Securities Addendum

Last Updated: June 1, 2024

This Securities Addendum sets forth the terms and conditions under which you (“Client”) may uses the Services and/or Deliverables of Project Applecart LLC (“Provider”) to engage in advertising that implicates federal and/or state securities laws. This Securities Addendum is subject to, and governed by, the Applecart Master Terms and Conditions set forth at applecart.co/master-terms (the “Master Terms”), which together with other applicable addenda and the Order Form constitute the agreement (the “Agreement”) between the parties. Capitalized terms not defined in this Securities Addendum shall have the meanings set forth in the Master Terms, the Order Form, or elsewhere in the Agreement. Provider reserves the right to modify this Securities Addendum at any time pursuant to Section 13 of the Master Terms.

1. Applicability of Securities Laws Generally. There are situations where the use of the Services and/or Deliverables may implicate application of, or require compliance with federal and state securities laws.  Possible examples include use of the Services and/or Deliverables for the purpose of identifying prospective purchasers of securities of Client or of any of its Affiliates or of any of its agents under the direction of Client or any of its Affiliates (collectively, the “Client Parties”) in (i) a public offering prior to the filing of a registration statement with the SEC (unless permitted by applicable rules); or (ii) a private offering under Rule 506(b) of Regulation D under the Securities Act of 1933, as amended.  Other possible examples include use of the Services and/or Deliverables in connection with the solicitation of proxies to vote any securities of any Client Parties, or any communications related to any such solicitation.

2. Compliance with Securities Laws. By accepting this Agreement and using the Services and/or Deliverables, Client agrees to use the Services and/or Deliverables in compliance with applicable federal and state securities laws, if applicable. Client understands that there are potential legal risks associated with using the Services and/or Deliverables in such situations that implicate application of such securities laws, including, without limitation, to identify potential investors or to make communications in connection with possible solicitation of proxies.  

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3. Disclaimer. Client agrees and affirms that neither this Agreement, the Services, the Deliverables, nor any other materials provided to Client by Provider constitute legal advice, and Client (on behalf of itself and all Client Parties) understands that Client should seek the advice of counsel before using the Services or Deliverables, including, without limitation, with respect to compliance with all securities laws.  Provider hereby disclaims any possible liability arising under applicable securities laws or otherwise, to the extent resulting from communications by Client or any Client Party using the Services and/or Deliverables that address individuals with whom Client and/or the Client Parties have no pre-existing relationship.  Client hereby agrees and affirms that, if and to the extent Provider makes any communications with any such persons described in the previous sentence or otherwise, all such communications are made by Provider at Client’s express direction and approval.  Client further expressly acknowledges and agrees that Provider (a) is neither responsible for the content of Client’s advertising campaigns nor has a substantial interest in the subject matter of such campaigns, and (b) does not act as a proxy for any shareholder of Client.

4. Release and Indemnification. Client hereby releases Provider and its Affiliates and its and their respective managers, directors, members, shareholders, officers, employees and representatives from any liability directly or indirectly arising from or relating to the use of the Services and/or Deliverables in activities by Client or the Client Parties that are subject to regulation under applicable federal and state securities laws.  Client shall indemnify, defend, and hold harmless Provider and its Affiliates and its and their respective managers, directors, members, shareholders, officers, employees and representatives from and against all out-of-pocket costs, damages, losses, judgments, fines, and expenses (including reasonable attorneys’ fees) incurred by Provider or its indemnified parties in connection with any third-party demand, claim or proceeding that arise from or relate to Client’s use of the Services and/or Deliverables in activities by Client or the Client Parties that are subject to regulation under applicable US federal and state securities laws, including, without limitation, Client’s or the Client Parties’ raising of capital or engaging in communications that may be related to solicitation of proxies.  

Client is solely responsible for determining the specific use of Networks. If the Services and/or Deliverables reference a candidate for public office, a government official, a ballot measure, legislation or other government action, and/or otherwise implicate federal, state and/or local laws governing political activities, including, without limitation, election laws, campaign finance laws, “pay-to-play” laws, or lobbying disclosure laws, the terms of this Political Addendum will apply to the Services and Deliverables.

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