1. ACCEPTANCE OF TERMS

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and TrueArk Technologies, Inc., a Delaware corporation doing business as Proveniq ("Company," "we," "us," or "our"). By accessing, browsing, or using our website located at proveniq.com and any related subdomains, applications, or services (collectively, the "Platform"), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

We reserve the right to modify these Terms at any time. Your continued use of the Platform following any changes constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

2. ELIGIBILITY AND ACCOUNT REGISTRATION

2.1 Eligibility Requirements

You represent and warrant that:

• You are at least 18 years of age or the age of legal majority in your jurisdiction;
• You have the legal capacity to enter into a binding agreement;
• You are not prohibited from using the Platform under any applicable law;
• If accessing investor materials, you meet the applicable accredited investor requirements under SEC Regulation D or equivalent standards in your jurisdiction.

2.2 Account Security

If you create an account, you are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account. We reserve the right to suspend or terminate accounts that we reasonably believe have been compromised.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Company Ownership

The Platform and all content, features, and functionality thereof, including but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement (collectively, "Content"), are owned by the Company, its licensors, or other providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

3.2 Proprietary Technology

The following constitute proprietary technology and trade secrets of the Company:

• Optical Genome™ - Our proprietary item identification and verification technology;
• Provenance Score™ - Our proprietary trust and authenticity scoring methodology;
• Proveniq Ledger™ - Our immutable chain-of-custody recording system;
• All algorithms, models, processes, and methodologies disclosed on this Platform.

Unauthorized use, reproduction, modification, distribution, or exploitation of any proprietary technology may result in civil and criminal penalties.

3.3 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your personal, non-commercial informational purposes. This license does not include:

• Any resale or commercial use of the Platform or its Content;
• Any collection or use of product listings, descriptions, or prices for competitive purposes;
• Any derivative use of the Platform or its Content;
• Any downloading, copying, or other use of account information for the benefit of any third party;
• Any use of data mining, robots, or similar data gathering and extraction tools.

4. CONFIDENTIALITY

4.1 Confidential Information

Certain areas of the Platform may contain confidential, proprietary, or trade secret information of the Company ("Confidential Information"). By accessing such areas, you agree to:

• Hold all Confidential Information in strict confidence using at least the same degree of care you use to protect your own confidential information, but in no event less than reasonable care;
• Not disclose any Confidential Information to any third party without our prior written consent;
• Not use any Confidential Information for any purpose other than evaluating a potential business relationship with the Company;
• Not reverse engineer, decompile, or disassemble any technology or methodology disclosed on the Platform.

4.2 Duration of Confidentiality

Your confidentiality obligations shall survive termination of these Terms and continue for a period of five (5) years from the date of disclosure, or indefinitely for trade secrets for so long as they remain trade secrets under applicable law.

5. PROHIBITED CONDUCT

You agree not to:

• Use the Platform in any way that violates any applicable federal, state, local, or international law or regulation;
• Engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Platform;
• Attempt to gain unauthorized access to any portion of the Platform, other accounts, computer systems, or networks connected to the Platform;
• Use any robot, spider, scraper, or other automated means to access the Platform for any purpose;
• Introduce any viruses, Trojan horses, worms, logic bombs, or other malicious or technologically harmful material;
• Impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity;
• Use the Platform to compete with the Company or to develop competing products or services;
• Share, transfer, or otherwise provide access to your account credentials to any third party;
• Circumvent, disable, or otherwise interfere with security-related features of the Platform.

6. INVESTMENT DISCLAIMERS

Any forward-looking statements, projections, or estimates contained on the Platform are based on assumptions that may not prove to be accurate. Actual results may differ materially from any projections. Past performance is not indicative of future results. Investment in early-stage companies involves substantial risk, including the risk of total loss of investment.

7. DISCLAIMER OF WARRANTIES

THE PLATFORM AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE COMPANY'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED ONE HUNDRED DOLLARS ($100.00).

9. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company and its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Platform.

10. BINDING ARBITRATION AND CLASS ACTION WAIVER

10.1 Agreement to Arbitrate

You and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or to the use of the Platform (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

10.2 Arbitration Rules

The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitration will be conducted in Delaware unless you and the Company agree otherwise. The arbitrator's decision will be final and binding.

10.3 Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and the Company agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

11. GOVERNING LAW AND JURISDICTION

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. For any matters not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in Delaware.

12. TERMINATION

We may terminate or suspend your access to the Platform immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination, your right to use the Platform will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

13. SEVERABILITY

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

14. ENTIRE AGREEMENT

These Terms, together with the Privacy Policy and any other legal notices published by us on the Platform, constitute the entire agreement between you and the Company concerning your use of the Platform and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and the Company with respect to the Platform.

15. CONTACT INFORMATION

For questions about these Terms, please contact us at: