SITE TERMS OF USE

(Date of Last Revision: _________ [XX], 2018)

Thank you for visiting Marcus Investments and our Site invest.marcusinvestments.com and marcusinvestments.com (the “Site”), which is owned and operated by Marcus Investments, LLC, a Wisconsin limited liability company (“Marcus,” “we,” or “us”), and/or its licensors.

This Site Terms of Use (“Terms of Use”) and our related Privacy Policy constitute a binding agreement between you and Marcus. Please read carefully through all sections of these Terms of Use. Your access to and use of the Site are subject to these Terms of Use, the Privacy Policy and all applicable laws. By registering, creating an account, accessing and/or otherwise using the Site, or otherwise submitting your contact information to receive more information from us through the Site (collectively, the “Services”), you agree to be bound by these Terms of Use. If you do not agree to these Terms of Use, then you may not use the Site and you should not register with or submit your contact information to the Site.

We reserve the right, at any time, to add to, change, update or modify these Terms of Use, simply by posting such change, update, or modification on the Site and without any other notice to you. Any such change, update, or modification will be effective immediately upon posting on the Site. Accordingly, it is your responsibility to review the Terms of Use from time to time to ensure that you continue to agree with them. Each time you access or the Site, you agree to be bound by the then-current Terms of Use.

User Registration/Requesting Information
You must be eighteen (18) years of age or older to use the Site. You may not use the Site and should not register with or submit your personal and/or contact information to the Site if you are less than eighteen (18) years of age.

Certain users may be able to register, create an account or otherwise provide information in order to access certain features of the Site. If so, you may choose a user name and a password through the Site registration process. You are responsible for keeping any user name and password you create with the Site confidential. You are responsible for all activities and investments (whether by you or by others) that occur under your password and/or account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. Marcus will not be liable for any loss or damage arising from your failure to keep your account information protected.

By registering for an account on the Site and/or providing information through the Site, you assert that your information is true and accurate to the best of your knowledge. You agree not to submit false information when registering on the Site. By registering with the Site, you consent to receive periodic communications from Marcus and its affiliates, employees, agents, representatives and any third party service provider of Marcus regarding your inquiry or in obtaining the Services. For more information on how Marcus may use the information you provide during registration or otherwise provide to Marcus, please see the Privacy Policy.

Proprietary Rights
Marcus or its licensors own all trademarks and service marks appearing on the Site. The unauthorized use or misuse of these trademarks and service marks is prohibited. You may not use the contents of the Site in any manner or for any purpose that would constitute infringement of Marcus’ or its licensors’ intellectual property rights. You may not copy or post any content of the Site in any other public forum without the written consent of Marcus, including other Site, web services, or print publications. You may download and/or print individual pages of the Site or documents available for download only for your personal, non-commercial use. You may not modify, distribute, share, disclose, transmit, display, reproduce, publish, license, create derivative works from, transfer, or otherwise use the Site or its contents. You agree that you will not develop or assist anyone else with developing a website or materials that are substantially similar to the Site or reverse-engineer any software or other intellectual property related to the Site.

The Site is owned and operated by Marcus and/or its licensors and contains materials (including but not limited to software, design, text, photographs, illustrations, audio and/or video clips, names, logos, trademarks) which are derived in whole or in part from materials supplied by Marcus and its partners, affiliates, employees, agents, licensors and representatives, as well as other sources. The Site and materials contained therein are protected in whole or in part by U.S. copyright laws, international treaty provisions, trademarks, service marks, U.S. patent laws and/or other intellectual property laws. You agree to abide by all applicable intellectual property laws, as well as any additional notices, such as copyright notices or restrictions, contained on the Site and in the materials. You acknowledge that the Site and materials contained therein constitute valuable intellectual property of Marcus and its licensors. You agree to notify Marcus immediately upon becoming aware of any claim that the Site or any of the materials contained on the Site infringe upon any intellectual property rights of another. All present and future rights in and to any intellectual property in the Site and the materials therein, including, for example, trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights, shall, as between you and Marcus, remain the exclusive and sole property of Marcus or, as applicable, its licensors. Any unauthorized use of the Site or materials contained therein may violate intellectual property laws.

License
Subject to your compliance with these Terms of Use, Marcus grants you a limited, non-exclusive, non-sublicensable, non-transferrable and revocable right to access and use the Site and materials therein for your own internal, personal or non-commercial use, and only in a manner that complies with the legal requirements that apply to you and your use of the Site. Marcus may revoke this license at any time, in its sole discretion. Upon such revocation, you must promptly destroy all materials downloaded or otherwise obtained from the Site, as well as copies of such materials.

Your Communications to the Site
Except to the extent your content or communications include Personal Information (as defined in the Privacy Policy), by forwarding any content or communications to Marcus through the Site or by other electronic means, you grant Marcus a perpetual, royalty-free, world-wide, irrevocable, non-exclusive license to use, reproduce, modify, adapt, publish, translate, create derivative works from, redistribute, and display such content and communications in any form for the purposes of providing the Services and any purpose tangentially related to the Services. As to your Personal Information, we will only use it in accordance with the Privacy Policy. No compensation will be paid with respect to Marcus’ or its sublicensees’ use of the information in your communications. Marcus is under no obligation to post or use any content and communications you may provide and may remove any content or communication at any time in Marcus’ sole discretion. By posting, uploading, inputting, providing or submitting content, you represent and warrant that you own or otherwise control all of the rights to your submitted content and communications as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the content and communications and grant the license above.

Prohibited Activities
The following activities are expressly prohibited from the Site:
• Creating a username in violation of anyone’s trade secret, copyright, or other intellectual property right.
• Creating a username that contains offensive content. Offensive content may include, but is not limited to, obscene language, obscene references, threatening or harassing messages or defamatory statements.
• Using or submitting any offensive content including, but not limited to, obscene language, obscene references, obscene images, threatening or harassing messages, or defamatory statements.
• Engaging in activity that compromises the Site. Such activity may include, but is not limited to hacking, IP attacks, worms, viruses, spamming, phishing, cancel bots, Trojan horses, and mail bombing or crashing.
• Engaging in any activity designed to impede the use of the Site by other users, including overloading and flooding.
• Framing or deep linking into the Site.
• Accessing the Site by means of automated process, spiders, bots or similar device.

Federal and State Laws
When using the Site or when using any other media provided by Marcus, you must obey all applicable federal, state and local laws. Any use of the Site that violates any applicable laws will be grounds for discontinuing your rights to access the Site.

Accredited Investor
The securities offered on this Site, except where otherwise indicated, may only be purchased by “Accredited Investors,” as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended. Before you can invest in any securities offerings on the Site, you must register with the Site and represent that you are an “Accredited Investor,” and, except where specifically prescribed otherwise in limited offerings on this Site, you must submit materials to Marcus or its chosen third-party vendors sufficient to permit Marcus or other issuers of offerings on this Site enabling them to verify your status as an Accredited Investor. Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify your status as an Accredited Investor. You acknowledge and agree that all information you provide for your registration is complete and accurate. YOU MUST MEET ONE OF THE ACCREDITED INVESTOR CRITERIA TO INVEST IN ANY OFFERING POSTED ON THE SITE UNLESS THE OFFERING SPECIFICALLY PROVIDES OTHERWISE. You agree that, should any material changes occur that might affect your status as an Accredited Investor, you shall immediately provide Marcus and any applicable issuer with such information in writing.

Disclaimer of Representations and Warranties
EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS SITE AND THE INFORMATION PROVIDED THROUGH IT AND ANY REFERENCED THIRD-PARTY SITES AND CONTENT ARE PROVIDED “AS IS” AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. INFORMATION REGARDING THIRD-PARTY GOODS OR SERVICES IS SUPPLIED AS A CONVENIENCE TO YOU AND THEIR LISTING ON THE SITE DOES NOT CONSTITUTE A SPONSORSHIP, AFFILIATION, PARTNERSHIP, OR ENDORSEMENT OF THE THIRD PARTY GOODS OR SERVICES. MARCUS DISCLAIMS ALL EXPRESS AND IMPLIED REPRESENTATIONS AND WARRANTIES TO THE FULLEST EXTENT OF THE LAW, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

MARCUS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR ANY CONTENT ON THE SITE INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES REGARDING THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.

By providing THE SERVICES on the Site, MARCUS does not in any way promise that the SERVICEs will remain available to you. MARCUS is entitled to terminate all or ANY part of the site at any time, in its sole discretion without notice to you.

Limitation of Liability
THE LIABILITY OF MARCUS and its affiliates, DIRECTORS, MEMBERS, OFFICERS, employees, agents, representatives and third party service providers (collectively, “MARCUS parties”) WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF YOUR USE OF THE SITE, OR THE RENDITION OF SERVICES OBTAINED THROUGH THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT OF ONE HUNDRED DOLLARS ($100).

IN NO EVENT WILL the MARCUS parties BE LIABLE TO ANY PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNiTIVE OR SIMILAR DAMAGES OR FOR ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR LOSS OF DATA RELATED TO OR ARISING FROM YOUR USE OF THE SITE, EVEN IF MARCUS IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification
You agree to indemnify, defend and hold harmless the Marcus Parties for any and all claims, demands, actions, liability, fines, penalties and expenses, whether based on warranty, contract, negligence, strict liability or otherwise, that may arise from any of your acts through the use of the Site. Such acts may include but are not limited to submissions, unauthorized use of material obtained through the Site, or breach of these Terms of Use.

Third-Party Links
The Site may contain links to other third-party Sites. Such third-party sites are maintained by persons or organizations over which Marcus exercises no control. Marcus expressly disclaims any responsibility for the content or results from your use of such third-party links. All third party sites are provided in their AS-IS condition.

Copyright Complaints
Marcus respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Marcus’ copyright agent with the following information.
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• Description of the copyrighted work that you claim has been infringed;
• The location on the Site of the material that you claim is infringing;
• Your address, telephone number and e-mail address;
• A statement that your claim of infringement is based on a good faith belief; and
• A statement made under penalty of perjury that the information you have provided is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Marcus’ copyright agent for notice of claims of copyright infringement on the Site can be reached as follows: Christopher Nolte; Chris.Nolte@marcusinvestments.com; 301 N. Broadway Suite 300, Milwaukee, WI 53202.

Risk Factors; No Professional Advice Provided
The securities offered on the Site are only suitable for investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of your investment. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless registered with the SEC. Additionally, securities may be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee. None of the information contained on the Site constitutes any investment advice. All information contained in the Services has been prepared without reference to any particular user’s investment requirements or financial situation. The Services are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority, regulatory or self-regulatory organization or clearing organization, or where Marcus is not authorized to provide such information or services. Some Services may not be available in all jurisdictions or to all clients. The Services are not intended to substitute for professional investment, financial or legal advice. YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON MARCUS OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES IN MAKING AN INVESTMENT DECISION. ALWAYS CONSIDER SEEKING THE ADVICE OF A QUALIFIED PROFESSIONAL BEFORE MAKING DECISIONS REGARDING YOUR BUSINESS AND/OR INVESTMENTS. The securities being offered have not been registered under the Securities Act, in reliance, among other exemptions, on the exemptive provisions of Regulation D under the Securities Act. No governmental agency has reviewed the offerings posted on this Site and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any offering. These risks are non-exhaustive and shall be considered as a supplement to, but not a replacement for, any additional risk factors presented in connection with any particular offering posted on this Site. These risk factors shall incorporate by reference the Disclaimer presented on the bottom of invest.marcusinvestments.com.

User Interactions/Disagreements
The Site may allow you to interact with other users who may provide you with investments, investment information, advice, services and/or events, or provide you with other information about various companies or organizations. You acknowledge that other users may not be affiliated with or controlled by Marcus or its affiliates, and Marcus cannot influence the investments, information, advice or services provided by them. YOU AGREE THAT MARCUS AND ITS AFFILIATES WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS OR BETWEEN YOU AND CROWDSTREET, INC. Furthermore, if you provide any investments, information, advice or services to other users through the Site, you acknowledge that you are not affiliated with, or controlled or influenced in any way by, Marcus or its affiliates. If you have a dispute with one or more users that are not Marcus, you irrevocably and forever release Marcus (and Marcus’ affiliates, officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

Miscellaneous Provisions

Severability. If any term or provision in these Terms of Use is found to be void, against public policy, or unenforceable by a court of competent jurisdiction and such finding or order becomes final with all appeals exhausted, then the offending provision shall be deemed modified to the extent necessary to make it valid and enforceable. If the offending provision cannot be so modified, then the same shall be deemed stricken from these Terms of Use in its entirety, and the remainder of these Terms of Use shall survive with the said offending provision eliminated.

Electronic Signatures in Global and National Commerce Act/ Uniform Electronic Transactions Act. The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When an issuer or potential investor registers on the platform, we obtain his or her consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability the Site’s electronically stored copy of any such agreement in any proceeding arising out of such agreement. Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Marcus shall have a reasonable period to effect such a change and Marcus may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.

Site Availability. MARCUS cannot guarantee the Site will be available 100% of the time Because public networks, such as the internet, occasionally experience disruptions and for other reasons that may be outside of the control of MARCUS. Although MARCUS strives to provide the most reliable Site reasonably possible, interruptions and delays in accessing the Site are unavoidable and MARCUS disclaims any liability for damages resulting from such problems. MARCUS IS NOT RESPONSIBLE FOR DELAYS IN SUBMISSION OF OFFERINGS OR OTHER DAMAGES OR INCONVENIENCES SUFFERED BY YOU ON ACCOUNT OF NETWORK ERRORS AND DISRUPTIONS NOT SPECIFICALLY CAUSED BY MARCUS.

Typographical Errors. Information on the Site may contain technical inaccuracies or typographical errors. We attempt to make the Site’s content as accurate as possible, but Marcus does not warrant the content of the Site is accurate, complete, reliable, current, or error-free.

Controlling Law and Venue; Arbitration. It is understood and agreed that the construction and interpretation of these Terms of Use and the relationship between the parties shall at all times and in all respects be governed by the internal laws of the State of Wisconsin, USA, without giving effect to the conflict of laws provisions thereof. Venue of any action brought to enforce or relating to these Terms of Use or arising out of the relationship between the parties shall be brought exclusively in the state or federal courts located in Milwaukee, Wisconsin and the parties waive any objections or defenses to such jurisdiction including, without limitation, defenses of forum non-conveniens. Any and all controversies, claims or disputes arising out of or relating to these Terms of Use, or the interpretation or breach thereof, shall be settled by arbitration if Marcus provides written notice that it requests arbitration, in Marcus’ discretion. Any such arbitration shall take place in the City of Milwaukee, Wisconsin in accordance with the laws of the State of Wisconsin or any other mutually agreeable location in accordance with the laws of the state where the arbitration takes place. The then-current rules of the American Arbitration Association shall apply in any arbitration and judgment upon the award rendered in such arbitration may be entered in any court that has jurisdiction.

Questions
If you have any questions about Marcus, the Site, our products, the Services, the Privacy Policy, or these Terms of Use, you may contact us at:

Marcus Investments, LLC
Attn: Christopher Nolte
414-585-8840
contact@marcusinvestments.com;
301 N. Broadway, Suite 300
Milwaukee, WI 53202