Terms of Service

investordataroom.com Platform Terms of Service Version: 1.0.0 Effective date: the effective date recorded for this version in the Platform Legal Ledger at publication. Operator: Mikasa Labs LLC, a California limited liability company ("we", "us", or "our"). Notice address: 37010 Dusterberry Way 546, Fremont, CA 94536. PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE, IN SECTION 16, DISCLAIMERS OF WARRANTIES; IN SECTION 17, A LIMITATION OF MIKASA LABS LLC'S LIABILITY; AND IN SECTION 19, A BINDING INDIVIDUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT HOW DISPUTES ARE RESOLVED. SECTION 19.9 EXPLAINS HOW TO OPT OUT OF ARBITRATION WITHIN 30 DAYS. 1. Acceptance and Parties 1.1 The agreement. These Terms of Service (the "Terms") are a binding agreement between Mikasa Labs LLC and each person who accepts them (each an "Authorized User", "you"). The Terms govern access to and use of the Services. If you do not agree, do not accept the Terms and do not use the Services. 1.2 How you accept. You accept the Terms by an affirmative act: selecting the acceptance control presented by the Services before first access and after any revision that requires renewed acceptance. Your acceptance is an electronic record and electronic signature. You consent to transact electronically, and you agree that your electronic acceptance has the same force as a handwritten signature. Mikasa Labs LLC retains a record of each acceptance, including the document version, the acceptance timestamp, and a keyed hash derived from the network address used; the raw network address is not retained. 1.3 Who may use the Services. The Services are for business and investment-related use by adults. You represent that you are at least 18 years old, that the account information associated with you is accurate, and that you have been invited to the Services by a Customer or by Mikasa Labs LLC. There is no self-service registration. The Services are not directed to children. 1.4 Customer acceptance and authority. If you accept the Terms while holding a Client Administrator role for a Customer, you represent and warrant that you have authority to bind that Customer, and the Terms, including the Customer Provisions, thereby bind the Customer as a party. "Customer Provisions" means Sections 8, 9, 10.3, 10.4, 15, and 18, together with the obligations these Terms expressly place on a Customer. If you do not have that authority, you must not accept the Terms as a Client Administrator, and you must notify Mikasa Labs LLC at the address in Section 25. 1.5 Investors. If you are an Investor, you are an Authorized User under these Terms for your use of the Services. Your investment relationship, and the offering you participate in, exist solely between you and the Customer that invited you. Mikasa Labs LLC is not a party to that relationship. 1.6 The two-layer legal model. The Services present two distinct legal layers. The first layer is these Terms and the other platform documents published by Mikasa Labs LLC, which govern the relationship between you and Mikasa Labs LLC as the software provider. The second layer is the Customer's own terms of service and privacy policy, which govern the relationship between the Customer and its Investors. Customer legal documents are presented only as links to external websites operated by the Customer. Mikasa Labs LLC does not host, author, review, or adopt them and is not a party to them. 2. Definitions 2.1 "Acceptable Use Policy" or "AUP" means the investordataroom.com Acceptable Use Policy published by Mikasa Labs LLC in the Platform Legal Ledger, as revised from time to time under Section 21. The AUP is incorporated into these Terms by reference, and a copy of the current AUP is available from Mikasa Labs LLC on request at the address in Section 25. 2.2 "Authorized User" means an individual who accepts these Terms as described in Section 1.1 and accesses the Services under an account provisioned through a Customer or by Mikasa Labs LLC, including Client Administrators and Investors. 2.3 "Client Administrator" means an Authorized User whom a Customer or Mikasa Labs LLC has provisioned with the administrator role for that Customer's tenant. 2.4 "Customer" means the legal entity (for example, an EB-5 regional center, issuer, or fund manager) for which a tenant on the Services is provisioned and that is bound under Section 1.4 or under an Order Form. 2.5 "Customer Content" means the subset of Customer Data that the Customer or its Client Administrators author, upload, or publish for presentation to Investors, including offering-related documents, project descriptions and updates, funds-flow figures, job-creation figures, media, and document files. 2.6 "Customer Data" means all data submitted to the Services by or for the Customer or its Authorized Users, including Customer Content, Investor contact and account information, investment records, and acknowledgment records. 2.7 "Customer Personal Data" means personal data or personal information contained in Customer Data that Mikasa Labs LLC processes on behalf of the Customer. 2.8 "Data Processing Addendum" or "DPA" means the data processing addendum entered into between Mikasa Labs LLC and a Customer governing the processing of Customer Personal Data. 2.9 "Investor" means an Authorized User whom a Customer has invited to view that Customer's Customer Content and related records. 2.10 "Order Form" means an ordering document or separate written agreement between Mikasa Labs LLC and a Customer that references these Terms and states commercial terms such as fees and term. 2.11 "Platform Legal Ledger" means Mikasa Labs LLC's append-only record of published versions of its platform legal documents, in which each version carries a version identifier, an effective date, and an indication of whether it requires renewed acceptance. 2.12 "Services" means the hosted investor data room software made available by Mikasa Labs LLC at investordataroom.com and on tenant-specific subdomains of investordataroom.com, together with related application interfaces and server functions operated by Mikasa Labs LLC. 3. The Services and Mikasa Labs LLC's Role 3.1 What the Services are. The Services are multi-tenant software that lets a Customer present its own content and documents to Investors the Customer selects, and lets those Investors view content, download and acknowledge documents, and track information the Customer publishes. The Services are operated from data center infrastructure located in the United States. 3.2 Neutral technology provider. Mikasa Labs LLC provides software and hosting only. With respect to Customer Data, the Customer is the data controller and the publisher; Mikasa Labs LLC acts as a data processor and hosting conduit acting on the Customer's instructions. Mikasa Labs LLC does not select, create, edit, curate, rank, or promote Customer Content, and does not direct which Investors a Customer invites. 3.3 No endorsement. Mikasa Labs LLC does not review, verify, endorse, sponsor, or stand behind any Customer, any offering, any investment, or any Customer Content. The availability of a Customer or its content on the Services is not a statement by Mikasa Labs LLC about that Customer, its offerings, its compliance, or its quality, and must not be presented as one. 3.4 No obligation to monitor. Mikasa Labs LLC has no obligation to pre-screen, monitor, or moderate Customer Data. Mikasa Labs LLC may act on notices, lawful requests, and credible reports as described in the AUP, and may remove or disable access to content or accounts as described in Section 14 and the AUP. Action or inaction by Mikasa Labs LLC does not transfer responsibility for Customer Data to Mikasa Labs LLC. 3.5 Changes to the Services. The Services evolve. Mikasa Labs LLC may add, change, or remove features. Mikasa Labs LLC will not materially reduce the core function of the Services during a Customer's paid term except as required by law or security. 4. No Intermediary Role; No Advice 4.1 Not a securities intermediary. Mikasa Labs LLC is not a broker-dealer, dealer, funding portal, investment adviser, investment company, fund administrator, transfer agent, escrow agent, or fiduciary, and does not act as a finder, promoter, solicitor, or placement agent for any Customer or offering. Mikasa Labs LLC does not: solicit or recommend any investment; introduce or match investors and issuers; participate in negotiations; effect, execute, or facilitate securities transactions; handle, hold, transmit, or have custody of investor funds or securities; perform investor accreditation, suitability, know-your-customer, or anti-money-laundering checks; or receive compensation that is contingent on the outcome, size, or completion of any offering or investment. Mikasa Labs LLC's fees are software fees under an Order Form and are not transaction-based. 4.2 No offer. Nothing made available by Mikasa Labs LLC through the Services is an offer to sell or a solicitation of an offer to buy any security by Mikasa Labs LLC, and nothing on the Services should be read as Mikasa Labs LLC describing, recommending, or endorsing any security. 4.3 No professional advice. Mikasa Labs LLC is not a law firm, investment adviser, tax adviser, or immigration adviser, and nothing in the Services is legal, investment, tax, accounting, or immigration advice from Mikasa Labs LLC. You are responsible for obtaining your own professional advice. 4.4 Immigration outcomes. The Services are not an immigration service. Immigration benefits, including EB-5 petition and visa outcomes, are determined solely by United States Citizenship and Immigration Services and other government authorities. Records available through the Services, including document acknowledgment records and job-creation figures, are authored or furnished by the Customer for the Customer's own purposes, and Mikasa Labs LLC makes no representation that any record satisfies the requirements of any government filing. 5. Accounts and Security 5.1 Account provisioning. Accounts are created by invitation. You must keep your account information accurate and must not share your account or credentials with any other person. 5.2 Credentials. You are responsible for maintaining the confidentiality of your credentials and for activity under your account. Notify Mikasa Labs LLC promptly at the address in Section 25 if you suspect unauthorized access to your account. 5.3 Multi-factor authentication. Multi-factor authentication is required for administrator accounts, is available to Investor accounts, and is required as a step-up verification to open certain sensitive document categories regardless of role. 5.4 Sessions and access changes. Sessions expire automatically after a limited period. Mikasa Labs LLC or the Customer may change or revoke an Authorized User's access, and revocation takes effect promptly, including termination of existing sessions. 5.5 Security logging. Security-relevant activity on the Services, including sign-in events, administrative actions, consent events, and document downloads, is recorded in audit logs maintained for security, integrity, and compliance purposes. 6. Customer Data and Customer Content 6.1 Ownership. As between Mikasa Labs LLC and the Customer, the Customer retains all right, title, and interest in and to Customer Data. Mikasa Labs LLC acquires no ownership of Customer Data under these Terms. 6.2 Hosting license. The Customer grants Mikasa Labs LLC a limited, non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit, display, and process Customer Data solely as necessary to provide, secure, and support the Services, to comply with law, and to enforce these Terms. This license ends when the Customer Data is deleted from the Services under Section 15, except for records retained under Section 15.4. 6.3 Sole responsibility for Customer Content. The Customer is solely responsible for Customer Content and for all Customer Data it or its Authorized Users submit, including its accuracy, completeness, legality, and non-infringement, and including all offering materials, disclosures, financial figures, funds-flow presentations, job-creation figures, and project updates. Mikasa Labs LLC does not verify Customer Content and has no responsibility for it. Investors must direct all questions about Customer Content to the Customer. 6.4 Documents and acknowledgments. The Customer directs which documents are stored and to whom they are made available. Where the Services record an Investor's acknowledgment of a document, that record is created for the Customer and furnished for the Customer's own compliance and record-keeping purposes. 6.5 Upload restrictions. Certain categories of data must not be uploaded to the Services, as stated in the AUP. Mikasa Labs LLC may block or remove uploads that violate those restrictions. 6.6 Feedback. If you send Mikasa Labs LLC suggestions or feedback about the Services, Mikasa Labs LLC may use them without restriction or obligation. Feedback does not include Customer Data. 7. Acceptable Use 7.1 The AUP binds every Authorized User and every Customer. You will use the Services only in compliance with the AUP, these Terms, and applicable law. The Customer will ensure its Authorized Users comply. 7.2 A material violation of the AUP is a material breach of these Terms and may lead to removal of content, suspension, or termination under Section 14. 8. Customer Compliance Obligations This Section 8 is a Customer Provision. 8.1 Securities compliance. The Customer is solely responsible for its offerings and its use of the Services in connection with them, including: registration or qualification of offerings or the availability and conditions of an exemption; the content, accuracy, and completeness of offering materials and required disclosures; limitations on general solicitation and advertising applicable to its offerings; verification of investor accreditation or eligibility where required; anti-fraud compliance; and any registration, licensing, or supervision obligations of the Customer, its personnel, and its agents, including any broker-dealer, investment adviser, or municipal or state law obligations. The Services perform none of these functions for the Customer. 8.2 EB-5 program compliance. If the Customer participates in the EB-5 immigrant investor program, the Customer is solely responsible for its program obligations, including regional center obligations, required filings, the accuracy of job-creation and funds-flow information it publishes, and the registration of any direct or third-party promoters as required by law. The Customer will not identify Mikasa Labs LLC as a promoter, agent, finder, or representative of the Customer or of any offering in any filing, offering material, or communication. 8.3 Investor relationship and Customer legal documents. The Customer will maintain its own terms of service and privacy policy governing its relationship with its Investors, hosted on the Customer's own website, and will keep the links it provides to the Services accurate and current. The Customer is responsible for having a lawful basis for all Customer Personal Data it causes to be processed on the Services. 8.4 Regulated-entity obligations. If the Customer is subject to financial-sector or other regulatory obligations (for example, safeguards or information-security program requirements applicable to financial institutions), the Customer is responsible for its own compliance. Mikasa Labs LLC undertakes vendor obligations of that kind only in a written agreement signed by Mikasa Labs LLC, such as the DPA or an Order Form. 9. Fees This Section 9 is a Customer Provision. 9.1 Fees. Fees for the Services, if any, are stated in an Order Form or separate written agreement between Mikasa Labs LLC and the Customer. The Services contain no billing or payment functionality, and Mikasa Labs LLC does not collect payment through the Services. Investors are not charged by Mikasa Labs LLC for access. 9.2 Taxes. Fees are exclusive of taxes. The Customer is responsible for applicable taxes, other than taxes on Mikasa Labs LLC's income. 9.3 Nonpayment. Failure to pay undisputed fees when due under an Order Form is a material breach subject to Section 14 after written notice and a 30 day cure period. 10. Privacy and Data Processing 10.1 Informational notices. The investordataroom.com Privacy Policy and Cookie Policy describe how personal data is processed on the Services. They are informational notices, not contracts, and they do not amend these Terms or the DPA. 10.2 Data location and security. The Services store data in the United States; the primary datastore and file storage are provisioned in a single United States region. Mikasa Labs LLC maintains technical and organizational security measures for the Services, including tenant isolation, access controls, encrypted transport, and audit logging. 10.3 Data Processing Addendum. This Section 10.3 is a Customer Provision. Processing of Customer Personal Data by Mikasa Labs LLC on behalf of the Customer is governed by the DPA between Mikasa Labs LLC and the Customer. For the processing of Customer Personal Data, the DPA controls over these Terms and the AUP in the event of conflict. 10.4 Cross-border gate. This Section 10.4 is a Customer Provision. The Customer will not submit, and will not permit its Authorized Users to submit, Customer Personal Data relating to any individual who is located outside the United States or who is not a United States citizen or national, unless and until a DPA, including any applicable cross-border transfer terms, is in effect between the Customer and Mikasa Labs LLC. 10.5 Data subject requests. Mikasa Labs LLC will provide reasonable assistance to the Customer with verified requests from data subjects concerning Customer Personal Data, as described in the DPA. Mikasa Labs LLC handles verified requests through an operator-mediated process; the Services do not provide self-service export or erasure. 11. Intellectual Property 11.1 Mikasa Labs LLC property. Mikasa Labs LLC and its licensors retain all right, title, and interest in and to the Services, including software, interfaces, and the investordataroom.com name and branding. No rights are granted except as expressly stated in these Terms. You will not copy, modify, create derivative works of, or distribute the Services, and you will not remove or alter legal notices in the Services. 11.2 License to use the Services. Subject to these Terms, Mikasa Labs LLC grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for their intended purpose during your authorized access. 12. Third-Party Services and External Links 12.1 Infrastructure. The Services run on third-party cloud infrastructure and use third-party providers for functions such as email delivery and anti-abuse protection. Those providers process data as described in the Privacy Policy and, for Customer Personal Data, the DPA. 12.2 External links and embedded content. The Services may display links to external websites, including the Customer's own legal documents, and may display video content embedded from third-party platforms when a Customer chooses to embed it. Mikasa Labs LLC does not control and is not responsible for external websites or third-party platforms, and your use of them is subject to their own terms and privacy policies. 13. Copyright Infringement Notices 13.1 Policy. Mikasa Labs LLC responds to notices of claimed copyright infringement consistent with 17 U.S.C. 512. If you believe content on the Services infringes your copyright, send a written notice to Mikasa Labs LLC's designated agent identified in Section 13.2 that includes: (a) a physical or electronic signature of the copyright owner or a person authorized to act for the owner; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material claimed to be infringing and information reasonably sufficient to permit Mikasa Labs LLC to locate it on the Services; (d) your contact information, including address, telephone number, and email address; (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that you are the owner or authorized to act on behalf of the owner. 13.2 Designated agent. Copyright Agent, Mikasa Labs LLC, 37010 Dusterberry Way 546, Fremont, CA 94536, United States. Phone: 5103966352. Email: dmca@investordataroom.com. This agent is registered with the United States Copyright Office DMCA Designated Agent Directory. Until the designated agent registration is published in the directory, copyright notices may also be sent to the contact address in Section 25. 13.3 Takedown and counter-notice. Upon receiving a compliant notice, Mikasa Labs LLC will act expeditiously to remove or disable access to the identified material and will take reasonable steps to notify the user who stored it. That user may submit a counter-notification containing the elements required by 17 U.S.C. 512(g)(3) to the same designated agent. If Mikasa Labs LLC receives a compliant counter-notification, Mikasa Labs LLC will follow the procedure in 17 U.S.C. 512(g), including restoring the material in not less than 10 and not more than 14 business days after receipt of the counter-notification unless Mikasa Labs LLC's designated agent first receives notice that the complaining party has filed an action seeking a court order against the user. Nothing in this Section 13 limits Mikasa Labs LLC's rights under Section 14 or the AUP with respect to material that independently violates these Terms or the AUP. 13.4 Repeat infringers. Mikasa Labs LLC will terminate, in appropriate circumstances, the accounts of Authorized Users who are repeat infringers, and may suspend or terminate a tenant whose account is repeatedly used for infringement. 13.5 Misrepresentation. Knowingly materially misrepresenting that material is infringing, or that it was removed by mistake, may expose you to liability under 17 U.S.C. 512(f). 14. Term, Suspension, and Termination 14.1 Term. These Terms apply to you from your acceptance for as long as you have access to the Services. For a Customer, the Terms apply for as long as its tenant is provisioned or an Order Form is in effect. 14.2 Termination by you. An Authorized User may stop using the Services at any time and may request account closure through the Customer that invited them or through Mikasa Labs LLC. A Customer may terminate as stated in its Order Form or, if none, by 30 days written notice to Mikasa Labs LLC. 14.3 Suspension and termination by Mikasa Labs LLC. Mikasa Labs LLC may suspend or terminate access of an Authorized User or a Customer, or remove or disable access to specific content, if: (a) there is a material breach of these Terms or the AUP; (b) suspension or removal is required by law, court order, or a governmental request that Mikasa Labs LLC reasonably believes it must honor; (c) continued provision poses a credible risk to the security, integrity, or availability of the Services or to other tenants or users; (d) undisputed fees are unpaid following the notice and cure period in Section 9.3; or (e) the account is used for repeat infringement under Section 13.4. Except where the circumstances in (b) or (c) make prior notice impracticable, or where notice would frustrate a lawful investigation, Mikasa Labs LLC will give prior written notice and a reasonable opportunity to respond or cure. Suspension restricts access but preserves data; termination triggers Section 15. 14.4 Effect of termination. On termination, access rights end and each party retains its accrued rights. Sections identified in Section 24.6 survive. 15. Data Return and Deletion This Section 15 is a Customer Provision. 15.1 Return. Upon the Customer's written request made before, or within 30 days after, the effective date of termination of the Customer's tenant, Mikasa Labs LLC will make available to the Customer a copy of the Customer Data then held in the Services, in a commercially reasonable machine-readable format, within a reasonable period. Where a DPA is in effect, return and deletion of Customer Personal Data follow the DPA. 15.2 Deletion after termination. After the return window in Section 15.1, Mikasa Labs LLC will delete Customer Data held in the Services within 90 days, except as stated in Section 15.4. 15.3 Individual erasure requests. A verified erasure request concerning an individual account is executed as an immediate access cut (the account is disabled, sessions are revoked, and entitlements are revoked) followed by a deletion window of 30 days, after which remaining personal data is purged except as stated in Section 15.4. 15.4 Retention carve-outs. The following are retained notwithstanding deletion or erasure, for as long as the applicable purpose requires: (a) records evidencing legal acceptance and consent, and document acknowledgment attestations, with request-context identifiers such as hashed network addresses removed at purge; (b) investment and allocation records constituting the financial and program record of a completed relationship; (c) audit logs; (d) data subject to a legal hold, litigation preservation duty, or lawful government request, which takes precedence over deletion until the hold is released; and (e) residual copies in routine backups, which are deleted or overwritten in the ordinary course of Mikasa Labs LLC's backup cycle and are not used to restore deleted data except for disaster recovery. 16. Disclaimers 16.1 THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, MIKASA LABS LLC AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. MIKASA LABS LLC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT DATA WILL NOT BE LOST. 16.2 MIKASA LABS LLC MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE OF ANY KIND ABOUT ANY CUSTOMER, CUSTOMER CONTENT, OFFERING, OR INVESTMENT, INCLUDING THEIR ACCURACY, LEGALITY, OR COMPLETENESS, OR ABOUT THE OUTCOME OF ANY INVESTMENT OR ANY IMMIGRATION PETITION OR VISA APPLICATION. ALL CUSTOMER CONTENT IS PROVIDED BY THE CUSTOMER, NOT BY MIKASA LABS LLC. 16.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU TO THAT EXTENT. 17. Limitation of Liability 17.1 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MIKASA LABS LLC NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, OR FOR INVESTMENT LOSSES OR IMMIGRATION OUTCOMES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 17.2 AGGREGATE CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF MIKASA LABS LLC AND ITS SUPPLIERS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE FEES PAID TO MIKASA LABS LLC BY THE CUSTOMER THROUGH WHICH THE CLAIMANT'S ACCESS WAS PROVISIONED IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) 100 UNITED STATES DOLLARS. 17.3 SCOPE. THE EXCLUSIONS AND CAP IN THIS SECTION 17 APPLY TO ALL CLAIMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. THEY DO NOT LIMIT THE CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 9, THE CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 18, OR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY ARISING FROM FRAUD OR WILLFUL MISCONDUCT TO THE EXTENT IT CANNOT BE LIMITED. 17.4 BASIS OF THE BARGAIN. THE PARTIES AGREE THAT THIS SECTION 17 REFLECTS A REASONABLE ALLOCATION OF RISK AND THAT MIKASA LABS LLC WOULD NOT PROVIDE THE SERVICES ON THESE ECONOMIC TERMS WITHOUT IT. 18. Indemnification This Section 18 is a Customer Provision. 18.1 Customer indemnity. The Customer will defend, indemnify, and hold harmless Mikasa Labs LLC and its members, managers, officers, employees, and agents from and against any third-party claim, demand, investigation, or proceeding, and all resulting losses, damages, fines, penalties, settlements, and reasonable costs and attorneys' fees, to the extent arising out of: (a) Customer Data or Customer Content, including any alleged misstatement or omission in offering materials, funds-flow figures, or job-creation figures; (b) any offering, sale, or solicitation of securities by or for the Customer, or the Customer's violation of securities, immigration, or other law; (c) the Customer's or its Authorized Users' breach of these Terms or the AUP; (d) any dispute between the Customer and any Investor or other participant in the Customer's offerings; or (e) the Customer's failure to maintain a lawful basis for, or required notices and consents covering, Customer Personal Data. 18.2 Procedure. Mikasa Labs LLC will give the Customer prompt written notice of a claim (except that late notice reduces the Customer's obligations only to the extent of resulting prejudice), reasonable cooperation at the Customer's expense, and, subject to Mikasa Labs LLC's right to participate with its own counsel at its own expense, control of the defense. The Customer will not settle a claim in a way that imposes a non-monetary obligation on, or admits fault by, Mikasa Labs LLC without Mikasa Labs LLC's prior written consent. 19. Dispute Resolution; Arbitration Agreement 19.1 SCOPE AND NOTICE. THIS SECTION 19 REQUIRES THAT DISPUTES BETWEEN YOU AND MIKASA LABS LLC BE RESOLVED IN BINDING INDIVIDUAL ARBITRATION, WITH LIMITED EXCEPTIONS, AND IT WAIVES CLASS ACTIONS AND CLASS ARBITRATIONS. IT APPLIES TO EVERY AUTHORIZED USER AND EVERY CUSTOMER. YOU MAY OPT OUT UNDER SECTION 19.9. IT DOES NOT APPLY TO DISPUTES BETWEEN YOU AND ANY CUSTOMER, WHICH ARE GOVERNED BY YOUR AGREEMENTS WITH THAT CUSTOMER. 19.2 Informal resolution first. Before starting arbitration or a small-claims action, the party asserting a dispute must send the other a written notice describing the dispute and the relief sought (to Mikasa Labs LLC, at the addresses in Section 22; to you, at your account email). For 30 days after the notice, the parties will attempt in good faith to resolve the dispute informally. Applicable statutes of limitation are tolled during this period. Completion of this Section 19.2 is a condition precedent to starting arbitration. 19.3 Agreement to arbitrate. Except as stated in Section 19.10, any dispute, claim, or controversy arising out of or relating to these Terms, the AUP, or the Services, including its existence, breach, termination, enforcement, interpretation, or validity, will be resolved by final and binding arbitration on an individual basis. This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. 1 et seq., and evidences a transaction involving interstate commerce. 19.4 Rules and forum. The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules where those rules apply to the dispute by their terms, and otherwise under its Commercial Arbitration Rules, in each case as modified by this Section 19. The AAA rules are available at https://www.adr.org. There will be one arbitrator. For an individual Authorized User, any in-person hearing will take place in the county where you reside or another mutually agreed location, and hearings may be conducted by videoconference where the applicable rules allow. For a Customer, the seat of arbitration is Alameda County, California. Except as modified by this Section 19, the arbitrator will apply the governing law in Section 20. Payment of filing, administration, and arbitrator fees follows the applicable AAA rules. 19.5 Small claims carve-out. Either party may bring an individual claim in small claims court in a court of competent jurisdiction, instead of arbitration, if the claim qualifies for that court and remains an individual claim. 19.6 CLASS ACTION WAIVER. YOU AND MIKASA LABS LLC EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING, EXCEPT AS STATED IN SECTION 19.8. THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE THAT PARTY'S INDIVIDUAL CLAIM, AND MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS WITHOUT THE WRITTEN CONSENT OF ALL PARTIES. IF THIS SECTION 19.6 IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM, THAT CLAIM, AND ONLY THAT CLAIM, MUST PROCEED IN THE COURTS IDENTIFIED IN SECTION 20, AND THE REMAINING CLAIMS REMAIN IN ARBITRATION. 19.7 Mass arbitration. If 25 or more arbitration demands of a substantially similar nature are filed against Mikasa Labs LLC by or with the assistance of the same or coordinated counsel or organizations, the AAA Mass Arbitration Supplementary Rules will apply in addition to the otherwise applicable AAA rules, including the appointment of a process arbitrator for non-merits issues. In addition, the parties agree that the demands will be administered in batches of 50, with only one batch filed, administered, and arbitrated at a time and each batch resolved before the next batch is filed, and that applicable statutes of limitation are tolled for a claimant's demand from the time a compliant Section 19.2 notice for it is received until that claimant's batch concludes. If a court or arbitrator determines that this Section 19.7 is unenforceable as to a demand, the remainder of this Section 19 still applies to that demand. 19.8 Public injunctive relief. If applicable law provides that a waiver of the right to seek public injunctive relief in any forum is unenforceable, then to that extent, and only to that extent, a claim for public injunctive relief may be pursued in the courts identified in Section 20; that claim will be stayed pending arbitration of all arbitrable claims, and all other relief remains subject to arbitration on an individual basis. 19.9 Opt-out. You may opt out of this arbitration agreement, and of the class action waiver as it applies to arbitration, by sending written notice within 30 days after you first accept these Terms, by email to legal@investordataroom.com with the subject line "Arbitration Opt-Out" or by mail to the notice address in Section 22, stating your name, the email address associated with your account, and that you opt out of arbitration. Opting out affects neither the rest of these Terms nor any other agreement between you and Mikasa Labs LLC. 19.10 Exceptions. This Section 19 does not require arbitration of: (a) small claims under Section 19.5; (b) a claim for public injunctive relief to the extent stated in Section 19.8; or (c) an action by either party for temporary, preliminary, or permanent injunctive or other equitable relief in the courts identified in Section 20 concerning intellectual property, unauthorized access to the Services, or the security or integrity of the Services, without waiving arbitration of the underlying merits. 19.11 Severability and survival. Except as stated in Sections 19.6 and 19.7, if any part of this Section 19 is found unenforceable, the remainder remains in effect. If this arbitration agreement is found wholly unenforceable as to a dispute, that dispute will be resolved exclusively in the courts identified in Section 20. This Section 19 survives termination of these Terms. 20. Governing Law and Venue 20.1 Governing law. These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of California and applicable United States federal law, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs Section 19. If you are an individual consumer entitled to the protection of mandatory consumer-protection law of your place of residence, nothing in this Section deprives you of that protection. 20.2 Venue. Subject to Section 19, any dispute not subject to arbitration, and any action to enforce an arbitration award or seek relief permitted by Section 19.10, must be brought exclusively in the state or federal courts located in Alameda County, California, and the parties consent to personal jurisdiction and venue there. To the maximum extent permitted by applicable law, each party waives its right to a trial by jury in any such court proceeding. 21. Changes to These Terms 21.1 Versioning. Mikasa Labs LLC publishes each version of these Terms, the AUP, and its other platform legal documents to the Platform Legal Ledger. Each published version records its version identifier, its effective date, and whether it requires renewed acceptance. The ledger record is the authoritative text of each version. 21.2 Notice and renewed acceptance. If Mikasa Labs LLC revises these Terms in a way that requires renewed acceptance, the Services will present the revised version to you at or after its effective date, at your next sign-in or access, and you must accept it to continue using the Services. For revisions that do not require renewed acceptance (for example, corrections that do not change the substance of the bargain), the revised version is effective on its stated effective date, and your continued use of the Services after that date constitutes acceptance. Mikasa Labs LLC will set effective dates so as to give reasonable advance notice of material changes where practicable. 21.3 Right to stop using. If you do not agree to a revised version, your remedy is to stop using the Services and, for a Customer, to terminate under Section 14.2. Continued use after acceptance of a revised version is governed by that version. 22. Notices 22.1 To Mikasa Labs LLC. Legal notices to Mikasa Labs LLC must be sent by email to legal@investordataroom.com or by mail to Mikasa Labs LLC, 37010 Dusterberry Way 546, Fremont, CA 94536. A notice is effective on receipt. 22.2 To you. Mikasa Labs LLC may give notices by email to the address associated with your account, by presentation within the Services (including the acceptance gate), or, for a Customer, to the notice address in its Order Form. Email and in-Service notices are effective when sent or first presented. 23. Export Controls and Sanctions 23.1 You represent that you are not located in, and are not ordinarily resident in, any country or territory subject to comprehensive United States sanctions, and that you are not listed on any United States government restricted-party or sanctions list. You will not use the Services in violation of United States export control or sanctions laws, and the Customer will not use the Services to offer or sell interests to persons where doing so would violate those laws. 24. General Provisions 24.1 Entire agreement and precedence. These Terms, the AUP, and, for a Customer, the DPA and any Order Form, are the entire agreement between the parties about the Services and supersede all prior or contemporaneous understandings on that subject. If there is a conflict: (a) for the processing of Customer Personal Data, the DPA controls, then these Terms, then the AUP; (b) for commercial terms, an Order Form controls over these Terms to the extent it expressly states so; and (c) otherwise these Terms control over the AUP. The Privacy Policy and Cookie Policy are informational notices and are not part of this agreement. 24.2 Assignment. You may not assign or transfer these Terms, or any rights or obligations under them, without Mikasa Labs LLC's prior written consent, and any attempt without consent is void. Mikasa Labs LLC may assign these Terms to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of its assets or business, with notice. 24.3 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, labor disputes, utility or internet failures, governmental acts, and third-party infrastructure outages. 24.4 Severability and waiver. If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions remain in full force. A failure to enforce a provision is not a waiver, and a waiver is effective only if in writing. 24.5 Relationship; no third-party beneficiaries. The parties are independent contractors. These Terms create no agency, partnership, joint venture, or employment relationship, and, except for the indemnified parties in Section 18.1, there are no third-party beneficiaries. 24.6 Survival. Sections 2, 4, 6.1, 6.6, 8, 11, 13.5, 15, 16, 17, 18, 19, 20, 22, 23, and 24 survive termination or expiration of these Terms, together with any other provision that by its nature should survive. 24.7 Interpretation. "Including" means "including without limitation". Headings are for convenience only. These Terms are drafted in English, and the English text governs. 25. Contact Questions about these Terms may be sent to legal@investordataroom.com or to Mikasa Labs LLC, 37010 Dusterberry Way 546, Fremont, CA 94536. California consumer notice. Under California Civil Code Section 1789.3, California users of the Services are entitled to the following notice: the Services are provided by Mikasa Labs LLC, 37010 Dusterberry Way 546, Fremont, CA 94536. Investors are not charged by Mikasa Labs LLC for access to the Services; fees charged to a Customer, if any, are stated in its Order Form. Complaints or inquiries may be directed to the contact above, or to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, telephone (800) 952-5210.