Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of SecondaryOS, a software platform operated by Earlyasset, Inc., a Delaware corporation ("Earlyasset," "we," "us," or "our"). By accessing secondaryos.com, joining our waitlist, or using any SecondaryOS services, you agree to be bound by these Terms.

If you are using SecondaryOS on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree to these Terms, you may not use SecondaryOS.

2. Description of Services

SecondaryOS is workflow management software that helps private companies organize and manage the process of secondary share transfers. SecondaryOS provides tools including:

• A shareholder portal for tracking equity holdings and submitting transfer requests
• Workflow tools for managing right of first refusal (ROFR) notifications and approvals
• Document templates for secondary share transfer transactions
• E-signature collection functionality
• Communication and status tracking tools

3. Document Templates — Not Legal Advice

SecondaryOS may provide or generate document templates in connection with secondary share transfer workflows. These templates are provided for convenience only. They do not constitute legal advice and do not create an attorney-client relationship. Document templates may not be suitable for your specific transaction, jurisdiction, or circumstances. You should have all transfer documents reviewed by qualified legal counsel before execution. Earlyasset, Inc. is not responsible for the legal sufficiency, accuracy, or enforceability of any documents generated through SecondaryOS.

4. Pricing and Valuation Information — Not Investment Advice

SecondaryOS may display estimated price ranges or valuation information for private company shares based on comparable transaction data. This information is provided for informational purposes only and does not constitute investment advice, a recommendation to buy or sell securities, or a solicitation of any offer to buy or sell securities. Private company share pricing is speculative and highly variable. Past transaction data is not indicative of future results. You should not make any investment or transactional decisions based solely on information provided by SecondaryOS without consulting a qualified financial or legal adviser.

5. Eligibility and Account Responsibilities

You must be at least 18 years of age and legally capable of entering into binding contracts to use SecondaryOS. By using our services, you represent and warrant that you meet these requirements.

You are responsible for providing accurate information when registering for the waitlist or using SecondaryOS, and for maintaining the confidentiality of any account credentials. You agree to notify us immediately of any unauthorized access to your account.

6. Acceptable Use

You agree not to use SecondaryOS to:

• Violate any applicable law, regulation, or third-party rights
• Conduct or facilitate fraudulent, deceptive, or misleading transactions
• Upload or transmit malicious code, spam, or unauthorized advertising
• Attempt to gain unauthorized access to any part of the platform or its infrastructure
• Reverse engineer, decompile, or disassemble any part of the SecondaryOS software
• Use the platform in any way that could damage, disable, or impair its operation

7. Intellectual Property

SecondaryOS and all of its content, features, and functionality — including but not limited to the software, design, text, graphics, and logos — are owned by Earlyasset, Inc. and are protected by United States and international copyright, trademark, and other intellectual property laws.

You may not copy, reproduce, distribute, modify, create derivative works from, or commercially exploit any part of SecondaryOS without our express written permission.

8. User Content

You retain ownership of any content you upload to SecondaryOS, including company documents and data. By uploading content, you grant Earlyasset, Inc. a limited, non-exclusive license to store, process, and display that content solely for the purpose of providing the SecondaryOS service to you. We will not use your content for any other purpose without your consent.

9. Disclaimer of Warranties

SECONDARYOS IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT SECONDARYOS WILL MEET YOUR REQUIREMENTS OR THAT ANY ERRORS WILL BE CORRECTED.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EARLYASSET, INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF SECONDARYOS OR ANY SECONDARY SHARE TRANSFER TRANSACTION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT YOU HAVE PAID US IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

11. Indemnification

You agree to indemnify, defend, and hold harmless Earlyasset, Inc. and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses — including reasonable attorneys' fees — arising out of or related to your use of SecondaryOS, your violation of these Terms, or your violation of any applicable law or third-party rights, including securities laws.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Any dispute arising out of or related to these Terms or your use of SecondaryOS shall be resolved through binding arbitration in accordance with the American Arbitration Association's Commercial Arbitration Rules, with proceedings conducted in Delaware. You waive any right to participate in a class action lawsuit or class-wide arbitration against Earlyasset, Inc.

13. Changes to These Terms

We may update these Terms from time to time. When we do, we will update the "Last updated" date at the top of this page. For material changes, we will provide notice via email or prominent notice on the site. Your continued use of SecondaryOS after any changes constitutes your acceptance of the updated Terms.

14. Termination

We reserve the right to suspend or terminate your access to SecondaryOS at any time, with or without cause, and with or without notice. Upon termination, all provisions of these Terms that by their nature should survive — including intellectual property rights, disclaimers, and limitations of liability — will remain in effect.

15. Contact Us

If you have questions about these Terms, please contact: