Subscription Agreement for Gust Launch™

Terms and Conditions

THIS SUBSCRIPTION AGREEMENT GOVERNS YOUR ACCEPTANCE AND USE OF THE SERVICES SET FORTH IN YOUR ORDER OF SERVICES FROM GUST FOR THE TIME PERIOD YOU HAVE ORDERED (THE "Gust Launch Services"). YOU ACKNOWLEDGE AND AGREE THAT THE GUST LAUNCH SERVICES WILL BE PROVIDED BY GUST AND BY CERTAIN THIRD PARTY PARTNER PROVIDERS WITH WHICH GUST HAS CHOSEN TO WORK (THE "Partner Provider Services").

BY SUBMITTING AN ORDER FOR GUST LAUNCH SERVICES YOU ("You" or "User") ALSO AGREE TO THE TERMS OF THIS SUBSCRIPTION AGREEMENT. THIS SUBSCRIPTION AGREEMENT IS ENTERED INTO PURSUANT TO, AND IS GOVERNED BY, THE GUST TERMS OF SERVICE AND PRIVACY POLICY, BOTH OF WHICH ARE HEREBY INCORPORATED BY REFERENCE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, WHETHER PREVIOUSLY FORMED OR FORMED PURSUANT TO YOUR ORDER OF GUST LAUNCH SERVICES, YOU WARRANT AND REPRESENT THAT YOU HAVE THE FULL AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS SUBSCRIPTION AGREEMENT. IN SUCH EVENT, "You" AND "User" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS SUBSCRIPTION AGREEMENT IN ANY WAY, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE GUST LAUNCH SERVICES.

IN THE EVENT THAT THE TERMS OF THIS SUBSCRIPTION AGREEMENT CONFLICT WITH THE TERMS OF EITHER THE GUST TERMS OF SERVICE OR GUST PRIVACY POLICY AS EACH MAY BE AMENDED FROM TIME TO TIME, THE TERMS OF THIS SUBSCRIPTION AGREEMENT SHALL CONTROL.

The provisions of this Subscription Agreement were last updated on October 10, 2017. It is effective between You and Gust, Inc. as of the date You accepted this Subscription Agreement (the "Effective Date").

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Definitions. Capitalized terms that are not defined in this Subscription Agreement have the meaning given them in Gusts' Terms of Service and Privacy Policy.
"Partner Provider" means any third party service provider, including without limitation, accounting firms, advisors, family offices, law firms, banks (including, without limitation, Metropolitan Capital Bank), software licensors, software support, and equity management firms, which Gust has designated to provide services related to the Gust Platform and other Gust offerings, and from whom User has elected to obtain products and/or services.

"Order" means the online form executed by User containing details and fees of the particular Gust Launch Services and Partner Provider Services purchased by User, which is hereby incorporated by reference and governed by the terms of this Subscription Agreement.
Services

Description. Gust will provide User with access to the Gust Launch Services as set forth in the applicable Order. The Gust Launch Services are a single, unified, non-customizable offering, i.e., User may not select sub-services. User shall receive all Gust Launch Services listed in the applicable Order. Similarly, cancellation shall affect all the Gust Launch Services; Gust Launch Services cannot be canceled in part.
License to Use. Gust grants User a non-exclusive, non-transferable worldwide right to use the Gust Launch Services, solely for User's own internal business purposes subject to the terms of this Subscription Agreement. All right, title, and interest in and to the Gust Launch Services (excluding User Content which shall, as between Gust and User, be owned solely and exclusively by User) is and will remain the exclusive property of Gust and/or its licensors. All rights not expressly granted to User are reserved by Gust and/or its licensors. This license applies to the Gust Launch Services only. All Partner Provider Services are subject to the terms of that Platform Provider's Terms of Service or equivalent retention agreement.
Partner Providers. By contracting for Partner Provider Services, User hereby expressly agrees to be bound by the terms of such Partner Provider's Terms of Service or equivalent retention agreement. Gust shall have no liability or obligation for, and does not endorse or accept any responsibility for any services provided or not provided by any Partner Provider, the contents or use of third party web sites or any transactions completed with Partner Providers or any third parties. Gust is not responsible for any acts and omissions of any Partner Provider or any third party.
Limitation of Gust Launch Services.

Currently Gust only offers registered agent services under the Gust Launch Services in the State of Delaware and only provides incorporation services as a "C" corporation. There may be more appropriate corporate structures or states of incorporation depending on User's business or needs. Gust offers no opinion or advice regarding the most appropriate corporate structure or state of incorporation, and makes no representation or warranty that a "C" corporation structure or Delaware incorporation are the best options for User.
The Gust Launch Services are expressly limited to the specific Gust Launch Services set forth in the Order and the related offering webpage found at https://launch.gust.com/start on the Gust Platform at the time of the Order. No services, activities, filings, or any other related tasks or services are included in the Gust Launch Services unless expressly stated. Gust does not recommend any investments, does not verify or review User documents or communications, and does not give business, financial, investment, tax or legal advice. User relationships with any Partner Providers that provide such services or advice are independent of the User relationship with Gust and are not governed by this Subscription Agreement.
User should seek appropriate relevant counsel for any services that are not explicitly provided by Gust. Gust only provides services it is authorized to by law, which do NOT include legal services, tax services, banking services, investment advice, or any other professional consulting service that requires certification or licensure. Gust strongly recommends that User consult with the appropriate professionals.

User Limitations. User shall not: (i) sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Gust Launch Services available to any third party other than User; (ii) modify, make derivative works of, disassemble, reverse compile, reverse engineer, or subvert the security of any part of the Gust Launch Services for any purpose including without limitation discovering individual User Data or re-identifying anonymous data; (iii) access or use the Gust Launch Services in connection with a competitive product or service; or (v) post, transmit, link to, or otherwise distribute any inappropriate, profane, defamatory, obscene, indecent or unlawful material or information. Except as expressly stated herein, no part of the Gust Launch Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means to, including but not limited to electronic, mechanical, photocopying, recording, or other means. User shall make reasonable efforts to prevent unauthorized third parties from accessing the Gust Launch Services, and notify Gust promptly of any such unauthorized access or use.

Personal Data

Ownership. All Personal Data submitted by User to Gust, whether posted or disclosed by User or by third parties (including but not limited to Partner Providers), shall remain the sole property of User or such third parties, as applicable, unless Gust expressly otherwise notifies User in advance in writing (which shall include electronically). User, not Gust, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Personal Data, and Gust shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Personal Data.
License. Subject to the terms of this Subscription Agreement, User grants to Gust the non-exclusive, worldwide, right to use, copy, store, transmit and display Personal Data solely to the extent necessary to provide the Gust Launch Services as requested by User in the Order. User also grants Gust the right to identify User as a client of Gust's in connection with marketing and advertising of Gust and/or the Gust Platform.
Partner Provider Opt-In. You, the User, expressly acknowledge that Gust may disclose Personal Data to Partner Providers in order to secure performance of the Gust and Partner Provider Services set forth in the Order. User hereby opts-in and expressly authorizes (i) the transfer of Personal Data from Gust to Partner Providers; (ii) Partner Providers' use of the Personal Data in order to render the Partner Provider Services to User; and (iii) Gust's receipt of Personal Data from Partner Providers in order to render the Gust Launch Services. If User wants to withdraw permission for Gust to share Personal Data with Partner Providers or for Partner Providers to share information with Gust, User may so advise Gust in writing at support@gust.com.
Privacy. The Gust Privacy Policy applies only to User's relationship with Gust. It does not apply to the use, processing and disclosure of Personal Data by any Partner Provider. The protection of Personal Data by a Partner Provider is governed solely by any agreements that User may enter into with the Partner Provider and is beyond the scope of the Gust Privacy Policy. By contracting for Partner Provider Services, User expressly agrees to be bound by the terms of such Partner Provider's Privacy Policy. If User wishes to delete/remove/deactivate User's account or Personal Data from a Partner Provider system, User must contact such Partner Provider directly.

Charges, Payment & Term. User will pay all fees listed in the Order. If it fails to do so, neither Gust nor Partner Providers will have any obligation to provide further services.

Monthly Subscription. If User has purchased a monthly subscription on the Order, the following terms apply:

Term. The initial term of this Subscription Agreement shall commence on the Effective Date of the Order, and will continue for one month (the "Initial Monthly Term") and will automatically renew for additional one-month terms (the "Monthly Renewal Terms" and collectively with the Initial Monthly Term the "Monthly Terms"), upon the expiration of the Initial Monthly Term or any Monthly Renewal Term, unless earlier cancelled by either party in writing as set forth herein.
Charges & Payment. Payment for the Initial Monthly Term shall be made on the Effective Date and shall be charged to the credit card provided by User. User hereby authorizes Gust to charge User for all Services purchased by User in the Order (including Partner Provider fees), to the credit card User provides. User agrees that Gust may automatically charge the credit card User has provided on the first day of each Monthly Renewal Term. User represents that User has the legal right to use any credit card information submitted to Gust. Gust uses a third party provider to store and charge credit cards; Gust does not maintain credit card data. Certain monthly subscriptions require a minimum twelve (12) month initial commitment period (“Initial Commitment Period”). In the event User cancels such a subscription during the Initial Commitment Period or Gust cancels for cause, the outstanding balance for the remainder of the Initial Commitment Period will be immediately due and payable to and charged by Gust at the time of cancellation.

Annual Subscription. If, in the alternative, User has purchased an annual subscription on the Order, the following terms apply:

Term. The term of this Subscription Agreement shall commence on the Effective Date of the Order, and will continue for one year (the "Initial Annual Term") unless earlier cancelled by either party in writing, and will automatically renew for additional annual periods (the "Annual Renewal Terms" and collectively with the Initial Annual Term the "Annual Terms"), upon the expiration of the Initial Annual Term or any Annual Renewal Term, unless earlier cancelled by either party in writing as set forth herein.
Charges & Payment. Payment for the Initial Annual Term shall be made on the Effective Date and shall be charged to the credit card provided by User. Payment for subsequent Annual Terms shall be made annually on the anniversary of the Effective Date. User hereby authorizes Gust to charge User for all Services purchased by User in the Order (including Partner Provider fees), to the credit card User provides. User represents that User has the legal right to use any credit card information submitted to Gust.

Taxes. Gust's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and User shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Gust's income.
Expenses. There will be additional costs to User that are not included in the Gust Launch Services subscription for such things as filings fees related to incorporation, maintenance, and dissolution of a corporation (which vary by state), expedited government filings, franchise fees and third party fees associated with cancellation or account transfer.

Support. Gust shall provide email assistance to User in connection with the Gust Launch Services. Gust shall make reasonable efforts to respond to questions from User directed to support@gust.com.
Cancellation.

Cancellation by User. User may cancel a Monthly or Annual Term at any time by upon providing no less than thirty (30) days prior written notice to support@gust.com.
Cancellation by Gust. Gust may terminate this Subscription Agreement, any User account or any Gust Launch Services at any time in its sole discretion, with or without cause.
Refunds. There will be no refunds or credits issued for any Monthly or Annual Terms, partial Monthly or Annual Terms, upgrade/downgrade refunds, refunds for Monthly or Annual Terms unused with an open account, or filing fees.
Account Transition. Post cancellation or expiration of this Subscription Agreement, there may be components of the Gust Launch Services or Partner Provider Services that require the transfer of ownership or administrator rights of certain accounts. User acknowledges that such transfer may take up to ninety (90) days for service account transfers to be completed and Gust shall not be liable for any damages or delays associated therewith. Gust does not charge a cancellation fee, but shall pass through to User any government or third party costs and fees required in connection with such transfer.
No Account Revival. User acknowledges that due to the nature of the Gust Launch Services: (i) cancelled accounts will be cancelled in full (User may not cancel specific sub-services without cancelling all components of the Gust Launch Services); (ii) cancelled accounts may not be revived and User will be unable to receive the Gust Launch Services after cancellation; and (iii) prior to cancellation, User should confirm replacement providers for appropriate services rendered through the Gust Launch Services.

Limited Representations & Warranties. Each party represents and warrants that it has the power and authority to enter into this Subscription Agreement.

Gust warrants that it will provide the Gust Launch Services in a manner consistent with the Gust Terms of Service and Gust Privacy Policy. In the event of breach of this warranty, User's sole and exclusive remedy shall be Gust's commercially reasonable efforts to correct the error(s) that caused breach of this warranty.
User warrants that it will comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with its use of the Gust Launch Services, including without limitation those related to data privacy, international communications, and the exportation of data from locations.

DISCLAIMER OF WARRANTIES. IN ADDITION TO THE DISCLAIMERS LISTED IN THE GUST TERMS OF SERVICE, NONE OF THE GUST PARTIES MAKE ANY WARRANTIES OR REPRESENTATIONS ABOUT THE PRODUCTS, SERVICES, PLATFORMS OR CONTENTS THEREOF OF ANY PARTNER PROVIDERS, INCLUDING BUT NOT LIMITED TO THEIR ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS, OR RELIABILITY. NONE OF THE GUST PARTIES SHALL BE SUBJECT TO LIABILITY FOR TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION MADE AVAILABLE ON OR THROUGH ANY PARTNER PROVIDER, OR FOR ERRORS, MISTAKES OR OMISSIONS THEREOF OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. USER AGREES THAT USER RECEIVES ANY PARTNER PROVIDER SERVICES SOLELY AT USER'S OWN RISK.
GUST PROVIDES A NUMBER OF SERVICES, BOTH DIRECTLY AND THROUGH THIRD PARTIES, AS STATED IN THE ORDER AND SPECIFIC OFFERINGS AVAILABLE ON THE GUST PLATFORM. GUST DOES NOT PROVIDE AND IS NOT RESPONSIBLE OR LIABLE FOR ANY OTHER SERVICES OTHER THAN THOSE LISTED ON THE GUST PLATFORM OR ORDER. ALL OTHER SERVICES, FILINGS, MAINTENANCE, ACTIVITIES, ETC. ARE THE RESPONSIBILITY OF USER. THE GUST LAUNCH SERVICES DO NOT INCLUDE BUSINESS ADVICE, INVESTMENT ADVICE, TAX ADVICE OR LEGAL ADVICE TO ANYONE. GUST'S RELATIONSHIPS WITH THE PARTNER PROVIDERS DO NOT CREATE ANY JOINT PARTNERSHIP OR VENTURE, AND THE PARTNER PROVIDERS' SERVICES DO NOT CONSTITUTE THE PROVISION OF ANY SUCH ADVICE BY GUST. GUST IS NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO ANY ACT OR OMISSION ON THE PART OF ANY PARTNER PROVIDER. AS A CONDITION TO USER CONTRACTING TO RECEIVE PARTNER PROVIDER SERVICES, USER HEREBY WAIVES AND RELEASES ANY AND ALL CLAIMS, CAUSES OF ACTION OR OTHER RIGHTS THAT USER MIGHT HAVE AGAINST ANY OF THE GUST PARTIES ARISING OUT OF OR RELATING TO THE AUTHORIZED DISCLOSURE OF PERSONAL DATA TO PARTNER PROVIDERS BY GUST, THE AUTHORIZED DISCLOSURE OF PERSONAL DATA FROM PARTNER PROVIDERS TO GUST, AND ANY PARTNER PROVIDER SERVICES RENDERED TO USER.
LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY GUST PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM EITHER ANY ACTION OR OMISSION OF ANY PARTNER PROVIDER, THE SUBMISSION OF ANY PERSONAL DATA TO SUCH PARTNER PROVIDER, OR THE SUBMISSION OF ANY PERSONAL DATA TO GUST FROM A PARTNER PROVIDER, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF A GUST PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE GUST PARTIES' LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY USER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
Indemnification. User shall defend, indemnify and hold the Gust Parties harmless against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) made or brought against the Gust Parties by a third party alleging that (i) the Personal Data or Gust's transmission or hosting thereof infringes or violates the rights of such third party; (ii) User's use of the Gust Launch Services in violation of this Subscription Agreement infringes or violates the rights of such third party; or (iii) User failed to comply with applicable laws, rules or regulations; provided, that Gust (a) promptly gives written notice of the claim to User; (b) gives User control of the defense and settlement of the claim (provided that Gust may participate in such defense at its own expense and that User may not settle any claim in a manner that admits liability on behalf of Gust); and (c) provides to User, at User's expense, reasonable assistance in connection with the defense and settlement of the claim.
User Responsibilities. User is responsible for any and all activities that occur under User's accounts. User will comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with its use of the Gust Launch Services. User will ensure that any use of the Gust Launch Services by User is in accordance with the terms of this Subscription Agreement.
Notice. Gust may give notice by means of the Gust Platform, electronic mail to User's email address on record in Gust's account information, or by written communication sent by first class mail or pre-paid post to User's address. User may give notice to Gust at any time by letter sent by email to support@gust.com or by letter delivered first class mail to Gust, Inc. at 188 Grand Street Second Floor, New York, NY 10013 USA. All notices shall be deemed to have been given five days after mailing (if sent by first class mail) or twenty-four (24) hours after sending by email.
Assignment. This Subscription Agreement may not be assigned by User without the prior written approval of Gust, but may be assigned by Gust to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
Revisions. Gust reserves the right to amend the terms of this Subscription Agreement at any time in its sole discretion. However, if in Gust's reasonable judgment an amendment constitutes a material change to the Subscription Agreement which materially affects User's use of the Gust Launch Services or rights under this Agreement, Gust will notify User. Notice will be considered to have been delivered when sent if sent electronically. Any use of the Gust Launch Services after an amendment will constitute acceptance by User of such changes. User's sole remedy in the event User does not agree with any amendment shall be to cease use of the Gust Launch Services.
Entire Agreement/Severability. This Subscription Agreement, together with the Order, Gust Terms of Service and Privacy Policy, shall constitute the entire agreement between User and Gust concerning the Gust Launch Services. No joint venture, partnership, employment, or agency relationship exists between Gust and User as a result of this Subscription Agreement or use of the Gust Launch Services. If any provision of this Subscription Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Subscription Agreement, which shall remain in full force and effect. No waiver of any term of this Subscription Agreement shall be deemed a further or continuing waiver of such term or any other term, and Gust's failure to assert any right or provision under this Subscription Agreement shall not constitute a waiver of such right or provision. For the avoidance of doubt, this Subscription Agreement does not apply to the Partner Provider Services. User represents that it has reviewed and accepted the Terms of Service and Privacy Policy of each individual Partner Provider from whom it may receive Services and be bound by such terms with respect to the Partner Provider Services.
Arbitration; Governing Law & Venue. This Subscription Agreement shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. All disputes arising out of or relating to this Subscription Agreement shall be finally resolved by arbitration before a single arbitrator conducted in New York, NY under the rules of commercial arbitration of the American Arbitration Association. Both parties shall bear equally the cost of arbitration (exclusive of legal fees and expenses). All decisions of the arbitrator(s) shall be final and binding on both parties and enforceable in any court of competent jurisdiction.