Welcome to UTOFUN, Inc.’s UTOFUN.com website(“UTOFUN,” “us,” “our, ” or “we”). UTOFUN.com is an intermediary technology platform (“Platform” or “Site”) that permits certain users (qualifying as accredited investors or non-US persons, as defined by US securities regulations) to independently connect with issuers (“Issuer”) or to independently view general information of non-public company shares listed by shareholders (“Shareholder”) and indicate investment interest to Indirectly invest in real estate projects. These terms of use (‘Terms of USE’) govern your use of all digital products and services from UTOFUN (each, a “Service”, and collectively, the ’Services’), unless other terms and conditions expressly govern. These Services are provided either directly by UTOFUN, Inc. and its subsidiaries (‘we’, ‘us’, ‘our’) or through various third party platforms and devices (e.g., mobile). You acknowledge that UTOFUN is not an investment advisor, registered broker-dealer or funding portal and does not engage in any conduct that would require such registration.

PLEASE READ THE FOLLOWING TERMS OF USE AGREEMENT CAREFULLY. BY ACCESSING OR USING OUR SITES AND OUR SERVICES, YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. IT IS THE RESPONSIBILITY OF YOU, THE USER, CUSTOMER, OR PROSPECTIVE CUSTOMER TO READ THE TERMS AND CONDITIONS BEFORE PROCEEDING TO USE THIS SITE. IF YOU DO NOT EXPRESSLY AGREE TO ALL OF THE TERMS AND CONDITIONS, THEN PLEASE DO NOT ACCESS OR USE OUR SITES OR OUR SERVICES. THIS TERMS OF USE AGREEMENT IS EFFECTIVE AS OF 02/10/2017.

ACCEPTANCE OF TERMS

The following Terms of Use Agreement is a legally binding agreement that shall govern the relationship with our users and others which may interact or interface with UTOFUN, Inc., also known as UTOFUN.com our subsidiaries and affiliates, in association with the use of the UTOFUN website, which includes https://utofun.com, (the "Site") and its Services, which shall be defined below.

The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (the "Terms of Use"), which terms also incorporates UTOFUN's Privacy Policy and all other operating rules, policies and procedures that may be published from time to time on the Site by UTOFUN, each of which is incorporated by reference and each of which may be updated by us from time to time without notice to you and liability for such change. Therefore, Users are advised to review the Site for any changes prior to each time you access the Site and contact UTOFUN or your legal advisor with any questions.

DESCRIPTION OF WEBSITE SERVICES OFFERED

The Site is an online marketplace website which has the following description:

This website provides general information about UTOFUN and serves as an online intermediary technology platform (“Platform” or “Site”) that permits certain users (qualifying as accredited investors or non-US persons, as defined by US securities regulations) to independently view general information of non-public company shares listed by shareholders (“Shareholder”) or issuers (“Issuer”) and indicate investment interest.

TYPES OF USER:

All parties that use the Services are called “Users” of the UTOFUN community. Users may be “Shareholders” who own Shares, and they may also be “Investors” who are contemplating engaging in investments involving the Shares.

  • If you are visiting the Site without signing up for an online account, you are a “Visitor”.
  • If you have created an online account (your “Site Account”), you are a “Site User” as long as you still have that account.
  • Site Users who self-certify their status as self-claimed accredited investors, and who meet any other conditions UTOFUN may establish, are “Approved Users” once acknowledged as such by UTOFUN.

Each category of Membership incorporates those listed before it. All Authorized Users are Site Users, and while visiting the Site or using the Services, all Site Users are Visitors.

Any and all visitors to our site, despite whether they are registered or not, shall be deemed as "users" of the herein contained Services provided for the purpose of this Term of Use. Once an individual register's for our Services, through the process of creating an account, the user shall then be considered a "member."

The user and/or member acknowledges and agrees that the Services provided and made available through our website and applications, which may include some mobile applications and that those applications may be made available on various social media networking sites and numerous other platforms and downloadable programs, are the sole property of UTOFUN, Inc.. At its discretion, UTOFUN, Inc. may offer additional website Services and/or products, or update, modify or revise any current content and Services, and this Agreement shall apply to any and all additional Services and/or products and any and all updated, modified or revised Services unless otherwise stipulated. UTOFUN, Inc. does hereby reserve the right to cancel and cease offering any of the aforementioned Services and/or products. You, as the end user and/or member, acknowledge, accept and agree that UTOFUN, Inc. shall not be held liable for any such updates, modifications, revisions, suspensions or discontinuance of any of our Services and/or products. Your continued use of the Services provided, after such posting of any updates, changes, and/or modifications shall constitute your acceptance of such updates, changes and/or modifications, and as such, frequent review of this Agreement and any and all applicable terms and policies should be made by you to ensure you are aware of all terms and policies currently in effect. Should you not agree to the updated, revised or modified terms, you must stop using the provided Services forthwith.

Furthermore, the user and/or member understands, acknowledges and agrees that the Services offered shall be provided "AS IS" and as such UTOFUN, Inc. shall not assume any responsibility or obligation for the timeliness, missed delivery, deletion and/or any failure to store user content, communication or personalization settings.

REGISTRATION

Eligibility for Use of the Services

The Service is only available to individuals who are at least eighteen (18) years old and meet the user criteria described below. You represent and warrant that if you are an individual, you are at least 18 years old, that you are fully able and competent to enter into the terms and conditions set forth in this and other agreements on the Site, and that all registration information you submit is truthful, accurate and complete. If you are accessing the Site and/or using the Services on behalf of an entity, such as your employer or a company you work for or control, you warrant and represent that you have the legal authority to bind that entity to these Terms of Use. We are entitled to rely on the accuracy of the information you provide to us on the Site.

When you register, UTOFUN may collect information such as your name, e-mail address, birth date, gender, mailing address, occupation, industry and personal interests. You can edit your account information at any time. Once you register with UTOFUN and sign in to our Services, you are no longer anonymous to us.

Furthermore, the registering party hereby acknowledges, understands and agrees to:

a) furnish factual, correct, current and complete information with regards to yourself as may be requested by the data registration process, and

b) maintain and promptly update your registration and profile information in an effort to maintain accuracy and completeness at all times.

If anyone knowingly provides any information of a false, untrue, inaccurate or incomplete nature, UTOFUN, Inc. will have sufficient grounds and rights to suspend or terminate the registered user in violation of this aspect of the Agreement, and as such refuse any and all current or future use of UTOFUN, Inc. Services, or any portion thereof.

You may access the Site generally and/or browse generally without registering with the Site. In order to access certain features of the Site, including viewing securities offerings or posting content on the Site, you must register to create an account (“Account”) and meet certain criteria. You must complete the registration process by providing us with current, complete and accurate information. You are solely responsible for updating any and all pertinent registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your Account.

You will also choose a password and a user name. UTOFUN reserves the right in its sole discretion to refuse registration of or cancel a User’s name, domain name, Issuer’s name, and Issuer’s Account name. You are solely responsible for maintaining the confidentiality of your password and account. You agree to notify UTOFUN immediately in writing of any unauthorized use of your Account or any other breach of security. You will not share your password, let anyone else access your Account, or do anything else that might jeopardize the security of your Account. You will not transfer your Account to anyone without first getting our written permission. You acknowledge and agree that you are liable for any damages or losses to UTOFUN and other Users by any use of your Account, either authorized or unauthorized. To the fullest extent permissible by law, you are solely responsible for maintain the appropriate antivirus software and other protections to prevent cyber-crimes and other identity theft.

You agree that your Account will be self-directed and that you are solely responsible for all investment decisions and instructions placed through your Account. Although the Site may provide data, information or content provided by third-parties or us relating to investment strategies and/or opportunities to buy and/or sell securities, you should not interpret any such content as tax, legal, financial, or investment advice or a recommendation to invest in any offering posted on the Site. Any decision to invest shall be based solely on your own consideration and analysis of the risks involving a particular offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment, your eligibility to invest or your investment strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal. We have no special relationship with or fiduciary duty to you and your use of the Site or the Services does not create such a relationship. You agree and acknowledge that you are solely responsible for conducting legal, accounting and other due diligence review on the Issuer’s and real estate projects posted on the Site.

Types of Accounts:

Your access to the Platform and opportunity to invest in offerings on the Platform are limited in accordance with US and foreign regulations. In addition to compliance with regulations in your local jurisdiction, you must register on the Platform with one of the following user registrations:

Accredited Investors

The securities offered on this Site may only be purchased by Accredited Investors, as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and Non-US Investors (as defined below). Federal law and regulations restrict investment in any of the securities offerings by non-accredited investors. Before you can invest in any of the securities offerings on the Site, you must register with the Platform and qualify 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 the registration is complete and accurate. By registering with the Platform for purposes of subscribing to securities offerings, you represent and warrant that you come within at least one of the following categories:

· a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of your primary residence;

Explanation: In calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a 2 mortgage or other debt secured by your primary residence unless the liability exceed the fair market value of your primary residence).

· a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;

· a bank, insurance company, registered investment company, business development company, or small business investment company;

· an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;

· a charitable organization, corporation, or partnership with assets exceeding $5 million;

· a business in which all the equity owners are accredited investors; or

· a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.

Non-U.S. Investors

Non-U.S. investors have the opportunity to invest in certain securities offerings on the Platform, subject to compliance with your local laws, rules and regulations. If you are seeking to invest from outside of the United States, you represent and warrant that you are NOT (a) a “U.S. Person” as defined in Rule 902 of Regulation S promulgated under the Securities Act, (b) organized under the laws of any United States jurisdiction, and (c) formed for the purpose of investing in securities not registered under the Securities Act. At the time you purchase securities offered on the Platform, you were a resident of such foreign jurisdiction.

A U.S. Person includes a natural person resident in the United States, any partnership or corporation organized or incorporated under the laws of the United States, any estate in which an executor or administrator is a U.S. person, any trust in which any trustee is a U.S. person, any agency or branch of a foreign entity located in the United States, any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person, any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States, any partnership or corporation if organized or incorporated under the laws of any foreign jurisdiction and formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined under the Securities Act) who are not natural persons, estates or trusts, or any other person or entity falling under the definition of U.S. Person as such term is defined under Regulation S.

YOUR STATUS AS AN ACCREDITED INVESTOR ON NON-US INVESTOR IS IMPORTANT TO DETERMINING WHICH INVESTMENTS YOU MAY VIEW AND SECURITIES WHICH YOU ARE PERMITTED TO ACQUIRE. YOU MUST MEET ONE OF THE ABOVE CRITERIA. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS. THIS DOES NOT CONSTITUTE LEGAL ADVICE. You agree that, should any material changes occur that might affect your status as an Accredited Investor or Non-US Investor, you shall immediately provide the UTOFUN with such information in writing.

Private Issuers

The Site permits accredited investors and certain foreign investors to independently connect with prospective issuers. Each issuer is solely responsible for the material it posts on this Site and, by posting such material, represents that: (i) it has complied in all material respects with all applicable rules and regulations; and (ii) such information will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances under which they are made. The Site and its Users are entitled to and will rely upon any representations made by each issuer. UTOFUN makes no representations regarding whether any offering materials or content on the Site are complete, truthful and accurate; nor is UTOFUN responsible for verifying or investigating the completeness, truthfulness and accuracy of such representation or offering materials. Each Issuer is solely responsible for ensuring that its securities offering, including without limitation the use of the Site to offer and sell securities, the determination of whether an Investor is an Accredited Investor or Non-US Person and whether any investment complies with applicable state and Federal securities laws, rules and regulations and foreign regulations, to the extent applicable. Users of the Site acknowledge that UTOFUN is not liable to and will not verify or investigate the accuracy and completeness of the offering material and other information posted on the Site. Users understand, acknowledge and agree that other parties are relying on the statements made herein and that any willfully false statement is sufficient cause for removal from the Site, rejection of Accredited Investor or Non-US Investor status, along with other legal causes of action. All Issuers utilizing the Platform hereby agree that they are solely responsible for determining whether a User is an Accredited Investor or Non-US Investor prior to accepting subscriptions. Issuers may not rely on the Platform’s designation of an investor as an Accredited Investor or Non-US Investor as sufficient to meet its obligations under US securities laws.

No Disqualifying Events

Each Issuer warrants and represents that none of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Issuer participating in the Offering, any beneficial owner of 20% or more of the Issuer’s outstanding voting equity securities, calculated on the basis of voting power, any promoter (as defined in Rule 405 of the Securities Act) connected with the Issuer in any capacity at the time of sale nor any compensated solicitor or any director, executive officer, other officer of the compensated solicitor participating in the Offering (each, an “Issuer Covered Person” and collectively, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifying events described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualifying Event”), except for a Disqualifying Event covered by Rule 506(d)(2) or (d)(3). Each Issuer warrants and represents that it has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualifying Event. The Issuer has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and agrees to promptly notify UTOFUN in writing should any Disqualifying Events occur or prior Disqualifying Events come to the Issuer’s notice despite its (prior) reasonable efforts to discover. UTOFUN is not liable or responsible for making Rule 506(e) disclosures, nor for determining whether any Issuer Covered Person is subject to a Disqualifying Event.

Securities Products

The securities offered on the Site are only suitable for sophisticated and high net worth investors who are familiar with and willing to accept the high risks associated with private investments. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless registered with the Securities and Exchange Commission. 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.

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. Similar reliance has been placed on apparently available exemptions from securities registration or qualification requirements under applicable state securities laws. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of such exemptive provisions due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. 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. The exemptions relied upon for such offerings are significantly dependent upon the accuracy of the representations of the Users to be made to the Site and issuers on the Site in connection with the offering. In the event that any such representations prove to be untrue, the registration exemptions relied upon by an Issuer in selling the securities might not be available and substantial liability to such Issuer would result under applicable securities laws for rescission or damages. These risks are non-exhaustive and are intended to highlight certain risks associate with investing in securities that are not registered with the Securities and Exchange Commission. WE STRONGLY ADVISE YOU TO CONSULT A LEGAL, TAX AND FINANCIAL PROFESSIONAL BEFORE INVESTING, AND CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY OFFERING MATERIALS AND ASK THE ISSUER ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION.

UTOFUN receives no commission-based or transaction-based compensation in connection with the purchase or sale of securities through the Site but may receive fixed fees for services. UTOFUN is not a investment adviser, registered broker-dealer, funding portal, or investment manager, and does not offer investment advice or advise on the raising of capital through securities offerings. UTOFUN does not recommend or otherwise suggest that any investor make an investment in a particular offering, or that any Issuer offer securities to a particular Investor. UTOFUN takes no part in the negotiation or execution of transactions for the purchase or sale of securities and at no time has possession of funds or securities. UTOFUN cannot guarantee that Issuers on the Site will use the proceeds of any offering in accordance with the stated purpose. Users acknowledge and agree that UTOFUN makes no representation, warranty or assurance that the offering posted on the Site are made in accordance with Federal and/or state securities law, including the exemption to the sale of unregistered securities, or the legality of any offerings therein.

No Professional Advice

You acknowledge and agree that, while some of the Content on the Site may relate to or include information regarding legal, tax, investment, or accounting matters, neither UTOFUN nor any of the professionals providing Content on the Site are providing professional advice to you. Featuring of any Issuer on the Site does not constitute endorsement by UTOFUN or representation of the quality of any potential investment in such offerings. UTOFUN does not endorse any Issuer or any investment.

No Representations or Warranties

UTOFUN makes no warranty or representation (express or implied) that the Site will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will be compatible with all systems, that it will be secure or that all information provided will be accurate. UTOFUN makes no guarantee of any specific results from the use of the Site. UTOFUN shall not be liable for any investment decisions made based upon the Content. You agree that any reliance upon any Content or information distributed through or accessed from the Site is at your sole risk. UTOFUN is entitled to rely upon the information provided by its Users.

REGISTERED USER ACCOUNT, USERNAME, PASSWORD AND SECURITY

When you set up an account, you are the sole authorized user of your account. 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 is your responsibility for any act or omission of any user(s) that access your account information that, if undertaken by you, would be deemed a violation of the term of use. It shall be your responsibility to notify UTOFUN, Inc. immediately if you notice any unauthorized access or use of your account or password or any other breach of security. UTOFUN, Inc. 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 term of use.

CONDUCT

As a user or member of the Site, you herein acknowledge, understand and agree that all information, text, software, data, photographs, music, video, messages, tags or any other content, whether it is publicly or privately posted and/or transmitted, is the expressed sole responsibility of the individual from whom the content originated. In short, this means that you are solely responsible for any and all content posted, uploaded, emailed, transmitted or otherwise made available by way of the UTOFUN Services, and as such, we do not guarantee the accuracy, integrity or quality of such content. It is expressly understood that by use of our Services, you may be exposed to content including, but not limited to, any errors or omissions in any content posted, and/or any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available by UTOFUN.

Furthermore, you herein agree not to make use of UTOFUN, Inc.'s Services for the purpose of:

a) uploading, posting, emailing, transmitting, or otherwise making available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable;

b) causing harm to minors in any manner whatsoever;

c) impersonating any individual or entity, including, but not limited to, any UTOFUN officials, forum leaders, guides or hosts or falsely stating or otherwise misrepresenting any affiliation with an individual or entity;

d) forging captions, headings or titles or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship with;

e) uploading, posting, emailing, transmitting or otherwise offering any such content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party;

f) uploading, posting, emailing, transmitting or otherwise offering any content that you do not personally have any right to offer pursuant to any law or in accordance with any contractual or fiduciary relationship;

g) uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, "junk mail," "spam," or any other form of solicitation, except in any such areas that may have been designated for such purpose;

h) uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;

i) disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other users' ability to participate in any real time interactions;

j) interfering with or disrupting any UTOFUN, Inc. Services, servers and/or networks that may be connected or related to our website, including, but not limited to, the use of any device software and/or routine to bypass the robot exclusion headers;

k) intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to, rules, guidelines, and/or regulations decreed by the U.S. Securities and Exchange Commission, in addition to any rules of any nation or other securities exchange, that would include without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;

l) providing informational support or resources, concealing and/or disguising the character, location, and or source to any organization delegated by the United States government as a "foreign terrorist organization" in accordance to Section 219 of the Immigration Nationality Act;

m) "stalking" or with the intent to otherwise harass another individual; and/or

n) collecting or storing of any personal data relating to any other member or user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.

UTOFUN, Inc. herein reserves the right to pre-screen, refuse and/or delete any content currently available through our Services. In addition, we reserve the right to remove and/or delete any such content that would violate the term of use or which would otherwise be considered offensive to other visitors, users and/or members.

UTOFUN, Inc. herein reserves the right to access, preserve and/or disclose registered user account information and/or content if it is requested to do so by law or in good faith belief that any such action is deemed reasonably necessary for:

a) compliance with any legal process;

b) enforcement of the term of use;

c) responding to any claim that therein contained content is in violation of the rights of any third party;

d) responding to requests for customer service; or

e) protecting the rights, property or the personal safety of UTOFUN, Inc., its visitors, users and members, including the general public.

UTOFUN, Inc. herein reserves the right to include the use of security components that may permit digital information or material to be protected, and that such use of information and/or material is subject to usage guidelines and regulations established by UTOFUN, Inc. or any other content providers supplying content services to UTOFUN, Inc.. You are hereby prohibited from making any attempt to override or circumvent any of the embedded usage rules in our Services. Furthermore, unauthorized reproduction, publication, distribution, or exhibition of any information or materials supplied by our Services, despite whether done so in whole or in part, is expressly prohibited.

The Site permits Users to independently connect with Issuers and subscribe in securities

offerings. However, you are expressly prohibited from doing the following acts: (a) using the Site, or any services and or tools if you are temporarily, or indefinitely, suspended from using the Site, services or any tools; (b) collecting personal information about other Users; (c) interfering with other Users’ listings; or (d) posting false, inaccurate, misleading, defamatory, or libelous Content. UTOFUN grants you a limited, revocable, non-exclusive, non-transferrable license to view, copy and print Content for personal, non-commercial purposes. UTOFUN grants the operators of public search engines a limited, non-exclusive, non-transferrable license to copy materials from the Site for the purpose of creating publicly available, searchable indices of Site Content. We reserve the right to terminate or limit your access to the Site and/or the licenses granted herein for any reason and in our sole discretion. You agree not to modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the Site or the rights or use and enjoyment of the Site by any other person or entity in any manner.

CONTENT PLACED OR MADE AVAILABLE FOR COMPANY SERVICES

UTOFUN, Inc. shall not lay claim to ownership of any content submitted by any visitor, member, or user, nor make such content available for inclusion on our website Services. Therefore, you hereby grant and allow for UTOFUN, Inc. the below listed worldwide, royalty-free and non-exclusive licenses, as applicable:

a) The content submitted or made available for inclusion on the publicly accessible areas of UTOFUN, Inc.'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 registered user of UTOFUN, Inc.'s sites, and shall terminate at such time when you elect to discontinue your membership.

b) Photos, audio, video and/or graphics submitted or made available for inclusion on the publicly accessible areas of UTOFUN, Inc.'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 registered user of UTOFUN, Inc.'s sites and shall terminate at such time when you elect to discontinue your membership.

c) For any other content submitted or made available for inclusion on the publicly accessible areas of UTOFUN, Inc.'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.

Those areas which may be deemed "publicly accessible" areas of UTOFUN, Inc.'s sites are those such areas of our network properties which are meant to be available to the general public, and which would include message boards and groups that are openly available to both users and members.

CONTRIBUTIONS TO COMPANY WEBSITE

UTOFUN, Inc. provides an area for our users and members to contribute feedback to our website. When you submit ideas, documents, suggestions and/or proposals ("Contributions") to our site, you acknowledge and agree that:

a) your contributions do not contain any type of confidential or proprietary information;

b) UTOFUN shall not be liable or under any obligation to ensure or maintain confidentiality, expressed or implied, related to any Contributions;

c) UTOFUN shall be entitled to make use of and/or disclose any such Contributions in any such manner as they may see fit;

d) the contributor's Contributions shall automatically become the sole property of UTOFUN; and

e) UTOFUN is under no obligation to either compensate or provide any form of reimbursement in any manner or nature.

Digital Millennium Copyright Notice

We respect the intellectual property of others, and we ask you to do the same. If you or any user of our Site believes its copyright rights have been infringed on our Site, the copyright(s) owner (“Complaining Party”) should send notification to Our Designated Agent (as identified below) immediately:

UTOFUN, Inc.

469 7th Avenue, 12th Floor

New York, NY 10018

Attn: Sam Lin

Phone: 1-917-593-9580

Email: sam@utofun.com

You acknowledge, accept and agree that if we receive a notice of a claim of copyright

infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA. 7

Please note that this procedure is exclusively for notifying UTOFUN and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. Allegations that other intellectual property right is being infringed should be sent to [sam@utofun.com].

Communications

You agree that UTOFUN may send communications to you via your mailing address, email, telephone or facsimile number provided by you on your Account. You agree to notify us of any changes in your address or contact details. UTOFUN may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received. 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 an electronic version of documents fully satisfies any requirement that such documents be provided you be provided to me 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 agree that any information that you transmit to the Site or UTOFUN in any manner including, but not limited to, pictures, videos, questions, comments, suggestions, website addresses and links to other website/articles, etc. is non-confidential and non-proprietary and can be used by UTOFUN or its affiliates for any purpose. UTOFUN is free to use any idea, concepts, know-how, techniques, etc. contained in any communication to the Site for any purpose.

INDEMNITY

You agree to indemnify, defend and hold UTOFUN and any of its affiliates, and any of its successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys’ fees), resulting from any breach or violation of these Terms of Use by you or arising from your use of the Site.

UTOFUN reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with UTOFUN in the defense of any such claim, action, settlement or compromise negotiations, as requested by UTOFUN.

COMMERCIAL REUSE OF SERVICES

The member or user herein agrees not to replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason any part, use of, or access to UTOFUN's sites.

Disclaimer of Liability

Your use of the Site is solely at your own risk. To the fullest extent permissible by law, in no event shall UTOFUN, its affiliates, nor each of its affiliates’ directors, employees, managers, agents, contractors, partners, suppliers, or Content providers be liable for damages under contract, tort, strict liability, negligence, or any other legal or equitable theory arising out of your access to, or use of, the Site. Without limiting the foregoing, everything on the Site is provided to you “as is,” “as available,” and “when available” without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Please note that some jurisdictions may not allow the exclusion of implied warranties or limitation of incidental or consequential damages, so some of the above

exclusions may not apply to you. Check your local laws for any restrictions or limitations

regarding the exclusion of implied warranties. UTOFUN assumes no responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site. UTOFUN accepts no liability for any disruption or non-availability of the Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war, or legal restrictions and censorship. We do not, and cannot, guarantee that any investor is actually an Accredited Investor.

Although UTOFUN may from time to time monitor or review discussions, postings, transmissions, and the like on the Site, UTOFUN is under no obligation to do so and assumes no responsibility or liability arising from such Content nor for any error, defamation, libel, slander, omission, falsehood, obscenity, profanity, danger or inaccuracy contained in any information within such locations on the Site. UTOFUN reserves the right to remove any Content from the Site or to restrict access to the Site for any reason without notice.

Third-Party Sites

The Site may contain links to third party websites (“Third-Party Sites”). These links are provided only as a convenience to you. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by UTOFUN of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event shall UTOFUN be responsible for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that UTOFUN shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any Content, goods, or services available through any third-party website or resource.

YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION.

Your access and use of the Third-Party Sites are governed by the Terms of Use and Privacy Policies of these Third-Party Sites. We strongly encourage you to carefully review the Terms of Use and the Privacy Policies of any Third Party Services from which you access through our Site.

U.S. Jurisdiction

If you are located outside of the United States, you use or access the Site solely at your own risk and initiative. The Service is controlled and operated from facilities within the United States. UTOFUN makes no representations that the Service is appropriate or available for use in any other jurisdictions. Accessing the Service is prohibited from territories where the Content is prohibited. Securities offerings are only directed at, or intended for purchase or investment by investors in jurisdictions that permit general solicitation of unregistered securities.

You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. Subscriptions to invest in any offering referred to on this Site must only be made on the basis of the offering document relating to the specific investment and through a registered entity.

The Content, material and information contained on the Site does not constitute an offer or solicitation and may not be treated as an offer or solicitation (a) in any jurisdiction where such an offer, solicitation or distribution is against the law; (b) to anyone to whom it is unlawful to make such an offer or solicitation; or (c) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Site can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. Applications to invest in any offering referred to on this Site must only be made on the basis of the offering document relating to the specific investment and through a registered entity.

This Site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you. You should satisfy yourself before accessing the Site that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside.

USE AND STORAGE GENERAL PRACTICES

You herein acknowledge that UTOFUN, Inc. may set up any such practices and/or limits regarding the use of our Services, without limitation of the maximum number of days that any email, message posting or any other uploaded content shall be retained by UTOFUN, Inc., nor the maximum number of email messages that may be sent and/or received by any registered user, the maximum volume or size of any email message that may be sent from or may be received by an account on our Service, the maximum disk space allowable that shall be allocated on UTOFUN, Inc.'s servers on the registered user's behalf, and/or the maximum number of times and/or duration that any registered user may access our Services in a given period of time. In addition, you also agree that UTOFUN, Inc. has absolutely no responsibility or liability for the removal or failure to maintain storage of any messages and/or other communications or content maintained or transmitted by our Services. You also herein acknowledge that we reserve the right to delete or remove any account that is no longer active for an extended period of time. Furthermore, UTOFUN, Inc. shall reserve the right to modify, alter and/or update these general practices and limits at our discretion.

MODIFICATIONS

UTOFUN, Inc. 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.

TERMINATION

As a registered user of https://utofun.com, you may cancel or terminate your account, associated email address and/or access to our Services by submitting a cancellation or termination request to help@utofun.com.

As a registered user, you agree that UTOFUN, Inc. 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:

a) any breach or violation of our term of use or any other incorporated agreement, regulation and/or guideline;

b) by way of requests from law enforcement or any other governmental agencies;

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

d) unexpected technical or security issues and/or problems;

e) any extended periods of inactivity;

f) any engagement by you in any fraudulent or illegal activities; and/or

g) the nonpayment of any associated fees that may be owed by you in connection with your https://utofun.com 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 with regards to the termination of your account, associated email address and/or access to any of our Services.

The termination of your account with https://utofun.com shall include any and/or all of the following:

a) the removal of any access to all or part of the Services offered within https://utofun.com;

b) 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

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

PROPRIETARY RIGHTS

You do hereby acknowledge and agree that UTOFUN, Inc.'s Services and any essential software that may be used in connection with our Services ("Software") shall contain proprietary and confidential material that is protected by applicable intellectual property rights and other laws. Furthermore, you herein acknowledge and agree that any Content which may be contained in any advertisements or information presented by and through our Services or by advertisers is protected by copyrights, trademarks, patents or other proprietary rights and laws. Therefore, except for that which is expressly permitted by applicable law or as authorized by UTOFUN, Inc. or such applicable licensor, you agree not to alter, modify, lease, rent, loan, sell, distribute, transmit, broadcast, publicly perform and/or created any plagiaristic works which are based on UTOFUN, Inc. Services (e.g. Content or Software), in whole or part.

UTOFUN, Inc. herein has granted you personal, non-transferable and non-exclusive rights and/or license to make use of the object code or our Software on a single computer, as long as you do not, and shall not, allow any third party to duplicate, alter, modify, create or plagiarize work from, reverse engineer, reverse assemble or otherwise make an attempt to locate or discern any source code, sell, assign, sublicense, grant a security interest in and/or otherwise transfer any such right in the Software. Furthermore, you do herein agree not to alter or change the Software in any manner, nature or form, and as such, not to use any modified versions of the Software, including and without limitation, for the purpose of obtaining unauthorized access to our Services. Lastly, you also agree not to access or attempt to access our Services through any means other than through the interface which is provided by UTOFUN, Inc. for use in accessing our Services.

RELEASE

In the event you have a dispute, you agree to release UTOFUN, Inc. (and its officers, directors, employees, agents, parent subsidiaries, affiliates, co-branders, partners and any other third parties) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected or unsuspected, disclosed and undisclosed, arising out of or in any way connected to such dispute.

SPECIAL ADMONITION RELATED TO FINANCIAL MATTERS

Should you intend to create or to join any service, receive or request any such news, messages, alerts or other information from our Services concerning companies, stock quotes, investments or securities, 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. UTOFUN, Inc.'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. UTOFUN, Inc. and our licensors 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.

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.

THIRD PARTY BENEFICIARIES

You herein acknowledge, understand and agree, unless otherwise expressly provided in this term of use, that there shall be no third-party beneficiaries to this agreement.

NOTICE

UTOFUN, Inc. may furnish you with notices, including those with regards to any changes to the term of use, including but not limited to email, regular mail, MMS or SMS, text messaging, postings on our website 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 term of use by accessing our Services in an unauthorized manner. Your acceptance of this term of use 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.

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 of the Site’s electronically stored copy of these Terms of Use in any proceeding arising out of these Terms of Use.

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. UTOFUN shall have a reasonable period to effect such a change and UTOFUN 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.

TRADEMARK INFORMATION

You herein acknowledge, understand and agree that all of the UTOFUN, Inc. trademarks, copyright, trade name, service marks, and other UTOFUN, Inc. logos and any brand features, and/or product and service names are trademarks and as such, are and shall remain the property of UTOFUN, Inc.. You herein agree not to display and/or use in any manner the UTOFUN, Inc. logo or marks without obtaining UTOFUN, Inc.'s prior written consent.

Governing Law

These Terms of Use shall be governed by, construed and entered in accordance with the laws of the state of Delaware applicable to contracts deemed to be made within such state, without regard to choice of law or conflict of law provisions thereof. YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THESE TERMS OF USE TO THE FULLEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT

ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND

HAVE A JURY TRIAL.

Dispute Resolution

In the event of any claim, controversy or alleged dispute between you and UTOFUN, its members or affiliates (“Dispute”), you hereby agree to attempt in good faith to amicably resolve any Dispute at least thirty (30) days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence an arbitration proceeding pursuant to the rules of the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, before an arbitrator to be selected by the AAA. Any such

arbitration may only be commenced within one year after the party requesting arbitration obtains knowledge of the cause of action forming the basis of the controversy or claim accrued.

In any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one (1) day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens (e.g. confine the scope to actual areas in dispute and limit the topics and number of pages on which information is requested to matters directly relevant). The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as by law provided, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof. You agree that all Disputes will be limited between you, individually, and UTOFUN. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis.

Notwithstanding the foregoing, you agree that the following matters shall not, at the election of UTOFUN, be subject to binding arbitration: (1) any Dispute related to, or arising from allegations of criminal activity; (2) any Disputes concerning UTOFUN’ intellectual property rights; and (3) any claim for injunctive relief. All arbitration proceedings will take place in New York United States of America. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within New York City. Each party hereby waives any claim that such venue is improper or inconvenient.

GENERAL INFORMATION

ENTIRE AGREEMENT

This Term of US constitutes the entire agreement between you and UTOFUN, Inc. and shall govern the use of our Services, superseding any prior version of this term of use between you and us with respect to UTOFUN, Inc. Services. You may also be subject to additional terms and conditions that may apply when you use or purchase certain other UTOFUN, Inc. Services, affiliate Services, third-party content or third-party software.

WAIVER AND SEVERABILITY OF TERMS

At any time, should UTOFUN, Inc. fail to exercise or enforce any right or provision of the term of use, such failure shall not constitute a waiver of such right or provision. If any provision of this term of use 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 term of use remain in full force and effect.

NO RIGHT OF SURVIVORSHIP NON-TRANSFERABILITY

You acknowledge, understand and agree that your account is non-transferable and any rights to your ID and/or contents within your account shall terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.

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 Services or the term of use must be filed within 3 year(s) after said claim or cause of action arose or shall be forever barred.

VIOLATIONS

Please report any and all violations of this term of use to UTOFUN, Inc. as follows:

Mailing Address:

UTOFUN, Inc.

469 7th Ave

New York, New York, 10018

Telephone: 917-593-9580

Email: help@utofun.com