*Janover Connect is a service offered by Groundbreaker Tech, Inc., DBA Janover Connect, a subsidiary of Janover Inc, via the Janover Connect platform.

TERMS OF USE

Last Updated: August 2024

Welcome to the GROUNDBREAKER Platform!

PLEASE READ THE FOLLOWING TERMS OF USE AGREEMENT CAREFULLY (the “Terms”), THESE TERMS ARE A BINDING LEGAL AGREEMENT BETWEEN YOU AND Groundbreaker Tech, Inc., DBA Janover Connect (“us”, “we”, “Groundbreaker”, “Company”). BY ACCESSING OR USING OUR SITE [groundbreaker.co] (the “Site”), PLATFORM, AND OUR SERVICES (INDIVIDUALLY AND COLLECTIVELY, THE “Services”), YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT EXPRESSLY AGREE TO ALL OF THE TERMS AND CONDITIONS, THEN PLEASE DO NOT ACCESS OR USE OUR SERVICES. YOU ARE REFERRED TO HEREIN AS “you” or “your”, AND WHEN WE USE “YOU” OR “YOUR” WE ARE REFERRING TO YOU AND ANY PERSON, PARTY, OR ENTITY WHO ACCESSES THE PLATFORM OR USES THE SERVICES. TOGETHER YOU AND COMPANY ARE REFERRED TO HEREIN AS “Parties”.

The Services allow companies to raise capital for real estate investments.

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE YOU USE OUR WEBSITE. BY USING THE WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, PLEASE DO NOT USE OUR WEBSITE.

This Agreement contains a binding arbitration agreement at the bottom. These Terms affect your legal rights, including an agreement to resolve disputes that may arise between us by arbitration on an individual basis instead of by class actions or jury trials. As a condition of using this Website, you agree that any disputes pertaining to information presented herein and use of the Website shall be resolved through binding arbitration and not in a court. You have the right to opt-out of our agreement to arbitrate.

1. PRIVACY POLICY

By using this Site, you consent to the terms of GROUNDBREAKER’s Privacy Policy, which you understand may be modified from time to time. The Privacy Policy, which can be reached by clicking on the Privacy Policy link located at the bottom of the Site, is incorporated into these Terms by reference. You consent to GROUNDBREAKER’s use of cookies and similar devices as further described in the Privacy Policy and for the purposes set forth in the Privacy Policy. You further understand and agree that, to the extent that information is collected about you, it will be stored on servers in the United States.

2. DESCRIPTION OF SITE SERVICES OFFERED

The GROUNDBREAKER Site is located at groundbreaker.co and is owned and operated by Groundbreaker Tech, Inc., DBA Janover Connect, a Delaware corporation (“Site”).

GROUNDBREAKER is an exclusive online marketplace that connects both investors with real estate businesses for the purposes of raising capital for real estate projects.

3. ACCOUNTS/REGISTRATION

You must be 18 years old or the age of majority in your jurisdiction in order to enter into and form a legally binding contract to create an Account on our Site or use our Services. If you are under 18 years

old or the age of majority in your jurisdiction, then you may not use our Services. If you are under 13 years old, you may browse our Site. However, you may not provide personal information to us, create an Account or make a purchase on the Site. This Site is not directed to children under 13 years old.

By creating an Account, you agree: (a) that you are able to and have the appropriate authority and authorization to create a binding agreement with Company; (b) provide true, accurate, current and complete information about yourself when we request it; (c) maintain and promptly update this information to keep it true, accurate, current and complete to the extent the services permit such updates; and (d) use limited-access portions of the services only using access credentials that we have issued to you.

You are required to have an account on the Site (an “Account”) to access or participate in the Services. You represent and warrant that all information provided in registering your Account is true and accurate. You do not own or have any rights in your Account. Under these Terms, you are granted a limited, personal, non-transferable, non-commercial, revocable license to use your Account to access this Site and the Services. You may not sell or transfer all or any part of your Account. You may not use your Account in any way that violates these Terms.

You are responsible for maintaining the confidentiality of your Account. You are responsible for all activities that occur through the use of your Account regardless of whether you personally authorize such activities. You shall not allow any other person to access your Account. You shall immediately notify GROUNDBREAKER of any unauthorized use of the Account or any other breach of security. Even if you notify us, GROUNDBREAKER shall not be liable for any loss or damage arising from your failure to comply with these requirements.

We reserve the right, in our sole and absolute discretion, to verify your identity and your authority to represent and/or legally bind any organization or entity that you purport to represent. The method of verification shall be determined by GROUNDBREAKER in our sole and absolute discretion. Such verification methods may include the use of third-party services, such as ID.me, or obtaining references from your organization or third-party organizations, such as trade groups. You agree to comply with any request to verify your identity and/or authority and consent to the disclosure by GROUNDBREAKER to third parties of any and all information about you, including personally identifiable information that is reasonably useful in obtaining such verification.

We reserve the right to refuse to register you and provide you with an Account and/or to deny you access to the Site and/or terminate your Account for any reason in our sole and absolute discretion. We may terminate or suspend your Account and/or access to all or part of this Site if we, in our sole and absolute discretion, determine that you have breached these Terms or any other rule applicable to the Site or that your conduct violates applicable law or is otherwise harmful to the Site, other persons or us. Any such termination or suspension or removal shall be without liability to you. In addition, we may terminate or suspend your Account and/or access to all or part of this Site if we determine to cease all or a portion of our operations and/or the provision of any applicable products or services in connection with this Site. We reserve the right to change any or all of the features of and activities available on this Site at any time without notice. All such terminations, suspensions, removals and/or changes shall be without any liability to you.

4. MEMBER ACCOUNT, USERNAME, PASSWORD AND SECURITY

After completion of the registration data and creation of your username, you will receive a random password —which you can later change—and account designation. You shall be responsible for maintaining the secrecy and confidentiality of your password and for all activities that transpire on or within your Account. It shall be your responsibility to notify GROUNDBREAKER immediately if you notice any unauthorized access or use of your Account or password or any other breach of security. GROUNDBREAKER shall not be held liable for any loss and/or damage arising from any failure to comply with this term and/or condition of the Terms.

5. INTERACTIONS WITH OTHER USERS

This Site allows you to contact and communicate, negotiate and enter into contracts with persons, entities, and organizations (each, a “Licensee”) for the investment into certain real estate transactions. While GROUNDBREAKER takes reasonable cautionary steps to verify the identity and authority of each Licensee, regardless of any such verification, all of your interactions with Licensees and any contract you enter into with any Licensee are entirely at your own risk. Each Licensee is solely responsible for all information posted concerning itself, its capabilities, its investment project and services. All information on this Site is provided by GROUNDBREAKER “as is” and without any guarantees as to its accuracy and veracity. You agree to undertake your own due diligence before entering into any contract. You, and not GROUNDBREAKER, are solely responsible for all of your interactions with any Licensee and for any contract you enter into with any Licensee. GROUNDBREAKER expressly disclaims all representations and warranties, whether express or implied, that any Licensee has the capabilities it purports to have; that any Licensee has the authority to offer its subject investment(s); that the terms of any contract are fair or reasonable; that any Licensee will comply with the terms and conditions of any contract; and/or that you will derive any economic benefit and/or that you will not suffer any economic losses from your use of the Site or from any contract you enter into with any Licensee.

More specifically:

• Janover Connect has no affiliation with the Companies on this platform other than as a service provider for the platform.

• Janover Connect receives no payment from its platform holders for the number of investors it reaches or for the number of investors that subscribe.

• Janover Connect is not registered with the SEC or any state as a broker-dealer, investment advisor or investment company.

• Janover Connect does not participate in the offer or sale of any investment offered by the Platform companies.

• Janover Connect is not responsible for any of the content provided by the Platform companies.

• Janover Connect is not endorsing any of the investments or Companies offered on the Platform.

• Janover Connect is not liable in connection with any investments offered by the Companies on the Platform.  

• Conduct your own due diligence on all investment opportunities.

6. CONTENT PLACED OR MADE AVAILABLE FOR COMPANY SERVICES

GROUNDBREAKER shall not lay claim to ownership of any content submitted by any visitor, member or user, or make such content available for inclusion on our Site Services. Therefore, you hereby grant and allow for GROUNDBREAKER the below listed worldwide, royalty-free and non-exclusive licenses, as applicable:

1. The Content submitted or made available for inclusion on the publicly accessible areas of GROUNDBREAKER’s sites - the license provided to permit to use, distribute, reproduce, modify, adapt, publicly perform and/or publicly display said Content on our network Services is for the sole purpose of providing and promoting the specific area to which this content was placed and/or made available for viewing. This license shall be available so long as you are a member of GROUNDBREAKER’s sites and shall terminate at such time when you elect to discontinue your membership. Photos, audio, video and/or graphics submitted or made available for inclusion on the publicly accessible areas of GROUNDBREAKER’s sites - the license provided to permit to use, distribute, reproduce, modify, adapt, publicly perform and/or publicly display said Content on our network services are for the sole purpose of providing and promoting the specific area in which this content was placed and/or made available for viewing. This license shall be available so long as you are a member of GROUNDBREAKER’s sites and shall terminate at such time when you elect to discontinue your membership.
   For any other content submitted or made available for inclusion on the publicly accessible areas of GROUNDBREAKER’s sites, the continuous, binding and completely sub-licensable license which is meant to permit to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and/or publicly display said content, whether in whole or in part, and the incorporation of any such Content into other works in any arrangement or medium current used or later developed.

   3. Those areas which may be deemed “publicly accessible” areas of GROUNDBREAKER’s sites are those such areas of our network properties which are meant to be available to the general public.

7. CONTRIBUTIONS TO COMPANY SITE

GROUNDBREAKER does not accept unsolicited ideas, concepts, proposals or other submissions concerning its business or its users’ businesses. Before submitting any materials to GROUNDBREAKER, you must first enter into a submission agreement either with GROUNDBREAKER or one of GROUNDBREAKER’s clients. By submitting to GROUNDBREAKER any feedback, recommendations, ideas, concepts, proposals or other submissions in connection with GROUNDBREAKER and its business (each a “Submission”) without such an agreement (an “Unsolicited Submission”), you automatically grant (or warrant that the owner of such rights has expressly granted) to GROUNDBREAKER a perpetual, royalty-free, irrevocable, transferable, sublicensable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, and distribute your Submission or incorporate your Submission into any form, medium, or technology (now known or hereafter developed or devised) throughout the universe. In addition, you warrant that all so-called “moral rights” and other rights recognized throughout the world (including without limitation, the European Economic Community) in your Submission have been waived and that GROUNDBREAKER has the unrestricted right to modify, edit, alter and change your Submission without your or any other person’s consent. There is no contract, implied or otherwise, that GROUNDBREAKER will compensate you for the use of your submission and, pursuant to the foregoing, GROUNDBREAKER will not compensate you for any such use.

8. INDEMNIFICATION

You agree to indemnify, defend and hold harmless GROUNDBREAKER, its affiliates, and their respective officers, managers, owners, employees, agents, licensors, representatives, and third party providers to the Site from and against all losses, expenses, damages and costs, including but not limited to reasonable attorneys ’fees and legal fees, resulting from or arising out of your use of the site, or any violation of these Terms by you. GROUNDBREAKER reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with GROUNDBREAKER in asserting any available defenses.

9. COMMERCIAL REUSE OF SERVICES

You agree not to replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason any part, use of, or access to GROUNDBREAKER’s Site.

10. PRICING

Company reserves the right to determine the price of services offered through the Site.

11. MODIFICATIONS

GROUNDBREAKER shall reserve the right at any time it may deem fit, to modify, alter and or discontinue, whether temporarily or permanently, our service, or any part thereof, with or without prior notice. In addition, we shall not be held liable to you or to any third party for any such alteration, modification, suspension and/or discontinuance of our Services, or any part thereof.

12. TERMINATION

You may cancel or terminate your Account, associated email address and/or access to our Services by submitting a cancellation or termination request to [email protected].

You agree that GROUNDBREAKER may, without any prior written notice, immediately suspend, terminate, discontinue and/or limit your account, any email associated with your account, and access to any of our Services. The cause for such termination, discontinuance, suspension and/or limitation of access shall include, but is not limited to:

1. any breach or violation of our Terms or any other incorporated agreement, regulation and/or guideline;

2. by way of requests from law enforcement or any other governmental agencies;

3. the discontinuance, alteration and/or material modification to our Services, or any part thereof;

4. unexpected technical or security issues and/or problems;

5. any extended periods of inactivity;

6. any engagement by you in any fraudulent or illegal activities; and/or

7. the nonpayment of any associated fees that may be owed by you in connection with your Account Services.

Furthermore, you herein agree that any and all terminations, suspensions, discontinuances, and or limitations of access for cause shall be made at our sole discretion and that we shall not be liable to you or any other third party regarding the termination of your Account, associated email address and/or access to any of our Services.

The termination of your account with Company shall include any and/or all of the following:

1. the removal of any access to all or part of the Services offered through the Site or Company;

2. the deletion of your password and any and all related information, files, and any such content that may be associated with or inside your Account, or any part thereof; and

3. the barring of any further use of all or part of our Services.

13. DENIAL OF ACCESS

GROUNDBREAKER, for any reason or no reason at all and at its sole discretion, may decide that any person shall be denied access to any part or all of the Site. The sending of an email notice by GROUNDBREAKER to any email address associated with the denial shall constitute complete and sufficient notice of the denial. By agreeing to these Terms, you agree to cease and desist immediately from any attempt to access the Site upon issuance of a denial. If you do not cease and desist, you hereby consent to an injunction to be entered against you by a court of competent jurisdiction, as provided herein, permanently enjoining you from attempting to access the Site, without GROUNDBREAKER having to post any bond or surety therefor.

14. ADVERTISERS

Any correspondence or business dealings with, or the participation in any promotions of, advertisers located on or through our Services, which may include the payment and/or delivery of such related goods and/or Services, and any such other term, condition, warranty and/or representation associated with such dealings, are and shall be solely between you and any such advertiser. Moreover, you herein agree that GROUNDBREAKER shall not be held responsible or liable for any loss or damage of any nature or manner incurred as a direct result of any such dealings or as a result of the presence of such advertisers on our Site.

15. LINKS

Either GROUNDBREAKER or any third parties may provide links to other Sites and/or resources. Thus, you acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and as such, we do not endorse nor are we responsible or liable for any content, products, advertising or any other materials, on or available from such third party sites or resources. Furthermore, you acknowledge and agree that GROUNDBREAKER shall not be responsible or liable, directly or indirectly, for any such damage or loss which may be a result of, caused or allegedly to be caused by or in connection with the use of or the reliance on any such content, goods or Services made available on or through any such site or resource. GROUNDBREAKER includes the links solely for your convenience. You are solely responsible for your access to the linked sites. You shall use your own judgment, caution, and common sense in using the linked sites. You may not, without our prior written permission, frame or inline link any of the content on the Site, or incorporate into another website or another service into any site material, content or intellectual property.

16. PROPRIETARY RIGHTS

All software, designs, text, images, photographs, illustrations, audio clips, video clips, artwork, graphic material, data and other copyrightable elements, and the selection and arrangements thereof, and all trademarks, service marks, trade dress and trade names which are part of or displayed through this Site (the “Materials”) are the property of GROUNDBREAKER or of third parties who have authorized GROUNDBREAKER to use the Materials and are protected, without limitation, pursuant to U.S. and foreign copyright and trademark laws.

You should assume that everything you see or read on this Site, receive through related services, or download from our servers, is protected by copyright unless otherwise stated and may only be used according to these Terms of Use. GROUNDBREAKER does not warrant or represent that your use of materials displayed on this Site will not infringe rights of third parties whom are not owned or affiliated with GROUNDBREAKER. Images are either GROUNDBREAKER’s property or used by GROUNDBREAKER with another party’s permission. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms of Use. Any unauthorized use of such images may violate copyright laws, trademark laws, the laws of privacy and publicity, as well as other communications regulations and statutes.

GROUNDBREAKER is a trademark of Company. The trademarks (including the foregoing trademarks), logos, and service marks (collectively the “Trademarks”) displayed on this Site are registered and unregistered trademarks of GROUNDBREAKER or of third parties who have authorized GROUNDBREAKER to use the Trademarks. Your misuse of the Trademarks displayed on this Site, or any other content on this Site, except as provided herein, is strictly prohibited. Nothing contained on this Site should be construed as granting any license or right to use any Trademark displayed on this Site without the written permission of GROUNDBREAKER or such third party that may own the Trademark.

These Terms grant to you a limited, non-exclusive, non-transferable, revocable license to access and use this Site and the Materials for your personal, non-commercial use. Except as expressly provided herein, you agree that no portion of this Site will be accessed, used, reproduced, duplicated, copied, or otherwise exploited by you for any other purpose; that you have obtained no other rights, titles or interests of any kind in or to this Site or the Materials; and that nothing contained herein shall be construed as conferring any other right, title or interest. As between you and GROUNDBREAKER, all rights in the Materials and the Site are reserved to GROUNDBREAKER.

You agree not to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast, sell, decompile, reverse engineer, disassemble, or circulate any Materials to any third party (including, without limitation, display and distribute the Materials via a third party Site) without GROUNDBREAKER’s express prior written consent. Unauthorized or prohibited exploitation of Materials may subject you to civil liability and criminal prosecution under applicable federal and state laws.

17. WARRANTY DISCLAIMERS/LIMITATION OF LIABILITY

YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

THIS SITE AND ALL MATERIALS CONTAINED ON IT AND ALL SERVICES PROVIDED BY IT ARE DISTRIBUTED AND TRANSMITTED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, GROUNDBREAKER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GROUNDBREAKER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE OR MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT INFORMATION WILL BE SAVED OR PRESERVED, THAT INFORMATION WILL BE MAINTAINED AS CONFIDENTIAL, OR THAT THIS SITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. GROUNDBREAKER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THIS SITE OR THE INFORMATION CONTAINED IN IT WITH REGARD TO THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, ADEQUACY, COMPLETENESS, CORRECTNESS, AND VALIDITY OF ANY MATERIAL RESTS WITH YOU. YOU, NOT GROUNDBREAKER, ASSUME THE COMPLETE COST OF ALL NECESSARY SERVICING, REPAIR, REPLACEMENT, OR CORRECTION.

APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

WE RESERVE THE RIGHT TO MODIFY AND/OR DISCONTINUE THIS SITE AT ANY TIME WITHOUT NOTICE.

TO THE EXTENT THAT YOU COMMUNICATE WITH GROUNDBREAKER THROUGH ANY SOURCE, THE STATEMENTS, PROMISES OR ACTIONS TAKEN BY SUCH SOURCES SHALL NOT LIMIT OR OTHERWISE MODIFY THE TERMS OF THIS DISCLAIMER AND/OR THIS USER AGREEMENT AND THIS DISCLAIMER AND THESE TERMS SHALL APPLY TO ANY INFORMATION PROVIDED TO YOU THROUGH SUCH SOURCES.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GROUNDBREAKER, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, AND THIRD PARTY PROVIDERS TO THIS SITE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR SIMILAR DAMAGES, THAT MAY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE MATERIALS CONTAINED ON THIS SITE, OR THE LOSS OR DESTRUCTION OR LOSS OF CONFIDENTIALITY OF ANY MATERIALS YOU UPLOAD TO THIS SITE, REGARDLESS OF WHETHER THE MATERIAL IS PROVIDED OR OTHERWISE SUPPLIED BY GROUNDBREAKER, YOU OR ANY THIRD PARTY AND REGARDLESS OF WHETHER GROUNDBREAKER IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNAUTHORIZED ACCESS TO OR THE ALTERATION OR YOUR TRANSMISSIONS AND/OR DATA, STATEMENTS OR CONDUCT OF ANY SUCH THIRD PARTY ON COMPANY’S SITE OR SERVICES, AND ANY OTHER MATTER WHICH MAY BE RELATED TO COMPANY’S SERVICE.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL GROUNDBREAKER HAVE ANY LIABILITY TO YOU FOR ANY CLAIMS, DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEEDING THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE.

18. SECURITY OF INFORMATION

We have put physical, electronic and managerial procedures into place in order to help safeguard and prevent unauthorized access, use and/or disclosure of your information and uploads. Although we use reasonable efforts to safeguard the security of your information, transmissions made on or through the internet and information and submissions stored on our servers or the servers of third parties that we use may be vulnerable to attack and cannot be guaranteed to be secure. In addition, information provided and submissions made via email are not protected by encryption and are vulnerable to interception during transmission. We disclaim responsibility for all negligent acts that may result in the unauthorized use and/or disclosure of your information.

19. MALWARE

We take great care and pride in creating this Site. We are always on the lookout for technical glitches that effect how the Site works. When we find them on our end, we will fix them. Unfortunately, your computer may cause some glitches that affect how you see our Site and that is beyond our control. If you experience any unusual behavior, content or ads on the Site, it may be the result of malware on your computer. Malware includes computer viruses, key loggers, malicious active content, rogue programs and dialers, among others. While we continuously work closely with our partners to ensure that everything on the Site is working properly, sometimes Malware programs on your personal computer may interfere with your experience on our Site and on other sites that you visit. Please note that we cannot be responsible for the effects of any third-party software including malware on your computer system.

20. SPECIAL ADMONITION RELATED TO FINANCIAL MATTERS

Should you intend to use our services for investment purposes please review the above Sections Warranty Disclaimers and Limitations of Liability again. In addition, for this particular type of information, the phrase “Let the investor beware” is appropriate. GROUNDBREAKER’s content is provided primarily for informational purposes, and no content that shall be provided or included in our Services is intended for trading or investing purposes. GROUNDBREAKER shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted and/or made available by way of our Services and shall not be responsible or liable for any trading and/or investment decisions based on any such information.

21. EXCLUSION AND LIMITATIONS

THERE ARE SOME JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS OF SECTIONS WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.

22. NOTICE

GROUNDBREAKER may furnish you with notices, including those with regards to any changes to the Terms, including but not limited to email, regular mail, MMS or SMS, text messaging, postings on our Site Services, or other reasonable means currently known or any which may be herein after developed. Any such notices may not be received if you violate any aspects of the TERMS by accessing our Services in an unauthorized manner. Your acceptance of this set of Terms constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed our Services in an authorized manner.

23. EMAILS

You agree that these Terms, including but not limited to the Disclaimers and Limitations of Liability, apply to all emails and other electronic communications which you receive from GROUNDBREAKER as though such email or other electronic communication and all of its content were a page of this Site.

24. TRADEMARK INFORMATION

You herein acknowledge, understand and agree that all of the GROUNDBREAKER trademarks, copyright, trade name, service marks, and other GROUNDBREAKER logos and any brand features, and/or product and service names are trademarks and as such, are and shall remain the property of GROUNDBREAKER. You herein agree not to display and/or use in any manner the GROUNDBREAKER logo or marks.

25. COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS NOTICE & PROCEDURES

GROUNDBREAKER respects the intellectual property of others, and we ask that those posting to this site do the same. With regards to appropriate circumstances and at its sole discretion, GROUNDBREAKER may disable and/or terminate the accounts of any user who repeatedly violates our Terms and/or infringes the rights of others. If you believe that your copyrighted work has been reproduced, posted, distributed and is accessible on this site in a way that constitutes copyright infringement, you may notify us by sending a written notice by registered mail to the address below. The notice must comply with the Digital Millennium Copyright Act (and international intellectual property law, where applicable), and include, among other things the following information as set forth in the Digital Millennium Copyright Act, 17 U.S.C. § 512 (c)(3)(A). Please provide our copyright agent with the following information:

The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf.

1. A description of the copyrighted work that you claim has been infringed and a description of the infringing activity.

2. Location where the original or an authorized copy of the copyrighted work exists, such as the URL of the web site where it is originally posted or the name of the book in which it has been published.

3. Location of the specific URL or other location on this site where the material that you claim is infringing is located (please provide as much information as possible to allow us to locate the material).

4. Your name, address, telephone number, and email address.

5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.

6. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

For all copyright or intellectual property infringement claims, please contact:

Groundbreaker Tech, Inc., DBA Janover Connect

c/o Robby H. Birnbaum, Esq.

Greenspoon Marder, LLP

100 West Cypress Creek Road, Suite 700

Fort Lauderdale, FL 33309

GENERAL INFORMATION

26. ENTIRE AGREEMENT

This agreement constitutes the entire agreement between user and GROUNDBREAKER and shall govern the use of our Services, superseding all prior or contemporaneous terms or conditions, oral or written, between user and GROUNDBREAKER. You may also be subject to additional terms and conditions that may apply when you use or purchase certain other GROUNDBREAKER Services, affiliate Services, third-party content or third-party software. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

27. UPDATING TERMS

GROUNDBREAKER may at any time revise these Terms by updating the same at this Site without prior notice. All changes are effective immediately once posted and apply to all use of the Site thereafter. Your continued use of this Site and the Services after such changes are posted will constitute your acceptance of such changes. If we revise these Terms, we will update the date in the “Last Updated’ section at the top of the Terms.

28. DISPUTES AND ARBITRATION/CLASS ACTION WAIVER

Any dispute relating in any way to your visiting this website or your use of any of the Services shall be submitted to confidential, binding arbitration in Palm Beach County, FL except that, to the extent you have in any manner violated or threatened to violate GROUNDBREAKER’s intellectual property rights, GROUNDBREAKER may seek injunctive or other appropriate relief in any state or federal court in Florida, and you consent to exclusive jurisdiction and venue in such courts. Arbitration hereunder shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. The arbitrator’s award shall be binding, but subject to review in accordance with applicable statutes, rules and regulations governing arbitration awards and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration hereunder shall be joined to an arbitration involving any other party subject to these terms and conditions, whether through class arbitration proceedings or otherwise.

You may opt out of this Agreement to Arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing, within 30 days of the date that you first began using this Site subject to these arbitration terms or changes to them, either by U.S. mail delivered to: Attn: Legal Department, Groundbreaker Tech, Inc., DBA Janover Connect ℅ Janover Inc., 6401 Congress Ave, Suite 250, Boca Raton, FL 33487 or by email delivered to [email protected]. You must include: (1) your name and residence address; (2) the email address and/or mobile telephone number associated with your account; and (3) a clear statement that you want to opt out of this agreement to arbitrate.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

29. WAIVER AND SEVERABILITY OF TERMS

At any time, should GROUNDBREAKER fail to exercise or enforce any right or provision of the Terms, such failure shall not constitute a waiver of such right or provision. If any provision of this Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

30. STATUTE OF LIMITATIONS

You acknowledge, understand and agree that regardless of any statute or law to the contrary, any claim or action arising out of or related to the use of our Site, its Services or the agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

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