Terms of Service

Last updated October 11, 2023

1 Acceptance of Terms.

1.1 Tradable Corp (“Tradable”or “we”) provides its Service (as defined below) to you through its web site located at http://www.tradable.xyz and http://www.tradable.financial (the“Site”), subject to this Terms of Service agreement (“TOS”) and various other agreements that we may require you to enter into from time to time. By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use theService.

1.2 Tradable may change this TOS from time to time by providing thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice on the Site. You can review the most current version of this TOS at any time at http://www.tradable.xyz/terms-of-service by logging into your account. The revised terms and conditions will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is stop using the Services and send a cancellation email to [e-mail].

1.3 As part of the registration process, you will identify an administrative user name and password for your account (“Account”). You may use the administrative user name and password to create non-administrative standard users (each with a user password) up to the maximum number permitted in the applicable technology agreement.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST TRADABLE ON AN INDIVIDUAL BASIS, NOTAS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY,INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOTBE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

2 Description of Service. The “Service” includes (a) the Site, (b) Tradable’s platform services and related technologies, that enable managers to access theTradable platform to list and manage credit deals consisting of loans with loan purchasers and (c) all software(including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing(collectively referred to as the “Content”). The Services include third party advanced technologies, such as artificial intelligence, machine learning systems, and similar technology and features (together, “AI Technology”), including third party large language models (“LLM”). AITechnology made available in the Services includes an AI chatbot. The Service is designed to facilitate the administrative processes associated with syndication of credit, including controlling deal permissions, customizing and populating data rooms, and facilitating communication between managers and purchasers. Tradable also allows purchasers who have pre-existing relationship with managers to access deals and monitor their portfolios. Managers are solely responsible for allAML/KYC and purchaser accreditation. Tradable is not responsible for information that managers populate into data rooms. Tradable will not review or opine on any deal, for suitability or otherwise. Tradable may perform clerical validation checks to ensure minimum specified information is included. Each user is solely responsible for conducing diligence selecting the loans that comprise such user’s portfolio. Purchasers may transmit non-binding indications of interest to managers for deals listed on the platform. Managers are solely responsible for awarding or selecting allocations. Managers may execute deal documents through the Tradable platform using third party signature software, but any settlement occurs away from the Tradable platform. Tradable holds no funds or securities. Any new features added to or augmenting theService are also subject to this TOS.

2.1 Tradable Corp ("Tradable") is not a registered investment adviser or registered broker-dealer and does not provide investment recommendations or advice of any kind. Any materials provided are solely for informational purposes and should not be construed as an offer to sell or the solicitation of an offer to buy any securities, or participate in any investment, nor as intended to provide, and should not be relied on for, investment, tax, financial, accounting, legal, regulatory or compliance advice. The opinions and analysis contained in any materials provided may be based on published and non-published sources prepared by unrelated third parties. While such sources are believed to be reliable and written in good faith, they have not been independently verified and no representation or warranty, expressed or implied, is made as to the accuracy, completeness, or timeliness of such information. Except where otherwise indicated, any materials provided are based on information in existence as of the date of preparation, and not as of any future date, and will not be updated or otherwise revised to reflect information that subsequently becomes available, or circumstances existing or changes occurring after the date of preparation. Prior to making an investment decision, you should (i) conduct your own investigation and analysis, (ii)carefully consider an investment’s risk factors, investment objectives and strategy, fees and expenses, and any tax consequences that may result from investing, and (iii) consult with your own investment, tax, financial, accounting, and legal advisors. The value of an investment may go down as well as up, and you may lose some or all of the money that you invest. You should ensure that you have the financial capacity to hold any investments that you make for an indefinite period of time, regardless of any resale restrictions, and only invest an amount that you can afford to lose. Neither the U.S.Securities and Exchange Commission nor any state securities commission or federal or state regulatory authority has recommended or approved any investment or reviewed or approved the accuracy or completeness of any of the information or materials provided through the Tradable portal. Past performance is no guarantee of future results, and past performance of a security, financial product, or strategy does not guarantee future results.Investing in private credit involves a high degree of risk, including the potential for a complete loss of an investment. For the avoidance of doubt, Tradable does not offer any investing functionality. As a result, none of your activity on or through this Service is insured by theFDIC, SIPC, or otherwise.

2.2 Tradable does not control or monitor the operation or conduct of third party broker-dealers, investment advisers, investment platforms, or exchanges. Tradable content and information is not intended to, nor should you use it to, supplant your decision-making on what action to take, if any, with regard to investing in financial markets. Tradable will not be liable for any damage or cost of any type arising out of or in anyway connected with your use of the Service or any third party.

2.3 Each user is solely responsible for the information generated and transmitted by the user or anyone else using the user’s login credentials. Other than administrative checks for completeness and information integrity in certain instances, Tradable will not review, verify, validate, check, or otherwise confirm any of the information you transmit using the Services. Tradable has no obligation to accept or transmit all or any part of any message data that you send via the Service. Without limitation of the foregoing, Tradable has no responsibility for inaccurate, erroneous, cancelled, or duplicate transmissions, or transmissions that are not received or are delayed for any reason or no reason.

3 Artificial Intelligence Technology

3.1 As part of the Service, you have access to AI Deal Room Assistant, a licensed AI Technology tool that can help perform basic tasks like presenting information or locating documents. AI Technology is new and evolving. Some AI Technology, including third party LLM made available through the Services, allow users to submit queries or other prompts, and the AI Technology will generate and return to you content, recommendations, data, or other information through the Services (“Output”). The AI Technology is limited to providing responses based on reference data a manager uploads into a data room.

3.2 You acknowledge and agree that, in addition to the limitations and restrictions set forth in this Agreement, there are numerous limitations that apply with respect to AI Technology and the Output it generates, including that (i) it may contain errors or misleading information and may not be accurate or reliable; (ii) AI Technology is based on pre-defined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content; (iii) AI Technology can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in Output that is out of context or does not make sense; (iv) AI Technology does not have emotions and cannot understand or convey emotions in the way humans can, which can result in Output that lacks the empathy and emotion that humans are able to convey; (v)AI Technology can perpetuate biases that are present in the data used to train them, which can result in Output that is discriminatory or offensive; (vi) AITechnology can struggle with complex tasks that require reasoning, judgment and decision-making; (vii) AI Technology require large amounts of data to train and generate content, and the data used to train AI Technology may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated Output; and (viii) AI Technology-generated Output can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal.

3.3 You will use independent judgement and discretion before relying on or otherwise using Output. Output is for informational purposes only and is not a substitute for advice from a qualified professional. You will use discretion before instructing AITechnology to take any actions on your behalf, and are solely responsible for monitoring and approving any such actions. You shall not rely on the responses of the AI Technology in making an investment decision. In the event of any conflict between one of the responses of the AI Technology and the source material about a deal, the source material absolutely controls. You agree to independently verify all information the AI Technology provides you and to make your own independent decisions regarding your actions, including whether to review (or not review) any particular materials or information.

3.4 Tradable bears no liability to you or anyoneelse arising from or relating to your use of AI Technology.

4 GeneralConditions/ Access and Use of the Service.

4.1 Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Tradable. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices Tradable provides you or publishes in connection with the Service, and you shall promptly notify Tradable if you learn of a security breach related to the Service.

4.2 Any software that may be made available by Tradable in connection with the Service(“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of thisTOS, Tradable hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software on a single device solely in connection with the Service, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the interface that is provided by Tradable for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Tradable or any third party is granted to you in connection with the Service.

4.3 You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”). You agree to cooperate with and provide reasonable assistance to Tradable in promoting and advertising the Services.

4.4 You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. Tradable reserves the right to access your account in order to respond to your requests for technical support. By posting Your Content on or through theService, you hereby do and shall grant Tradable a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub-licensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. Tradable has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that Tradable may remove or disable any Content at anytime for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.

4.5 You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Tradable’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of YourContent. Tradable will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.

4.6 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service(collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services(and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Tradable’s published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.

4.7 The failure of Tradable to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and Tradable, even though it is electronic and is not physically signed by you and Tradable, and it governs your use of the Service.

4.8 Tradable reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on Tradable’s website and in other communication with existing or potential Tradable customers. To decline Tradable this right you need to email [e-mail] stating that you do not wish to be used as a reference.

4.9 Subject to the terms hereof, Tradable may (but has no obligation to) provide technical support services, through email in accordance with our standard practice.

5 Payment. You are responsible for payment of all fees associated with any deal to which you subscribe and for which your subscription is accepted. Tradable assesses a technology fee for use of the Service. You understand that you may pay other fees as part of an investment unrelated to the Service. You understand that Tradable is in noway responsible for such other fees and you should discuss any such fees with the party assessing such fee. To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide Tradable information regarding your payment instrument. You represent and warrant to Tradable that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Tradable the amount that is specified in the payment plan in accordance with the terms of such plan and this TOS. You hereby authorize Tradable to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Tradable know within sixty (60)days after the date that Tradable invoices you. We reserve the right to change Tradable’s prices. If Tradable does change prices, Tradable will provide notice of the change on the Site or in email to you, at Tradable’s option, at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. Tradable may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Tradable thirty (30) days after the mailing date of the invoice, or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Tradable’s net income.

6 Representations and Warranties. You represent and warrant to Tradable that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Tradable to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) YourContent and other activities in connection with the Service, and Tradable’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor doesYour Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.

7 Bank Account Connectivity. You are required to identify your funding account via the Tradable platform. You understand that the lender will rely on the funding account information you provide for distributions of funds that you commit to a deal and that the rights and responsibilities of each lender and purchaser governing all terms, payments, and distributions are set forth in separate documents between such respective parties. You represent and warrant that the funding account information you provide to each issuer is accurate when you submit such information, and you will keep that information current and accurate, including when any changes occur to the underlying funding account. Tradable is not responsible for the transmission of any funds between any parties on the platform.

8 Third-Party Material. Under no circumstances will Tradable be liable in any way for any content or materials of any third parties (including users),including for 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 such content. You acknowledge that Tradable does not pre-screen content, but that Tradable and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service.Without limiting the foregoing, Tradable and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Tradable, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

9 UserContent. You are solely responsible for all documents, code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials (“content”) that you make available via the Service, including by uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Service to any hosted data room or other information repository or by emailing or otherwise making available to other users of the Service (collectively, “User Content”). You agree to not use the Service to:

a. upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii)contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junkmail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,”or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Tradable, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may exposeTradable or its users to any harm or liability of any type;

b. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;

c. violate any applicable local, state, national, or international law, or any regulations having the force of law, including the rules of the U.S. Securities and Exchange Commission and Financial IndustryRegulatory Authority;

d. engage in any fraudulent or manipulative trading activity, like spoofing, momentum ignition, pumping and dumping, insider trading, front-running, wash sales, painting the tape, layering, etc.

e. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

f. solicit personal information from anyone under the age of 18;

g. harvest or collect email addresses or other contact information of other users from theService by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

h. advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

i. further or promote any criminal activity or enterprise or provide instructional information about illegal activities;

j. obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;

k. circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through theService, including through the use of virtual private networks; or

l. engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods.

m. If you are blocked by Tradable from accessing theService (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network.

10 Third-Party Services and Websites. The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the“Third-Party Services”). Additionally, you may enable or log in to the Service via various online Third-Party Services. Your access and use of the Third-PartyServices may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. SomeThird-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-PartyServices, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within theService, please see our Privacy Policy. Tradable has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices ofThird-Party Services. Tradable will not review, verify, validate, check, or otherwise confirm any of the information provided by Third Party Services, including market data. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Tradable, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Tradable enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Tradable will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on anyThird-Party Services.

10.1 The Software may contain or be provided together with open source software. If applicable, each item of open source software is subject to its own license terms.. If required by any license for particular open source software, Tradable makes such open source software, and Tradable’s modifications to that open source software (if any), available by written request to [e-mail]. Copyrights to the open source software are held by the respective copyright holders indicated therein.

11 Termination. You have the right to terminate your account at any time by sending a cancellation request to [e-mail]. Subject to earlier termination as provided below, Tradable may terminate your Account and this TOS at any time by providing thirty (30) days prior notice to the administrative email address associated with your Account. In addition to any other remedies we may have, Tradable may also terminate thisTOS upon thirty (30) days’ notice (or ten (10) days in the case of nonpayment),if you breach any of the terms or conditions of this TOS. Tradable reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). All of Your Content on the Service (if any) may be permanently deleted by Tradable upon any termination of your account in its sole discretion. If Tradable terminates your account without cause and you have signed up for a fee-bearing service, Tradable will refund the pro-rated, unearned portion of any amount that you have prepaid to Tradable for such Service. However, all accrued rights to payment and the terms of Section 4-12 shall survive termination of this TOS.

12 Intellectual Property.

12.1 Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Tradable, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below)that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

12.2 Trademarks: The Tradable name and logos are trademarks and service marks of Tradable (collectively the “TradableTrademarks”). Other Tradable, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Tradable. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Tradable Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Tradable Trademarks will inure to our exclusive benefit.

12.3 Third-Party Material: Under no circumstances will Tradable be liable in any way for any content or materials of any thirdparties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the useof any such content. You acknowledge that Tradable does not pre-screen content, but that Tradable and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Tradable and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Tradable, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

12.4 User Content. You represent and warrant that you own all right, title and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You hereby grant Tradable and its affiliates, successors and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sub-licensable (directly and indirectly through multiple tiers),perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the Service and the promotion, advertising or marketing of the foregoing in any form, medium or technology now known or later developed. You assume all risk associated with your User Content and the transmission of yourUser Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content. You hereby authorize Tradable and its third-party service providers to derive statistical and usage data relating to your use of the Service (“Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy. Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Tradable are non-confidential and Tradable will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you. You acknowledge and agree that Tradable may preserve User Content and may also disclose UserContent if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms ofService; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Tradable, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

13 Competitors. No employee, independent contractor, agent, or affiliate of any competing deal facilitation platform company is permitted to view, access, or use any portion of theService without express written permission from Candle. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of Candle or any of its affiliates, or acting on behalf of a competitor ofCandle in using or accessing the Service.

14 DISCLAIMER OF WARRANTIES. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Tradable or by third-party providers, or because of other causes beyond our reasonable control, but Tradable shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. HOWEVER, THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OFANY KIND, AND TRADABLE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.YOU ACKNOWLEDGE THAT TRADABLE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, ANDNO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM TRADABLE OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

TRADABLE is not a registered investment adviser or registered broker-dealer and does not provide investment recommendations or advice of any kind. Any materials provided are solely for informational purposes and should not be construed as an offer to sell or the solicitation of an offer to buy any securities, or participate in any investment, nor as intended to provide, and should not be relied on for, investment, tax, financial, accounting, legal, regulatory or compliance advice. The opinions and analysis contained in any materials provided may be based on published and non-published sources prepared by unrelated third parties. While such sources are believed to be reliable and written in good faith, they have not been independently verified and no representation or warranty, expressed or implied, is made as to the accuracy, completeness, or timeliness of such information. Except where otherwise indicated, any materials provided are based on information in existence as of the date of preparation, and not as of any future date, and will not be updated or otherwise revised to reflect information that subsequently becomes available, or circumstances existing or changes occurring after the date of preparation. Prior to making an investment decision, you should (i) conduct your own investigation and analysis, (ii) carefully consider an investment’s risk factors, investment objectives and strategy, fees and expenses, and any tax consequences that may result from investing, and (iii) consult with your own investment, tax, financial, accounting, and legal advisors. The value of an investment may godown as well as up, and you may lose some or all of the money that you invest.You should ensure that you have the financial capacity to hold any investments that you make for an indefinite period of time, regardless of any resale restrictions, and only invest an amount that you can afford to lose. Neither the U.S. Securities and Exchange Commission nor any state securities commission or federal or state regulatory authority has recommended or approved any investment or reviewed or approved the accuracy or completeness of any of the information or materials provided through the Tradable portal. Past performance is no guarantee of future results, and past performance of a security, financial product, or strategy does not guarantee future results.Investing in private credit involves a high degree of risk, including the potential for a complete loss of an investment. For the avoidance of doubt, Tradable does not offer any investing functionality. As a result, none of your activity on or through this Service is insured by theFDIC, SIPC, or otherwise.

15 LIMITATION OF LIABILITY.

15.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL TRADABLE BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR(B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6)MONTHS PRECEDING THE EVENT GIVING RISE to YOUR CLAIM or, IF NO FEES APPLY, one hundred ($100) U.S. dollars. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.

15.2 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, TRADABLE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

16 Taxes: You will be responsible for all taxes associated with your use of the Service, other than taxes based on Tradable’s net income. Any fees applicable to theService are irrespective and independent of any fees that may be due or payable to a third party, like a broker-dealer. For the avoidance of doubt, Tradable has no ability or authority to set, alter amend, or cancel any fee by any third party.

17 Refunds: Payments made by you hereunder are final and non-refundable, unless otherwise determined by Tradable. If you dispute any charges, you may submit a request for a refund directly to the applicable Third Party Store. The applicable Third Party Store’s terms and conditions will apply with respect each such request.

18 Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, grant access to, transfer, or otherwise use or exploit any portion of theService for any commercial purposes. The Service is for your personal use.

19 Indemnification. You shall defend, indemnify, and hold harmless Tradable from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service. Tradable shall provide notice to you of any such claim, suit or demand. Tradable reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Tradable’s defense of such matter.

20 User Disputes. You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Tradable will have no liability or responsibility with respect thereto. Tradable reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

21 DisputeResolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

21.1 Agreement to Arbitrate

ThisDispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Tradable, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this ArbitrationAgreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Tradable are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governsthe interpretation and enforcement of this Arbitration Agreement.

21.2 Prohibition of Class and Representative Actions andNon-Individualized Relief

YOU AND TRADABLE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND TRADABLE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED,REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF(INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

21.3 Pre-Arbitration DisputeResolution

Tradable is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at [e-mail]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Tradable should be sent to Tradable Corp, 4551 Glencoe Ave, Suite 330, Marina del Rey, CA 90292 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Tradable and you do not resolve the claim within sixty (60) calendar days after theNotice is received, you or Tradable may commence an arbitration proceeding.During the arbitration, the amount of any settlement offer made by Tradable or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Tradable is entitled.

21.4 Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American ArbitrationAssociation’s (“AAA”) rules and procedures, including the AAA’s ConsumerArbitration Rules (collectively, the “AAA Rules”), as modified by thisArbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms ofService and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Tradable and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Tradable agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAARules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

21.5 Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this ArbitrationAgreement. To the extent any ArbitrationFees are not specifically allocated to either Tradable or you under the AAARules, Tradable and you will split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of anyArbitration Fees, Tradable will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Tradable will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

21.6 Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will bestrictly confidential for the benefit of all parties.

21.7 Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and RepresentativeActions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class andRepresentative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of theseTerms of Service will continue to apply.

21.8 Future Changes toArbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, Tradable agrees that if it makes any future change to thisArbitration Agreement (other than a change to the Notice Address) while you area user of the Service, you may reject any such change by sending Tradable written notice within thirty (30) calendar days of the change to the NoticeAddress provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms ofService (or accepted any subsequent changes to these Terms of Service).

22 U.S.Government Matters. You may not remove or export from the United States or allow the export or re-export of the Servicesor anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation installed by Tradable on your Equipment (if applicable) are“commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this TOS and will be prohibited except to the extent expressly permitted by the terms of this TOS.

23 Assignment. You may not assign thisTOS without the prior written consent of Tradable, but Tradable may assign or transfer this TOS, in whole or in part, without restriction.

24 Miscellaneous. If any provision of this TOSis found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS, together with any other agreements with Tradable governing your use of the Service, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of thisTOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Tradable in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

25 GoverningLaw. ThisTOS shall be governed by the laws of the State of California without regard to the principles of conflicts of law. Unless otherwise elected by Tradable in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California for the purpose of resolving any dispute relating to your access to or use of the Service.

26 Privacy. Please visit http://www.tradable.xyz/privacy to understand how Tradable collects and uses personal information.

27 DMCA. The Digital Millennium CopyrightAct of 1998 (the “DMCA”) provides recourse for copyright owners who believethat material appearing on the Internet infringes their rights under U.S.copyright law. Tradable will promptlyprocess and investigate notices of alleged infringement and will takeappropriate actions under the DMCA and other applicable intellectual propertylaw with respect to any alleged or actual infringement. A notification of claimed copyrightinfringement should be emailed to Tradable’s Copyright Agent at [e-mail](subject line: “DMCA” TakedownRequest”). You mayalso contact us by mail or facsimile at:

Attention: Legal

TradableCorp

4551 Glencoe Ave, Suite 330 Marina del Rey, CA 90292

Notice: To be effective, the notification must be in writing and contain the following information:

· an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

· a description of the copyrighted work or other intellectual property that you claim has been infringed;

· a description of where the material that you claim is infringing is located on the Site, with enough detail that we may find it on the Site;

· your address, telephone number, and email address;

· a statement by you that you have a good faith belief that the disputed use is not authorized bythe copyright or intellectual property owner, its agent, or the law;

· a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner‘s behalf.

Counter-Notice: If you believe that the relevant Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such Content, you may send a written counter-notice containing the following information to the Copyright Agent:

· your physical or electronic signature;

· identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

· a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

· your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court located within the Northern District ofCalifornia and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Tradable will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days.Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, oraccess to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Tradable’s sole discretion.

Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Tradable has adopted a policy of terminating, in appropriate circumstances and at Tradable 's sole discretion, members who are deemed to be repeat infringers. Tradable may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whetheror not there is any repeat infringement.

‍