Common use of Client Acknowledgments Clause in Contracts

Client Acknowledgments. Client acknowledges and agrees that: (i) Company’s role is that of service provider only and is not a principal to an Offering or any transaction nor is it acting as a fiduciary in connection with any transaction proposed or consummated under this Agreement. (ii) Company may restrict or suspend access to the System or Services (x) as Company deems necessary to comply with applicable law, protect against communications or security problems, or perform emergency maintenance; or (y) where Client is in breach of this Agreement. (iii) Client is solely responsible for obtaining and maintaining, and protecting the security of its software, systems, equipment, telecommunication and internet connections required for Client’s use of the System and Services. Client shall reimburse Company for third-party expenses Company incurs on Client’s behalf and with Client’s prior written authorization. (iv) Company, Network Members, and their respective agents may disclose without prior notice to or consent from the Client, Offering Materials and other information relating to an Offering to any applicable regulatory authority (including FINRA) as required or as requested pursuant to applicable regulation or in the course of a compliance audit. (v) Client is responsible for backup of data and retention of business records, including records relating to an Offering, as it deems necessary or desirable, but at least as required by law applicable to the Client. (vi) Company may rely upon the accuracy and completeness of all information provided by Client, and has no obligation to independently verify any such information. (vii) Company and its affiliates may use Offering information in marketing or other materials for Company’s benefit. More specifically, Company and its affiliates may reference Client and Affiliated Issuer by name and include other information about an Offering as permitted by 17 C.F.R. 230.134(a) in its materials. (viii) Company is not responsible for Outside Services, including accreditation checks, KYC checks and other diligence for Subscribers and Investors performed by Outside Service Providers. (ix) In performing the Services, Company makes no guarantee that Client will raise funds in an Offering or meet its fundraising goals.