LP Desk Terms of Use

LP Desk, LLC ("LP Desk," "we," or "us") owns and operates https://www.lpdesk.com and other sites linking to these Terms of Use (individually, the "Site", or, collectively, the "Sites"). Through the Sites, LP Desk provides various service offerings, information, and resources related to an electronic messaging platform and marketplace whereby investors may find buyers and sellers of certain interest in non-public investments (each a "Product" and collectively, the "Products"). References to the Sites herein include the Products.

LP Desk may change, suspend, modify, or discontinue all or any part of the Sites in its sole discretion with or without notice. LP Desk is not liable if all or any part of a Site is, for any reason, unavailable at any time or for any period. LP Desk reserves the right to block or deny access to any of the Sites to anyone at any time for any reason. LP Desk is not obligated to correct or update any information or content on the Sites.

Terms and Conditions, Changes to the Terms of Use

These terms of use (together with any additional terms, as described below) ("Terms of Use") are an agreement between you and LP Desk governing your access to and use of the Sites, their functionality, and their content. Subject to your full and ongoing compliance with these Terms of Use, LP Desk hereby grants you the limited and revocable right to access and use those portions of the Sites for which you registered or are otherwise granted access, solely for their intended purposes, and solely for your internal business purposes. If you use or access the Sites on behalf of a business or other entity, you must have authority to bind that business/entity. In such case, the term "you" includes the business/entity and any of its agents that use or access the Sites. By using or accessing the Sites, you represent and warrant that you are of legal age to accept these Terms of Use and form a binding contract with LP Desk.

Account Access and Security

You are required to register and create an account in order to access certain content and functionality of the Sites, including on any of the LP Desk Platforms. If you choose to create an account, you must provide an email address and password and may be required to provide additional personal information. To protect your account security, you should choose a username and password that are not associated with your personal information.

You are responsible for maintaining the confidentiality of your account, password, and other information. Any account you create is personal to you and you agree not to provide any other person with access to it. You agree to notify LP Desk immediately if you become aware of any unauthorized access to or use of your account.

User Content

The Sites may now or in the future contain Products that use information you have provided to LP Desk and that allow you and others to post, submit, publish, display, or otherwise transmit ("post") various information and materials ("User Content"), which may include answers in response to questions, comments, documents, and other similar content. Other than personally identifiable information that you provide to LP Desk in connection with your account or as requested or required by the Sites (which information is subject to the Privacy Policy) and except as expressly provided in these Terms of Use or the policies applicable to any LP Desk Platform, User Content is and will be considered non-confidential and non-proprietary.

Content Standards

You agree that you will not post any User Content that (a) infringes or violates any other party's intellectual property rights, (b) fails to comply with applicable laws and regulations, or (c) contains any expressions of hate, abuse, offensive images or conduct, or any similar content. Without limiting the foregoing, User Content must not:

• contain any defamatory, libelous, slanderous, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, sexually explicit, pornographic, or otherwise objectionable material;
• promote violence or discrimination based on race, ethnicity, sex, religion, nationality, disability, sexual orientation, gender identity, or age;
• violate any person's or party's legal rights (including intellectual property rights, moral rights, and rights of publicity and privacy);
• impersonate any person or entity or misrepresent the identity or affiliation of the user or any other party;
• be likely to or designed to deceive any person;
• contain any material that is unlawful or could result in civil or criminal liability;
• involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter or advertising, other than as conducted by LP Desk in its operation of the Sites.

Prohibited Uses

You may use the Sites only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Sites:

• in any way that violates any applicable law or regulation;
• for the purpose of exploiting, harming, or attempting to exploit or harm minors or any other person;
• to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards;
• to impersonate or attempt to impersonate LP Desk, an employee of LP Desk, another user, or any other person or entity;
• to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Sites.

Intellectual Property Rights

LP Desk and its licensors or other providers own the Sites, including all of their content, features, and functionality—including any information, software code, text, displays, images, video, and audio, and the design, selection and arrangement of such material, and any documents, resources, recommendations, guidance, forms, policies, or other materials provided or generated through the Sites ("Site Content"). The Sites and all such Site Content are protected by US and international copyright, trademark, and other laws and treaties, and may not be used except as permitted in the Terms of Use.

Affiliate Disclosure and Financial Services Disclaimer

LP Desk may provide certain information to Wraith Capital Advisory, LLC, an affiliate of LP Desk. Any such information sharing will be conducted in accordance with applicable privacy laws and LP Desk's Privacy Policy. You acknowledge and consent to such information sharing as part of your use of the Sites and Products.

LP Desk does not provide financial advice, investment advice, or any services that would be subject to regulation by the Financial Industry Regulatory Authority (FINRA), the Securities and Exchange Commission (SEC), or any other financial regulatory authority. The Sites and Products are designed solely to facilitate connections and communications between users in connection with potential investment opportunities.

Disclaimer of Warranties

Limitation on Liability and Time to File Claims

Governing Law and Jurisdiction

You agree that all matters relating to the Sites and these Terms of Use and any dispute or claim arising therefrom or related thereto shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. You agree that the federal and state courts located in the State of Florida have exclusive jurisdiction over any legal proceedings relating to, arising out of, or connected in any way to your use of the Sites.

Dispute Resolution and Arbitration

In the interest of resolving disputes between you and LP Desk in the most expedient and cost effective manner, and except as described below, you and LP Desk agree that every dispute arising in connection with these Terms of Use will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court and uses a neutral arbitrator instead of a judge or jury.

Your Comments and Concerns

This website is operated by LP Desk, LLC.

All feedback, comments, requests for technical support, and other communications relating to the Sites should be directed to: info@lpdesk.com