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Terms of Service

Innovate Labs, LLC (“Lantern”) provides Proxy Services, Wifi Security/Authentication and Encryption Services (the “Services”) to its clients. You (“Client” or “Subscriber”) acknowledge that Lantern (herein referred to individually as a “Party” and collectively known as “Parties”) and/or any of its parent companies or constituents will not be held liable for any and all liability arising from your use of the Services and Website (as defined below).

NOTE: THESE TERMS OF SERVICE CONTAIN A BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION IN BINDING INDIVIDUAL ARBITRATION SECTION THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS OF SERVICE WITH RESPECT TO ANY DISPUTE (AS DEFINED BELOW) BETWEEN YOU AND LANTERN, ITS AFFILIATES, PARENTS, OR SUBSIDIARIES. YOU HAVE A RIGHT TO OPT OUT OF THE BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS AS DESCRIBED IN “BINDING INDIVIDUAL ARBITRATION” SECTION.

ACCEPTANCE AND REGISTRATION

These Terms of Service are entered into by and between Subscriber and Lantern. The following terms and conditions, including any exhibits and materials incorporated herein by reference (collectively, these "Terms of Service"), govern Subscriber’s access to and use of the Services and the Website. By using the Website or Services or by clicking to accept or agree to these Terms of Service, Subscriber accepts and agrees to be bound by these Terms of Service. If Subscriber does not want to agree to these Terms of Service, Subscriber must not access or use the Website or Services.

These Terms of Service incorporate by reference the order page, order form, or similar webpage or screen displayed to Subscriber by the Website or Services when Subscriber subscribes to or purchases the Services (“Order Form”). The Order Form sets forth certain terms relevant to Subscriber’s use of the Services and Website, including the scope of Services that Lantern will make available to Subscriber and any applicable fees.

LICENSE

Lantern grants Subscriber a limited, non-exclusive license to use an account to which you have access for your personal, private, commercial, non-transferable, and limited uses solely as set forth herein and as set forth in any additional documentation and/or agreements applicable to the Services accessed by you (the “Account”). All intellectual property rights in the Services are protected by United States and international copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. You may not copy or download any content from the Website unless you are expressly authorized to do so. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to any content on the Website or Services. Your rights are subject to your compliance with these Terms of Service as well as any other agreements applicable to Lantern. New or future services that may be offered by Lantern will require a separate subscription or agreement. Subscriber understands that these Terms of Service are limited to proxy services only and do not include any other services herein.

CONDUCT

You agree to comply with all applicable laws and regulations in connection with the use of the Services and the Website. In addition, you agree that neither you nor any other user to whom you have provided access will engage in any of the following activities:

  • Sending or receiving unsolicited and/or commercial emails in violation of law, promotional materials, “junk mail,” “spam,” “chain letters,” or “pyramid schemes”;
  • Exploiting, possessing, producing, receiving, transporting, or distributing any illegal content, including but not limited to any sexually explicit depiction of children;
  • Uploading, possessing, receiving, transporting, or distributing any copyrighted, trademark, or patented content which you do not own or lack written consent or a license from the copyright owner;
  • Forging headers or otherwise manipulating e-mail identifiers in order to mask or mislead the origins of certain content;
  • Interfering with the usage of the Services or the Website to any other user, client, host or network which reduces the quality of the Website or the Services for other clients and users;
  • Using the Services or the Website to engage in Denial-of-service (“DOS”) attacks to any third-parties or to Lantern;
  • Accessing data, systems or networks including attempts to probe scan or test for vulnerabilities of a system or network or to breach security or authentication measures without written consent from the owner of the system or network;
  • Using the Services or the Website to transmit any material (by email, uploading, posting, or otherwise) that threatens or encourages bodily harm, injury or destruction of property, defames one or more third parties, or promotes any act of cruelty to animals; or
  • Accessing the Services or the Website to violate any laws at the local, state and federal level in the United States or the country/territory in which you reside.

EXPORT CONTROLS

By using the Website, you represent and warrant that you are not listed on the U.S. Commerce Department’s Table of Denial Orders, the U.S. Treasury Department’s lists of specially designated nationals, or otherwise denied the privilege of participating in transactions involving the export of U.S.-origin products and services.

BREACH

Lantern abides by a zero tolerance policy relating to any activity which breaches or violates these Terms of Service. Clients who materially breach these Terms of Service will have their Account removed without any refund. Additionally, Client understands that Lantern expressly reserves the right to hold the Client or any third-party using the Services or the Website on Client’s behalf responsible for any and all financial damages and losses which may be incurred arising out of said breach or breaches, including, but not limited to attorney fees, fees for expert witnesses, court costs, and other charges.

Subscriber understands that Lantern reserves the right in its sole discretion to enforce breaches of these Terms of Service. Failure to comply with these Terms of Service constitutes a material breach of these Terms of Service, and may result in one or more of these following actions: Issuance of a warning; Immediate, temporary, or permanent revocation of access to Lantern with no refund; Legal actions against you for reimbursement of any costs incurred via indemnity resulting from a breach; Independent legal action by Lantern as a result of a breach; or Disclosure of such information to law enforcement authorities as deemed reasonably necessary.

Lantern reserves the right to take any other actions deemed necessary to enforce and protect its rights. If you find that your Account has been suspended, then you may contact: [email protected].

SERVICE LEVEL AGREEMENT

The Services or the Website coverage, speeds, locations, and quality are not guaranteed. While Lantern will make every attempt to maintain the Services and/or the Website availability at all times, the Services and/or the Website may be subject to unavailability for numerous reasons including maintenance, emergencies, third party service failures, transmission errors, equipment failures, network issues, interference, natural disaster, among other reasons. Lantern does not guarantee that data, messages, or packets will be delivered and shall not be held responsible in the event data, messages, or packets are lost, not delivered, delayed, misdirected, or are otherwise inaccessible.

Lantern may impose usage limits, suspend or block, or cancel the Services or the Website at Lantern’s sole discretion at any time. Finally, we do not guarantee the accuracy and timeliness of any data received. Lantern makes no guarantee that the Services or the Website will be accessible at any time.

CLIENT RESPONSIBILITIES

You are responsible for: (a) maintaining the confidentiality and security of the Account you are provided; (b) ensuring that subscriber connections to the Lantern network are limited to no more than three (3) simultaneous connections; (c) providing valid and accurate identifying information related to the Account; (d) liability for any use and/or abuse which occurs while you or any third- party is logged into the Services with your Account credentials.

FEES

Lantern reserves the right to create a subscription service through one or more third party merchants. Payments will be charged on the day you sign up for the Services and will cover the use of the Services for the duration of one (1) year or two (2) years depending on the Services level plan you have selected through the Website, Services, or applicable third-party merchant. All Accounts are offered as is at the time of purchase. Future services offered by Lantern may not be included with the Account.

Lantern reserves the right to change the fees at any time at its discretion. Subscriber understands that Lantern is not obligated to honor errors due to typos and is not responsible for misinformation provided on third party websites or affiliates. Subscriber also understands that any gift-card based transactions for the Services are not subject to any reductions in price, discounts, promotional rates, or other lowered subscription rates. Subscriber also understands that any gift-card based transactions for the Services are not subject to any reductions in price, discounts, promotional rates, or other lowered subscription rates.

RECEIPT AND DISTRIBUTION OF TOKENS

Distribution of Tokens. In consideration of the purchase of Lantern Pro, Subscriber will receive from Lantern, and Lantern will distribute to Subscriber, the Tokens set forth on the Order Form. On the date set forth on the Order Form as the date for distribution of Tokens to Subscriber (“Token Distribution Date”), Lantern shall deliver to Subscriber the quantity of Tokens set forth on the Order Form. Subscriber understands and acknowledges that title to, and risk of loss of, Tokens Subscriber receives from Lantern passes from Lantern to Subscriber upon Lantern’s distribution of Tokens to Subscriber. It is a condition of these Terms of Service that the Subscriber is not an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft, or profession. SUBSCRIBER UNDERSTANDS AND ASSUMES ALL RISKS ASSOCIATED WITH THESE TERMS OF SERVICE, INCLUDING WITHOUT LIMITATION THE RISK OF RECEIVING NO TOKENS.

Allocation of Tokens to Lantern Parties. Subscriber understands and consents to the participation of Lantern’s past, present, and future employees, officers, directors, contractors, consultants, note holders, suppliers, vendors, service providers, and any other stakeholders in the receipt and/or distribution of Tokens, including people who may work on the development and implementation of the project or who may work for businesses that Lantern may establish.

NO REPRESENTATIONS AND WARRANTIES

Lantern makes no representations or warranties, express or implied, including, without limitation, any warranties of title or express or implied warranties of merchantability, satisfactory quality, or fitness for a particular purpose, or Tokens or their utility, or the ability of anyone to receive or use Tokens. Without limiting the foregoing, Lantern does not represent or warrant that the process of receiving Tokens will be uninterrupted and/or error-free or that Tokens are reliable and/or error-free. As a result, Subscriber acknowledges and understands that Subscriber may never receive Tokens. Subscriber shall provide an accurate digital wallet address to Lantern for receipt of Tokens distributed to Subscriber pursuant to these Term of Service and the Order Form. Lantern is not responsible for inaccuracies in digital wallet addresses provided to Lantern.

NO PROHIBITED SUBSCRIBERS

Tokens are not being offered to certain prohibited persons (as determined by Lantern and including U.S. Persons, “Prohibited Persons”). If a Prohibited Person receives Tokens, such Prohibited Person has done so and entered into these Terms of Service on an unlawful, unauthorized, and fraudulent basis. Lantern is not bound by these Terms of Service if these Terms of Service have been entered into by a Prohibited Person as Subscriber or if Subscriber has entered into these Terms of Service or has received Tokens on behalf of a Prohibited Person, and Lantern may take all necessary and appropriate actions, in its sole discretion, to invalidate these Terms of Service, including referral of information to the appropriate authorities. Any Prohibited Person who receives Tokens or enters these Terms of Service on an unlawful, unauthorized or fraudulent basis shall be solely liable for, and shall indemnify, defend, and hold harmless the Lantern and the Lantern Parties (as defined below) from any damages, losses, liabilities, costs, or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive, or special and including, without limitation, any loss of business, revenues, profits, data, use, goodwill, or other intangible losses incurred by the Lantern Parties that arises from or is a result of such Prohibited Person’s unlawful, unauthorized or fraudulent use of the Tokens, any instrument governing the delivery of the Tokens, and/or the receipt of Tokens. “Person” means an individual or legal entity or person, including without limitation a Governmental Authority (as defined below) or political subdivision or an agency or instrumentality thereof.

NO U.S. SUBSCRIBERS

U.S. Persons are strictly prohibited and restricted from using the Distribution Contract or receiving Tokens, and Lantern is not soliciting U.S. Persons in any way. If a U.S. Person uses the Distribution Contract and/or receives Tokens, such U.S. Person has done so and entered into these Terms of Service on an unlawful, unauthorized, and fraudulent basis, and these Terms of Service are null and void. Lantern is not bound by these Terms of Service if these Terms of Service have been entered into by a U.S. Person as Subscriber or if Subscriber has entered into these Terms of Service or has received Tokens on behalf of a U.S. Person, and Lantern may take all necessary and appropriate actions, in its sole discretion, to invalidate these Terms of Service, including referral of information to the appropriate authorities. Any U.S. Person who uses the Distribution Contract and/or receives Tokens or enters these Terms of Service on an unlawful, unauthorized, or fraudulent basis shall be solely liable for, and shall indemnify, defend and hold harmless the Lantern and Lantern’s respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (collectively, the “Lantern Parties”) from any damages, losses, liabilities, costs, or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive, or special and including, without limitation, any loss of business, revenues, profits, data, use, goodwill, or other intangible losses incurred by the Lantern Parties that arises from or is a result of such U.S. Person’s unlawful, unauthorized or fraudulent use of the Distribution Contract and/or the receipt of Tokens.

NOT AN OFFERING OF SECURITIES, COMMODITIES, OR SWAPS

These Terms of Service are not intended to be an investment contract for the purposes of the U.S. federal securities laws. Tokens are not intended to be a “financial instrument” subject to regulation in the EU under the EU Directive 2004/39/EC on Markets in Financial Instruments (“MiFID”), as implemented in the UK, a “specified investment” subject to regulation in the UK under the Financial Services and Markets Act 2000 (“FSMA”); a “security” subject to regulation under the EU Prospectus Directive, as implemented in the UK; “electronic money” subject to regulation under Directive 2009/110/EC (“e-Money Directive”), as implemented in the UK or a “payment instrument” or “money remittance” or “payment transactions” subject to regulation under Directive 2015/2366 (“Payment Services Directive No. 2”), as implemented in the UK. Receipts of Tokens are not subject to the protections of any Laws (as defined below) governing those types of financial instruments. These Terms of Service and all other documents referred to in these Terms of Service including without limitation the White Paper do not constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy an investment, a security, commodity, or a swap on either a security or commodity or any other type of financial instrument. “Laws” means: (a) laws, statutes, ordinances, rules, regulations, judgments, injunctions, administrative interpretations, orders, and decrees of any Governmental Authority, including amendments thereto; (b) rules and any statement of policy or guidance given pursuant to any power contained in any enactment given by any Government Authority; (c) judgments, resolutions, decisions, orders, notices or demands of a competent court, tribunal or Government Authority (in each case having jurisdiction over the business of the Party).

NOT AN INVESTMENT

Tokens are not designed for investment purposes and should not be considered as a type of investment. Subscriber acknowledges, understands, and agrees that Subscriber should not expect and there is no guarantee or representation or warranty by Lantern that: (a) the project will ever be adopted; (b) the project will be adopted as developed by Lantern and not in a different or modified form; (c) a blockchain utilizing or adopting the project will ever be launched; and (d) a blockchain will ever be launched with or without changes to the project.

NOT FOR SPECULATION

Subscriber acknowledges and agrees that Subscriber is not receiving Tokens for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes.

REFUND POLICY

Lantern provides a free version for all customers. We advise all customers who are interested in purchasing any of our products to use this free version first. All products are sold “as is.” You assume the responsibility for your purchase, and no refunds will be issued. If Lantern Pro is not delivered upon payment or the Services or the Website do not function properly, please contact [email protected].

For customers paying with LavaPay, we will issue full refunds on all transactions made via cards or wallets in case of any subscription issues.

OUR RIGHTS

Lantern reserves the right to: (a) close your Account at any given time without any given notice; (b) scale back or throttle bandwidth originating from subscriber Accounts that may breach these Terms of Service or in the event of excessive usage on the Lantern network; and (c) shut down and terminate the Website and/or the Services. If Lantern ceases operations, Subscribers will be notified with at least thirty (30) days advance notice. Subscribers will not be eligible for a pro-rated, partial, or complete refund in the event of a shutdown.

WARRANTIES

Subscriber represents and warrants that all of the identifying information provided to Lantern to use the Services and the Website is accurate and current and you have all necessary right, power, and authority to enter into these Terms of Service and to perform the acts required of you hereunder.

As a condition to using the Services or the Website, you must agree to the terms of Lantern’s Privacy Policy, Digital Millennium Copyright Act (“DMCA”) policy, and any modifications and/or updates. You acknowledge and agree that the technical processing and transmission of the Website may involve transmissions over various networks; and changes to conform and adapt to technical requirements of connecting networks or devices. You further acknowledge and agree that other data collected and maintained by Lantern with regard to its users may be disclosed in accordance with the Lantern Privacy Policy.

Innovate Labs, LLC takes full responsibility for all the transactions from the Website, and handling of dispute management, refunds, cancellations, returns & customer support.

WARRANTY DISCLAIMER

SUBSCRIBER UNDERSTANDS THAT THE SERVICES AND THE WEBSITE IS PROVIDED AS-IS. SUBSCRIBER AGREES THAT USE OF THE SERVICES THE WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, LANTERN, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. LANTERN MAKES NO WARRANTIES, EXPRESS, OR IMPLIED, NOR ANY REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES OR THE WEBSITE, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE AND/OR THE SERVICES, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. LANTERN DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND LANTERN WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT THE WEBSITE SHALL NOT BE LIABLE FOR DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

LIMITATION OF LIABILITY

IN NO EVENT SHALL LANTERN, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES OR THE WEBSITE, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE AND/OR THE SERVICES ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES OR THE WEBSITE BY ANY THIRD PARTY, AND/OR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT LANTERN SHALL NOT BE LIABLE FOR DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

Damages. In no circumstances will the aggregate joint liability of Lantern and any of its Affiliates (as defined below), officers, directors or employees, whether in contract, warrant, tort or other theory, for damages to Subscriber under these Terms of Service exceed the amount received by Lantern from Subscriber. “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.

INDEMNIFICATION

To the fullest extent permitted by applicable Law, Subscriber will indemnify, defend and hold harmless and reimburse Lantern, and each of its parent corporations, officers, directors, employees and agents from and against any and all actions, proceedings, claims, damages, and demands (including, without limitation, fees and expenses of counsel), incurred by Lantern arising from or relating to: (a) Subscriber’s receipt or use of Tokens; (b) Subscriber’s responsibilities or obligations under these Terms of Service; (c) Subscriber’s breach of or violation of these Terms of Service; (d) any inaccuracy in any representation or warranty of Subscriber; (e) Subscriber’s violation of any rights of any other Person or entity; and/or (f) any act or omission of Subscriber that is negligent, unlawful, or constitutes willful misconduct. This defense and indemnification obligation will survive these Terms of Service and your use of the Services and the Website.

Lantern reserves the right to exercise sole control over the defense, at Subscriber’s expense, of any claim subject to indemnification under this Section. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any written agreement between Subscriber and Lantern.

Force Majeure. Subscriber understands and agrees that Lantern shall not be liable and disclaims all liability to Subscriber in connection with any force majeure event, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.

Release. To the fullest extent permitted by Law, Subscriber releases Lantern from responsibility, liability, claims, demands, and/or damages of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to the acts or omissions of third parties.

ARBITRATION

Purpose. The term “Dispute” means any dispute, claim, or controversy between you and Lantern regarding the Services or the Website or the use of the Services or the Website, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Section (with the exception of the enforceability of the Class Action Waiver clause below). Dispute is to be given the broadest possible meaning that will be enforced. If you have a Dispute with Lantern or any company, subsidiary, parent, vendor associated with Lantern that cannot be resolved through negotiation within the time frame described in the Notice of Dispute clause below, you and Lantern agree to seek resolution of the Dispute only through arbitration of that Dispute in accordance with the terms of this Section, and not litigate any Dispute in court.

RIGHT TO OPT OUT OF BINDING ARBITRATION AND CLASS ACTION WAIVER WITHIN 30 DAYS. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION AND CLASS ACTION WAIVER IN THIS SECTION, YOU MUST NOTIFY LANTERN IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THESE TERMS OF SERVICE UNLESS A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO 830 TRACTION AVE #3A LOS ANGELES, CA 90013, ATTN: LEGAL DEPARTMENT/ ARBITRATION AND MUST INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, (3) YOUR LANTERN ID, AND (4) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH LANTERN THROUGH ARBITRATION.

Notice of Dispute. IF YOU HAVE A DISPUTE WITH USE OF THE SERVICES OR THE WEBSITE, YOU MUST SEND WRITTEN NOTICE TO: INNOVATE LABS, LLC ATTN: LEGAL DEPARTMENT/ARBITRATION 830 TRACTION AVE #3A LOS ANGELES, CA 90013

Attention: Dispute Resolution

“DISPUTE RESOLUTION” TO GIVE LANTERN THE OPPORTUNITY TO RESOLVE THE DISPUTE INFORMALLY THROUGH NEGOTIATION. You agree to negotiate resolution of the dispute in good faith for no less than 60 days after you provide notice of the dispute. If Lantern does not resolve your dispute within 60 days from receipt of notice of the dispute, you or Lantern may pursue your claim in arbitration pursuant to the terms in this Section.

Class Action Waiver. ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND LANTERN SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION. THIS PROVISION DOES NOT PRECLUDE YOUR PARTICIPATION AS A MEMBER IN A CLASS ACTION FILED ON OR BEFORE AUGUST 20, 2011. THIS PROVISION IS NOT APPLICABLE TO THE EXTENT SUCH WAIVER IS PROHIBITED BY LAW.

Initiation of Arbitration Proceeding/Selection of Arbitrator. If you or Lantern elects to resolve your Dispute through arbitration, the Party initiating the arbitration proceeding may initiate it under the Rules of Arbitration of the International Chamber of Commerce. The terms of this Section govern in the event they conflict with the Rules of Arbitration of the International Chamber of Commerce.

Arbitration Procedures. The arbitrator will make any award in writing. Such award will be binding and final, except for any right of appeal provided by applicable Law, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

Location of Arbitration. You or Lantern may initiate arbitration in either Los Angeles County, California or the United States county in which you reside. In the event that you select the county of your United States residence, Lantern may transfer the arbitration to Los Angeles County in the event that it agrees to pay any additional fees or costs you incur as a result of the change in location as determined by the arbitrator.

ASSIGNMENT

These Terms of Service and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Lantern without restriction.

SEVERABILITY

If any term, clause or provision of the these Terms of Service are held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from these Terms of Service.

CHOICE OF LAW

These Terms of Service shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles. The sole and exclusive jurisdiction and venue for any action or proceeding arising out of or related to these Terms of Service shall be in an appropriate state or federal court located in the State of Delaware. You hereby submit to the jurisdiction and venue of said Courts. You consent to service of process in any legal proceeding. If Subscriber agrees to all of these Terms of Service, Subscriber may gain access to and use the Lantern proxy service.

RECEIPT OF TOKENS

White Paper. Lantern and its partner(s) has prepared a White Paper (as defined below) and other materials concerning Tokens and the project. The White Paper, as it may be amended from time to time in Lantern’s sole discretion, is hereby incorporated by reference. Subscriber has read and understands the White Paper and its contents. “White Paper” means one or more documents (whether or not entitled “White Paper” or “Whitepaper”) as may be amended from time to time in Lantern and its partner(s)’ sole discretion, explaining, among other things, the project and Tokens.

Tokens. Tokens do not have any rights, uses, purposes, attributes, functionalities or features, express or implied, outside the project and the license granted therein. Although Tokens may be tradable, they are not intended to be an investment, currency, e-money, real property, security, commodity, a swap on a currency, security or commodity or any other type of financial instrument.

NO OTHER RIGHTS CREATED

No Claim, Loan, or Ownership Interest. The receipt of Tokens: (a) does not provide Subscriber with rights of any form with respect to Lantern or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary, (including all forms of intellectual property) or other financial or legal rights; (b) is not a loan to Lantern; and (c) does not provide Subscriber with any ownership or other interest in Lantern.

Intellectual Property. Lantern retains all right, title and interest in all of Lantern’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trade mark, and any trade marks, copyright, database rights or patents based thereon. Subscriber may not use any of Lantern’s intellectual property for any reason without Lantern’s prior written consent.

SECURITY AND DATA; TAXES

Security and Data Privacy.

(a) Subscriber’s Security. Subscriber will implement reasonable and appropriate measures designed to secure access to: (i) any device associated with Subscriber and utilized in connection with Subscriber’s receipt of Tokens; (ii) private keys to Subscriber’s wallet or the Account; and (iii) any other Subscriber name, passwords or other login or identifying credentials. In the event that Subscriber is no longer in possession of Subscriber’s private keys or any device associated with Subscriber’s Account or is not able to provide Subscriber’s login or identifying credentials, Subscriber may lose all of Subscriber’s Tokens and/or access to Subscriber’s Account. Lantern is under no obligation to recover any Tokens and Subscriber acknowledges, understands and agrees that all receipts of Tokens are non-refundable and Subscriber will not receive money or other compensation for any Tokens received.

(b) Additional Information. Upon Lantern’s request, Subscriber will immediately provide to Lantern information and documents that Lantern, in its sole discretion, deems necessary or appropriate to comply with any Laws, regulations, rules or agreements, including without limitation judicial process. Such documents include, but are not limited to, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. Subscriber consents to Lantern disclosing such information and documents in order to comply with applicable Laws, regulations, rules or agreements. Subscriber acknowledges that Lantern may refuse to distribute Tokens to Subscriber until such requested information is provided.

Taxes. Subscriber acknowledges, understands and agrees that: (a) the receipt or transfer of and transactions in, Tokens may have tax consequences for Subscriber; (b) Subscriber is solely responsible for Subscriber’s compliance with Subscriber’s tax obligations; and (c) Lantern bears no liability or responsibility with respect to any tax consequences to Subscriber. Each of the Lantern and the Subscriber agree to treat these Terms of Service as a forward contract for U.S. federal, state and local income tax purposes, and will not take any position on any tax return, report, statement or other tax document that is inconsistent with such treatment, unless otherwise required by a change in law occurring after the date hereof, a closing agreement with an applicable tax authority or a final non-appealable judgment of a court of competent jurisdiction.

REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

By receiving Tokens, Subscriber represents and warrants to Lantern that:

(a) Not a Prohibited Person. Subscriber is not a Prohibited Person.

(b) Not a U.S. Person. Subscriber is not a U.S. Person.

(c) Authority. Subscriber has all requisite power and authority to execute and deliver these Terms of Service, to receive Tokens, and to carry out and perform its obligations under these Terms of Service. Subscriber has all requisite power and authority to execute, issue, and deliver these Terms of Service and receive Tokens, and to carry out and perform its obligations under these Terms of Service. These Terms of Service constitutes a legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

(d) If an individual, Subscriber is at least eighteen (18) years old and of sufficient legal age and capacity to enter into these Terms of Service and receive Tokens.

(e) If under eighteen (18) years of age and between thirteen (13) and seventeen (17) years of age, Subscriber must find a legal parent or guardian to purchase and activate the Services or use the Website for Subscriber. If Subscriber is unable to find a legal parent or guardian to purchase and activate the Services or use the Website or if Subscriber is under thirteen (13) years of age, Subscriber is not permitted to use the Services or the Website.

(f) If a legal entity, Subscriber is duly organized, validly existing and in good standing under the Laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.

(g) Subscriber is not an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession.

No Consents or Approvals. Receipt of Tokens requires no approval or other action from any Governmental Authority or any other Person other than Subscriber. “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, executive, judicial or administrative functions of or pertaining to government, including without limitation any government authority, agency, department, board, commission or instrumentality and any court, tribunal or arbitrator(s) of competent jurisdiction and any self-regulatory organization. For the avoidance of doubt, Governmental Authority may include private bodies exercising quasi-governmental, regulatory or judicial-like functions to the extent they relate to Tokens and/or the project.

Subscriber Status. Subscriber is not subject to any of the disqualifying events listed in Rule 506(d)(1) of Regulation D under the Securities Act of 1933 (attached as Exhibit A, each a “Subscriber Event”), and there is no proceeding or investigation pending or, to the knowledge of Subscriber, threatened by any Governmental Authority, that would reasonably be expected to become the basis for a Subscriber Event. If Subscriber is a legal entity, Subscriber makes the same representations with respect to its directors (or equivalent) and senior executive officers, and its affiliates and their respective directors (or equivalent) and senior executive officers.

Access to Information. Subscriber has been provided an opportunity to ask questions of, and Subscriber has received answers thereto satisfactory to Subscriber from, Lantern and its representatives regarding the terms and conditions of Tokens, and Subscriber has obtained any and all additional information requested by Subscriber of Lantern and its representatives to verify the accuracy of all information furnished to Subscriber regarding Tokens. Subscriber acknowledges that other Subscribers may have received different information than Subscriber regarding the receipt of Tokens, including because Other Subscribers may have asked additional questions of, or requested additional information from, Lantern and its representatives. Subscriber is not relying on Lantern or any of its owners, officers, counsel, employees, agents, or representatives for legal, investment or tax advice.

Funds. The funds, including any fiat, virtual currency, or cryptocurrency, Subscriber uses to purchase Lantern Pro are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Subscriber will not use Tokens to finance, engage in or otherwise support any unlawful activities.

Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by applicable Laws, Subscriber complies with all anti-money laundering and counter-terrorism financing requirements.

Sanctions Compliance. Neither Subscriber, nor any Person having a direct or indirect beneficial interest in Subscriber or Tokens being acquired by Subscriber, or any Person for whom Subscriber is acting as agent or nominee in connection with Tokens, is (a) the subject of sanctions administered or enforced by the United States (including without limitation the U.S. Department of the Treasury’s Office of Foreign Asset Control, the United Kingdom, the European Union or any other Governmental Authority (collectively, “Sanctions”)), (b) organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions, or (c) otherwise a party with which Lantern is prohibited from dealing with under applicable Laws.

REGULATION S COMPLIANCE

Offer and Receipt. At the time of the origination of contact concerning Tokens and the issuance of Tokens to Subscriber, Subscriber was outside of the United States.

Token Restrictions. Subscriber will not for six (6) months after its receipt of Tokens, (the “Restricted Period”) offer, sell, pledge, or otherwise transfer Tokens in the United States or to a U.S. Person for the account or benefit of a U.S. person, or otherwise in a manner not in compliance with Regulation S. Subscriber will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer Tokens only pursuant to registration under the Securities Act or an available exemption there from and, in accordance with all applicable state and foreign securities laws.

Neither Subscriber nor or any person acting on behalf of Subscriber has engaged, nor will engage, in any directed selling efforts to U.S. Persons with respect to Tokens and Subscriber and any person acting on Subscriber’s behalf has complied and will comply with the “offering restrictions” requirements of Regulation S under the Securities Act.

Neither Subscriber nor any person acting on Subscriber’s behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any Tokens. Subscriber agrees not to cause any advertisement of Tokens to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to Tokens, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws.

The transactions contemplated by these Terms of Service and Subscriber’s proposed resale of Tokens, if any, have not been pre-arranged with a Subscriber located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.

RISKS

TOKENS HAVE NO INTRINSIC VALUE AND MAY HAVE NO MARKET VALUE. Subscriber has carefully reviewed, acknowledges, understands, and agrees to the terms set forth in these Terms of Service and assumes the following risks, as well as all other risks associated with Tokens (including those not discussed herein), all of which could render Tokens worthless or of little value:

No Rights, Functionality, or Features. Tokens have no rights, uses, purpose, attributes, functionalities or features, express or implied, outside the establishment and operation of the project.

Ability to Transact or Resell. Subscriber may be unable to sell or otherwise transact in Tokens at any time. By using the Distribution Contract or by receiving Tokens, Subscriber acknowledges, understands and agrees that: (a) Tokens may have no value; (b) there is no guarantee or representation of liquidity for Tokens; and (c) Lantern is not and shall not be responsible for or liable for the market value of Tokens, the transferability, and/or liquidity of Tokens and/or the availability of any market for Tokens through third parties or otherwise.

Access to Private Keys. Tokens received by Subscriber may be held by Subscriber in Subscriber’s digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with Subscriber’s digital wallet or vault storing Tokens will result in loss of such Tokens, access to Subscriber’s Token balance and/or any initial balances in blockchains created by third parties. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service Subscriber uses, may be able to misappropriate Subscriber’s Tokens. Lantern is not responsible for any such losses.

Invalid Wallet. It is Subscriber’s responsibility to ensure that the digital wallet address provided to Lantern for the receipt of Tokens is capable of accepting all types and categories of tokens, including ERC-20 compatible tokens. Lantern is not responsible if the wallet address provided by Subscriber is not capable of accepting Tokens distributed by Lantern. Subscriber assumes all responsibility with respect to the foregoing, and Lantern accepts no liability whatsoever for wallets that do not accept Tokens distributed by Lantern.

Failure to Map a Public Key to Subscriber’s Account. Subscriber’s failure to map a public key to Subscriber’s Account may result in third parties being unable to recognize Subscriber’s Token balance on the blockchain.

Changes to the Project. The project is still under development and may undergo significant changes over time. Although Lantern intends for the project to have the features and specifications set forth in the White Paper, Lantern may make changes to such features and specifications for any number of reasons, any of which may mean that the Platform does not meet Subscriber’s expectations.

Effect of Applicable Laws. The project is subject to various Laws, including without limitation, laws and regulations of the United States, individual States and local jurisdictions, governing all aspects of the project, and once launched globally, will be subject to the Laws of additional national jurisdictions. These Laws may require that features or functionalities of the project be changed or discontinued in ways not expected, or may impose costs that make certain features and functionalities unprofitable. Laws may subject Lantern to oversight, enforcement, fines, and other penalties that may damage the Lantern or force the project to end prematurely.

Project Completion. The development of the project may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.

Uncertain Regulatory Framework. The regulatory status of cryptographic tokens, digital assets, and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations, and/or rules that will affect cryptographic tokens, digital assets, blockchain technology, and its applications. Such changes could negatively impact Tokens in various ways, including, for example, through a determination that Tokens are regulated financial instruments that require registration. Lantern may cease the distribution of Tokens, the development of the project or operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.

Risk of Government Action. The industry in which Lantern operates is new and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of Lantern and/or pursue enforcement actions against Lantern. Such governmental activities may or may not be the result of targeting Lantern in particular. All of this may subject Lantern to judgments, settlements, fines or penalties, or cause Lantern to restructure its operations and activities or to cease offering certain products or services, all of which could harm Lantern’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on Tokens and/or the development of the project.

Business Risks. The project may fail to secure the critical involvement and cooperation of key participants. Lantern and/or the project may face competition from other entities having greater capital or resources and offering a wider range of products and services that may outperform the project. Lantern and/or the project may be subject to actions by private parties with respect to intellectual property and other contractual matters. Federal, state, and even international laws, regulations and/or rules applicable to technology industries, including but not limited to those regarding the blockchain technology may impact or constrain the design, implementation, and operation of the project.

DISCLAIMER

(a) LANTERN DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY.

(b) WITH RESPECT TO TOKENS, LANTERN SPECIFICALLY DOES NOT REPRESENT OR WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.

MISCELLANEOUS

Entire Terms of Service. These Terms of Service, including the exhibits attached hereto and the materials incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by Lantern about Tokens or the project. To the extent any of the exhibits hereto or materials incorporated by reference contradict anything contained in these Terms of Service, the provisions of these Terms of Service shall prevail. No Party shall be liable or bound to other Party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein or therein.

Modification of Terms of Service. Lantern reserves the right to amend these Terms of Service upon notice to Subscriber, provided, however, that Lantern will not amend the financial terms of these Terms of Service. Lantern may modify these Terms of Service at any time by delivering a revised Terms of Service to Subscriber or posting a revised version on the Website. It is Subscriber’s responsibility to check the Website regularly for modifications to these Terms of Service. Amendments will be effective on the day such amended Terms of Service are sent to Subscriber or posted on the Website. These Terms of Service was last modified on the date listed at the beginning of these Terms of Service.

Subscriber agrees to be bound by any and all modifications, changes and/or revisions. These Terms of Service apply to all users of Lantern whether a visitor, commercial user, a subscriber, or a client and Subscriber is only authorized to use the Services and the Website if Subscriber agrees to abide by all applicable federal and state laws and be legally bound by these Terms of Service.

Termination of Terms of Service; Survival. Lantern may terminate these Terms of Service at its sole discretion, including without limitation, by reason of change in tax, securities, corporate, or other law, or if Lantern determines, in its sole discretion, that these Terms of Service constitutes a security or other form of financial instrument subject to regulation by any Governmental Authority.

Lantern further reserves the right to terminate these Terms of Service, in its sole discretion, in the event that Subscriber breaches these Terms of Service. Upon any such termination, Subscriber shall not be entitled to receive any Tokens. Subscriber shall not be entitled to any other recourse.

Upon termination of these Terms of Service: (a) all of Subscriber’s rights under these Terms of Service immediately terminate; (b) Subscriber is not entitled to a refund of any amount paid; and (c) provisions that by their nature are intended to survive termination of these Terms of Service will continue to apply.

No Waivers. The failure by Lantern to exercise or enforce any right or provision of these Terms of Service will not constitute a present or future waiver of such right or provision nor limit Lantern’s right to enforce such right or provision at a later time. All waivers by Lantern must be unequivocal and in writing to be effective.

No Partnership; No Agency; Third Party Beneficiaries. Nothing in these Terms of Service and no action taken by the Parties shall constitute, or be deemed to constitute, a partnership, association, joint venture, or other co-operative entity between the Parties. Nothing in these Terms of Service and no action taken by the Parties pursuant to these Terms of Service shall constitute, or be deemed to constitute, either Party the agent of the other Party for any purpose. No Party has, pursuant to these Terms of Service, any authority or power to bind or to contract in the name of the other Party. These Terms of Service do not create any third party beneficiary rights in any other person.

Electronic Communications. Subscriber agrees and acknowledges that all agreements, notices, disclosures, and other communications that Lantern provides Subscriber pursuant to these Terms of Service or in connection with or related to Subscriber’s receipt of Tokens, including these Terms of Service may be provided by Lantern, in its sole discretion, to Subscriber, in electronic form.

LANGUAGE

These terms of service have been translated into Chinese solely for the information and convenience of Chinese speakers. However, the English version of these terms shall be controlling in all respects, and all versions hereof in any other language shall be for accommodation only and shall not be binding upon the parties hereto. In the event of any inconsistency between the English version and the Chinese version, the English version shall control. All communications and notices to be made or given pursuant to these terms and this agreement shall be in the English language.

EXHIBIT A

Events listed in Rule 506(d)(1) of Regulation D under the Securities Act of 1933

Do any of the following apply to Subscriber? If yes, you may not receive Tokens under these Terms of Service.

  • (i) Has been convicted, within ten years before such distribution or sale(or five years, in the case of issuers, their predecessors and affiliated issuers), of any felony or misdemeanor:

    • (A) In connection with the purchase or sale of any security;
    • (B) Involving the making of any false filing with the Commission; or
    • (C) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchase of securities;

  • (ii) Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within five years before such distribution or sale, that, at the time of such distribution or sale, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice:

    • (A) In connection with the purchase or sale of any security;
    • (B) Involving the making of any false filing with the Commission; or
    • (C) Arising out of the conduct of the business of an underwriter, broker,dealer, municipal securities dealer, investment adviser or paid solicitor of purchase of securities;

  • (iii) Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union Administration that:

    • (A) At the time of such sale, bars the person from:

      1. Association with an entity regulated by such commission, authority, agency or officer;
      2. Engaging in the business of securities, insurance or banking; or
      3. Engaging in savings association or credit union activities; or

    • (B) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within ten years before such sale;

  • (iv) Is subject to an order of the Commission entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (15 U.S.C. §§ 78o(b) or 78o-4(c)) or section 203(e) or (f) of the Investment Advisers Act of 1940 (15 U.S.C. § 80b- 3(e) or (f)) that, at the time of such distribution or sale :

    • (A) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment adviser;
    • (B) Places limitations on the activities, functions or operations of such person; or
    • (C) Bars such person from being associated with any entity or from participating in the offering of any penny stock;

  • (v) Is subject to any order of the Commission entered within five years before such distribution that, at the time of such distribution or sale, orders the person to cease and desist from committing or causing a violation or future violation of:

    • (A) Any scienter-based anti-fraud provision of the federal securities laws, including without limitation section 17(a)(1) of the Securities Act of 1933 (15 U.S.C. § 77q(a)(1)), section 10(b) of the Securities Exchange Act of 1934 (15 U.S.C. § 78j(b)) and 17 CFR § 240.10b-5, section 15(c)(1) of the Securities Exchange Act of 1934 (15 U.S.C. § 78o(c)(1)) and section 206(1) of the Investment Advisers Act of 1940 (15 U.S.C. § 80b-6(1)) or any other rule or regulation thereunder; or
    • (B) Section 5 of the Securities Act of 1933 (15 U.S.C.§ 77e);

  • (vi) Is suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;

  • (vii) Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the Commission that, within five years before such distribution or sale , was the subject of a refusal order, stop order or order suspending the Regulation A exemption, or is, at the time of such distribution or sale , the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; or

  • (viii) Is subject to a United States Postal Service false representation order entered within five years before such distribution or sale , or is, at the time of such distribution or sale , subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.