Bonside Terms of Use and Disclosures

TERMS OF USE, DISCLAIMERS, DISCLOSURES, POLICIES AND RISK FACTORS

Bonside, Inc. (“Bonside") owns and maintains the website (the “Platform”) located at https://app.bonside.com. Investment opportunities offered through the Platform are presented by Bonside Advisor, LLC (“Advisor”).

Data and information about investment opportunities provided on the Platform do not constitute investment advice or a recommendation that you enter into a particular transaction with a third party.

Investment opportunities posted and accessible through the Platform are Regulation D offerings (Private Placements) under the Securities Act of 1933. The offerings fall under Rule 506(c), which are offered only to accredited investors, not to the general public. These offerings are presented by the Advisor, an Exempt Reporting Adviser under the Investment Advisers Act of 1940.

Contents

Terms of Use
License to Use, Prohibition on Diverting Service Data
Securities Disclosures
Issuer Terms
No Warranty
Limitation of Liability
Indemnification
Platform Use
E-Signature and E-Delivery (Electronic Signature (E-Sign) and Uniform Electronic Transactions Act (UETA) Disclosure)
Governing Jurisdiction
Statute of Limitations
No Third-Party Beneficiaries
Proprietary Rights
Privacy Policy
Risk Disclosures – Private Placements
Cautionary Note Regarding Forward-Looking Statements

Terms of Use

Each time you use or access the Platform, you agree to be bound by the following terms and conditions ("Terms of Use"). Please read these Terms of Use carefully before using the Platform. Your access, link to or use of the Platform will constitute your acceptance of the Terms of Use.

The Terms of Use may be amended from time to time with or without notice to you. Modifications shall become effective immediately upon being posted. Accordingly, please continue to review the Terms of Use whenever accessing, linking to, or using the Platform. Your access, link to, or use of the Platform, or any service on the Platform, after the posting of modifications to the Terms of Use will constitute your acceptance of the Terms of Use, as modified. If, at any time, you do not wish to accept the Terms of Use, you may not access, link to, or use the Platform.

By agreeing to the Terms of Use, you agree to the terms of our Privacy Policy, which is expressly incorporated into these Terms of Use. All personal data provided to us as a result of your use of the Platform will be handled in accordance with our Privacy Policy.

If you do not agree to the terms and conditions of this Terms of Use, you should immediately cease all usage of the Platform. The Platform may not be accessed or used by anyone under the age of eighteen (18).

License to Use, Prohibition on Diverting Service Data

We grant you a personal, limited, non-exclusive, revocable, non-transferable and non-sublicensable license to use the Platform pursuant to these Terms and Conditions. We may provide certain portions of the Platform under license from third parties, and you will comply with any additional restrictions on your usage that we may communicate to you from time to time, or that are otherwise the subject of an agreement between you and such licensors.

We are providing the Platform to you only for your internal use and only for the purposes related to certain services provided to you by Bonside. You may not sell, lease, or provide, directly or indirectly, the Platform or any portion of the Platform to any third party without our written permission. You acknowledge that all proprietary rights in the Platform are owned by us or by any belicable third-party service providers selected by us providing us with all or part of the Platform, or providing you with access to the Platform, or their respective licensors, and are protected under copyright, trademark and other intellectual property laws and other applicable law. You receive no copyright, intellectual property rights or other rights in or to the Platform, except those specifically set forth in these Terms and Conditions. You will protect and not violate those proprietary rights in the Platform and honor and comply with our reasonable requests to protect our contractual, statutory and common law rights in the Platform. If you become aware of any violation of our proprietary rights in the Platform, you will notify us in writing.

You may not divert data from the Platform, either internally or externally, except as specifically authorized by us. We are not liable to you for any diverted, repackaged or disseminated data. We reserve the right to audit your usage of data in adherence to our requirements and limitations specified within these Terms and Conditions on an annual basis for the purposes of establishing and verifying that you have not diverted, repackaged or disseminated data.

Securities Disclosures

None of the information contained in the Platform constitutes a recommendation by Bonside, Advisor or its affiliates to buy or sell any securities, futures, options, or other financial instruments or other assets or provide any investment advice or service. The information presented on the Platform has been prepared without reference to any particular user's investment requirements or financial situation. The information and services provided on the Platform 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 or regulatory or self-regulatory organization or where we are not authorized to provide such information or services. Some products and services described in the Platform may not be available in all jurisdictions or to all customers.

Issuer Terms

Each issuer, business, or person, who is offering securities on the Platform (an "Issuer") is responsible for the material it posts on the platform or is posted on the Platform related to such Issuer and represents that: (i) it has complied in all material respects with all applicable rules and regulations; and (ii) such information will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances under which they are made. The Platform and Investors are entitled to rely upon any representations made by the Issuer. Each Issuer is responsible for ensuring that its offering and use of the Platform, is in compliance with all applicable statute, law, ordinance, regulation, rule, code, injunction, judgment, decree or order of any United States or foreign, federal, state, local, municipal or other governmental, regulatory or administrative authority, agency or commission or any judicial or arbitral body, or any body duly authorized to exercise any administrative, judicial, executive, legislative, police, regulatory or taxing authority power or authority of any of the foregoing ("Applicable Law"). Each authorized representative of an Issuer accessing the Platform hereby represents and warrants, on behalf of such Issuer, that its use of the Platform is, and shall be at all times, in compliance with Applicable Law. Each issuer hereby agrees, by creating an Issuer account and using the Platform, that it shall become a member of the Bonside general community, shall receive communications from Bonside, and grants to Bonside a perpetual, irrevocable, non-exclusive license to all of the data posted by such Issuer on the Platform.

Each Issuer hereby agrees to indemnify, defend and hold Bonside, Advisor and any of its affiliates, and any of its successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys' fees), resulting from any breach or violation of these Terms of Use by such Issuer or its employees, agents, customers, or affiliates or arising from such Issuer's or its employees, agents, customers, or affiliates use of the Platform.

No Warranty

The fact that we have made the data and services provided on this Platform available to you constitutes neither a recommendation that you enter into a particular transaction with a third party nor a representation that any product, service or offering described on this Platform is suitable or appropriate for you. Neither Bonside nor Advisor is a party to any transaction you may determine to enter into directly with an Issuer, investor or other user of the Platform. Any discussion of the risks contained herein with respect to any transaction you may enter into directly should not be considered to be a disclosure of all risks or complete discussion of the risks related to any such transaction. You should neither construe any of the material contained herein as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice nor make the information available through this service the primary basis for any investment decisions made by or on behalf of you, your accountants, or your managed or fiduciary accounts, and you may want to consult your business advisor, legal, tax and accounting advisors concerning any contemplated transactions.

The Platform is provided on an "as is" and on an "as available" basis. Bonside and Advisor disclaim all warranties, express, implied or statutory, including without limitation implied warranties of merchantability and fitness for a particular purpose or course of performance or dealing, and any warranties that materials on the Platform are non-infringing. Bonside makes no representations or warranties of any kind, express or implied, regarding the use or the results of this Platform in terms of its correctness, accuracy, reliability, or otherwise. Bonside does not warrant that the system, services, or any component thereof, will meet the requirements of the user or that the operation of the system, service, or any component thereof, will be uninterrupted or error free. Bonside does not warrant that the Platform will be secure; that the Platform or the server that makes the Platform available will be virus-free; or that information on the Platform will be complete, accurate or timely. If you download any materials from this Platform, you do so at your own discretion and risk. Bonside does not undertake any obligation to correct or update any information contained on the Platform. Bonside shall have no liability for any interruptions in the use of the Platform. Some jurisdictions do not allow the exclusion of implied warranties; therefore, the above-referenced exclusion is inapplicable in any such jurisdiction. Bonside does not own nor control the third-party website that linked you to the registration pages comprising the Platform.

Limitation of Liability

You expressly understand and agree that, to the full extent permitted by applicable laws, in no event will Bonside be liable for damages, losses and expenses of whatever nature and however arising, including without limitation direct or indirect, special, incidental, consequential, exemplary or punitive damages, losses or expenses, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible loss, arising in connection with this Platform or use thereof or inability to use by any party, or in connection with any failure or performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if Bonside or its representatives are advised of the possibility of such damages, losses or expenses. Hyperlinks to or from other internet resources are accessed at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements; the content, accuracy, opinions expressed, and other links provided by these resources are not endorsed by Bonside. This limitation of liability applies whether the alleged liability is based on contract, negligence, tort, strict liability or any other basis. Your sole remedy for dissatisfaction with the Platform and/or information contained on the Platform is to stop using the Platform. In the event that the foregoing disclaimer of liability is held to be invalid or unenforceable, you agree that the maximum cumulative aggregate liability of Bonside to you for all damages, losses, and causes of action (whether in contract, tort (including, without limitation, negligence and strict liability), or otherwise) at any time shall be the lesser of USD$IOO or the aggregate cumulative amount paid by you to Bonside up to and including the time of the incurrence of such liability, if any, to access the Platform. You agree that any cause of action arising out of or related to the Platform must commence within one (1) year after the cause of action accrues or the cause of action is permanently barred.

Indemnification

You agree to indemnify, defend and hold harmless Bonside, its parents, subsidiaries, affiliates, officers and employees from any claim or demand, including reasonable attorneys' and experts' fees and costs, arising out of your use of this Platform, including information made available to you through this Platform or the violation of this Terms of Use, including any breach of your covenants or agreements hereunder. Bonside reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you based on a third-party claim and, in such case, you agree to cooperate with Bonside in the defense of such matter.

Platform Use

Unauthorized use of the Platform and systems, including, but not limited to, unauthorized entry into Bonside’s systems or misuse of any information is strictly prohibited. You may not use this Platform in any manner that could damage, disable, overburden or impair any Bonside site or service or interfere with any other party's use and enjoyment of any Bonside site or service. You may not attempt to gain unauthorized access to any Bonside site or service, computer systems or networks connected to any Bonside site or service, through hacking, password mining or any other means. You agree that you will not engage in any activities related to this Platform that are contrary to applicable laws or regulations.

Your "Information" means any information and materials you provide to Bonside or other users in connection with your registration for or use of the Platform. You are solely responsible for Your Information, and Bonside acts merely as a passive conduit for your online distribution and publication of your Information. You hereby represent and warrant to Bonside that your use of this Platform and your Information (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) will not violate any state, federal, or local law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain child pornography or be harmful to minors; (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) will not create liability for Bonside or cause Bonside to lose (in whole or in part) the services of its ISPs or other partners or suppliers.

E-Signature and E-Delivery (Electronic Signature (E-Sign) and Uniform Electronic Transactions Act (UETA) Disclosure)

This E-disclosure and consent is provided in compliance with the electronic signatures in Global and National Commerce Act, 15 usc 57001, et seq. ("E-Sign Act") and the Uniform Electronic Transactions Act, as adopted by the various states. By using this Platform, visitors and users thereby agree to these terms in their entirety, which may be amended from time to time. Relevant agreements governing specific transactions and activities on the Platform are typically agreed to via electronic signatures, evidenced by the relevant parties selecting "accept" button or confirming via other forms of electronic communication ("Electronic Signature"). You agree your electronic signature is the legal equivalent of your manual/handwritten signature. By selecting "l Accept" using any device, means or action, you consent to the legally binding terms and conditions of the relevant agreement. You also agree that no certification authority or other third-party verification is necessary to validate your e-signature, and that the lack of such certification or third-party verification will not in any way affect the enforceability of your e-signature or the relevant agreement. You have the right to withdraw your consent at any time. To withdraw consent, you may send a written request by e-mailing [email protected]. If consent is withdrawn, Bonside reserves the right to discontinue your access to the Platform, terminate any and all agreements with you or other parties hosted on the Platform, and/or charge you additional fees for paper copies. If, after you consent to provide your signature electronically, and you would like a paper copy of an electronic signature, you may request a copy within one hundred eighty (180) days of the electronic signature by contacting Bonside as described above. Bonside will send your paper copy to you by U.S. mail. In order for Bonside to send paper copies to you, you must have a current street address as your primary mailing address on file with Bonside. If you request paper copies, you understand and agree that Bonside may charge you a paper communications fee for each communication at the current rate determined by the company.

As a user of this Platform, you specifically agree to receive, obtain, and/or submit any and all documents and information electronically. These documents and information will be collectively known as "Electronic Communications," and will include, but not be limited to, any and all current and future required notices and/or disclosures, and all relevant agreements relating to your activities on the Platform. You accept Electronic Communications provided via email as reasonable and proper notice for the purpose of fulfilling any and all rules and regulations and agree that such Electronic Communications fully satisfy any requirement that communications be provided to you in writing or in a form that you may keep. As a user of this Platform, you are responsible for keeping your primary email address on file with Bonside up to date, so that Bonside can communicate with you electronically. You understand and agree that if Bonside sends you an Electronic Communication, but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your internet service provider, or you are otherwise unable to receive Electronic Communications, Bonside still will be deemed to have provided the communication to you.

Governing Jurisdiction

This Terms of Use will be governed by and construed in accordance with the laws of the State of New York, without reference to its choice of law principles. The venue for any dispute will be New York, New York. The parties each irrevocably waive their right to a trial by jury in any action arising from or relating to this Terms of Use.

We make no representation that this Platform is operated in accordance with the laws or regulations of, or governed by, nations other than those of the United States. If you are located outside of the United States, you use this Platform at your own risk and initiative and you, not us, are responsible for compliance with any applicable local and national laws.

The content, material and information contained on the Platform does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Platform can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The content provided on this Platform does not constitute an offer or solicitation to sell securities referred to on this Platform, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Applications to invest in any offering referred to on this Platform must only be made on the basis of the offering document relating to the specific investment.

This Platform is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this Platform available to you. You should satisfy yourself before accessing the Platform that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside. The securities described on this Platform are not registered under the Securities Act of 1933.

Statute of Limitations

You agree that regardless of any statute or law to the contrary but only to the extent permissible by law in each relevant jurisdiction, any claim or cause of action arising out of or related to use of the Services, these Terms or our Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.

No Third-Party Beneficiaries

This agreement is between you and Bonside and Advisor. No user of the Platform has any rights to force Bonside or Advisor to enforce any rights it may have against any you or any other user, except to the extent that Issuers may enforce their own intellectual property rights related to content offered through the Platform.

Proprietary Rights

Bonside and its trademarks and service marks referenced herein are trademarks and service marks of Bonside, Inc. You are prohibited from using any marks for any purpose without the written permission of Bonside to Section 512(c)(2) of the Copyright Act.

Privacy Policy

This Privacy Policy defines the personal information that we ask you to provide and how we treat this information. This Privacy Policy is part of our Terms of Use, and all the terms and conditions set forth in the Terms of Use also apply to this Privacy Policy. Capitalized terms that are not otherwise defined in this Privacy Policy have the meanings given to them in the Terms of Use.

Your Consent

You will be deemed to have consented to the terms of this Privacy Policy by using the Portal. We may also ask you to indicate your consent more formally by checking a box or otherwise taking an affirmative action.

Changes to Privacy Policy

We might change this Privacy Policy from time to time. If you have consented to our Privacy Policy by using the Portal, then we will not necessarily notify you of the changes. If you have consented more formally, as described above, then the changes will not become effective until we have asked you for, and obtained, your consent.

Personal Information We Collect

Personal Information we collect includes, among other things, your:

Identity data such as your full name, date of birth, gender, social security numbers, and other data on government-issued identification documents.
Contact data such as your email address, mailing address, and telephone numbers.
Financial data such as your bank account information, payment details and information about your income and net worth (“Financial Data”).
Profile data such as your username and password, investments made by you, your investment experience, your educational and/or professional history, your employment status and your interests, preferences, and feedback.
Usage information such as information about how you access and use our Portal, your actions on the Portal, including your interactions with others on the Portal, documents you upload to the Portal, and other content you may provide.
Technical Data such as IP (internet protocol) address, ISP (internet service provider), the web browser used to access the Portal, the time the Portal were accessed, which web pages were visited, operating system and platform, a mobile device-type identifier, and other technology on the devices you use to access our Portal (“Technical Data”).
Additional information such as information that you submit via job applications, customer support, or other similar means and any other information you provide to Bonside.

In order to invest or receive investment using our Portal, you will need to register a user account. When you register a user account, we will collect certain Financial Data from you. Please note that we do not store Financial Data such as your bank account information and credit card details, but we do store other Financial Data, such as accreditation status and income representations. If you choose to add an investment entity to your account, we will also collect information about that entity, such as the date of formation, tax identification number and state or country of formation, in addition to the Personal Information listed above.

The decision to provide Personal Information is optional when using the Portal; however, if you decide not to register an account or provide the necessary Personal Information or Financial Data to validate your account or fulfill your obligations when using the Portal, you may not be able to use certain features of our Platform.

How We Use Your Personal Information

We use your personal information to:

Verify that you are permitted to use and invest through the Portal.
Keep track of your investments.
Guard against fraud.
Comply with applicable law.
Answer your questions.
Share with third parties at your request.
Process your transactions on the Portal.
Determine whether your computer information is compatible with the Portal.
Keep track of your use of the Portal.
Send you information about your investments.
Notify you of other possible investments in which you might have an interest.
Analyze use of the Portal.
Improve the Portal.
Send you information about the Portal.
Send you materials about us.
Other purposes we disclose to you.

What We Provide to Third Parties

We do not provide any third party with any of your personal information except in these situations:

We use third parties to perform services for the Portal, such as hosting services, electronic signature providers, financial service providers, and services that verify the qualification of investors. Each of these third parties will need some of your personal and/or financial information to perform their services.
We use Rho Business Banking and Rho Technologies (“Rho”), Plaid, Inc. ("Plaid") and Unit Finance Inc. (“Unit”) for financial technology services in our course of business. This includes enabling users to invest and receive repayments via Automated Clearing House (ACH) transactions with their bank accounts. By using our Portal in any way you consent to Plaid's privacy policy, Rho’s privacy policy, and Unit’s privacy policy.
If you invest, we will identify you on tax returns and other government forms.
We will provide information if we believe we are required to do so by law.
If our company is sold, all information will be transferred to our successor.
If you choose to participate in discussions or messages boards at the Portal, other users will be able to see your name (but not any other personal information) and any other information you voluntarily provide to be seen.

We do not provide any of your personal information to third parties for marketing purposes.

Our Affiliates

We may provide information to one or more of our affiliates, meaning a company that we control or that is under common control with us. All our affiliates will also be bound by the terms of this Privacy Policy.

Notifications and Communications from Us

We will send you email notifications from time to time. For example, we may send you emails:

To confirm your registration.
To provide you with legal notices.
To notify you of new investment opportunities.
When the online profile you created is changed.
To ask you to participate in surveys, or otherwise provide feedback.
To confirm your investment in an opportunity.
To ask you for information.

You may also receive emails from third party providers.

Modifying and Deleting Information

To modify or delete your personal information, please log in and update your profile within the Portal. We may retain certain information as required by law or for necessary business purposes.

How We Protect Your Information

We have put in place systems designed to protect your personal information, including:

We follow industry privacy and data security standards as required under applicable data security rules and regulations (“Data Protection Laws”) to protect Personal Information submitted to us, both during transmission and once we receive it.
Our employees and agents are required to abide by this Privacy Policy.
We use automated tools to monitor network traffic to identify unauthorized attempts to upload information, change information, or otherwise seek to gain unauthorized entry into our systems.
We take additional steps to protect especially sensitive information.

Nevertheless, no security system is perfect. We cannot guarantee that your personal information will remain private.

Cookies, Etc.

A cookie is a small amount of data sent to your browser from our computer. We use cookies to provide you with a tailored user experience and to make it easier for you to use a website upon a future visit. You may set your browser so that it does not accept cookies, although this would affect the usability of the Portal.

We or our service providers (such as Google Analytics) may collect data related to your use of the Service, including which of our pages you access, the frequency of such access, and your product and service preferences. This data collection may be accomplished by using cookies, web beacons, page tags or similar electronic tools. Such web surfing data may include your Internet Protocol (IP) address, browser type, internet service provider (ISP), referring or exit pages, click stream data, operating system and the dates and times that you visit the Portal. Web surfing data and similar information may be used for administrative purposes, to assess the usage, value, and performance of our online products and services, and to improve your experience with the Service. As with cookies, the web surfing information collected is aggregated, anonymous "click stream" and transactional data, and is not associated with any users as individuals.

If you would prefer not to see advertising based on your personal preferences, you can change your personal settings in Google (look for “Ad Settings”) or visit the website of the Network Advertising Initiative located at: http://www.networkadvertising.org/choices/#completed

Third Party Sites

You might navigate to websites maintained by third parties by clicking on a link from our Portal. For example, we might require you to navigate to other sites to process transactions or for other purposes.

In these and all other cases, once you leave our Portal, the terms of this Privacy Policy no longer apply, and we have no control over the collection or use of personal information you provide to such websites. We have no control over that information.

Aggregated, Non-Personal Information

We might compile personal and other information on an aggregate basis. This information could include, without limitation, the number of users who have registered for the Portal, demographic information about users of the Portal, and individual purchase preferences. Such aggregate information does not identify you individually. We may use aggregate information and share aggregate information with third parties for any of the purposes specified in this Privacy Policy, and for any other lawful purpose.

Notice of Privacy Rights to California Residents

California law requires that we provide you with a summary of your privacy rights under the California Online Privacy Protection Act (the “California Act”) and the California Business and Professions Code. The California Act requires us to inform you, at your request, (1) the categories of personal information we collect and what third parties we share that information with; (2) the names and addresses of those third parties; and (3) examples of the products marketed by those companies. The California Act further requires us to allow you to control who you do not want us to share that information with. To obtain this information, please send a request by email or standard mail. When contacting us, please indicate your name, address, email address, and what personal information you do not want us to share with marketing partners. The request should be sent to the attention of our legal department and labeled "California Customer Choice Notice." Please allow 30 days for a response. There is no charge.

Changes to Our Privacy Policy

We reserve the right, in our sole discretion, to change, modify, add, or remove portions of this Privacy Policy at any time. Any changes or updates will be effective immediately upon posting to this page. You should review this Privacy Policy regularly for changes. You can determine if changes have been made by checking the effective date at the top of this Privacy Policy. Your continued use of our Portal following the posting of any changes to this Privacy Policy means you consent to such changes.

How to Contact Us

If you have any questions about our practices or this Privacy Policy, please contact us at [email protected]

Risk Disclosures – Private Placements

The purchase of the privately placed Securities of a non-public company ("Securities") is, in general, a highly speculative investment and should be undertaken only by persons who are financially able to bear the loss of their entire investment and who have no need for liquidity of their investment in the Issuer of such Securities ("Issuer"). Such investments involve various risks relating to the nature of the financing and potentially the state and federal legalities surrounding the Issuer, the nature and stage of development of the Issuer's business, and the business sector in which it operates.

The list of Risk Factors below is not meant to be an all-inclusive description of such risks, but rather highlights some of the more significant factors and special risks relating to offerings of privately placed Securities of companies with limited operating histories and should be used as guidance only.

For a description of the business, operations, and financial condition of a specific issuer, and the particular risks arising from an investment in an issuer's Securities, investors should obtain and carefully read the available materials provided by each Issuer, including any private placement memorandum, offering circular or prospectus prepared by the Issuer before making any investment.

Each potential investor, in considering the purchase of Securities, must perform its own evaluation of whether investing in Securities generally or purchasing Securities in a particular offering is consistent with its investment objectives, risk tolerance, and financial situation.

There are a variety of risk factors typically associated with investing in new issue Securities, any one of which may have a material and adverse effect on the value of such Security. Prospective purchasers should consider the following factors, among others, before deciding to purchase Securities, and should consult with their own legal, tax and financial advisors with respect to these matters.

Risk Factors:

Lack of Operating History. the Issuer may be in the early stages of development with a history of little or no revenues and may have historically operated at a loss before, during, and may continue to, following the offering of the Securities. Such issuers are typically subject to the difficulties, uncertainties, and risks associated with the establishment of a new or early-stage business such as manufacturing capability, limited product lines, lack of marketing expertise, the existence of more experienced or better capitalized competition, and reliance on a few large suppliers or customers.

No Existing Market for the Issuer's Securities. For the Securities of non-publicly traded issuers, there is no secondary trading market, and it is unlikely that an active secondary trading market will develop or be sustained following a privately placed offering of such Issuer’s Securities. Securities issued by private companies have not been registered under the Securities Act or under the Securities laws of any State of the United States or any other jurisdiction, including outside the United States. Therefore, Securities purchased in these unregistered offerings may not be offered, resold, pledged or otherwise transferred, including without limitation in the United States or to U.S. persons, (i) unless the Securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available, and hedging transactions involving the Securities may not be conducted unless in compliance with the Securities Act, and (ii) except as permitted under any applicable Securities laws of the U.S. States and other jurisdictions. The Issuer of the Securities may require an opinion of counsel in form and substance satisfactory to the Issuer to the effect that any proposed transfer is in compliance with the Securities Act and all applicable Securities laws of the U.S. States and other jurisdictions.

Uncertainty of Financial Projections. Business plans and financial projections provided by the Issuer of Securities are based on assumptions and projections that may not prove accurate. No assurance can be given regarding the validity of the Issuer's assumptions or the attainability of its financial projections. Although an issuer may believe that the assumptions underlying its business plan are reasonable, future operating results and growth projections are inherently uncertain and may differ materially from the projections presented to potential investors.

Proceeds of the Offering May Be Insufficient to Execute on the Issuer's Business Plan. The proceeds of the offerings presented on the Platform by any Issuer are offered on a "best efforts" basis. In this type of offering structure, the placement agent is not required to sell any specific number or dollar amount of Securities but will use its best efforts to sell the Securities being offered by the Issuer. Accordingly, the funds raised in the offering may not equal amounts contemplated by the Issuer to be required to effectuate its business plan or otherwise be sufficient to permit the Company to develop and conduct operations consistent with its projected performances.

Additional Financing May Be Required. An issuer that operates at a loss or with limited cash flow following an offering of its Securities, may be required to secure additional financing to fund its operations. If the Issuer decides to issue additional Securities, either in the form of equity or debt, it is possible that their issuance will result in dilution of the interests of its existing shareholders, an increase in indebtedness to the detriment of existing lenders, or other effects on the issued and outstanding Securities of such issuer. To the extent that the Issuer incurs additional indebtedness, the Issuer will be subject to certain risks including interest rate fluctuations and inability to generate sufficient cash flow to make scheduled repayments. There is also the possibility that the Issuer will be unable to locate financing on satisfactory terms or may be required to significantly curtail its operations.

Management's Discretion in the Application of Proceeds. Unless specified in the Issuer's private placement memorandum, the Issuer's management team will have broad discretion as to the use of the net proceeds from an offering of its Securities. This could result in the proceeds being applied to uses that investors may not deem desirable or with which they may not agree.

Dependence on Key Personnel. the Issuer may be highly dependent on the services of key technical and management personnel the loss of whose services could have a material adverse effect on the Issuer's business or operations. If the Issuer loses the services of key management personnel, or if it fails to recruit additional highly skilled personnel as needed, its ability to expand its operations and increase the size of the company will be impaired, and it may experience loss of markets or market share and become less competitive.

Proprietary Rights and Licenses. If an Issuer is dependent on proprietary and/or licensed technology in its operations, its success will be closely related to its ability to obtain and enforce intellectual property protection for such technology. There exists the possibility that certain patents would not be sufficiently broad to protect key aspects of such an Issuer’s or its licensor's technology, so that competitors would be able to duplicate the Issuer's products or that patent laws would not provide effective legal or injunctive remedies to prevent infringement. Patents are also frequently challenged, invalidated, or circumvented by competitors; litigation of patent or infringement claims may result in substantial cost and diversion of resources.

Competition. Most companies experience significant competition in their market sectors from other companies, including larger companies which may have access to greater financial, technical, and other resources. It may be difficult for an Issuer, particularly an Issuer in the early stages of its business development, to continue to make investments necessary to maintain its competitive position.

Significant Transfer Restrictions. There is no expectation that the Securities offered will be registered under the Securities Act of 1933, the Securities laws of any state or the Securities laws of any other jurisdiction. Accordingly, such Securities cannot be resold except in accordance with exemptions from the registration requirements of the applicable Securities laws and regulations. Generally, persons in the United States will be required by law to hold such non-registered Securities for at least one (1) year. Non-U.S. Persons who purchase the Securities will initially be restricted from reselling them to U.S. persons in accordance with Rule 901 of Regulation S and will otherwise be required to hold the Securities for any period required by the laws of the jurisdiction in which they reside. In addition, an issuer or a secondary trading platform may designate a lockup period longer than required by applicable law. These restrictions will have an adverse impact on an investor's ability to resell the Securities and on the price at which that investor may be able to resell them, if at all.

Purchasers may lack information for monitoring their investment. the Issuer is not registered with the Securities and Exchange Commission and currently has no periodic reporting requirements. Accordingly, the Securities offered may not have any special information rights attached to them and purchasers may not be able to obtain all the information they would want regarding the Issuer, or the Securities offered.

Cautionary Note Regarding Forward-Looking Statements

Issuers make "forward-looking statements" in various of their offering materials. In some cases, these statements may be identified by forward-looking words such as "may," "might," "should," "would," "could," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "potential" or "continue," and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about the Issuer, may include projections of an issuer's future financial performance based on its growth strategies and anticipated trends in its business. These statements are only predictions based on the Issuer's current expectations and projections about future events. There are important factors that could cause actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements.

Although the Issuer's management believes the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, level of activity, performance or achievements. Moreover, neither an Issuer nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. Investors should not rely upon forward looking statements as predictions of future events.

Neither the Issuer nor Bonside nor Advisor is under any duty to update any of these forward-looking statements contained in its offering materials after the date thereof to conform prior statements to actual results or revised expectations, and neither the Issuer nor Bonside nor Advisor intends to do so.

We caution investors not to place undue reliance on the forward-looking statements, which speak only as of the date of the offering materials in which they appear.

Offering materials may also incorporate estimates and other statistical data made by independent parties and by an issuer relating to market size and growth and other data about an issuer's industry. This data involves a number of assumptions and limitations, and Investors are cautioned not to give undue weight to such estimates. In addition, as noted above, projections, assumptions and estimates of our future performance and the future performance of the markets in which an issuer operates are necessarily subject to a high degree of uncertainty and risk.