Terms of Service

Last Updated: March 3, 2026

1. AGREEMENT TO TERMS

These terms and conditions constitute a legally binding agreement between you and USAX, a Texas corporation. By accessing and using this website and any associated services, you agree to be bound by these Terms of Service. You represent and warrant that you are at least 18 years of age and possess the legal capacity to enter into this agreement.

2. DESCRIPTION OF SERVICES AND IMPORTANT REGULATORY DISCLAIMERS

USAX provides a provenance-verified private markets platform designed to facilitate information sharing about private securities. Please carefully review the following important regulatory disclaimers:

NOT A BROKER-DEALER

USAX is not a registered broker-dealer with the Financial Industry Regulatory Authority (FINRA) or the Securities and Exchange Commission (SEC). We do not execute, clear, or settle any securities transactions. All transactions that occur through our platform are the sole responsibility of the parties involved.

NOT A SECURITIES EXCHANGE OR ATS

USAX is not registered as a national securities exchange or alternative trading system (ATS) with the SEC. Our platform does not provide for matching orders or price discovery mechanisms for securities trading.

NOT AN INVESTMENT ADVISER

USAX does not provide investment advice, recommendations, or guidance. Information shared on our platform should not be considered investment advice. You should conduct your own due diligence and consult with qualified financial and legal advisors before making any investment decisions.

REGULATORY STATUS

USAX has not submitted formal applications to FINRA or the SEC for registration or approval of any platform or services. Our regulatory status may change in the future, and users should remain informed of any regulatory developments.

PROVENANCE VERIFICATION TECHNOLOGY

USAX employs provenance verification technology intended to provide informational context about private market securities. This technology is provided for informational purposes only and does not constitute investment advice, financial analysis, or valuation services. The accuracy and completeness of provenance information is not guaranteed.

NO LIABILITY FOR DECISIONS

USAX bears no liability for any investment decisions made by users based on information accessed through our platform. All investment decisions are solely the responsibility of the user.

NO OFFER OR SOLICITATION

Nothing on this platform should be construed as an offer to sell or a solicitation to buy any securities. All securities offerings must comply with applicable federal and state securities laws.

3. INTELLECTUAL PROPERTY RIGHTS

All content on the USAX website, including but not limited to text, graphics, logos, images, and software, is the property of USAX or its content suppliers and is protected by international copyright laws. You are granted a limited license to view and print content for personal, non-commercial use only. Any unauthorized use, reproduction, or distribution of our intellectual property is strictly prohibited.

4. USER REPRESENTATIONS

By using USAX, you represent and warrant that:

1. You are of legal age and have the right and authority to enter into this agreement
2. All information you provide to USAX is accurate, complete, and truthful
3. You will comply with all applicable federal, state, and local laws and regulations
4. You will not use the platform for any illegal or prohibited purposes
5. You have read and understand all disclaimers and warnings provided on this platform
6. You understand the risks associated with private markets investing
7. You are an accredited investor or qualified investor as defined by applicable securities laws, or you have obtained appropriate legal counsel regarding your eligibility to access private market information

5. USER REGISTRATION

To access certain features of USAX, you may be required to register and create an account. You agree to provide accurate and complete information during registration and to update such information as needed. You are responsible for maintaining the confidentiality of your account credentials and password. You agree to accept responsibility for all activities that occur under your account. USAX reserves the right to suspend or terminate accounts that violate these terms.

6. FEES AND PAYMENT

USAX may charge fees for certain services. Payment may be accepted via credit cards, bank wire transfers, and Automated Clearing House (ACH) transfers. All fees are non-refundable unless otherwise specified. By providing payment information, you authorize USAX to charge your account for any fees incurred. USAX is not responsible for any fees, charges, or expenses imposed by your financial institution.

7. PROHIBITED ACTIVITIES

You agree not to engage in any of the following prohibited activities:

• Violating any federal, state, or local laws or regulations
• Engaging in any form of securities trading without proper authorization or licensing
• Attempting to gain unauthorized access to the platform or user accounts
• Transmitting malware, viruses, or any harmful code
• Harassing, threatening, or abusing other users
• Posting false, defamatory, or misleading information
• Engaging in price manipulation or market manipulation activities
• Using the platform for money laundering or any illegal financial activities
• Attempting to circumvent security measures or use the platform improperly
• Scraping, crawling, or automated data collection without authorization
• Selling, trading, or transferring your account or access credentials
• Using the platform in any way that could damage, disable, or impair the website
• Engaging in any form of insider trading or misuse of material non-public information
• Reverse engineering or attempting to discover the source code or proprietary technology
• Using the platform to promote unregistered securities offerings

8. SUBMISSIONS

Any content, information, or materials you submit to USAX ("Submissions") may be used by USAX for any lawful purpose, including but not limited to improving our platform and services. By submitting content, you grant USAX a worldwide, royalty-free, perpetual license to use such content. You represent and warrant that you own or have the necessary rights to any content you submit and that such content does not violate any third-party rights or applicable laws.

9. THIRD-PARTY WEBSITES AND CONTENT

USAX may contain links to third-party websites and content. We do not endorse, warrant, or assume responsibility for any third-party websites, services, or content. Your use of third-party websites is governed by their own terms of service and privacy policies. USAX is not responsible for any damages or losses resulting from your use of third-party websites or content.

10. SITE MANAGEMENT

USAX reserves the right to manage the platform in our sole discretion, including the right to remove any content, suspend or terminate user accounts, or modify platform features without notice. We may monitor user activity to ensure compliance with these terms and applicable laws.

11. PRIVACY POLICY

Your use of USAX is also governed by our Privacy Policy. Please review our Privacy Policy to understand our practices regarding the collection and use of your personal information.

12. TERM AND TERMINATION

Your account and access to USAX remain active until terminated by you or by USAX. USAX may terminate your account at any time for any reason, including violation of these terms. Upon termination, all rights and licenses granted to you shall immediately cease. Certain provisions of these terms, including those regarding limitations of liability and indemnification, shall survive termination.

13. MODIFICATIONS AND INTERRUPTIONS

USAX reserves the right to modify these terms, the platform, and any services at any time. Continued use of the platform following modification constitutes your acceptance of the modified terms. USAX may interrupt or suspend access to the platform for maintenance, updates, or any other reason. We are not liable for any damages resulting from such interruptions or modifications.

14. GOVERNING LAW

These terms and your use of USAX shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.

15. DISPUTE RESOLUTION

Any disputes arising from or relating to these terms or your use of USAX shall be subject to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas. You consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.

16. CORRECTIONS

USAX does not warrant that all information on the platform is accurate, complete, or current. We reserve the right to correct any errors or omissions on the platform without notice. Your reliance on any information provided on the platform is at your own risk.

17. DISCLAIMER

THE PLATFORM AND ALL SERVICES, CONTENT, AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. USAX EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USAX DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT DEFECTS WILL BE CORRECTED. YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK.

18. LIMITATIONS OF LIABILITY

IN NO EVENT SHALL USAX, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR LOST REVENUE, ARISING FROM OR RELATING TO YOUR USE OF THE PLATFORM OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF USAX EXCEED ONE HUNDRED DOLLARS ($100.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

19. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless USAX and its officers, directors, employees, agents, and successors from any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from or relating to:

1. Your use of the platform in violation of these terms
2. Your violation of any applicable laws or regulations
3. Your infringement of any third-party intellectual property rights
4. Any content or information you submit to the platform
5. Your investment decisions or transactions based on information accessed through the platform

20. USER DATA

USAX collects and processes certain data about users and their use of the platform. You authorize USAX to collect, store, and use this data as described in our Privacy Policy. USAX is not responsible for any loss, corruption, or unauthorized access to user data, although we take reasonable measures to protect such data. You are responsible for maintaining backups of any important information you submit to the platform.

21. ELECTRONIC COMMUNICATIONS

By using USAX, you consent to receive electronic communications from us, including emails, notifications, and messages. We may use electronic communications to provide information about your account, notify you of changes to these terms, or provide other notices required by law. You agree that electronic communications satisfy any legal communication requirements.

22. MISCELLANEOUS

Entire Agreement

These terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and USAX regarding your use of the platform and supersede all prior agreements and understandings.

Severability

If any provision of these terms is found to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, the provision shall be severed, and the remaining provisions shall remain in full force and effect.

No Waiver

The failure of USAX to enforce any provision of these terms shall not constitute a waiver of such provision or the right to enforce it at a later time.

No Agency Relationship

Nothing in these terms creates a partnership, joint venture, agency, or employment relationship between you and USAX. You are not authorized to represent USAX or bind USAX to any obligations without our prior written consent.

23. CONTACT US

USAX
Email: legal@usax.com

For questions, concerns, or inquiries regarding these Terms of Service, please contact us at the email address above.