WELCOME to BidClub.io.

The following Terms and Conditions of Use (these "Terms") shall govern your access to and use of BidClub.io (BIDCLUB), including its associated content, features and applications, and you shall be deemed to have agreed to each of the provisions set forth in these Terms by your action in using or accessing BIDCLUB. If you do not agree to be bound and abide by these Terms, you may not continue to access BIDCLUB or any of its associated content, features or applications.

The owner of BIDCLUB, PhatPitch LLC. ("PHATPITCH LLC") reserves the right, at its discretion, to change, modify, add or remove portions of these Terms at any time. All changes are effective immediately when we post them and apply to all access to and use of BIDCLUB thereafter. Your continued use of BIDCLUB following the posting of revised Terms constitutes your acceptance of and agreement to the changes. You are expected to check these Terms each time you access BIDCLUB so you are aware of any changes to them.

AGE REQUIREMENTS: BIDCLUB is not intended for use by anyone under 18 years of age. If you are under 18 years of age, you may not access, use or provide any information on BIDCLUB or provide any information about yourself to us.

LIMITED LICENSE: Subject to your continued compliance with these Terms, PHATPITCH LLC grants you a limited, revocable, non-transferrable license to access and use BIDCLUB strictly for your personal, non-commercial use for the purposes described on BIDCLUB and in accordance with these Terms. The foregoing grant of license does not transfer any title or other ownership in BIDCLUB or PHATPITCH LLC. All rights not expressly granted by the foregoing license are reserved by PHATPITCH LLC. PHATPITCH LLC reserves the right to revoke or further limit the license granted in this paragraph at any time in PHATPITCH LLC's sole discretion without notice.

CONTENT: All materials and information published on BIDCLUB by any person, including any member or other user of BIDCLUB, including, without limitation, information, text, recommendations, financial analysis, opinions, images, graphics, software, code, applications, statements, lists and all other information (the "Content") are intended solely for your personal, non-commercial use. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided herein), create derivative works from, distribute, sell, display or in any similar way commercially exploit by resale or otherwise, any of the Content, in whole or in part.

All Content is owned or controlled by PHATPITCH LLC or the party otherwise credited as the provider of such Content. The Content, and the entire BIDCLUB site, including without limitation selection, coordination, arrangement, reproduction and enhancement of such Content, all materials published by BIDCLUB and all postings on BIDCLUB, are protected by copyright pursuant to Hong Kong copyright laws, international conventions and other copyright laws. Reproduction of the BIDCLUB site or any Content, in whole or in part, without written permission of PHATPITCH LLC is strictly prohibited. To the extent that you may download or copy Content, you may only do so for personal use(s) and not for resale or reproduction and you must maintain all copyright and other notices contained in such Content. In the event you download any software from BIDCLUB, such software, including without limitation any files, images incorporated in or generated by the software, and data accompanying the software, are licensed to you by PHATPITCH LLC for your limited, non-commercial use as further described and limited in these Terms and on BIDCLUB, and you may not redistribute, sell, decompile, reverse engineer or otherwise re-use the software. PHATPITCH LLC retains full and complete title and rights to all intellectual property in BIDCLUB and the Content.

SUBMISSIONS: You are and shall remain solely responsible for your submissions and any submissions made through your account. BIDCLUB and PHATPITCH LLC are not responsible for the content or message of your submissions. BIDCLUB and PHATPITCH LLC do not verify or guarantee, and makes no representation or warranty of any kind or nature as to, the accuracy, veracity or completeness of any information or recommendations provided on BIDCLUB, nor does BIDCLUB or PHATPITCH LLC endorse, support, sanction, encourage, verify, agree with, or reject, diminish or disagree with, the ideas, comments, recommendations, opinions or statements posted on BIDCLUB.

While BIDCLUB does not and cannot review every message posted or idea or recommendation submitted to BIDCLUB, BIDCLUB reserves the right, in its sole discretion, but assumes no duty, to delete, move, or edit submissions that it deems unreliable, incomplete, inaccurate, false, inappropriate, defamatory, obscene, in violation of copyright, trademark or other applicable laws, or otherwise unacceptable, and you expressly acknowledge that your submissions may be edited, removed, modified, published, re-published, transmitted and displayed by BIDCLUB in its sole discretion.

USE OF SITE; PROMOTION PROHIBITED: You shall not use BIDCLUB ideas, recommendations or Content in any commercial manner. You shall not use BIDCLUB to solicit users to become users of other services or for any other business marketing or promotion. You shall not disrupt or interfere with any aspect or element of BIDCLUB nor shall you do anything which, in the judgment of PHATPITCH LLC, will restrict or inhibit any other user from using and enjoying BIDCLUB. You shall not, without the express written approval of PHATPITCH LLC, post or otherwise distribute any material containing any solicitation of funds, advertising or solicitation for goods or services. You shall not promote, tout or hype a stock or company, nor shall you post the same or substantially same note on multiple occasions in a single day (a practice known as "spamming"). You shall not upload, or otherwise submit or publish, any content or material which is libelous, defamatory, obscene, pornographic, abusive, impersonating, or hateful, or which invades anyone's privacy, encourages conduct that would constitute a criminal offense, or otherwise infringes, misappropriates or violates any third-party rights (including copyrights or other intellectual property rights), any contract to which you are bound or any local, state, federal or international law or regulation. You shall not engage in, or assist others in engaging in, any bulk or automated downloading of information on BIDCLUB, including without limitation scraping data/information, using crawlers, or retrieving information using algorithms or other automatic methods.

If you choose, or are provided with, a user name, password or any other information for use in authentication of your identity as part of security procedures ("Security Information"), you agree to treat such Security Information as confidential, not disclose it to any other person and use a reasonable degree of care in preventing others from discovering it. You also acknowledge that your account is personal to you and agree not to provide any other person with access to BIDCLUB using your Security Information. You agree to notify us immediately of any unauthorized access to or use of your Security Information or any other breach of security of your user account.

Those with formal connections or affiliations to or with a company being discussed on BIDCLUB, including among other things any positions of employment, directorships, consultancies and/or substantial share holdings, must identify themselves as such, and disclose such connection or affiliation, within their first submission on that topic, company focus, or subject matter.

You represent and warrant to PHATPITCH LLC that all submissions you make on BIDCLUB and associated content, information and materials are your own personal, original work and do not infringe, misappropriate or otherwise violate the intellectual property or other proprietary rights of any person.

SECURITIES TRADING BY PHATPITCH LLC AFFILIATES: Certain PHATPITCH LLC affiliates are engaged in digital assets, as well as stock and securities trading and investment and investment management, including as investment managers for pooled investment vehicles. These persons and entities may have positions (either long or short) in the securities of companies recommended or profiled or otherwise mentioned on and in BIDCLUB, or may be bought or sold following, or as a result of, recommendations, analysis or information submitted to, or contained in, BIDCLUB. Neither BIDCLUB LCC nor its affiliates shall be obligated to disclose such investments or trading activity at any time.

WARRANTIES AND LIMITATION OF LIABILITY: You represent, warrant and covenant to PHATPITCH LLC that no materials of any kind submitted by you or through your account will (a) violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights; (b) violate any applicable laws: (c) contain any undisclosed material inside information, or (d) contain false, libelous or otherwise unlawful material. You agree to indemnify, defend and hold harmless PHATPITCH LLC and its affiliates, agents and employees, from and against any and all liability and costs incurred by them (including, without limitation, attorneys fees) in connection with any claim arising out of any breach by you, or any user of your account, of these Terms, including the foregoing representations, warranties and covenants. You shall cooperate as fully as reasonably required in the defense of any such claim. PHATPITCH LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. Neither BIDCLUB nor PHATPITCH LLC represents or endorses the accuracy or reliability of any advice, opinion, statement or other information displayed, uploaded or distributed through BIDCLUB by any user, information provider, or other party. PHATPITCH LLC is not a broker, a dealer, or investment adviser. Nothing in BIDCLUB constitutes an offer or a solicitation to buy or sell any securities. Nothing in BIDCLUB is intended as specific investment advice and no individual should make any investment decision based any recommendation or analysis provided on BIDCLUB. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk and you bear sole responsibility for your own research and investment decisions.

PHATPITCH LLC may discontinue or revise any or all aspects or features of BIDCLUB at its sole discretion and without prior notice. None of BIDCLUB, PHATPITCH LLC and its affiliates is liable for the interruption or loss of the use of BIDCLUB, for any reason, or any loss to you caused thereby. BIDCLUB and all downloadable software are distributed on an 'as is' basis without warranties of any kind, either express or implied, including, without limitation, warranties of title, accuracy, completeness or implied warranties of merchantability or fitness for a particular purpose. None of BIDCLUB, PHATPITCH LLC and its affiliates makes any warranties, express or implied, respecting the security of the service or any harm caused by the transmission of any computer virus, worm, bomb, or other computer program through BIDCLUB. You hereby acknowledge that use of the site is at your sole risk.

In no event shall BIDCLUB, PHATPITCH LLC or its affiliates be liable to you or any third party for any damages of any kind arising out of the use of any Content or other material published or available on BIDCLUB, or relating to the use of, or inability to use, BIDCLUB or any Content, including, without limitation, any investment losses, lost profits, lost opportunity, special, incidental, indirect, consequential or punitive damages, even if BIDCLUB or PHATPITCH LLC has been advised of the possibility or probability that such damages may be sustained in advance thereof.

COMMUNICATIONS: PHATPITCH LLC reserves the right to send electronic mail and/or facsimile transmissions to you to inform you of changes or additions to BIDCLUB and/or relating to other products and services.

GENERAL: These Terms constitute an agreement between you and PHATPITCH LLC which shall be deemed to have been made in, and which shall be construed and enforced in accordance with the law of, the State of New York (without regard to conflict of laws principles). You may not transfer or assign your rights or obligations under these Terms. PHATPITCH LLC may transfer its rights under these Terms to any person without your further consent. Any controversy or claim arising out of or relating to these Terms or the breach thereof shall be settled by arbitration in New York City administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. If any provision of these Terms is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect.

3RD PARTY END USER AGREEMENT: With respect to any information provided by Third Party Service Providers ("3rd party") though BIDCLUB:

• (i) None of 3RD PARTY, its affiliates and its third-party suppliers shall have any liability for the accuracy or completeness of the information or software furnished through BIDCLUB, or for delays, interruptions or omissions therein nor for any lost profits, indirect, special or consequential damages;
• (ii) The 3RD PARTY information is not investment advice and a reference to a particular investment or security, credit rating or any observation concerning a security or investment provided by 3RD PARTY in the 3RD PARTY information is not a recommendation to buy, sell or hold such investment or security or make any other investment decisions;
• (iii) 3RD PARTY and its affiliates or their third-party suppliers have exclusive proprietary rights in the 3RD PARTY information;
• (iv) You shall not use or permit anyone to use the 3RD PARTY information for any unlawful or unauthorized purpose;
• (v) The 3RD PARTY information is being provided for your internal use only and you are not authorized or permitted to distribute or otherwise furnish such information or software to any third-party without prior written approval of 3RD PARTY;
• (vi) Access to the 3RD PARTY information is subject to termination in the event that any agreement between BIDCLUB and 3RD PARTY terminates for any reason; and
• (vii) 3RD PARTY may enforce its rights against you as a third-party beneficiary of its agreement with BIDCLUB, even though 3RD PARTY is not a party to these Terms.

PRIVACY AND USE OF INFORMATION: Through your access and use of BIDCLUB, including your application for membership and submission of any content, PHATPITCH LLC may collect personal information about you, including your name, email address and other information that could be used to identify you (“Personal Information”) and information related to your use of BIDCLUB, your browser activity, search queries and submissions, your computing environment (including IP address, operating system, browser software, hardware and geographical location), referring websites (collectively, together with “Personal Information,” “Your Information”). PHATPITCH LLC may collect Your Information directly through your submission through BIDCLUB, or by using automated data collection and tracking technologies included in BIDCLUB. PHATPITCH LLC does not collect Personal Information through such automated technologies, but may connect Your Information collected through those automated technologies to your Personal Information that we collect from you or other sources. PHATPITCH LLC may use Your Information (i) to provide you with the information, products and services that you request, (ii) to provide your with notices about your account, BIDCLUB and related information, (iii) to verify compliance with these Terms, (iv) to enforce PHATPITCH LLC's rights under these Terms, (v) to comply with applicable law, rules of regulatory bodies and BIDCLUB's internal policies, (vi) to improve BIDCLUB, (vii) to fulfill any other purpose for which Your Information is submitted by you or that is described to you in connection with your submission, or (viii) otherwise with you consent. PHATPITCH LLC may disclose aggregated data and information about BIDCLUB members and users, and information that does not otherwise specifically identify any particular person, without restriction.

PHATPITCH LLC may disclose Your Information (i) to any of its affiliates, (ii) to serBidClube providers and other third parties it uses to support BIDCLUB, (iii) to a buyer or other successor of PHATPITCH LLC in the event of a merger, divestiture, restructuring, reorganization, dissolution or other sale or transfer of some or all of PHATPITCH LLC or PHATPITCH LLC's assets, whether as a going concern or as part of bankruptcy, liquidation or similar proceeding, (iv) to persons with whom it has a strategic relationship in connection with the marketing and provision of BIDCLUB or its services, (v) to comply with any court order, law or legal process, including to respond to any government or regulatory request, or BIDCLUB's internal policies, (vi) to enforce its rights under these Terms, (vii) to the extent PHATPITCH LLC determines it is necessary to protect the rights, property or safety of BIDCLUB or any other person or (v) otherwise with your consent or as described to you in connection with your submission of Your Information.

ENTIRE AGREEMENT: These Terms constitute the sole and entire agreement between you and PHATPITCH LLC with respect to the subject matter hereof, and supersede all prior and contemporaneous negotiations, understandings and agreements, whether written or oral, between the parties with respect to such subject matter.