Morning Line Club - Terms of use

MORNING LINE CLUB INC.

These terms of use are entered into by and between you and Morning Line Club Inc., a Delaware corporation (the “Company”, “MLC”, “we,” “us,” or “our”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms”), govern your access to and use of www.morninglineclub.com (the “Website”) and mobile application (our “Platform”), content, functionality, and services offered on or through the Website (collectively, the “Services”).

Please read the Terms carefully before you start to use the Services. By using the Services or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms, including our Privacy Policy (“Privacy Policy”), which is incorporated herein by reference and as amended from time to time. If you do not agree to these Terms (including the Privacy Policy), you must not access or otherwise use the Services.

By accessing our Platform, you (the “User” or “you”) signify that you have read, understand and agree to be bound by these terms of use (“Terms”), regardless of whether you are a registered member of the Services. In addition to these Terms, you may enter into other agreements with us or others that will govern your use of our Services or related services offered by us or others. If there is any contradiction between these Terms and another agreement you enter into applicable to specific aspects of our Services, the other agreement shall take precedence in relation to the specific aspects of our Services. As used herein, “Users” means anyone who accesses and/or uses our Platform, as well as anyone who owns securities that were originally issued via our Platform. For any terms herein applicable to all Users, all investor members, or business and other entity Users specifically, or where the context otherwise requires, “Users” shall be deemed to include any business or other entity on behalf of which our Platform or Service is accessed by any other User, and “you” shall be deemed to include any such business or other entity and any person acting on behalf of any such business or other entity in connection with the use of our Platform or Services.

PLEASE REVIEW THESE TERMS CAREFULLY, SPECIFICALLY THE ARBITRATION PROVISION BELOW. THIS AGREEMENT REQUIRES THE PARTIES TO RESOLVE DISPUTES THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS.

BY USING OUR SERVICES, YOU HEREBY AGREE THAT YOU ARE NOT A CITIZEN OF, LOCATED IN, INCORPORATED IN, OR OTHERWISE HAVE A REGISTERED OFFICE IN (I) THE UNITED STATES OF AMERICA (A “US PERSON”) OR (II) CUBA, IRAN, MYANMAR (BURMA), NORTH KOREA, SYRIA, THE REGIONS OF CRIMEA, DONETSK, OR LUHANSK, OR ANY OTHER COUNTRY OR REGION THAT IS THE SUBJECT OF COMPREHENSIVE COUNTRY-WIDE OR REGION-WIDE ECONOMIC SANCTIONS BY THE UNITED STATES OF AMERICA, CANADA, THE UNITED KINGDOM, OR THE EUROPEAN UNION (COLLECTIVELY, “SANCTIONED TERRITORIES”). YOU ALSO HEREBY AGREE THAT YOU ARE NOT THE SUBJECT OF ECONOMIC OR TRADE SANCTIONS ADMINISTERED OR ENFORCED BY ANY GOVERNMENTAL AUTHORITY OR OTHERWISE DESIGNATED ON ANY LIST OF PROHIBITED OR RESTRICTED PARTIES (TOGETHER WITH ANY PERSON OR ENTITY FROM A SANCTIONED TERRITORY, A “SANCTIONED PERSON”). IF YOU ARE A US PERSON OR A SANCTIONED PERSON DO NOT USE THE SERVICES OR ATTEMPT TO USE A VIRTUAL PRIVATE NETWORK OR OTHER TECHNOLOGY TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN.

THE USE OF A VIRTUAL PRIVATE NETWORK (“VPN”) TO ACCESS THE SERVICES IS EXPRESSLY PROHIBITED. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL NOT USE A VPN OR SIMILAR TECHNOLOGY TO ACCESS OR USE THE SERVICES IN ANY WAY AND REPRESENT THAT AT NO TIME IN THE PAST HAVE YOU USED A VPN IN CONNECTION WITH THE SAME. WE RESERVE THE RIGHT TO RESTRICT OR DISCONTINUE YOUR ACCESS TO AND USE OF THE SERVICES IN THE EVENT WE KNOW OR HAVE REASON TO SUSPECT YOU ARE USING A VPN FOR SUCH ACCESS OR USE.

We may make changes to these Terms from time to time in our sole discretion. If we do this, we will post the changed Terms on our Platform here: https://www.morninglineclub.com/about/terms-of-use and will indicate at the top of this page the date the Terms were last revised. You understand and agree that your continued use of our Platform or Services after we have made any such changes constitutes your acceptance of the new Terms, which supersede all previous versions.

These Terms contain certain terms and other information which are important and impact your rights regarding the resolution of disputes, including a mandatory arbitration provision and a waiver of class action and jury trials. You should only access and use the Services if you fully agree with these terms.

ELIGIBILITY, LICENSE, AND REPRESENTATIONS.
1. Eligibility: General.
  Our Platform is intended solely for Users who, if they are a natural person, are eighteen (18) years of age or older, and any registration by, use of or access to our Platform by any natural person under eighteen (18) years of age is unauthorized, unlicensed, and in violation of these Terms. By using our Platform or Services, you represent and warrant that, if you are a natural person, you are eighteen (18) years of age or older and that you agree to and will abide by these Terms in their entirety. If you violate any of these Terms, or otherwise violate an agreement between you and us, MLC may delete your profile and any content or information that you have posted on our Platform and/or prohibit you from using or accessing our Platform or Services (or any portion, aspect or feature of our Platform or Services), at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under eighteen (18) years of age. If you are under eighteen (18) years of age, do not use this website for any purpose.
2. Proprietary Rights in Platform Content; Limited License.
  ‍All content on our Platform, including but not limited to designs, text, graphics, pictures, video, information (including, without limitation, data aggregated and compiled by us regarding same sale pairs, total returns and median annual returns of artists, artist markets and specific artworks), software, music, sound and other files, and their selection and arrangement (the “Platform Content”), are the proprietary property of MLC with all rights reserved, except the copyright to certain images or videos appearing on our Platform may belong to third-parties and we are using such images as a fair and permissible use and/or with the consent of the copyright holder. No Platform Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without MLC’s prior written permission, except as provided in the following sentence and except that the foregoing does not apply to your own User Content (as defined below) that you legally post on our Platform.
  
  Provided that you are eligible for use of our Platform, you are granted a limited, revocable, and nonexclusive license to access and use our Platform and to download or print a copy of any portion of the Platform Content solely for your personal use in connection with your use of our Platform or Services, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content, you may not republish Platform Content on any Internet, Intranet, or Extranet Platform, or incorporate the information in any other database or compilation, and any other use of the Platform Content is strictly prohibited. Any use of our Platform or the Platform Content other than as specifically authorized herein, without the prior written permission of MLC, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.
  
  You may review personal information posted by or relating to other Users on our Platform, but you are not authorized to disclose such information for any purpose. As used herein, “personal information” means any identifying information that could be used to identify a person. You may not reproduce any personal information. Further, you represent and warrant that: (i) you do not have the ability to match any personal information posted by or relating to other Users to the identity of any individual, (ii) you will not make any attempt to obtain data permitting you to match any personal information posted by or relating to other Users to the identity of any individual, (iii) you will not accept any information from any third party that permits such a match,; and (iv) you will make no such match.
3. Non-Disclosure and Confidentiality.
  ‍In using the Services, you may have access to confidential information of MLC and its affiliates and their respective affiliates, clients, brokers, licensors, and suppliers that may include, but is not limited to, their names, business and financial information, business plans, operating agreements, investment memorandums, and customer names (collectively, “Confidential Information”). You agree to maintain and vigilantly safeguard the privacy and security of all Confidential Information, including, without limitation, undertaking all necessary measures to ensure the privacy and security of all Confidential Information, including without limitation: (i) using the Confidential Information only for the purpose for which it was made available to you as part of our Services (the “Permitted Purpose”) and for no other purpose, (ii) not accessing, using, or disclosing any Confidential Information that you have no legitimate authorization to access, use, or disclose, (iii) not accessing our Services or any Confidential Information for any other individual (except to the extent fully disclosed by you to MLC) or any unauthorized third party, (iv) not disclosing Confidential Information to any third party, except to your attorneys or financial advisors who need to know the information to assist you to carry out the Permitted Purpose (the “Representatives”) and which Representatives are bound by a written confidentiality agreement that includes disclosure and use provisions no less restrictive with respect to disclosure than those set forth herein, (v) restricting physical and system access to the equipment that contains Confidential Information or that gives access to the information (such as by diligently closing out and monitoring computers and requiring password access to them),and (vi) using Confidential Information in compliance with all applicable laws. You will immediately notify and cooperate fully with MLC if you discover or suspect any unauthorized use of or access to our Services or any Confidential Information. You agree that you will be responsible under these Terms for any breach or threatened breach by the Representatives of the obligations set forth in this section as if such breach or threatened breach was committed by you. You acknowledge and further agree that all obligations relating to Confidential Information under these Terms will continue after termination of these Terms and your rights to access our Platform or Services.
4. Restrictions on Data Collection/Termination.
  ‍Without our prior consent, you may not (i) use any automated means to access our Platform or collect any information from our Platform (including, without limitation, by using robots, spiders, scripts, or other automatic devices or programs), (ii) frame our Platform, utilize framing techniques to enclose any Content or other proprietary information, place popup windows over our Platform’s pages, or otherwise affect the display of our Platform’s pages, (iii) engage in the practices of “screen scraping”, “database scraping” or any other activity with the purpose of obtaining content or other information, or (iv) use our Platform in any manner that violates applicable law or that could damage, disable, overburden, or impair our Platform or interfere with any other party’s use and enjoyment of our Platform. We may terminate, disable, or throttle your access to, or use of, our Platform or Services for any reason, including without limitation, if we believe that you have violated or acted inconsistently with any portion of these Terms.
5. User Representations.
  ‍You represent, warrant, and agree that no materials of any kind submitted through your membership account on our Platform (“Platform Account”) or otherwise posted or shared by you through our Services will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights; or contain libelous, defamatory, or otherwise unlawful material. You further agree not to harvest or collect e-mail addresses or other contact information of Users from our Platform or Services by electronic or other means for the purposes of sending unsolicited e-mails or other unsolicited communications. Additionally, you agree not to use automated scripts to collect information from our Platform or Services or for any other purpose. You further agree that you may not use our Platform or Services in any unlawful manner or in any other manner that could damage, disable, overburden, or impair our Platform. In addition, you agree not to use our Platform or Services to:
  1. upload, post, transmit, share, store, or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable;
  2. except where authorized by MLC, register for more than one Platform Account, register for a Platform Account on behalf of an individual other than yourself, operate a Platform Account on behalf of or for the benefit of any person who is not eligible to register for or operate a Platform Account in their own name, or register for a Platform Account on behalf of any group or entity (other than approved investment accounts opened on behalf of trusts or legal entities for which you have legal power and authority);
  3. impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, or your affiliation with or authority to act on behalf of any person or entity;
  4. upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation;
  5. upload, post, transmit, share, store or otherwise make publicly available on our Platform any private or personal information of any third party, including, without limitation, addresses, phone numbers, e-mail addresses, Social Security numbers and credit card numbers;
  6. solicit personal information from any natural person under 18 or solicit passwords or personally identifying information for a commercial or unlawful purpose from any User;
  7. upload, post, transmit, share or otherwise make available any material that contains a software virus 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;
  8. intimidate or harass another User;
  9. upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
  10. use or attempt to use another person’s Platform Account, service or system without authorization from that person and MLC, or create a false identity on our Platform or Services;
  11. Use any funds derived or obtained from an illegal activity or source to make any investment through our Platform; or
  12. upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of MLC, is objectionable or which restricts or inhibits any other person from using or enjoying our Platform, or which may expose MLC or its Users to any harm or liability of any type.
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6. User Content Posted on our Platform.
  You are solely responsible for the personal or business information, photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements, or other content that you upload, publish, provide, or display (hereinafter, “post”) on or through our Platform or Services, or transmit to or share with other Users (collectively the “User Content”). You understand and agree that MLC may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation, User Content that in the sole judgment of MLC violates these Terms, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.
  
  By posting User Content to any part of our Platform, you automatically grant, and you represent and warrant that you have the right to grant, to MLC an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with our Platform or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing, in each case consistent with our Privacy Policy. We reserve the right to disclose any User Content as necessary to comply with any applicable law, regulation, legal process, or governmental request.
  
  You may remove your User Content from our Platform at any time. If you choose to remove your User Content, the license granted above will not expire.
  
  You may review personal or business information posted by other Users on our Platform, but you are not authorized to disclose such information for any purpose.
7. Suspension or Termination.
  You understand that the Services is provided as a courtesy to you and that we may modify, suspend, or terminate all or a portion of our Services at any time in our discretion without prior notice to you. We reserve the right, in our sole discretion, to revoke, terminate, or suspend any privileges associated with accessing our Services for any reason or for no reason whatsoever, including improper use of our Services or failure to comply with these Terms, and to take any other action we deem appropriate. You agree that MLC will not be liable to you or any third party for any termination of your access to our Services. The termination of a User’s account may result in the forfeiture and destruction of all information associated with the account. If you wish to terminate your User account, you may do so by contacting MLC’s customer service at contact@morninglineclub.com. Any fees paid to MLC are nonrefundable, unless otherwise specified, and you will remain obligated to pay all outstanding charges, if any, relating to your use of our Platform or Services incurred prior to the termination.
8. Control of Account.
  If we, in our reasonable discretion, have determined that any User account has been established for, or used in connection with, the perpetration of fraud or in any other manner adverse to these Terms, we may, in our sole discretion, exercise control over the User account and take any other action we deem appropriate to rescind, unwind, or otherwise terminate any related transactions. You agree that MLC will not be liable to you or any third party related to our exercise of control over a User account in these circumstances. Exercise of control may result in the forfeiture and destruction of all information associated with and/or assets contained in the User account.
CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES.
‍Because MLC operates on the Internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us, therefore, we also need you to consent to us giving you certain disclosures electronically, either via our Platform or to the e-mail address (or other electronic means of communication) you provide to us. By agreeing to the Terms, you explicitly agree to receive electronically all documents, communications, notices, contracts, and agreements (including any IRS Forms, including Form 1099 and Form K-1) arising from or relating to your use of our Platform or Services, including any securities you have purchased, your use of our Services, and the voting of any securities you have purchased as an investor in any offering made available through our Platform (each, a “Disclosure”), whether we are acting in the capacity as issuer, agent or otherwise. The decision to do business with us electronically is yours. This document informs you of your rights concerning Disclosures.
1. Electronic Communications.
  Any Disclosures will be provided to you electronically through morninglineclub.com either on our Platform or via electronic mail to the verified e-mail address you provided or through other electronic means of communication based on information provided by you. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you at a cost of up to $5.00. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically. Any IRS 1099 Forms or Form K-1s provided electronically will remain accessible through at least October 15 of the year in which such IRS Form 1099 or Form K-1 is made available; after that time the IRS Form 1099 may no longer be accessible electronically. We may discontinue electronic provision of Disclosures at any time in our sole discretion.
2. Scope of Consent.
  Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and MLC or between you and another party with whom you transact through our Platform. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.
3. Consenting to do Business Electronically. Before you decide to do business electronically with MLC, you should consider whether you have the required hardware and software capabilities described below.
4. Hardware and Software Requirements. To access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an e-mail account and related software capable of receiving e-mail through the Internet; supported Web browsing software (Chrome version 32.0 or higher, Firefox version 26.0 or higher, Internet Explorer version 8.0 or higher, or Safari version 7.0 or higher); and hardware capable of running this software.
5. Telephone Consumer Protection Act (TCPA) Overview Consent. To the extent applicable, you expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages or push notifications (including text messages) from us, our affiliates, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.
6. Consent to Digital Call Recording. MLC uses technology that records telephone calls for quality assurance, customer service, training and data analysis purposes only. By agreeing to our Terms, you hereby consent to our recording of telephone conversations between you and MLC representatives, and you hereby agree that our employees, agents, and authorized representatives may listen to a call that has been recorded on our behalf for the purposes set forth above. To unsubscribe from text messages at any time reply STOP, STOP ALL, UNSUBSCRIBE, CANCEL, END or QUIT to any text message you receive from MLC. You consent that following such a request to unsubscribe, you may receive one final text message from MLC confirming your request. Note that unsubscribing from promotional and/or account-related texts will not prevent MLC from sending you text messages for security and authentication purposes.
7. Additional Mobile Technology Requirements. If you are accessing our Platform and the Disclosures electronically via a mobile device (e.g., smartphones, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device’s respective “app store”. If you do not have these capabilities on your mobile device, please access our Platform through a device that provides these capabilities.
8. Withdrawing Consent. You may not withdraw consent to doing business with us electronically for as long as you have any outstanding investments made through our Platform. If you have no outstanding investments made through our Platform and wish to withdraw consent to doing business electronically, we will terminate your registered Platform Account with us. This does not apply to any marketing or promotional materials.
9. How to Contact Us regarding Electronic Disclosures. You can contact us here. You may also reach us in writing to us at the following address: Morning Line Club Inc., 18W140 Butterfield Road, Suite 1500, Oakbrook Terrace, IL 60181, Attention: Investor Relations.
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If you are an individual User, you will keep us informed of any change in your e-mail or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered e-mail address changes, you must notify us of the change here.

You also agree to update your registered residence address and telephone number on our Platform if they change. If you are a business or entity User or are acting on behalf of a business or entity, you will keep us informed of any change to your e-mail address, telephone number and primary business address, as discussed under “Terms Applicable to Business and Other Entity Users” below. You may print a copy of this Agreement for your records, and you agree and acknowledge that you can access, receive and retain all Disclosures electronically sent via e-mail or posted on our Platform.
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SECURITIES MATTERS.
Notwithstanding anything to the contrary in these Terms, in no event shall anything in these Terms be deemed to be a waiver, and we will not assert there has been a waiver, that would not be permissible under Section 14 of the Securities Act of 1933, Section 29(a) of the Securities Exchange Act of 1934, or any other applicable provision of federal and state securities laws.

The securities offered on or through our Platform have not been registered under the Securities Act of 1933, in reliance on the exemptive provisions of Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, Regulation S and/or Regulation A. Securities sold through private placements pursuant to Regulation D or Regulation S are restricted and not publicly traded and are therefore illiquid. Securities sold in Regulation A offerings remain subject to State securities laws, or so-called “blue sky”, restrictions on trading. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon, or endorsed the merits of any offering or trading on our Platform.

Investment overviews and so-called “tombstone” advertisements on our Platform may contain summaries of the principal features or terms of investment opportunities available through our Platform, information about MLC and its track record, the price performance of the art market, the price performance of specific artists and information about securities offerings. Such overviews and tombstone advertisements are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the Offering Circular filed with the Securities and Exchange Commission in the case of Regulation A offerings, the Private Placement Memorandum in the case of Regulation D or Regulation S offerings or other offering materials relating to such investment opportunity. By signing up for a Platform Account and providing MLC with your contact information, you are expressly indicating your interest in receiving such information and shall be deemed to be affirmatively requesting that MLC provide you with information contained in its offering materials relating to MLC and its track record, the price performance of the art market, the price performance of specific artists and information about securities offerings. YOU MUST CAREFULLY REVIEW THE RELEVANT OFFERING CIRCULAR AND OR OTHER OFFERING MATERIALS BEFORE DECIDING TO INVEST. The information contained on our Platform has been prepared by MLC without reference to any particular user’s investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.If you are an individual User, you will keep us informed of any change in your e-mail or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered e-mail address changes, you must notify us of the change here.

You also agree to update your registered residence address and telephone number on our Platform if they change. If you are a business or entity User or are acting on behalf of a business or entity, you will keep us informed of any change to your e-mail address, telephone number and primary business address, as discussed under “Terms Applicable to Business and Other Entity Users” below. You may print a copy of this Agreement for your records, and you agree and acknowledge that you can access, receive and retain all Disclosures electronically sent via e-mail or posted on our Platform.
NO INVESTMENT ADVICE.
‍You acknowledge that MLC does not provide investment advice or a recommendation of securities or investments. You should always obtain independent investment and tax advice from your professional advisers before making any investment decisions.
TERMS APPLICABLE TO INDIVIDUAL USERS.
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1. Registration Data; Account Security.
  ‍In consideration of your use of our Platform, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration or subscription forms on our Platform or otherwise requested by MLC (“Individual Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Individual Registration Data, and any other information you provide to MLC, to keep it accurate, current and complete; (d) promptly notify MLC regarding any material changes to information or circumstances that could affect your eligibility to continue to use our Platform or Services or the terms on which you use our Platform or Services; and (e) be fully responsible for all use of your Platform Account and for any actions that take place using your Platform Account.
KNOW YOUR CUSTOMER.
You acknowledge that MLC and any third party partner will perform Know Your Customer (“KYC”) procedures on all subscribers, as required by internal policies, applicable FINRA guidelines, applicable SEC guidelines, and federal and state regulations for financial institutions. You agree that this is a general requirement and in compliance with regulatory rules and guidance, and in no way creates or is deemed to be any form of recommendation or advice by MLC. MLC may in its sole and absolute discretion decline to accept any person’s request in anything, at any time, with no requirement for any reason or explanation; the parties agree that such decline(s), if any, shall not constitute an opinion, recommendation, or investment, legal or tax advice by MLC.
BACKGROUND CHECKS.
‍We perform background checks on all subscribers in MLC offerings through third-party service providers. These background checks will seek to confirm whether a subscriber’s name and identity matches the identity of anyone listed on a terrorist or criminal database or watch list or is associated with any foreign government. By subscribing for securities on our Platform, you consent to such background checks. With respect to background checks (including, but not limited to data which we obtain from third parties regarding OFAC, FINCEN, PATRIOT Act, criminal history, bankruptcy, etc.), the data and information contained in our investigations is obtained from numerous regulatory, private, and public sources and is thought to be reliable. Background check information is shared with our RIA Partner. We and or our RIA Partner may have legal obligations under the USA Patriot Act or other applicable laws designed to detect money laundering or other crimes, including obligations to report suspicious activity. We reserve the right to deny any individual the right to access investment products that are otherwise available on our Platform for any reason, including, without limitation, as a result of information obtained in connection with background checks and whether or not such information is accurate, truthful or complete.
PAYMENT PROCESSING
1. MLC does not process payments directly, but instead utilizes third-party partners to process payment transactions on behalf of Users through the appropriate bank, credit card or debit card network, as applicable. When a User chooses to use our Services to make an investment in a MLC issuer, the User hereby consents to any appropriately licensed third party agent appointed by MLC facilitating and/or processing payments made or received through our Services, including, without limitation, the consent to access, charge or debit a payor’s credit card, debit card, bank account or other payment mechanism (but only upon receipt of instructions to do so from User and only for the purposes and within the limits of such instructions);
2. Each User acknowledges and agrees that a payment transaction made through our Services is a transaction between Users wishing to invest in an MLC offering and those offering such investment and not with MLC. MLC is not a party to any payment transaction related to any such investment and MLC is not a buyer or seller in connection with any such investment transaction;
3. Users may only use our Services to process a payment transaction for investment in a MLC offering through a legitimate, bona fide sale of such product or service and users may not use our Services to purchase any illegal goods or services or for any other underlying illegal transaction; and
4. Unless held in escrow in accordance with the terms governing an investment by the User, as agreed between the User and MLC at the time of investment, all payment transactions processed through our Services are non-refundable to a User by MLC and are non-reversible by a User through the Service. Users may have additional refund or charge-back rights under the agreement a User has with the issuer of the User’s payment instrument (i.e., its credit or debit card agreement or bank) or applicable state and federal laws. User should review its periodic statement received from the issuer of its payment instrument, which will reflect all purchase transactions through our Services.
OTHER APPLICABLE FEES.
MLC and applicable offerings may carry fees related to management of assets. These will be detailed in the offering documentation.
TERMS APPLICABLE TO ENTITY USERS.
1. Eligibility: Entity Users.
  ‍Access to our Platform for Users that are entities, including trusts, or persons acting on behalf of such entities, is intended solely for authorized representatives of entities that are in good standing in each jurisdiction in which they are registered to conduct business and persons otherwise authorized by such entities to act in furtherance of their use of our Platform or Services. By using our Platform or Services on behalf of an entity, you represent and warrant that you are duly authorized in accordance with the foregoing by the entity on behalf of which you are acting, that you have the power and authority to enter into binding agreements on behalf of the entity or in the capacity in which you are acting, and that the entity is in good standing in each jurisdiction in which it is registered to conduct business to the best of your knowledge. Furthermore, you confirm that you agree to the terms and conditions of these Terms individually and on behalf of such entity and represent and warrant that you and such entity will abide by all of the terms and conditions of these Terms. If you, the entity, any other person acting on behalf of the entity or trust violate any of these Terms, or otherwise violate an agreement between the entity (or, if applicable, any guarantor) and MLC, MLC may terminate the entity’s membership, delete any associated profile and any content or information posted on our Platform in connection with the entity’s membership and/or prohibit you, such entity and any other person acting on the entity’s behalf from using or accessing our Platform or Services (or any portion, aspect or feature of our Platform or Services), at any time in its sole discretion, with or without notice.
2. Business Registration Data; Account Security.
  In consideration of your use our Platform or Services on behalf of an entity member, you, individually and on behalf of such entity, agree to: (a) provide accurate, current and complete information about the entity, yourself and any other principals and/or authorized representatives of the entity member as may be prompted by any registration forms on our Platform or otherwise requested by MLC (“Business Registration Data”), including the entity’s full legal name; (b) provide such materials as MLC may request to establish and/or verify your or any other person’s identity or authority to enter into binding agreements on behalf of the entity, or to establish and/or verify the entity’s legal existence, good standing in any jurisdiction and eligibility to use our Platform or Services; (c) maintain the security of any password and identification issued for use by or on behalf of the entity; (d) maintain and promptly update the Business Registration Data, and any other information provided to MLC by you or anyone else acting on behalf of the entity, to keep it accurate, current and complete; (e) promptly notify MLC regarding any material changes to information or circumstances impacting the entity’s legal existence, good standing in any jurisdiction in which the entity is authorized to conduct business, or eligibility for continued use of our Platform or Services; and (f) be fully responsible for all use of any Platform Accounts opened on behalf of the entity and for any actions that take place using such Platform Account.
3. Additional Representations: Entity Users.
  In addition to the user representations set forth above under “User Representations”, which you hereby confirm on behalf of the entity member, you further agree, both individually and on behalf of the entity, not to use our Platform or Services to:
  1. register for multiple Platform Accounts on behalf of the same entity; operate or otherwise utilize a Platform Account opened in the name of an entity for the benefit of any persons other than that entity;
  2. operate or otherwise utilize a Platform Account opened in the name of an entity for any purpose prohibited by law or regulation, any activity which that entity is not duly authorized to conduct, or for any purpose prohibited by any other agreement between the entity and MLC or our affiliates;
  3. operate a Platform Account on behalf of any entity for which you are not an authorized person with the power to enter into binding agreements on behalf of the entity; communicate with any other User regarding the entity, or its business operations, other than anonymously and publicly via our Platform, or upload, post, transmit, share or otherwise make available any information or informational material identifying the entity or its business operations (other than Business Registration Data provided to MLC or other information requested by MLC or otherwise necessary for your use of our Platform or Services); and upload, post, transmit, share, store or otherwise make publicly available on our Platform any private information regarding the entity, including, without limitation, addresses, phone numbers, e-mail addresses, tax identification numbers and credit, or any personal information regarding persons associated with the business or entity (other than Business Registration Data provided to MLC).
  Furthermore, you represent and warrant and agree, both individually and on behalf of the entity, that (i) all e-mail addresses provided on behalf of the business or entity are and will be used by the business or entity for business purposes and (ii) you will not represent or portray the business or entity as being affiliated with MLC in any capacity other than being a User of our Platform or Services without MLC’s prior written consent.
4. Scope of License to Use.
  ‍For Users that are entities, or persons acting on behalf of entities, the limited license to access and use our Platform granted above shall be deemed granted to the entity member and to those authorized representatives of the entity for whom Business Registration Data has been provided to MLC while acting on behalf of the entity member in their official capacities. Any access to or use of our Platform by persons who are not authorized representatives of the entity, including but not limited to any representative for whom Business Registration Data has not been provided, voids this license and shall constitute a violation of these Terms. Furthermore, this license is revocable by us at any time with regard to the entity member and/or any person acting on such entity’s behalf without notice and with or without cause.
INTELLECTUAL PROPERTY MATTERS.
1. Trademarks.
  “Morning Line Club” and other Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks, or trade dress of MLC in the United States and in other countries. MLC’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of MLC.
2. Copyrights.
  If you believe that your copyrighted material has been copied or otherwise used or displayed in a way that constitutes copyright infringement, you may contact us via e-mail to report such activities.
3. Submissions.
  You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about our Platform or Services (“Submissions”), provided by you to MLC are non-confidential and shall become the sole property of MLC. MLC shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
4. Prohibited Uses.
  ‍You may not reproduce, resell, or distribute our Services or any data generated by our Services for any purpose unless we have granted you express permission. You may not offer or enable any third party to use our Services, display on a website or otherwise publish our Services or any content obtained on our Services or otherwise use our Services for the development, production or marketing of a service substantially similar to our Services.
  
  You may use our Services only for lawful purposes and in accordance with these Terms. You agree not to use our Services:
  1. In any way that violates or assists you in violating any applicable national or international law, rule, statute, regulation, by-law, order, protocol, code, decree, or other directive, requirement, or guideline, including, without limitation, any of the foregoing relating to anti-money laundering, anti-terrorism, and anti-corruption.
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  2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.
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  3. To transfer or otherwise use blockchain-based assets or other digital assets that do not legally belong to you or for which you are not otherwise authorized to transfer or otherwise use.
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  4. If you are a US person or a Sanctioned Person or to otherwise transact with a US Person or a Sanctioned Person.
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  5. In violation of any applicable laws, rules, or regulations relating to the integrity of trading markets.
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  6. To engage in improper or abusive trading practices.
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  7. To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
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  8. To impersonate or attempt to impersonate MLC, an MLC employee, another user, or any other person or entity.
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  9. In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
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  10. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm or offend MLC or users of the Services or expose them to liability.
  Additionally, you agree not to:
  1. Use our Services in any manner that could disable, overburden, damage, or impair our Services or interfere with any other party’s use of our Services, including their ability to engage in real time activities through the Services.
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  2. Modify, reverse engineer, decompile, prepare derivative works of, disassemble, or otherwise attempt to gain access to the source code of our Services.
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  3. Use any robot, spider, or other automatic device, process, or means to access our Services for any purpose, including monitoring or copying any of the material on our Services.
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  4. Use any manual process to monitor or copy any of the material on our Services or for any other unauthorized purpose without our prior written consent.
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  5. Use any device, software, or routine that interferes with the proper working of our Services.
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  6. Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
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  7. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.
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  8. Attack our Services via a denial-of-service attack or a distributed denial-of-service attack.
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  9. Otherwise attempt to interfere with the proper working of our Services.
5. Compliance with Laws.
  ‍You represent and warrant that your use of our Services will comply with all applicable laws, rules, and regulations, including, without limitation, data privacy and protection laws, anti-money laundering, anti-terrorism, anti-corruption, export control, and economic sanctions laws and regulations. If you are subject to regulations and you use our Services, we will not be liable if our Services do not meet those requirements.
TRADING PLATFORM USERS.
Secondary trading activity for MLC issuers occurs via an electronic alternative trading system, or “ATS”, operated by Liquidity (“Liquidity”), and ARQ Advisors LLC, a Delaware limited liability company which is an SEC-registered broker-dealer and member of FINRA and SIPC in accordance with SEC Regulation ATS (“ARQ”). The alternative trading system, powered by Liquidity (the “Trading Platform”), facilitates trading of Racing Shares and Breeding Shares, which are fungible tokens of all eligible MLC issuers. The Trading Platform enables holders of Racing Shares and Breeding Shares in MLC to post live bid and ask orders at any time, and the Trading Platform will match trades automatically during regular trading hours that substantially mirror the trading hours on national securities exchanges. MLC does not receive, transfer or hold funds or securities as an incident of facilitating the Trading Platform.

Users of the Trading Platform will need to create brokerage accounts with ARQ. Owners of Racing Shares and Breeding Shares of MLC issuers and other investors may submit bid and ask orders to purchase or sell Racing Shares and Breeding Shares, and, if matched with orders placed by a counterparty through the Trading Platform, such transactions will be executed and settled by the Settling Broker within minutes. Brokerage accounts will be used to hold custody of your MLC shares and may also be used to hold cash that can be withdrawn or used to purchase (i) MLC securities in primary offerings on our Platform or (ii) secondary transactions on the Trading Platform. To establish a brokerage account for trading, the Broker-Dealers that operate the Trading Platform are required to collect additional information about you in accordance with record-keeping and suitability rules of FINRA.

When you sign up for a brokerage account, you authorize us to share your identity and banking information with the Broker-Dealers to open and support your brokerage account as further detailed in MLC’s Privacy Policy and Satchel’s Privacy Policy. It is your responsibility to make sure the data you provide is accurate and complete. Additionally, you are responsible for complying with the relevant third-party terms and conditions when using the Trading Platform and your brokerage account. It is your responsibility to read and understand such terms and conditions relating to your brokerage account including, but not limited to, your rights, limitations, reversal and other liabilities, limitation of liability and binding arbitration provisions.

When you sign up for a brokerage account, you also authorize MLC issuers in which you invest to make distributions into your ARQ brokerage account. Unless we receive written instructions from you to make distributions to a different account, all distributions by MLC issuers will be made to your ARQ brokerage account. Notwithstanding any provision of any agreement, neither MLC nor any affiliate of MLC shall have any right to hold, transfer or receive any funds from your brokerage account or issue instructions to any bank on your behalf, though you may issue instructions to your registered bank (through the MLC API with Satschel or otherwise) to send money on your behalf in your sole and absolute discretion.

Banking services are provided through our banking software provider. By opening a deposit account through MLC, you agree to Plaid’s Deposit Agreement, which includes its Truth in Savings Disclosure, and Terms of Service and Privacy Policy.

MLC issuers reserve the right to suspend or prohibit anyone from trading on the Trading Platform if we determine, in our sole and absolute discretion, that such person is or has engaged in activities for the purpose or with the effect of manipulating the price of the Racing Shares and Breeding Shares of any MLC issuer or violates the published rules of the Trading Platform. All questions regarding the Trading Platform, Satschel, ARQ, or your brokerage account can be directed to us at contact@morninglineclub.com.

There will be limitations and restrictions applicable to certain international investors and those limitations and restrictions are expected to change over time. If you reside outside the United States, you are encouraged to contact us more information about the Trading Platform.
1. Electronic Fund Transfer Disclosure Statement.
  ‍The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from your account(s). There may be limitations on account activity that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your account.
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  1. “Electronic Fund Transfer” means any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers-initiated telephone, Platform, or mobile application.
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  2. Your Liability: Authorized Transfers. You are liable for an Electronic Fund Transfer that you authorize, whether directly or indirectly.
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  3. Your Liability: Unauthorized Transfers. Contact us immediately if you believe your account or access information is lost or stolen or has been or may be subject to unauthorized Electronic Fund Transfers. By contacting us immediately, you will keep your possible liability to a minimum. You could lose all the money in your account(s) resulting from one or more unauthorized transfers. If you contact us within two (2) business days after learning of the loss or theft of your account access device, or after learning of any other unauthorized transfers from your account involving your account access device, your losses from unauthorized Electronic Fund Transfers that are made without your permission are limited to $50. For any unauthorized transaction, if you do not contact us within two (2) business days after learning of the loss, theft, or unauthorized use, and we can establish that we could have prevented the unauthorized transfer(s) if you had told us in time, you could lose as much as $500. Also, if your periodic account statement shows one or more unauthorized transfers and you fail to report the unauthorized transfer(s) to us within sixty (60) days after the statement was delivered to you, you may not get back any money you lose after the sixty (60) day period if we can prove that we could have prevented the unauthorized transfer(s) if you had notified us in time. If an extenuating circumstance (such as extended travel or hospitalization) prevents you from promptly notifying us of a suspected lost or stolen access device or of any other suspected unauthorized transfer(s), the time periods specified in this section may be extended for a reasonable period.
    
    Initial fees associated with opening and maintaining brokerage accounts and executing trades on the Trading Platform will be covered by MLC for shareholders residing in the United States, but in the future, account or transactional fees could be passed through to investors. Typical transaction fees are one to five percent of the value of the transaction. There may be fees charged to non-U.S. residents for certain account types and transactions. MLC reserves the right to change or modify the transaction fee as it sees fit.
MISCELLANEOUS TERMS.
1. Links to Other Web Platforms and Content.
  Our Platform contains (or you may be sent through our Platform or Services) links to other web platforms (“Third-Party Platforms”), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software, and other content belonging to or originating from third parties (the “Third-Party Content”). Such Third-Party Platforms and Third-Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Platforms accessed through our Platform or any Third-Party Content posted on our Platform, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third-Party Platforms or the Third-Party Content. Inclusion of or linking to any Third-Party Platform or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave our Platform and access the Third-Party Platforms, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any platforms to which you navigate from our Platform.
2. User Disputes.
  You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
3. Privacy. Please review MLC’s Privacy Policy.
  ‍Your use of our Platform or Services are governed by the Privacy Policy. By using our Platform or Services, you are consenting to have your personal data transferred to and processed in the United States. We may listen to and record phone calls between you and our representatives without notice to you as permitted by applicable law. For example, we listen to and record calls for quality monitoring purposes.
4. Platform Contests.
  On occasion, MLC may use our Platform to conduct a promotional contest, giveaway, sweepstakes, etc. In such case, please review MLC’s Contest Rules. By using our Platform or Services, and participating in the promotion, you are consenting to the given contest terms and conditions.
5. Disclaimers.
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  1. MLC does not guarantee the accuracy of any User Content or Third-Party Content. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on our Platform and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on our Platform or in connection with any User Content or Third-Party Content. MLC is not responsible for the conduct, whether online or offline, of any User of our Platform or Services. MLC cannot guarantee and does not promise any specific results from use of our Platform or Services.
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  2. Our Platform and Services may be temporarily unavailable from time to time for maintenance or other reasons. MLC assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. MLC is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of e-mail or players on account of technical problems or traffic congestion on the Internet or on our Platform or combination thereof, including injury or damage to Users or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Web and in connection with our Services. Under no circumstances will MLC be responsible for any loss or damage, including any loss or damage to any User Content, financial damages or lost profits, loss of business, or personal injury or death, resulting from anyone’s use of our Platform or Services, any User Content or Third-Party Content posted on or through our Platform or Services or transmitted to Users, or any interactions between Users of our Platform, whether online or offline.
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  3. MLC reserves the right to change any content contained in our Platform and any Services offered through our Platform at any time without notice. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof, or any affiliation therewith, by MLC.
6. Limitation on Liability..
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  1. EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS PROVIDED ABOVE IN THE SECTION TITLED, “SECURITIES MATTERS”, IN NO EVENT WILL MLC OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF OUR PLATFORM OR SERVICES OR ANY OF OUR PLATFORM CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH OUR PLATFORM, EVEN IF MLC IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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  2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN EXCEPT AS PROVIDED ABOVE IN THE SECTION TITLED, “SECURITIES MATTERS”, TO THE EXTENT PERMITTED BY APPLICABLE LAW MLC’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO MLC FOR OUR SERVICES DURING THE TERM OF MEMBERSHIP. IN NO CASE, EXCEPT AS PROVIDED ABOVE IN THE SECTION TITLED, “SECURITIES MATTERS”, WILL MLC’S LIABILITY TO YOU EXCEED $1,000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO MLC FOR OUR SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM MLC, REGARDLESS OF THE CAUSE OF ACTION.
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  3. IN ADDITION TO THE SPECIFIC SECURITIES LAWS PROVISIONS DESCRIBED ABOVE IN THE SECTION TITLED, “SECURITIES MATTERS”, CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
7. Governing Law; Venue and Jurisdiction.
  By visiting or using our Platform and Services, you agree that the laws of the State of Delaware, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms. By agreeing to the Terms and using our Platform and Services, you agree to agree to the binding arbitration provisions set forth in these Terms below. To the extent that any Claim (as that term is defined below) is not subject to arbitration under the agreement below, you and MLC agree to submit to personal jurisdiction in the federal courts located in Chicago for all purposes, and you agree to waive any jurisdictional, venue, or inconvenient forum objection(s) to such court. Both parties agree that, in any such proceeding and to the maximum extent permitted by law, they are waiving the right to trial by jury.
8. Arbitration.
  Either party may, at its sole election, require that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration. The arbitration shall be conducted in Chicago, Illinois. As used in this provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and MLC (or officers, directors, employees, contractors, managers, members, affiliates, parents, subsidiaries, or other persons claiming through or connected with MLC), on the other hand, in any way relating to or arising out of your relationship with MLC, including our Platform, our Services, these Terms and/or the activities or relationships that involve, lead to, or result from any of the foregoing, including the validity or enforceability of this arbitration provision, provided that this provision shall not apply to any Claims arising under Federal securities laws. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include (without limitation) matters arising as initial claims, counterclaims, crossclaims, third-party claims, or otherwise. The scope of this arbitration provision is to be given the broadest possible interpretation that is enforceable.
  
  The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”) or JAMS. Claims shall be resolved using the AAA Commercial Arbitration Rules (in the event of an arbitration before the AAA) or the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) Comprehensive Arbitration Rules & Procedures (in the event of an arbitration before JAMS). Likewise, the arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this arbitration provision or any countervailing law. In the case of a conflict between the rules and policies of the administrator and this arbitration provision, this arbitration provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply.
  
  If we elect arbitration, we shall pay all the administrator’s filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator’s rules. We shall pay the administrator’s hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator’s rules or applicable law require otherwise, or you request that we pay them, and we agree to do so. Each party shall bear the expense of its own attorney’s fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.
  
  Within thirty (30) days of a final award by the arbitrator, a party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, an opposing party may cross-appeal within thirty (30) days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this arbitration provision and the administrator’s rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (the “FAA”), and may be entered as a judgment in any court of competent jurisdiction.
  
  We agree not to invoke our right to arbitrate an individual Claim that you may bring in Small Claims Court or an equivalent court, if any, so long as the Claim is pending and the jurisdiction is proper only in that court. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT.
  
  Unless otherwise provided in these Terms or consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not: (i) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; or (ii) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this provision, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this agreement in this paragraph only shall be determined exclusively by a court and not by the administrator or any arbitrator.
  
  This arbitration provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the FAA. The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this arbitration provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.
  
  This arbitration provision shall survive: (i) suspension, termination, revocation, closure, or amendments to these Terms and the relationship of the parties; (ii) the bankruptcy or insolvency of any party hereto or other party; and (iii) any transfer of any securities, to any other party. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions of this arbitration provision shall nevertheless remain valid and in force. If arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings included herein are finally adjudicated to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this arbitration provision.
  
  If any provision of these Terms conflicts with a provision contained in any subscription agreement, share transfer agreement or similar agreement to which you and MLC are party, the terms of such other agreement shall control and shall be deemed to supersede the provisions of these Terms.
  
  Notwithstanding anything set forth in these Terms, either MLC or you may apply to any court of competent jurisdiction for injunctive relief without breach of the mandatory arbitration provisions set forth above.
  THE PARTIES ACKNOWLEDGE THAT THEY MAY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT UPON ELECTION OF ARBITRATION BY ANY PARTY. THE PARTIES HERETO WAIVE A TRIAL BY JURY IN ANY LITIGATION RELATING TO THIS AGREEMENT, THE SHARES OR ANY OTHER AGREEMENTS RELATED THERETO. THIS WAIVER OF THE RIGHT TO A JURY TRIAL DOES NOT APPLY TO ANY CLAIMS MADE UNDER THE FEDERAL SECURITIES LAWS.
9. Indemnification.
  ‍You agree to indemnify and hold MLC, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, members, managers, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with your User Content, any Third Party Content you post or share on or through our Platform, your use of our Platform or Services, your conduct in connection with our Platform or Services or with other Users of our Platform or Services, or any violation of these Terms or of any law or the rights of any third party. The previous sentence shall not apply to any extent to Users while acting as an investor or while registering as an investor in connection with their: (i) posting of User Content; or (ii) use of our Platform or Services. Your indemnification obligation will survive the expiration of these Terms and your use of our Services. MLC reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with MLC in asserting any available defenses.
10. Waiver and Severability.
  ‍No waiver by MLC of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of MLC to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.
11. No Professional or Fiduciary Duties.
  All information provided in connection with your access and use of our Services is for informational purposes only and should not be construed as professional, financial or legal advice. You should not take, or refrain from taking, any action based on any information contained on our Services or any other information that we make available at any time. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. These Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.
12. Tax Obligations.
  You understand and agree that your use of our Services may result in certain tax consequences and obligations, including income or capital gains tax, value-added tax, goods and services tax, or sales tax. It is your sole responsibility to determine whether taxes apply to any transactions you initiate or receive through use of the Services and, if so, to report and/or remit the correct tax to the appropriate tax authority. To extent information is provided to help assist you in completing your tax obligations, it is based solely on publicly available data, and you should work with tax professionals to ensure all information is accurate. We do not guarantee any accuracy, completeness or use for particular purpose in such information and fully disclaim all liabilities relating to your use of or reliance upon such information.
13. Assumption of Risk.
  1. By accessing and/or using our Services, you represent and warrant that you understand the inherent risks associated with cryptographic systems and blockchain-based networks, and other digital assets. We do not own or control the underlying software through which blockchain networks are formed or smart contracts are deployed, which software is typically open source. You understand and agree that (a) we are not responsible for the operation of the software or the networks underlying the Services, (b) we do not guarantee the functionality, security or availability of the software or networks, (c) the underlying networks are subject to sudden changes that may materially impact our Services, and (d) we are not responsible for any such underlying networks or software or the impact these networks and software have on our Services. You alone are responsible for securing your passwords and private keys and losing control of these passwords and private keys may result in a permanent and irreversible denial of access to your digital assets. We will not be responsible for any such loss, and we cannot retrieve such passwords or private keys if lost. Our Services and your digital assets may be impacted by regulatory inquiries or actions or changes in law, which could impede or limit the ability for us to make our Services available. You hereby assume and agree that we will have no responsibility or liability for, the risks set forth herein or other risks inherent in our Services and/or any of the underlying technology relating thereto. You hereby irrevocably waive, release, and discharge all claims, whether known or unknown to you, against us.
  2. You acknowledge and agree that the buying and selling of cryptocurrencies and other digital assets involves significant risk. You should never trade more than you can afford to lose. Prices for cryptocurrencies and other digital assets are highly volatile and may gain or lose value at any time. Transactions involving cryptocurrencies and digital assets are irreversible. Carefully check all transaction details prior to completing any transaction involving cryptocurrencies or other digital assets. You acknowledge and agree that your use and ownership of cryptocurrencies and other digital assets is at your own risk. Further, you understand, acknowledge, and agree that any cryptocurrencies or other digital assets stored in your digital wallet are not insured by the Federal Deposit Insurance Corporation, the Securities Investor Protection Corporation, the Financial Services Compensation Scheme or other government or private insurance entities.
14. Termination.
  ‍We may terminate or suspend your account and bar access to our Services immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of these Terms. Fees paid by you in relation to our Services are non-refundable. In the case of a cancellation for breach of these Terms, fees will not be refunded. If terminated for any other reason we may or may not, at our sole discretion, return any fees paid by or on behalf of you at the time of termination with or without reason or justification. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
15. Changes to our Services.
  ‍We reserve the right to withdraw or amend our Services, and any service or material we provide via our Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of our Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of our Services, or the entire Services, to users, including registered users.
16. Contact Us.
  ‍Please send your feedback, comments, or requests for technical support to contact@morninglineclub.com.

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