Welcome and thank you for your interest in the SOS Dojo website (the “Site”) owned and operated by Joe Marcoux Sales Training and Consulting. (the “Dojo”, “We”, “Our”, or “Us”). Paid membership to The SOS Dojo gives a member access and the opportunity to independently review and invest in private placement real estate offerings. These Terms of Service govern your access and use of the Site and all publicly available content, services and/or products provided by The SOS Dojo , including through the Site (collectively, the “Services”). Visitors to the Site and users of the Services are referred to herein individually as “User” and collectively as “Users”. The Services are offered to you subject to payment of an annual nonrefundable membership fee (the “Membership Fee”) and your acceptance without modification of all the terms and conditions contained herein and all other operating rules, policies (including without limitation The SOS Dojo’s Privacy Policy), any future modifications that may be published from time to time without notice to you or liability for such change on the Site or otherwise provided to you, and any additional terms and conditions to which you have agreed in connection with specific features, applications, products, or services provided by the Site or the Services (collectively, the “Terms”). In order to access the Services, you will have to create an account, pay the Membership Fee, and become a registered user of the Services. There is no refund for the Annual fee, whether in full or pro rata for any days not used in the event of termination of access to The SOS Dojo. If you are entering into these Terms on behalf of an entity or any third-party, such as a company you control, you represent that you have the legal authority to bind that entity to these Terms. BY ACCESSING, BROWSING, AND/OR OTHERWISE USING THE SITE OR THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF SERVICE AND ALL OTHER POLICIES AND PROCEDURES POSTED ON THE SITE. IF YOU DO NOT AGREE TO BE BOUND BY SUCH AGREEMENTS, THEN YOU MUST IMMEDIATELY CEASE ACCESS, BROWSING OR OTHERWISE USE THE SITE OR THE SERVICES.

Privacy

The SOS Dojo takes the privacy of its Users very seriously. Please read the Privacy Policy, which is hereby incorporated into these Terms by reference, for information relating to our collection, use and disclosure of your personal information.

Authorized User

THE SERVICES ARE OFFERED ONLY TO USERS PAY THE MEMBERSHIP FEE AND WHO ARE AT LEAST OF LEGAL AGE IN THE JURISDICTION IN WHICH THEY RESIDE OR ARE LOCATED. BY USING THE SERVICES, YOU REPRESENT THAT YOU ARE ABLE TO LEGALLY CONTRACT IN THE JURISDICTION IN WHICH YOU ARE LOCATED. You may access the Site generally and/or browse generally without registering with The SOS Dojo . In order to access the Services, you must register to create an account (“Account”) and meet certain criteria, including payment of the Membership Fee. You must complete the registration process by providing us with current, complete and accurate information. You are solely responsible for updating any and all pertinent registration information. Failure to do so shall constitute a breach of the Terms of Service which may result in immediate termination of your account. You agree to notify The SOS Dojo immediately in writing of any unauthorized use of your Account or any other breach of security. You will not let anyone else access your Account, or do anything else that might jeopardize the security of your Account. You will not transfer your Account to anyone. You acknowledge and agree that you are liable for any damages or losses to The SOS Dojo and other Users by any use of your Account, either authorized or unauthorized. You agree that your Account will be self-directed and that you are solely responsible for all investment decisions. Although the Services may provide data, information or content provided by third-parties or us relating to investment strategies and/or opportunities to buy and/or sell securities, you should not interpret any such content as tax, legal, financial, or investment advice or a recommendation to invest in any real estate investment opportunity offered directly by other Users. Any decision to invest shall be based solely on your own consideration and analysis of the risks involving a particular offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal. We have no special relationship with or fiduciary duty to you and your use of the Site or the Services does not create such a relationship. You agree and acknowledge that you are solely responsible for conducting legal, accounting and other due diligence review on the investment opportunities offered directly by other Users. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as The SOS Dojo does not provide any of the foregoing advice or recommendations or provide any due diligence review.

Proprietary Rights

The SOS Dojo , its affiliates, and its licensors own all right, title and interest in the Site and the Services, including but not limited to (i) the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel” organization, compilation of the content, code, and data, and (ii) all content on the Site, including, without limitation, all articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any user comments (collectively, the “Dojo Materials”). The SOS Dojo Materials do not include User Content (as defined below). The SOS Dojo Materials are protected by copyright, trademark, patent, trade secret, and other intellectual property laws and proprietary rights. You agree to comply with all applicable laws by not copying or using proprietary content, except as allowed by these Terms or by written consent of the owner of the proprietary rights. The SOS Dojo hereby grants you a non-exclusive, non-transferable license to download and print The SOS Dojo Materials for your personal, non-commercial use only, provided that you retain all copyright and proprietary notices that are contained in such portion of The SOS Dojo Materials. You may not modify, distribute, share, disclose, transmit, display, reproduce, publish, license, create derivative works from, transfer, or otherwise use The SOS Dojo Materials in any other way, except with the prior written permission of The SOS Dojo . You agree that you will not develop or assist anyone else with developing a website or materials that are substantially similar to or based in substantial part on The SOS Dojo Materials. Your access to or use of the Site or the Services does not grant or transfer to you ownership interest or any rights in The SOS Dojo Materials other than those rights expressly granted in these Terms.

User Content

You and other users may present real estate investment opportunities, as well as submit, post, transmit and share comments or materials through The SOS Dojo (“User Content”). You are solely responsible for User Content that you offer, post, transmit, or share through The SOS Dojo , as well as for any actions taken by The SOS Dojo or other Users as a result of your User Content. You agree and understand that you may receive or be exposed to User Content provided by others that is inaccurate, inappropriate, misleading, unlawful, offensive or otherwise objectionable, and that The SOS Dojo makes no representations or warranties regarding User Content and is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to User Content. You hereby waive any legal or equitable rights or remedies you have or may have against The SOS Dojo with respect to User Content provided by you or others. The SOS Dojo has no obligation to monitor, review, control, or guarantee the accuracy or confidentiality of User Content. However, The SOS Dojo reserves the right at all times (but will not have an obligation) to remove or edit any User Content in its sole discretion, with or without notice. You represent and warrant that all information that you provide to The SOS Dojo or through the Site is accurate, complete and truthful. The SOS Dojo , its officers, directors, employees, representatives, affiliates or agents, including Joe Marcoux, are entitled to rely upon the information you provide as true, accurate and complete without independent verification. We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You retain all right, title, and interest in your User Content. By posting, transmitting, or sharing your User Content with The SOS Dojo , you hereby (i) grant to The SOS Dojo and its affiliates, sublicensees, partners, designees, and assignees, a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, and otherwise exploit your User Content and derivatives thereof for any purpose and in any media form, and (ii) grant to other Users a non-exclusive license to access or otherwise use your User Content for personal or commercial use. You hereby affirm, represent, and warrant that: (i) you either own the User Content or have the necessary licenses, rights, consents, and permissions to grant the rights and license set forth herein, and (ii) the User Content or any use of the User Content pursuant to these Terms, does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any intellectual property or proprietary right; (b) violate any applicable laws, rules, or regulation (including, without limitation, United States federal and state securities laws); or (c) require The SOS Dojo to obtain a license from or pay fees or royalties to any third party.

Securities Products; No Advice Provided

The presentation of real estate investment opportunities by other Users during a Meeting are for informational purposes only. Any such presentation does not constitute an offer, or solicitation of an offer, to buy or sell securities, nor a recommendation to buy or sell any securities. Offers to sell, or solicitations of offers to buy, any security can only be made through official offering documents provided by the issuer, which contain important information about investment objectives, risks, fees and expenses. The terms of any investment opportunity provided by an issuer shall be negotiated and agreed to directly between the issuer and individual Users.

Securities offered directly by other Users are only suitable for investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of your investment. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless registered with the SEC. Additionally, securities may be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.

None of the information provided through the Services constitutes a recommendation, solicitation or offer by The SOS Dojo , its officers, directors, employees, representatives, affiliates or agents, including Joe Marcoux, to buy or sell any securities or other financial instruments or other assets or provide any investment advice or services. All information contained in the Services has been prepared without reference to any particular User’s investment requirements or financial situation. The Services are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority, regulatory or self-regulatory organization or clearing organization, or where The SOS Dojo is not authorized to provide such information or services. Some Services may not be available in all jurisdictions or to all Users. The Services and all content, services and features available through the Services are intended for informational purposes only. They are not intended to substitute for professional investment, financial or legal advice. YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON THE SOS DOJO OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR AGENTS, INCLUDING Joe Marcoux, IN MAKING AN INVESTMENT DECISION. ALWAYS CONSIDER SEEKING THE ADVICE OF A QUALIFIED PROFESSIONAL BEFORE MAKING DECISIONS REGARDING YOUR BUSINESS AND/OR INVESTMENTS. THE SOS DOJO DOES NOT ENDORSE ANY INVESTMENTS AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHER USERS. YOU AGREE THAT THE SOS DOJO AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR AGENTS, INCLUDING Joe Marcoux, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS. Featuring of or discussion through the Services of any offering does not constitute endorsement by The SOS Dojo or representation of the quality of any potential investment in such offering. The SOS Dojo does not endorse any issuer or any underlying assets. The securities being offered directly by other Users have not been registered under the Securities Act, in reliance, among other exemptions, on the exemptive provisions of Regulation D under the Securities Act. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of exemptive provisions from registration due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. No governmental agency has reviewed the offerings presented through the Services and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any offering. The exemptions relied upon for such offerings are significantly dependent upon the accuracy of the representations of the investors to be made to the issuers and issuers presenting offerings. In the event that any such representations prove to be untrue, the registration exemptions relied upon by an issuer in selling the securities might not be available and substantial liability to such issuer would result under applicable securities laws for rescission or damages. These risks are non-exhaustive and are intended to highlight certain risks associated with investing in securities that are not registered with the SEC. We strongly advise you to consult a legal, tax and financial professional before investing, and carefully review all the specific risk disclosures provided as part of any offering materials AND ASK THE ISSUER ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION.The SOS Dojo receives no commission or transaction-based compensation in connection with the purchase or sale of securities by any User. The SOS Dojo is not a registered broker-dealer, funding portal, investment adviser or investment manager, and does not offer investment advice or advise on the raising of capital through securities offerings. The SOS Dojo does not recommend or otherwise suggest that any investor make an investment in a particular offering, or that any issuer offer securities to a particular User. The SOS Dojo takes no part in the negotiation or execution of transactions for the purchase or sale of securities, and at no time has possession of or access to funds or securities. Dojo cannot guarantee that Users will use the proceeds of any offering in accordance with the stated purpose. Users acknowledge and agree that The SOS Dojo makes no representation, warranty or assurance that the offerings presented directly by other Users are made in accordance with federal and/or state securities law, including the exemption to the sale of unregistered securities, or the legality of any offerings therein. Any gratis offers, gifts with purchase, or bonus items offered by the Company are not guaranteed and are subject to termination, substitution or elimination.

User Interactions and Disagreements

The Services may allow you to interact with other Users who may provide you with investments, investment information, advice, services and/or events, or provide you with other information about various companies or organizations. You acknowledge that other Users are not affiliated with or controlled by The SOS Dojo or its affiliates, and The SOS Dojo cannot influence the investments, information, advice or services provided by them. Your interaction with other Users is solely between you and such other Users. YOU AGREE THAT THE SOS DOJO AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR AGENTS, INCLUDING Joe Marcoux, WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS. Furthermore, if you provide any investments, information, advice or services to other Users, you acknowledge that you are not affiliated with, or controlled or influenced in any way by, The SOS Dojo or its affiliates, officers, directors, employees, representatives or agents, including Joe Marcoux. If you have a dispute with one or more Users, you irrevocably and forever release The SOS Dojo (and The SOS Dojo ’s affiliates, officers, directors, employees, representatives, agents, subsidiaries, and joint ventures) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

Live Events

The Services may include tickets to live events hosted by The SOS Dojo or one of its affiliated companies. If you attend one of our live events, you will be part of an event that is live streaming and recorded. Additionally, there will be still photographs and video segments taken throughout the event by The SOS Dojo or an affiliate and any other third-party participant, such as speakers and sponsors. Therefore, the use of any live event ticket is made with the understanding that it also contains a WAIVER AND RELEASE, and that you agree to the following:

I irrevocably grant permission to The SOS Dojo and all affiliated companies, to use my likeness in a photograph, video, or other digital media (“photo”) in any and all of its publications, including web-based publications, without payment or other consideration. I waive any right to inspect or approve the finished product wherein my likeness appears. Additionally, I waive any right to royalties or other compensation arising or related to the use of the photo. My actual testimony will not be edited. I acknowledge that there will be no compensation for my testimonial. I understand and agree that all photos and videos will become the property of The SOS Dojo and all affiliated companies and will not be returned.

I hereby hold harmless, release, and forever discharge The SOS Dojo and all affiliated companies from all claims, demands, and causes of action which I, my heirs, representatives, executors, administrators, or any other persons acting on my behalf or on behalf of my estate have or may have by reason of this authorization. If my testimony is cut or not used, I agree that this was at the artistic discretion of The SOS Dojo and all affiliated companies and or its affiliates and that I will not take legal action. I also agree that any claims will be arbitrated through the American Arbitration Association and that jurisdiction for all claims in Miami, Florida.

I hereby RELEASE, WAIVE and FOREVER DISCHARGE any and all claims arising out of, or in connection with, such use by The SOS Dojo and all affiliated companies, including without limitation any and all claims for libel or invasion of privacy. I have read the above Release and am fully familiar with the contents thereof. This Release contains the entire agreement between the parties hereto and supersedes any other agreement that may exist.

WE DO NOT ALLOW ANY VIDEO RECORDING OF OUR EVENTS FOR DISSEMINATION OR COMMERCIAL USE.

In order to enter any live event, you must have your own valid ticket. One ticket is required per attendee and will only be valid on the day(s) of the live event and area(s) of the live event as indicated on the ticket. Entry into the live event is limited to persons that meet the minimum age requirements on or before the day of the event. To enter the live event you must be at least eighteen (18) years of age or older unless the specific event designates that children are permitted. You must check the relevant event description for details of any additional terms or restrictions.

No Warranties

THE SERVICES, THE SITE, THE SOS DOJO MATERIALS, USER CONTENT, AND ANY OTHER INFORMATION AND MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WHEN AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE SOS DOJO DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPLIANCE WITH LAWS, CORRECTNESS, ACCURACY, AND RELIABILITY. WITHOUT LIMITING THE FOREGOING, THE SOS DOJO MAKES NO REPRESENTATION OR WARRANTY (A) WITH RESPECT TO THE MERITS AND RISKS OF ANY TRANSACTIONS MADE BY OR THROUGH THE SERVICES, OR (B) THAT USE OF THE SERVICES AND THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Without limiting the generality of the foregoing, The SOS Dojo makes no warranty or representation as to the completeness or accuracy of the information provided through the Services, nor as to any issuer’s compliance with the Investment Company Act, the Investment Advisers Act or the Securities Act. To the maximum extent permissible under law, The SOS Dojo assumes no liability or responsibility for any errors or omissions in the content of the Site, Dojo Materials or User Content. The SOS Dojo does not endorse or represent the reliability or accuracy of any content or information, including User Material, distributed through or accessed through the Services, and has not performed any investigation into such information. The SOS Dojo shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed the Services is at your sole risk. The SOS Dojo is entitled to rely upon the information provided by its Users. You acknowledge and agree that The SOS Dojo does not provide any representation, warranty or assurance that any offering made by another User are made in accordance with state and/or federal securities law, including the exemption to the sale of unregistered securities and the prohibition against the general solicitation of unregistered securities. Each issuer, and not The SOS Dojo , is responsible for ensuring that any securities offering is done in accordance with state, federal law and regulation promulgated by the SEC and Financial Industry Regulatory Authority. We make no representation or warranties regarding the legality or compliance of any offering. The SOS Dojo has not reviewed all of the links provided on the Site or through the Services and is not responsible for the content of any off-Site pages. Clicking on hyperlinks and visiting any off-Site pages is solely done at your own risk.

Certain Reserved Rights

The SOS Dojo reserves the right, in its sole discretion and without notice, to change, delete, improve or correct any information, content, materials and descriptions provided on the Site and to suspend and/or deny access to the Services at any time. If services are terminated, there is no pro-rated refund. The SOS Dojo may discontinue or change any product or service described in or offered on or through the Services at any time. The SOS Dojo further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Services at any time and for any or no reason and without any liability, and the Membership Fee is non-refundable. You agree that The SOS Dojo will not be liable to you or to any third party for any such modification, suspension or discontinuance. Upon termination of these Terms of Service or your access to the Services for any reason or no reason, you will continue to be bound by these Terms of Service which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability. The information and materials on the Site or through the Services may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and The SOS Dojo does not undertake any obligation or responsibility to update or amend any such information. You agree that The SOS Dojo and its affiliates will not be liable to you or to any third party for any such modification, suspension, or discontinuance. .Any gratis offers, gifts with purchase, or bonus items offered by the Company are not guaranteed and are subject to termination, substitution or elimination. Gratis items do not have any monetary value and are not subject to substitution or store credit.

Prohibited Conduct

You agree that you are responsible for your own conduct while using the Services and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms and any applicable law, rules or regulations (including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, any applicable state “Blue Sky” laws, any other applicable United States federal or state securities laws, regulations and rules, any securities exchange or self-regulatory organization’s rules or regulations, and any applicable foreign laws, each as amended from time to time). Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. By way of example, and not as a limitation, you agree that you may not:

use the Services in any manner that could damage, disable, overburden, or impair the Services, or interfere with any other party’s use and enjoyment of the Services;

attempt to gain unauthorized access to the Site, the Services, any other affiliated website or service, or the computer systems or networks connected to the Services through hacking, password mining or any other means;

create user accounts by automated means or under false or fraudulent pretenses;

transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;

defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

upload, post, email or transmit, or otherwise make available through the Services any inappropriate, defamatory, infringing, obscene, or unlawful content;

upload, post, email or transmit, or otherwise make available through the Services any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;

upload, post, email or transmit, or otherwise make available through the Services any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law, the Terms;

download any file posted by another User that you know, or reasonably should know, cannot be legally distributed in such manner;

impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;

remove any copyright, trademark or other proprietary rights notices contained in or on the Services;

use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or collect information about its Users for any unauthorized purpose;

submit content that falsely expresses or implies that such content is sponsored or endorsed by The SOS Dojo , its affiliates, officers, directors, employees, representatives or agents, including Joe Marcoux, or any third parties;

promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;

share with or disclose to anyone any information obtained through the Services about any investment offerings;

or contacting any party or User other than as allowed through the Services.

The Site may not be used by any person or entity in any jurisdiction where the use thereof would be contrary to applicable laws, rules or regulations of any governmental authority, regulatory or self-regulatory organization or clearing organization.

Termination

The SOS Dojo may terminate these Terms and your right to use the Services at any time and for any reason without notice. Upon termination or expiration of these Terms, The SOS Dojo may remove and discard any Dojo Materials or User Content, and such materials and content may no longer be accessible by you. The SOS Dojo will have no obligation to maintain any such information in its databases or to forward any such information to you or any third party. You agree that The SOS Dojo will not be liable to you or any third party for any such termination except as described in these Terms. Upon termination or expiration of these Terms, any provision, which, by its nature or express terms should survive, will survive such termination or expiration.

Linked Sites

The Site may contain links to third party websites (“Linked Sites”). These links are provided only as a convenience. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by The SOS Dojo of any information, materials, products, or services contained in or accessible through any Linked Site. In no event shall The SOS Dojo be responsible for the information contained on any Linked Site or your use of or inability to use any Linked Site. When you access Linked Sites, you do so at your own risk, and subject to the Linked Site’s terms and policies.

Indemnification

To the fullest extent permissible by law, you agree to defend, indemnify, and hold The SOS Dojo and its directors, officers, employees, affiliates, representatives and agents harmless from any claim, demand, loss, damage, liability, or expense, including attorney fees and costs, however incurred, including those incurred at trial, in any bankruptcy proceeding, on appeal, and on any petition for review (collective, “Damages”) to the extent that Damages result directly or indirectly from your use of the Services or the Site. The SOS Dojo reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with The SOS Dojo in the defense of any such claim, action, settlement or compromise negotiations, as requested by The SOS Dojo .

Limitation of Liability and Damages

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL THE SOS DOJO OR ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES AFFILIATES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES OR THE SITE, EVEN IF THE SOS DOJO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT THE SOS DOJO HAS OFFERED ITS SERVICES AND ENTERED INTO THE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE SOS DOJO , AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND THE SOS DOJO . THE SOS DOJO WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

Please note that some jurisdictions may not allow the exclusion of implied warranties or limitation of incidental or consequential damages, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties. The SOS Dojo assumes no responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site. We do not, and cannot, guarantee that any User is an “accredited investor,” as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended.

Notice

Except as explicitly stated otherwise, legal notices to The SOS Dojo should be emailed to [email protected]. Legal notices to you will be provided either to the email or mail address you provide to The SOS Dojo during the account registration process or posted on the Site. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Notice will be deemed given three days after the date of mailing or posting on the Site, as applicable. You agree that all notices and other communications that The SOS Dojo provides to you electronically (by email or by posting on the Site) satisfies any legal requirement that such notice or communication be in writing.

Dispute Resolution

You hereby expressly waive any and all claims you may have, now or in the future, arising out of or relating to this Website, the Company, any and all contracts you enter into with the Company, and any and all of the Company’s products and services. To the extent that you attempt to assert any such claim, you hereby expressly agree to present such claim only in the province or federal courts that are geographically nearest to Winnipeg, Manitoba.

International Users

The Service is controlled, operated and administered by the Company from our offices within Canada. If you access the Service from a location outside Canada, you are responsible for compliance with all local laws. You agree that you will not use the Company Content accessed through the Website in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the Website or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses.

Waiver and Integration

A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms will in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of these Terms will not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms. These Terms of Service and other referenced materials are the entire agreement between you and The SOS Dojo with respect to the Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and The SOS Dojo with respect to the Services and govern the future relationship.

Changes to the Terms

Your use of the Site and the Services is governed by the then-current version of the Terms in effect on the date of such use. The SOS Dojo may, at its sole discretion, modify the Terms and/or other policies and procedures governing the Service at any time without notice or liability by posting the modified Terms, policies or procedures to the Site. The date of any effective changes shall be reflected at the bottom of this page and, upon request, we will provide you with information regarding any changes made. Your continued use of the Services after modified Terms have been posted or otherwise provided to you constitutes your agreement to be bound by the then-current Terms.

These Terms were last updated on March 21, 2022.