Date Last Revised:

April 1st, 2020

 

PRIVATE PLACEMENT MARKETS, LLC ("PRIVATE PLACEMENT MARKETS") is a Delaware Limited Liability Company, maintains this Internet web site (hereinafter referred to as the “Site”) This site is intended for private companies considering raising investment capital, public companies, investment management firms, legal counsel, and public accountants. Individuals may also use this site for their own personal compliance needs. All other users must have the express permission of Private Placement Markets. You are granted permission to download material displayed on the Site only provided you also retain all copyright and other proprietary notices contained in the materials. You may not, however, distribute, modify, transmit, reuse, repost or use the content of the Site for public or commercial purposes, including the text, images, audio and video without written permission from Private Placement Markets. The services available on this Site are provided at the prices set forth on the Pricing Schedule contained on this Site. All pricing and printed price schedules are subject to modification effective as of the time such modifications are posted on this Site and prices are determined at the time of receipt of the conversion and filing request submitted by Users.

Your access to and use of the Site is also subject to the following terms and conditions (“Terms and Conditions”) and all applicable Federal and State laws. By accessing and browsing the Site, you accept, without limitation or qualification, the Terms and Conditions and acknowledge that any other agreements between you and Private Placement Markets regarding this subject matter are superseded and of no further effect. By accessing and browsing the Site, you accept that its use shall be governed by and construed in accordance with the laws of the state of California and the federal laws of the United States applicable therein. Any judicial proceeding brought against Private Placement Markets on any dispute arising out of the use of the Site, use of services offered by Private Placement Markets or any matter related hereto must be brought in a Federal or State Court located in Los Angeles, California, and by using Site, User waives any objection to venue. If you do not agree to the Terms and Conditions, you must immediately discontinue any use of this Site.

 

Terms and Conditions

You should assume that everything you see or read on the Site is protected by copyright unless otherwise noted and may not be used except as provided in these Terms and Conditions or in the text on the Site, without the written permission of PRIVATE PLACEMENT MARKETS. PRIVATE PLACEMENT MARKETS neither warrants nor represents that your use of materials displayed on the Site will not infringe rights of third parties not owned by or affiliated with PRIVATE PLACEMENT MARKETS.

While PRIVATE PLACEMENT MARKETS uses reasonable efforts to include accurate and up-to-date information on the Site, PRIVATE PLACEMENT MARKETS makes no warranties or representations as to its accuracy. PRIVATE PLACEMENT MARKETS assumes no liability or responsibility for any errors or omissions in the content of the Site.

Your use of and browsing in the Site are at your risk. Neither PRIVATE PLACEMENT MARKETS nor any other party involved in creating, producing or delivering the Site, is liable for any direct, incidental, consequential, indirect or punitive damages arising out of your access to, or use of, the Site. Without limiting the foregoing, everything on the Site is provided to you “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PRIVATE PLACEMENT MARKETS also assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video or audio from the Site.

Unless a Provider has agreed otherwise, all products, services, advice, merchandise and information available through this Site are provided on an “as is”, “as available basis” without warranties of any kind, either expressed or implied, including but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose. Without limiting the above, no warranty or guarantee is made (i) regarding the acceptance of any Request, (ii) regarding the availability of products and/or services through this site or, (iii) that use of this Site and all software, products or services associated with this Site will be error free, (iv) regarding the results that may be obtained from the use of this Site, (v) regarding the completeness, accuracy, reliability or quality of any information content, data, service, advice or merchandise provided or available through this Site, or (vi) regarding the performance or non- performance of this Site including, but not limited to, any performance or non-performance in connection with or as a consequence of the Securities and Exchange Commission’s EDGAR filing system. You expressly agree that the use of this Site is at your sole risk.

Images of people or places displayed on the Site are either the property of, or used with permission by PRIVATE PLACEMENT MARKETS. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms and Conditions or specific permission provided elsewhere on the Site. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

The trademarks, logos and service marks (collectively, the “Trademarks”) displayed on the Site are registered and unregistered Trademarks of PRIVATE PLACEMENT MARKETS, and others. Nothing contained on the Site should be construed as granting, by implication or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of the Trademark owner. Your use of the Trademarks displayed on the Site, or any other content on the Site, except as provided in these Terms and Conditions, is strictly prohibited.

PRIVATE PLACEMENT MARKETS is not responsible for the content of any other sites linked to or from the Site; these other sites have been developed by parties other than PRIVATE PLACEMENT MARKETS. PRIVATE PLACEMENT MARKETS is not acting as a publisher or disseminator of the material contained on those other sites. Your linking and/or book marking to any other off-site pages or other sites is at your own risk.

PRIVATE PLACEMENT MARKETS is in the business of providing document preparation and filing services (“Services”) to private and public companies and other entities or individuals that are required to file periodic reports with the U.S Securities and Exchange Commission (“SEC”) Electronic Data Gathering Analysis and Retrieval (“EDGAR”) system. The Client desires to appoint PRIVATE PLACEMENT MARKETS as a provider of the Services upon the terms and conditions contained herein.

The Services provided by PRIVATE PLACEMENT MARKETS are provided at the prices set forth in the Price Schedule attached and herein incorporated by reference. All pricing and printed price schedules are subject to modification effective as of the time such modifications are posted at the above referenced URL. Prices are determined at the time of receipt of the preparation and/or filing request submitted by Client.

In connection with EDGAR Services, the Client agrees to follow and be bound by the filing procedures outlined in the EDGAR Filing Procedures Schedule attached and herein incorporated by reference.

The Client hereby acknowledges and accepts full responsibility for reviewing the content and completeness of the EDGARized Document prior to its filing with the SEC EDGAR system. The Client acknowledges and agrees that PRIVATE PLACEMENT MARKETS is not responsible for ensuring that information contained in the EDGARized Document is true, accurate or complete.

16. This Agreement shall be governed by and construed in accordance with the laws of the state of California and the Federal Laws of the United States applicable therein. Any judicial proceeding brought against any of the parties to this Agreement on any dispute arising out of this Agreement or any matter related hereto may be brought in any Federal or State court located in Los Angeles, California, and by execution and delivery of this Agreement, each of the parties to this Agreement waives any objection to venue.

If any court determines that any provision of this agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and such provision shall be modified, amended or limited only to the extent necessary to render it valid and enforceable.

PRIVATE PLACEMENT MARKETS may at any time revise these Terms and Conditions by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the then-current Terms and Conditions to which you are bound.

 

IN NO EVENT SHALL PRIVATE PLACEMENT MARKETS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, OR PROVIDERS (COLLECTIVELY, THE “COVERED PARTIES”), BE LIABLE TO USER OR ANY THIRD PARTY BENEFICIARY OF USER (COLLECTIVELY, THE “USER PARTIES”) FOR ANY INDIRECT, SPECIAL, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST SAVING, OR INTERRUPTION OF BUSINESS, SUFFERED BY ANY USER PARTIES FOR ANY REASON; (ii) ANY DAMAGES SUFFERED BY ANY USER PARTIES AS A DIRECT OR INDIRECT RESULT OF OR RELATED TO ANY FAILURE OF THIS SITE OR THE SERVICES AVAILABLE HEREBY, INCLUDING BUT NOT LIMITED, TO THE LOSS OF DATA, OR DELAY OF THE COVERED PARTIES IN THE SUBMISSION OF AN EDGAR FILING DOCUMENT TO THE SEC OR THE FAILURE OF A COVERED PARTY TO LIVE UP TO ITS OBLIGATIONS HEREUNDER; AND (iii) ANY CLAIM AGAINST USER BY ANY THIRD PARTY FOR DAMAGES OF ANY KIND, ANY OR ALL OF WHICH MAY ARISE FROM THIS SITE OR THE SERVICES PROVIDED TO USER BY A COVERED PARTY, EVEN IF SUCH COVERED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. USER ACKNOWLEDGES THAT THE FOREGOING LIMITATION OF LIABILITY MEETS THE ESSENTIAL PURPOSE OF THESE TERMS AND CONDITIONS AND WAS A MATERIAL FACTOR IN THE ESTABLISHMENT OF THE PRICES SET FORTH ON THE PRICE SCHEDULE. USER EXPRESSLY AGREES THAT IF PRIVATE PLACEMENT MARKETS IS FOUND LIABLE TO A USER PARTY NOTWITHSTANDING THE FOREGOING LIMITATION OF WARRANTY, PRIVATE PLACEMENT MARKETS MAXIMUM AGGREGATE LIABILITY TO USER HEREUNDER, WHETHER ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE FEES OR CHARGES ASSESSED BY AND PAID TO PRIVATE PLACEMENT MARKETS BY USER IN CONNECTION WITH THE REQUEST PURSUANT TO WHICH THE LIABILITY AROSE.

This Agreement constitutes the full and complete understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior understandings, agreements, representations and warranties relating to such subject matter. This Agreement may not be amended, changed, altered or modified in any way. This Agreement may be executed in a number of counterparts which, when taken together, shall constitute one and the same instrument.

Mr. Steve Muehler

Founder & Managing Member

Private Placement Markets

101 California Street

San Francisco, CA 94111

Email: Steve@PPMSecurities.com

Phone: (877) 259-8066

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Private Placement Markets, LLC (a Delaware Limited Liability Company) provides no depository services and is not insured by the FDIC. Private Placement Markets is an Investment Banking Industry Document Preparation Company and Capital Markets Advisor. Private Placement Markets does not offer, and does not offer to provide any broker dealer or market maker services. Private Placement Markets operates this website (referred to as the “Website”). By accessing this Website and any pages thereof, you agree to be bound by its Terms of Use and Privacy Policy. Past performance is no guarantee of future results. Any historical returns, expected returns, or probability projections may not reflect actual future performance. Private Placement Markets does not provide financial planning services. Private Placement Markets does not provide tax advice and does not represent in any manner that the outcomes described herein will result in any particular tax consequence.

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