Share Trading Associates, LLC, offers you access to our website, services, tools and applications based on your acceptance of the following terms and conditions. 

This User Agreement ("Agreement") describes the terms and conditions applicable to your use of our website and the services, tools and applications available on the website. This Agreement is effective between you and Share Trading Associates, LLC. ("STA"), and is a condition of use each and every time you use the website as a visitor or registered user ("User").

You must read, agree to and accept all of the terms and conditions contained in this Agreement and our Privacy Policy--which include those terms and conditions expressly set out below and those incorporated by reference--before you may use our website. As you read this Agreement, we strongly recommend that you also access and read the information contained in the other documents referred to in this Agreement and posted on the website, as they may contain further terms and conditions that apply to you as a User of the website.

IMPORTANT: If you do not agree to be bound by the terms and conditions of this Agreement and our Privacy Policy, please do not access the website or use our services.

We may amend this Agreement at any time by posting the updated User Agreement on the website. All amended terms shall automatically be effective when they are posted on the website. This Agreement may not be otherwise amended except in a writing, signed by you and a designated officer of STA.

1. Website is a Venue. The website is not an auctioneer; it is a venue. Although it may be referred to as an online auction website, it is important to realize that it is not a traditional auctioneer. Instead, the website acts as a venue to allow parties to offer, buy and sell certain financial instruments ("Assets") in an auction-style format commonly referred to as an auction ("Auction"). The role of STA is limited to publishing information provided by companies that have previously issued shares or other Assets ("Issuers") being sold on this website and owners of the Assets ("Sellers") and providing a venue for communication about the Auction. STA provides Auction information only, providing a way for Issuers and Sellers to potentially sell their Assets to a select group of prospective buyers. This Agreement is meant to clarify STA's limited role as a publisher of information and a venue provider and outline certain limitations regarding STA's obligations and liabilities. Your use of the website confirms your understanding and acceptance of this User Agreement.

2. Advertisements. STA does not advertise shares for sale. From time to time STA may advertise to attract Issuers of shares and prospective sellers of shares of private companies. The advertisements are not intended to attract buyers and do not involve legally binding offers to sell.

3. STA Is Not a Licensed Broker-Dealer or Financial Advisor. STA does not purport to broker transactions. STA does not act in the capacity of an investment adviser or broker-dealer and, as a result, has no control over the truth or accuracy of the information conveyed or the title, quality or value of the Assets.

STA is not responsible for and does not engage in the listing, brokering, selling, purchasing or exchanging of assets posted on the website.  STA does not counsel sellers or buyers, negotiate sales contracts, or hold a position of trust and confidence. Accordingly, no agency or fiduciary relationship is intended to be or shall be deemed to have been created between STA and any seller or buyer or you regarding the use of the website. Further, we have no opinion regarding the ability of a seller to sell specific assets, nor can we ensure that a buyer or seller will actually complete a transaction.

4. Registration Required. In order to access certain parts of the website, a visitor is required to register as a User, disclosing certain information to STA. After validation of the registration, the User may log in to the website to view more information about Auctions and perform other functions not available to visitors who are not logged in. In this regard, our Privacy Policy is included by reference. Furthermore, after registration, if a prospective buyer wishes to bid on shares, that Issuer has the absolute right to decide if the prospective buyer is permitted to view related secure information and to bid on those shares.

5. Activities Requiring a License. It is the User's responsibility to seek the appropriate representation or accreditation when conducting any activity on the website that may require a license such as bidding, executing a listing agreement, conducting research, placing information on the website, negotiating with a buyer and/or a seller or other related sale activities.

6. Accredited Investor. In order to buy shares on this website, you must be an accredited investor as defined by Rule 501 of Regulation D under the Securities Act of 1933. In general, an individual will be considered an accredited investor if he or she: 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 has a net worth over $1 million, either alone or together with a spouse (excluding the value of the person’s primary residence and any loans secured by the residence--up to the value of the residence. There are other ways to qualify, and certain States modify these requirements. It is the responsibility of Users of the Website to decide if they meet those qualifications. Issuers of shares should perform appropriate due diligence before approving prospective buyers to bid on their shares.

7. Restricted Securities. The Assets listed on the website may be restricted securities. There may be regulatory restrictions related to how or when they were issued or restrictions imposed by the Issuer of the shares. The shares should be regarded as long-term investments, without a public market for the shares.

8. Due Diligence. Prospective bidders/buyers are advised and encouraged to perform all necessary due diligence before bidding on an Asset; and all parties are advised and encouraged to seek the help and guidance of a securities dealer, attorney or other suitable professional before bidding on any Asset.

9. Release of Liability. Because STA is a venue, in the event that you have a dispute with a Seller, Issuer or other party, you agree to release STA and any of its affiliates, officers, agents and employees, from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. You acknowledge and understand that all available information was prepared by parties other than STA, and further acknowledge and understand that STA makes no representation or warranty whatsoever, express or implied, with respect to the content, completeness or accuracy of the information provided on the website. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

10. Hold Harmless. User shall defend and hold harmless STA and its Affiliates from and against any and all claims, demands, causes of action, losses, damages, liabilities, judgments, costs and expenses (including attorneys' fees) incurred by STA as a result of any violation or failure by User, or any individual or entity to whom it has disclosed information, to comply with the provisions of this Agreement.

11. Termination of Use of Website. Without limiting any of its other remedies, STA may suspend or terminate your use of the website if we suspect, in our sole discretion, that you (by conviction, settlement, investigation, or any other reason) have engaged in fraudulent activity.

12. Your Information.   "Your Information" is defined as any information you provide to us in the registration or bidding process or through any email feature or survey. STA will only use Your Information in accordance with this Agreement and our Privacy Policy

13. Prohibited Activities. Your Information and your activities on the website shall not: (a) be false, inaccurate or misleading; (b) be fraudulent; (c) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation; (e) contain any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or (f) create liability for STA or cause us to lose (in whole or in part) the services of our ISPs or other suppliers.

14. Subscription Emails. By registering as a User, you are subscribing to receive emails from the website. When you show interest in a specific Auction or group of Auctions, you are opting in to receive informational emails about those Auctions. You may opt out from receiving those emails. You are required to receive certain emails, for example, when placing a bid or resetting a password.

15. Interference with Website.  Much of the information on the website is updated on a real-time basis and is proprietary. You agree that you will not use any robot, spider, scraper or other automated means to access the website for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for Your Information) from the website without the prior expressed written permission of STA and the appropriate third parties as applicable; (iii) interfere or attempt to interfere with the proper working of the website or any activities conducted on the website; or (iv) bypass measures we may use to prevent or restrict access to the website.

16. Breach of Terms and Conditions of website.  Without limiting other remedies, we may limit your activity, immediately remove your bid(s), warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your use of our website and refuse to provide our services to you if (a) we believe that you have breached the terms and conditions of this Agreement or the documents incorporated by reference; (b) we are unable to verify or authenticate information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, other Users or STA.

17. Disclaimer of Warranty.  STA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS PROVIDE THE WEBSITE AND THEIR SERVICES "AS IS" AND "AS AVAILABLE" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESSED, IMPLIED OR STATUTORY. STA AND ITS AFFILIATES, THEIR OFFICERS, DIRECTORS, EMPLOYEES AND THEIR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT REGARDING THE ASSETS ON THE WEBSITE.

18. Limitation of Liability.  IN NO EVENT SHALL STA, ITS OFFICERS, DIRECTORS, EMPLOYEES OR ITS AGENTS OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). STA'S LIABILITY, AND THE LIABILITY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO $1. THIS AGREEMENT, INCLUDING THIS LIMITATION OF LIABILITY, SHALL BE ENFORCEABLE BY STA AND ANY OF ITS AFFILIATES.

19. Indemnity Provision.  You agree to indemnify and hold STA and its affiliates and our respective officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or the documents it may incorporate by reference, your improper use of the website, services tools or applications, and/or your violation of any law or the rights of any third party.

20. Release.  If you have a dispute with one or more Users, you agree to release STA and our affiliates and our respective officers, directors, agents and employees from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.  In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

21. Compliance With Applicable Laws.  You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service.

22. Re-affirmation of User Agreement. Each and every request on a page on the website, made by a visitor or User, or action by a User, such as using a password, to gain access to Auction and/or Asset information shall constitute visitor's or User's re-affirmation and acceptance of the terms and conditions of this Agreement.

23. Notice Procedure.  Except as explicitly stated otherwise, any notices shall be given by US Postal Service mail to Share Trading Associates, LLC, 17 Corporate Plaza Drive, Suite 200, Newport Beach, California 92660 (in our case), or to the email address or mailing address that you provide to us during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless we are notified that your email address is invalid. If notice is given via email, notice is given by US Postal Service mail, postage prepaid, delivery confirmation requested to the address that you provided to us during the registration process, notice shall be deemed given three (3) days after the date of mailing.

24. Choice of Law and Integration. This Agreement shall be governed in all respects by the laws of the State of California. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of the website may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by STA in accordance with the "Notice Procedure" in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.

Revised: September 7, 2017