Brightvine Terms of Use

Last Updated: July 14, 2022

Welcome to the Brightvine Website, any brightvine.com subdomain, and/or any other Brightvine-owned website (collectively, the “Website”) owned and operated by Brightvine LLC (“Brightvine”, or “we”).  Certain features of the Website may be subject to additional guidelines, terms, or rules, which will be posted on the Website in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms of Use (“Terms”).  By accessing, viewing, or using the content, material, or any products or services available on or through this Website, you (also referred to herein as a “user”) indicate that you understand and agree to be bound by these Terms and our Privacy Policy.

1. BINDING AGREEMENT

THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE WEBSITE. BY ACCESSING OR USING THE WEBSITE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE WEBSITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. THESE TERMS ARE SUBJECT TO CHANGE. ANY CHANGES WILL BE INCORPORATED INTO THE TERMS POSTED TO THIS WEBSITE FROM TIME TO TIME. WE WILL NOTIFY YOU OF ANY CHANGES BY UPDATING THE “LAST UPDATED” DATE ABOVE. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT ACCESS OR USE THIS WEBSITE OR THE AFFILIATED SYSTEMS.

2. COOKIES & TRACKING

Cookies are pieces of information stored directly on the computer you are using. Brightvine or our third-party service providers may place cookies on your device for security purposes, to facilitate Website navigation and to personalize your experience. Use of this Website may be monitored, tracked and recorded. Anyone using this Website expressly consents to such monitoring, tracking and recording.

3. ACCOUNTS

To access and use the Website, you may be required to sign up for an “Account”. You may establish one (1) user account, pursuant to the terms, conditions and restrictions contained in these Terms. To establish an Account, you must be 18 or older. You may not share the Account with anyone. You are liable for all uses of your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you will have no ownership or other property interest in the Account, and you further acknowledge and agree that all rights in and to the Account are and will forever be owned by Brightvine. Brightvine reserves the right to terminate an Account without notice if it believes, at its own discretion, that a user is under the age of 18. To register for an Account, you may be required to provide Brightvine with certain information about yourself, including, but not limited to, your first and last name, e-mail address, username, and other information as described in our Privacy Policy. You may also have the opportunity enter credit card information and billing address. All of the information you provide to Brightvine or that Brightvine collects from you will be subject to the terms and conditions of these Terms and Brightvine Privacy Policy, which is incorporated herein by reference. As such, you agree to provide Brightvine with accurate, up to date information. If Brightvine learns that you have provided false or misleading registration information, Brightvine reserves the right to immediately terminate and disable or delete the Account. Brightvine is not responsible for any loss or damages arising from your failure to provide accurate information.

4. ACCEPTABLE USE POLICY

Unauthorized   use   of   the   Website,   including   but   not   limited   to   unauthorized   entry   into   Brightvine’s systems or  platform,  misuse  of  passwords,  or  misuse of  any  information  posted to a site,  is  strictly prohibited. You acknowledge that Brightvine may disclose and transfer any information that you provide through this Website (i) to Brightvine’s affiliates, agents or third-party service providers; (ii) to any other person or entity with your consent;  or (iii)  if  we have a right  or  duty to disclose  or are permitted or compelled   to   so   disclose   such   information   by   law.   You   consent   to   the   transmission,   transfer   or processing   of   such   information   to,   or   through,   any   country   in   the   world,   as   we   deem   necessary   or appropriate, and by using and providing information through this Website you agree to such transfers.

The   information,   materials   and   other   Interactive   Content   may   not   be   copied,   displayed,   distributed, licensed,   modified,   published,   reposted,   reproduced,   reused,   sold,   transmitted,   used   to   create   a derivative   work   or   otherwise   used   for   public   or   commercial   purposes   without   the   express   written consent of Brightvine in each instance. Our prior express written consent is required for (i) any resale or commercial use of the Website and/or any materials or content obtained from the Website; (ii) making more than minimal copies of the Website materials; (iii) any derivative use of the Website or any portion thereof; (iv) any use of automated programs, data mining, robots or other data gathering and extraction tools in connection with your use of the Website; or (v) including any portion of the Website on any other   website,   on   a   server   computer   or   in   documents,   including   but   not   limited   to   “mirroring”   the information and/or displaying the information by means of HTML frames or similar means. If you seek permission for such use of our Website, please contact us using the information provided below. Any unauthorized   use   of   the   Website,   content,   materials,   or   trademarks   may   violate   copyright   laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

You   warrant   that   when   using   the   Website,   you   shall   not   violate   or   facilitate   any   violation   of   any applicable   local,   state,   federal   or   international   law,   statute,   regulation,   code   or   ordinance,   including, without limitation, regulations promulgated by or the rules of any national or other securities exchange.

5. OWNERSHIP, COPYRIGHT, AND USE OF MATERIALS

The Website is Copyright 2022 by Brightvine LLC, 50 California, Suite 1535, San Francisco, CA 94111.All rights reserved. The works of authorship contained on the Website, including but not limited to all design, text, sound recordings, videos, images, and Interactive Content (defined below) (collectively,“Works”), are owned, except as otherwise expressly stated, by Brightvine or its subsidiaries. Except as otherwise   expressly   stated   herein,   Works   may   not   be   copied,   transmitted,   displayed,   performed, distributed  (for   compensation   or   otherwise),   licensed,   altered,   framed,   stored  for   subsequent   use  or otherwise used in whole or in part in any manner without Brightvine’s prior written consent, except to the extent permitted by the Copyright Act of 1976 (17 U.S.C. § 107), as amended, and then, only with notices of Brightvine’s proprietary rights; provided that you may transmit, display, download, and print Works for your personal use, so long as you do not remove any copyright or other notice as may be contained in such Works, as downloaded.

All   title,   ownership   rights,   and  intellectual  property rights  in  and  to  the  Website  and  services  herein(including  without  limitation   any  user  accounts,   software,   titles,   computer  code,   technology,   artwork, trademarks,   copyright,   moral   rights,   any   related   documentation   and   the   Website)   are   owned   by Brightvine or its licensors.

6. WEB CONTENT AND MATERIALS

The   information   on   this   Website   is   for   informational   purposes   only.   Brightvine   does   not   warrant   itscompleteness, timeliness or accuracy. The information and materials contained in this Website – and the Terms of the access to and use of such information and materials – are subject to change without notice. You agree that (i) you will not engage in any activities related to the Website that are contrary to applicable law,  regulation or the terms of any agreements you may have with Brightvine,  and (ii) in circumstances   where   locations   of   the   Website   require   identification   for   process,   you   will   establish commercially reasonable security procedures and controls to limit access to your password or other identifying information to authorized individuals.

BRIGHTVINE, ITS AFFILIATES, OR ITS PARTNERS MAY DISCONTINUE OR MAKE CHANGES INTHE INFORMATION, PRODUCTS  OR SERVICES  DESCRIBED  HEREIN   AT ANY TIME WITHOUT PRIOR NOTICE TO YOU AND WITHOUT ANY LIABILITY TO YOU. ANY DATED INFORMATION IS PUBLISHED   AS   OF   ITS   DATE   ONLY,   AND   BRIGHTVINE   DOES   NOT   UNDERTAKE   ANY OBLIGATION   OR   RESPONSIBILITY   TO   UPDATE   OR   AMEND   ANY   SUCH   INFORMATION. BRIGHTVINE  RESERVES  THE RIGHT TO  TERMINATE  ANY OR ALL WEBSITE  OFFERINGS  OR TRANSMISSIONS   WITHOUT   PRIOR   NOTICE   TO   THE   USER.   FURTHERMORE,   BY   OFFERING THIS   WEBSITE   AND   INFORMATION,   PRODUCTS   OR   SERVICES   VIA   THIS   WEBSITE,   NO DISTRIBUTION   OR   SOLICITATION   IS   MADE   BY   BRIGHTVINE   TO   ANY   PERSON   TO   USE   THE WEBSITE OR SUCH INFORMATION, PRODUCTS OR SERVICES IN JURISDICTIONS WHERE THE PROVISION   OF   THE   WEBSITE   AND   SUCH   INFORMATION,   PRODUCTS   OR   SERVICES   IS PROHIBITED BY LAW.

7. POTENTIAL DISRUPTION OF SERVICE

Access to the Website may from time to time be unavailable, delayed, limited, or slowed due to, amongother things:

8. LINKS TO OTHER SITES

Links to non-Brightvine Websites are provided solely as pointers to information on topics that may be useful   to   the   Websites,   and   Brightvine   has   no   control   over   the   content   on   such   non-Brightvine Websites.   If   you   choose   to   link   to   a   Website   not   controlled   by   Brightvine,   Brightvine   makes   no warranties,   either   express   or   implied,   concerning   the   content   of   such   site,   including   the   accuracy, completeness, reliability or suitability thereof for any particular  purpose,  nor does Brightvine warrant that such site or content is free from any claims of copyright, trademark or other infringement of the rights of third parties or that such site or content is devoid of viruses or other contamination. Brightvine does not guarantee the authenticity of documents on the Internet. Links to non-Brightvine sites do not imply any endorsement  of  or responsibility  for  the opinions,  ideas,  products, information or services offered at such sites, or any representation regarding the content at such sites.

9. INTERACTIVE CONTENT

Brightvine may make interactive online content (“Interactive Content”), such as the Brightvine platform, blockchain  wallet,  or  other features available  to you through the Website.  Any access to InteractiveContent granted to you by Brightvine (including but not limited to access granted through an account)constitutes   a   limited,   non-exclusive,   non-transferable,   non-sublicensable,   revocable   license   to   useInteractive Content.  For  clarity,  you  may  not  share  access granted to you  with any  other  person  or entity.   Your   use   is   limited   to   a   single   license   to   be   used   with   a   single   account   on   your   desktop computer, laptop computer, tablet, mobile phone, smartphone, or other similar device. You agree to provide true, accurate, current, and complete information about yourself in connection with accessing, or   requesting   access   to,   Interactive   Content.   If   you   provide   any   untrue,   inaccurate,   outdated,   or incomplete information, Brightvine may suspend or terminate your access without notice. Brightvine is entitled   to   assume   that   any   instruction   transmitted   using   your   account   details,   where   the   requisite account and password information in relation to your account has been provided, has been transmitted by you or by a person duly authorized by you, and Brightvine may rely upon such instruction without liability. You must immediately  inform Brightvine  if you are aware or suspect that your  username or password   has   been   compromised   or   if   you   suspect   that   any   person   other   than   you   or   any   duly authorized   third   party   is   using   your   account.   You   do   not   acquire   any   express   or   implied   rights   inInteractive Content. Brightvine shall retain all right, title and interest in Interactive Content, including without   limitation,   any   and   all   copies,   improvements,   enhancements,   modifications   and   derivative works. You shall reproduce all titles, trademarks, copyright, and restricted rights notices contained inInteractive Content in any copies made thereof, and all such copies shall be subject to these Terms.

All suggestions for correction, improvement or modification to Interactive Content or Website made by you (“Feedback”) and all intellectual property rights therein will be the sole and exclusive property of Brightvine. You hereby assign and agree to assign any and all rights, title, and interest in and to suchFeedback and all intellectual property rights therein to Brightvine. You shall not (i) reverse engineer, disassemble,  decompile  or cause any other attempt to derive (a) the data set underlying InteractiveContent, either  in part or  in whole,  or  (b)  the identity of  any individual  acquisition(s)  included  in theInteractive   Content   data   set;   (ii)   distribute,   use,   copy,   modify,   rent,   lease,   sublease,   sublicense,   or transfer Interactive Content; or (iii) create any derivative works based on Interactive Content. InteractiveContent is provided “as is”, and its accuracy and reliability are not guaranteed.

10. ELECTRONIC MAIL (E-mail)

Any notice or communication given pursuant to these terms of use may be sent to you electronically. By registering to use this site, you agree to receive periodic account statements sent electronically to the e-mail you provide.

11. PORTFOLIO ASSETS AND USE OF DISTRIBUTED LEDGER TECHNOLOGY

Holders   of   assets   displayed   on   the   Brightvine   Website   (“Portfolio   Assets”)   will   receive   limited information   with   regards   to   their   Portfolio   Assets.   None   of   the   Issuer,   the   Trustee,   the   CollateralManager, the Initial Purchasers, the Placement Agent or their respective Affiliates (as applicable) will be   required   to   provide   any   information   it   receives   pursuant   to   the   Portfolio   Assets   and   related documents other than what is required in the specific Portfolio Asset Indenture, Collateral ManagementAgreement, or other applicable contract.

Brightvine   may   make certain   information   regarding   the   Portfolio   Assets   and   the   related   notes   (“Notes”)available to holders of Notes via distributed ledger technology. Use of Brightvine’s distributed ledger technology may be cancelled by the Issuer of the Note or applicable Portfolio Asset at any time without notice to the holders thereof.

The application of distributed ledger technology is novel and untested and may contain inherent flaws or limitations. The operation of the distributed ledger technology may be subject to potential technical, legal   and   regulatory   constraints.   In   addition,   Brightvine   disclaims   all   warranties   that   the   distributed ledger technology will be uninterrupted or error-free and the distributed ledger could be compromised, and breakdowns could cause the partial or complete inability to use the platform provided by Brightvine. The Holders of Notes should not rely on the distributed ledger  for any purposes as it relates to thePortfolio   Assets   or   the   Notes,   and   Brightvine   is   not   responsible   for   any   misleading,   omitted   or inaccurate information provided via the distributed ledger regarding the Portfolio Assets or the Notes.None   of   the   Issuer   nor   the   Holders   of   Notes   will   have   recourse   to   Brightvine   from   relying   on   data provided via distributed ledger technology through Brightvine.

The   Brightvine   Website,   platform,   and   other   services   or   features   are   not   the   source   of   truth   for ownership   for   any   Portfolio   Asset.   Ownership   of   any   Portfolio   Asset,   Note,   or   other   asset   on   the Brightvine platform is tracked separately by parties over which Brightvine has no control. You agree to hold Brightvine harmless from and against your reliance on Brightvine as a source of truth of ownership for any Note or Portfolio Asset.

12. LIMITATION OF LIABILITY

BECAUSE  OF THE  POSSIBILITY  OF HUMAN   AND  MECHANICAL  ERROR  AS  WELL  AS  OTHER FACTORS,   THE   WEBSITE   (INCLUDING   ALL   INFORMATION   AND   MATERIALS   CONTAINED   ONTHE WEBSITE) IS PROVIDED “AS IS” “AS AVAILABLE”.  BRIGHTVINE AND THIRD-PARTY DATA PROVIDERS  ARE NOT PROVIDING ANY WARRANTIES AND REPRESENTATIONS REGARDING THE   WEBSITE.   BRIGHTVINE   AND   THIRD-PARTY   DATA   PROVIDERS   DISCLAIM   ALL WARRANTIES   AND   REPRESENTATIONS   OF   ANY   KIND   WITH   REGARD   TO   THE   WEBSITE, INCLUDING   ANY   IMPLIED   WARRANTIES   OF   MERCHANTABILITY,   NON-INFRINGEMENT   OF THIRD-PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR FITNESS FOR ANY PARTICULAR PURPOSE. BRIGHTVINE AND THIRD-PARTY DATA PROVIDERS DO NOT WARRANT   THE   ACCURACY,   ADEQUACY,   OR   COMPLETENESS   OF   THE   INFORMATION   AND MATERIALS   CONTAINED   ON   THE   WEBSITE   AND   EXPRESSLY   DISCLAIMS   LIABILITY   FOR ERRORS   OR   OMISSIONS   IN   THE   MATERIALS   AND   INFORMATION.   FURTHERMORE, BRIGHTVINE AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE,COMPUTER   VIRUSES,   MALICIOUS   CODE,   OR   OTHER   DEFECT   IN   WEBSITE,   ANY INCOMPATIBILITY   BETWEEN   THE   WEBSITE   AND   THE   USER’S   FILES   AND   THE   USER’S BROWSER   OR   OTHER   SITE   ACCESSING   PROGRAM,   OR   ANY   OTHER   PROBLEMS EXPERIENCED   BY   THE   USER   DUE   TO   CAUSES   BEYOND   BRIGHTVINE   AND   ITS   AFFILIATES’ CONTROL. NO LICENSE TO THE USER IS IMPLIED IN THESE DISCLAIMERS. NOTHING HEREIN SHALL   BE   CONSTRUED   AS   LIMITING   OR   REDUCING   BRIGHTVINE’S   RESPONSIBILITIES   AND OBLIGATIONS   TO   CLIENTS   IN   ACCORDANCE   WITH   APPLICABLE   LAWS   AND   REGULATIONS.UNDER   NO  CIRCUMSTANCES  WILL BRIGHTVINE  BE  LIABLE  FOR ANY   LOST  PROFITS,  LOST OPPORTUNITY   OR   ANY   INDIRECT,   CONSEQUENTIAL,   INCIDENTAL,   SPECIAL,   PUNITIVE,   OR EXEMPLARY DAMAGES ARISING OUT OF ANY USE OF OR INABILITY TO USE THE WEBSITE ORANY PORTION THEREOF, REGARDLESS OF WHETHER BRIGHTVINE HAS BEEN APPRISED OFTHE   LIKELIHOOD   OF   SUCH   DAMAGES   OCCURRING   AND   REGARDLESS   OF   THE   FORM   OF ACTION,   WHETHER   IN   CONTRACT,   WARRANTY,   TORT,   (INCLUDING   NEGLIGENCE),   STRICT LIABILITY, OR OTHERWISE.

TO   THE   MAXIMUM   EXTENT   PERMITTED   BY   LAW,   NOTWITHSTANDING   ANYTHING   TO   THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROMOR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM   OF   THE   ACTION),   WILL   AT   ALL   TIMES   BE   LIMITED   TO   A   MAXIMUM   OF   FIFTY   US DOLLARS (U.S. $50) IN THE AGGREGATE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS AGGREGATE LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.

13. ENFORCEABILITY AND GOVERNING LAW

These   Terms  shall   be   subject   to  any   other   agreements  you   have   entered   into   with   Brightvine.   The user’s access to and use of the brightvine.com Website, and these Terms are exclusively governed by the laws of the State of Delaware. Venue for any dispute arising from these Terms shall be exclusively in   the   State   or   Federal   courts  located   in   the   city   and   county   of   San   Francisco,   California,   applying Delaware law.

14. TRADEMARKS

brightvine® is a registered trademark of Brightvine. All other logos, company names or product names are trademarks or registered trademarks of their respective owners. You may not use any trademarks on the Website without our prior written consent.

15. SEVERABILITY

If any provision of these Terms is found to be invalid, void, or for any reason unenforceable, it will be construed in such a manner that would make the provision valid or enforceable. If it is not possible to construe the provision in such a manner that would make it valid or enforceable, then only the term or portion of the provision that renders it unenforceable will be stricken without affecting the enforceability of the remaining provisions. Any failure of Brightvine to act on or enforce any provision of these Terms shall not be construed as a waiver of that provision or any other provision of this Agreement.

16. COMPLETE AGREEMENT

These   Terms   and   our   Privacy   Policy   constitute   the   entire   agreement   between   you   and   Brightvine relating to the public facing elements of the Website and your use of these portions of the Website, and supersede   any   prior   agreements   or   understandings   not   incorporated   herein   with   regards   to   these portions. Certain restricted areas of the Website may require you to agree to supplemental terms and conditions. These Terms are not intended to modify or amend other agreements you may have with Brightvine regarding other matters.

17. INDEMNIFICATION

You agree to indemnify, defend, and hold Brightvine and its affiliates harmless from and against any claims and shall pay all suits, losses, damages, liabilities, claims, expenses, proceedings, and actions, and all related expenses (including reasonable attorneys’ fees and expenses) arising out of, relating to, or   in   connection   with   (a)   your   breach   of   any   terms,   provisions,   covenants,   warranties,   or representations contained herein and/or in connection with these Terms; (b) your use or misuse of theWebsite; (c) any claim that information, content, or data provided to you by Brightvine in connection to the  Website   infringe,   misappropriate,   or   otherwise   violate   or   conflict   with   any  applicable   law   or   any person’s (i) patents, inventions, and discoveries; (ii) trademarks, service marks, domain names, social media user names, trade dress, and trade names; (iii) copyrights, moral rights, works of authorship, proprietary   designs,   and   rights   in   data   and   databases;   (iv)   confidential   and   proprietary   information, including   trade   secrets   and   invention   rights;   (v)   rights   of   privacy   and   publicity;   or   (vi)   any   other proprietary rights; or (d) any activities in connection with these Terms.

18. BRIGHTVINE BUSINESS CONTINUITY PLAN

Brightvine has developed a Business Continuity Plan (the “Plan”) describing how we will respond to events that significantly disrupt our business. Since the timing and impact of disasters and disruptions is unpredictable, we will have to be flexible in responding to actual events as they occur. With that in mind, we are providing you with this information on our business continuity plan.