Terms of Use (U.S.) | Raisegen

RAISEGEN INC. | TERMS OF USE

Effective Date: August 30, 2026 | Last Updated: August 30, 2026

PREAMBLE

Raisegen Inc., a corporation organized under the General Corporation Law of the State of California, registered with the California Secretary of State under entity number B20260191492, with its principal place of business at 2108 N Street, Suite N, Sacramento, California 95816, represented by Alexandre Hassan in his capacity as Chief Executive Officer (“Raisegen”, the “Company”, “we”, “us” or “our”), offers the Services described in Article 6 through the website at https://raisegen.com and the platform application at https://app.raisegen.com, together with any successor or additional domain or subdomain notified on the Platform (together, the “Platform”).

THE PLATFORM IS MADE AVAILABLE EXCLUSIVELY TO LEGAL ENTITIES AND TO NATURAL PERSONS ACTING IN A BUSINESS OR PROFESSIONAL CAPACITY, AND SPECIFICALLY TO PROFESSIONAL INVESTORS AND REAL ESTATE PROFESSIONALS AS DEFINED BELOW. THE PLATFORM IS NOT OFFERED TO CONSUMERS AND IS NOT INTENDED FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. THE SERVICES ARE NOT AVAILABLE TO THE GENERAL PUBLIC.

These Terms of Use (the “Terms”) constitute a binding agreement between you and Raisegen and govern your access to and use of the Platform and the Services. By creating an account, accessing the Platform, or executing an Engagement Letter, you represent that you have read, understood and accepted these Terms without reservation, and that you have the authority to bind the entity on whose behalf you are acting.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.

Article 22 of these Terms contains a binding arbitration provision, a class action waiver and a jury trial waiver that affect how disputes between you and Raisegen are resolved. Please read it carefully.

You may contact Raisegen at any time at contact@raisegen.com, which is also the address for legal and contractual notices.

ARTICLE 1. DEFINITIONS

Capitalized terms used in these Terms have the meanings set out below.

“Accredited Investor” means a person or entity that qualifies as an accredited investor within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

“Affiliate” means, with respect to any person, any other person that directly or indirectly controls, is controlled by, or is under common control with that person, where “control” means ownership of more than fifty percent (50%) of the voting securities or equivalent voting interests, or the power to direct the management and policies of that person.

“Agreement” means these Terms, together with the Privacy Policy, the Legal Disclaimer, any other Platform disclosures published by Raisegen, and each Engagement Letter executed between Raisegen and a Client, as each may be amended from time to time.

“Client” means a Professional Investor or a Real Estate Professional that requests or receives a Service through the Platform.

“Client Content” means any information, data, document, projection, financial model, image, description or other material submitted, uploaded, transmitted or otherwise made available on or through the Platform by or on behalf of a User.

“Engagement Letter” means the written agreement executed between Raisegen and a Client setting out the Services subscribed to by that Client, the applicable fees, and any special terms.

“Intellectual Property Rights” means all patents, patent applications, trademarks, service marks, trade names, trade dress, domain names, copyrights, moral rights, database rights, design rights, trade secrets, know-how, and all other intellectual or industrial property rights of any kind, whether registered or unregistered, now existing or hereafter arising anywhere in the world.

“KYC” means the customer identification, verification, sanctions screening and anti-money laundering procedures applied by Raisegen as part of Onboarding and on an ongoing basis.

“Onboarding” means the account creation, verification and qualification procedure described in Article 7.

“Party” means Raisegen, a Client or a User individually, and “Parties” means them collectively as the context requires.

“Platform” has the meaning given in the Preamble and includes the website at raisegen.com, the application at app.raisegen.com, and all interfaces, portals, subdomains, databases and related technology made available by Raisegen, whether accessed through a browser or any other client.

“Professional Investor” means a legal entity or natural person that is, at minimum, an Accredited Investor, and that additionally falls within one or more of the following categories: a qualified institutional buyer within the meaning of Rule 144A under the Securities Act; a qualified purchaser within the meaning of Section 2(a)(51) of the Investment Company Act of 1940; a bank, savings institution, insurance company, registered investment company, business development company or small business investment company; an investment adviser registered under the Investment Advisers Act of 1940 or under the laws of any State; a private fund, credit fund, debt fund or family office; or any other person authorized under applicable law to lend funds to third parties or to invest on a professional basis.

“Prohibited Jurisdiction” has the meaning given in Article 5.2.

“Real Estate Professional” means any legal entity or natural person engaged on a professional basis in real estate development, construction, sponsorship, ownership, operation or investment, and seeking capital for one or more real estate projects.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Services” means the Platform-based introduction and matching services provided by Raisegen, consisting of enabling Real Estate Professionals to present capital requirements and enabling Professional Investors to identify and contact them, together with the related support services described in Article 6.

“Transaction” means any financing, investment, loan, purchase, subscription, commitment or other arrangement entered into between two or more Users, whether or not introduced through the Platform.

“User” means any natural person or legal entity that accesses, browses or uses the Platform, whether or not a Client.

ARTICLE 2. PURPOSE AND SCOPE

2.1 These Terms define the rights and obligations of the Parties in connection with access to and use of the Platform and the performance of the Services. Every User agrees to comply with these Terms without restriction or reservation, whether that User merely browses the Platform or requests a Service.

2.2 Users should read these Terms before requesting any Service. The principal characteristics of the Services are described in Article 6, and it is each Client’s responsibility to review that description before subscribing.

2.3 These Terms are accessible at all times on the Platform and will be provided to any Client on request. Where these Terms are subsequently amended, the version applicable to a given Service is the version in force on the Platform on the date the relevant Engagement Letter is executed.

2.4 Execution of an Engagement Letter constitutes full and unreserved acceptance of these Terms.

2.5 Contracting entity. These Terms govern the relationship between Users and Raisegen Inc. A User whose contracting entity is domiciled in France or elsewhere in the European Economic Area contracts instead with RAISEGEN SAS, a French societe par actions simplifiee, under separate terms available at fr.raisegen.com, and those separate terms govern that relationship in place of these Terms. The contracting entity is determined at Onboarding by the country of domicile of the User’s contracting entity, is recorded on the User’s account, and determines which terms apply, which entity issues the Engagement Letter and invoices, and which fee structure is available. Services, fees and applicable law differ between entities.

ARTICLE 3. ENGAGEMENT LETTER AND ORDER OF PRECEDENCE

3.1 Before any Service is performed, the Client shall execute an Engagement Letter with Raisegen summarizing the Services requested, the applicable fees, and any special terms applicable to that Client.

3.2 The Client acknowledges that Raisegen may, in an Engagement Letter, depart in whole or in part from these Terms. Where a conflict exists between an executed Engagement Letter and these Terms, the Engagement Letter prevails with respect to the subject matter of that conflict, and these Terms continue to govern in all other respects.

3.3 Fees paid by a Client to Raisegen are earned upon receipt and are non-refundable, in whole or in part, except where expressly stated otherwise in an Engagement Letter or where required by applicable law.

ARTICLE 4. ELIGIBILITY AND USER REPRESENTATIONS

4.1 By accessing the Platform, each User represents and warrants, on the date of account creation and on each date of access, that:

(a) the User is at least eighteen (18) years of age and has the legal capacity to enter into a binding contract;

(b) where the User acts on behalf of an entity, the User has full authority to bind that entity to the Agreement;

(d) if seeking access as a Professional Investor, the User meets the definition of Professional Investor set out in Article 1 and will promptly notify Raisegen if it ceases to do so;

(e) if seeking access as a Real Estate Professional, the User is engaged in real estate on a professional basis and holds all licenses, registrations, permits and authorizations required to conduct its business and to pursue the projects it presents on the Platform;

(f) all information the User provides during Onboarding and thereafter is true, accurate, current and complete, and the User will keep that information updated;

(g) the User is not located in, organized under the laws of, or ordinarily resident in a Prohibited Jurisdiction, and is not a person with whom transactions are restricted under applicable sanctions laws; and

(h) the User’s access to and use of the Platform complies with all laws applicable to it, including securities, lending, licensing, anti-money laundering and tax laws.

4.2 The User acknowledges that its status as a Professional Investor or a Real Estate Professional is a determining condition of Raisegen’s consent to enter into any Engagement Letter. Misrepresentation of that status is a material breach of the Agreement.

4.3 Raisegen may, at its sole discretion, request documentation substantiating any representation made under this Article, and may suspend or terminate access pending receipt of satisfactory documentation.

ARTICLE 5. AVAILABILITY, TERRITORY AND SANCTIONS

5.1 Language and availability. The Platform and these Terms are provided in English. A French language site operated by RAISEGEN SAS is available at fr.raisegen.com and is governed by that entity’s own terms rather than by these Terms. Information relating to a real estate project is displayed in the language in which it was entered by the Real Estate Professional that submitted it, and Raisegen does not translate, verify or standardize that information.

5.2 Prohibited Jurisdictions. The Platform is not offered to, and may not be accessed by, any person located in, organized under the laws of, ordinarily resident in, or acting for the benefit of any country, region or person subject to comprehensive sanctions administered by the United States Department of the Treasury Office of Foreign Assets Control (“OFAC”), which currently include Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine, together with any additional jurisdiction that Raisegen designates from time to time on the Platform (each a “Prohibited Jurisdiction”).

5.3 Restricted persons. No User may access the Platform if it, or any person that directly or indirectly owns or controls it, is identified on OFAC’s Specially Designated Nationals and Blocked Persons List, the Consolidated Sanctions List, the Denied Persons List or Entity List maintained by the United States Department of Commerce, or any comparable restricted party list maintained by a competent authority of the United States.

5.4 Uptime. Raisegen will use commercially reasonable efforts to make the Platform available on a continuous basis. Raisegen does not warrant uninterrupted availability, and access may be suspended or interrupted, with or without notice, for maintenance, updates, security, capacity, or reasons outside Raisegen’s reasonable control. Raisegen shall have no liability of any kind arising from unavailability of the Platform.

ARTICLE 6. DESCRIPTION OF THE SERVICES

6.1 Introduction and matching. Raisegen operates a technology platform that enables Real Estate Professionals to present capital requirements for their real estate projects and enables Professional Investors to review those presentations and to contact the sponsoring Real Estate Professional directly. Raisegen’s role is limited to providing the technology, the listing environment and the matching functionality.

6.2 Related support services. Raisegen may additionally assist Clients with the preparation and formatting of business plans, memoranda, project presentations, financing request materials and other communication documents. Any such assistance is performed at the direction of the Client and on the basis of information supplied by the Client. It does not constitute an endorsement of, or advice on, the merits, valuation, pricing, structure or advisability of any project or Transaction.

6.3 Project presentations. Each real estate project is presented on the Platform so that Professional Investors may make their own assessment. The content of each presentation is supplied by the Real Estate Professional. Raisegen is not responsible for its content, accuracy, completeness or currency.

6.4 Indicators. Raisegen may display performance indicators, summary metrics, scores or comparative data relating to projects listed on the Platform. Those indicators are generated from data supplied by Users, are provided for informational purposes only, and do not constitute a recommendation, a valuation, an appraisal, a credit rating or investment advice. They do not relieve any User of the obligation to conduct its own analysis.

6.5 No guarantee of outcome. Raisegen does not guarantee that any Real Estate Professional will obtain financing, that any Professional Investor will identify a suitable opportunity, that any introduction will result in a Transaction, or that any Transaction will perform as projected.

ARTICLE 7. ONBOARDING, ACCOUNTS AND SECURITY

7.1 Account creation. Before presenting a real estate project or accessing project listings, a User must create an account on the Platform at https://app.raisegen.com, using a password or by signing in with a Google account. These Terms are presented for acceptance at the point of account creation, and Raisegen records which version of these Terms each User accepted and when.

7.2 Information collected. During account creation, the User provides a first name, a last name (where the User is an entity, the identity of the individual contact person within that entity whom Raisegen may contact) and an email address. The User must then complete a KYC compliance questionnaire and, in the case of a Real Estate Professional, a presentation of each real estate project for which capital is sought.

7.3 Engagement Letter. After creating an account, and before obtaining full access to the Platform, the User must execute an Engagement Letter with Raisegen setting out the Services subscribed to and the applicable fees.

7.4 Accuracy of information. Raisegen is not in a position to verify the completeness or accuracy of information entered by a User, which may subsequently be made available to other Users. Raisegen shall have no liability for errors in information supplied by a User, or for any consequence of those errors, including any effect on the performance of the Services.

7.5 Credentials. Each User is responsible for maintaining the confidentiality of its account credentials and for all activity occurring under its account. Accounts may not be shared, sold, transferred or made available to any third party. The User shall notify Raisegen promptly at contact@raisegen.com upon becoming aware of any unauthorized access or suspected compromise.

7.6 Contract formation. Contractual information relating to the Services is presented in English. Execution of an Engagement Letter constitutes acceptance of these Terms in their entirety and evidences the services contract between Raisegen and the Client.

ARTICLE 8. REGULATORY STATUS AND IMPORTANT DISCLAIMERS

This Article is fundamental to the Agreement. Each User acknowledges having read and understood it.

8.1 No broker-dealer. Raisegen is not registered with the United States Securities and Exchange Commission as a broker or dealer under Section 15 of the Securities Exchange Act of 1934, is not a member of the Financial Industry Regulatory Authority, and is not a registered funding portal under Section 4A(a) of the Securities Act or the rules made under it. Raisegen does not effect transactions in securities for the account of others. Raisegen does not solicit any securities transaction, does not participate in the negotiation of the price or terms of any Transaction, does not provide advice on the merits of any investment, does not conduct due diligence on behalf of any User, does not take custody of or handle any funds or securities, and does not have possession, control or authority over any account of any User.

8.2 No transaction-based compensation. Raisegen’s compensation consists exclusively of flat, subscription-based fees for access to the Platform and for the support services described in Article 6.2, as set out in the applicable Engagement Letter. Raisegen does not receive, and will not accept, any commission, success fee, finder’s fee, brokerage point, carried interest, spread, referral fee or other compensation that is contingent upon, or calculated by reference to, the occurrence, size, pricing or terms of any Transaction between Users. This Article states the compensation model of Raisegen Inc. and applies to all Services governed by these Terms. Other entities within the Raisegen group operate under their own terms and their own fee structures in their own jurisdictions, and nothing in this Article is a representation as to those entities.

8.3 No investment advice. Raisegen is not registered as an investment adviser under the Investment Advisers Act of 1940 or under the laws of any State, and does not provide investment advice, financial advice, legal advice, tax advice, accounting advice or appraisal services. Nothing on the Platform constitutes a recommendation to buy, sell, hold or subscribe for any security or to enter into any financing.

8.4 No offer or solicitation. The Platform does not constitute, and nothing on it shall be construed as, an offer to sell or a solicitation of an offer to buy any security or any interest in any project, in any jurisdiction in which such an offer or solicitation would be unlawful. Any offering of securities is made solely by the relevant Real Estate Professional or issuer, on the basis of that party’s own offering documents, and is that party’s sole responsibility.

8.5 Securities compliance is the User’s responsibility. Each Real Estate Professional is solely responsible for determining whether the capital it seeks constitutes a security, for identifying and complying with any applicable registration requirement or exemption (including under Regulation D), for its own compliance with restrictions on general solicitation and advertising, for verification of investor status where required, and for all federal and state filings. Raisegen makes no determination on any of these matters and provides no assurance regarding the availability of any exemption.

8.6 No real estate or mortgage brokerage. Raisegen does not act as a real estate broker, mortgage broker, mortgage loan originator, loan broker, finance lender or commercial loan arranger. Raisegen does not negotiate, arrange, originate, service or make any loan, and does not represent any party in the purchase, sale, lease or financing of real property.

8.7 Not a crowdfunding platform. The Platform is not a crowdfunding platform, is not open to the general public, and does not conduct offerings under Regulation Crowdfunding.

8.8 No fiduciary relationship. Nothing in the Agreement creates a fiduciary, advisory, agency, partnership, joint venture or trust relationship between Raisegen and any User. Raisegen owes no duty of loyalty, no duty of care and no duty of best execution to any User.

8.9 Independent due diligence. Each User acknowledges that information supplied by other Users has not been verified by Raisegen, and that the information available on the Platform does not relieve that User of its obligation to conduct its own investigation, verification, due diligence and analysis, whether legal, financial, tax, regulatory, environmental, technical or operational, and to request directly from any counterparty any additional information it considers necessary.

8.10 Projections and forward-looking statements. Project presentations may contain projections, forecasts, pro forma figures, target returns and other forward-looking statements. Those statements are inherently uncertain, are prepared by the relevant Real Estate Professional, rest on assumptions that may prove incorrect, and are not guarantees of future performance. Past performance is not indicative of future results.

8.11 Risk of loss. Real estate investment and real estate lending involve substantial risk, including illiquidity, leverage risk, construction risk, entitlement risk, market risk, interest rate risk and total loss of capital. Each Professional Investor bears that risk entirely.

ARTICLE 9. FEES, INVOICING AND PAYMENT

9.1 Fee structure. Fees for the Services are flat and subscription-based, and are set out in the applicable Engagement Letter or in the fee schedule then published on the Platform. As of the Effective Date, access to the Platform for Real Estate Professionals is offered on a flat annual platform fee basis per user, covering an unlimited number of projects for that user, and access for Professional Investors is offered free of charge. Raisegen may amend its published fee schedule prospectively in accordance with Article 21.

9.2 No contingent fees. For the avoidance of doubt, and consistent with Article 8.2, no portion of the compensation payable to Raisegen Inc. under these Terms is contingent on the completion of, or calculated by reference to, any Transaction. Fees payable to another Raisegen group entity under that entity’s own terms are outside the scope of these Terms.

9.3 Payment terms. Unless the Engagement Letter provides otherwise, fees are payable by wire transfer or by such other method as Raisegen designates, within thirty (30) days of the invoice date, to the bank details provided by Raisegen. Payment is not final until the funds are actually received by Raisegen.

9.4 Late payment. Any amount not paid when due bears interest from the due date at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, accruing without any requirement of prior demand or notice. The Client shall additionally reimburse Raisegen for all reasonable costs of collection, including reasonable attorneys’ fees and court or arbitration costs.

9.5 Suspension. Raisegen may suspend or terminate the performance of any Service, regardless of its nature or stage of completion, and may suspend Platform access, in the event of non-payment or partial payment of any sum due, a payment incident, a chargeback, fraud or attempted fraud, or an unresolved dispute concerning payment for a previously provided Service.

9.6 Taxes. All fees are exclusive of sales, use, value added, gross receipts, excise and similar taxes, which are the responsibility of the Client, other than taxes based on Raisegen’s net income. If the Client is required by law to withhold any amount, the Client shall gross up the payment so that Raisegen receives the full invoiced amount.

9.7 Discounts. Raisegen may, at its discretion, grant a Client price reductions, discounts or rebates. Any such concession is granted on a one-time basis unless expressly stated otherwise and creates no entitlement for the future.

9.8 Disputed invoices. A Client disputing an invoice in good faith shall notify Raisegen in writing within fifteen (15) days of the invoice date, specifying the disputed item and the basis for the dispute. Undisputed amounts remain payable when due, and the Parties shall discuss the disputed item in good faith.

ARTICLE 10. ACCEPTABLE USE

10.1 Each User agrees not to, and not to permit any third party to:

(a) use the Platform for any unlawful purpose or in violation of any applicable law, including securities, lending, licensing, sanctions, anti-money laundering, anti-corruption, privacy or consumer protection law;

(b) submit information that is false, misleading, fraudulent, incomplete in a material respect, or that the User does not have the right to submit;

(c) circumvent, disable or interfere with any security feature, access control, rate limit or verification mechanism of the Platform;

(d) scrape, crawl, harvest, index, mirror, frame or systematically extract data from the Platform by any automated or manual means, or use the Platform to build, train or improve any competing product, dataset or model;

(e) reverse engineer, decompile, disassemble or attempt to derive the source code, structure or underlying ideas of the Platform, except to the extent that restriction is prohibited by applicable law;

(f) upload or transmit any virus, worm, malicious code or other harmful component, or conduct any penetration test, load test or vulnerability scan without Raisegen’s prior written authorization;

(g) impersonate any person or entity, or misrepresent an affiliation with any person or entity;

(h) use another User’s account, or grant access to the Platform to any person that has not completed Onboarding;

(i) use contact details obtained through the Platform for unsolicited marketing, spam or any purpose unrelated to the evaluation or pursuit of a project presented on the Platform;

(j) resell, sublicense, rent, lease or otherwise commercialize access to the Platform or to any content obtained through it; or

(k) take any action that imposes an unreasonable or disproportionate load on the Platform infrastructure.

10.2 Raisegen may investigate any suspected violation of this Article and may suspend or terminate access, remove content and cooperate with law enforcement, without liability to the User.

ARTICLE 11. NON-COMPLIANCE AND CONSEQUENCES

11.1 In the event of a failure to comply with the Agreement, a payment incident, the provision of inaccurate information during Onboarding, or conduct likely to harm the interests of Raisegen or of any other User, Raisegen may suspend or restrict that User’s access to the Platform, in whole or in part, with immediate effect.

11.2 Raisegen may decline to contract with any person that has previously been excluded or sanctioned for conduct contrary to the Agreement.

11.3 Raisegen may terminate any Engagement Letter without prior notice in the event of non-payment, on the terms set out in Article 9 and Article 20.

ARTICLE 12. CLIENT CONTENT AND LICENSE

12.1 Ownership. As between the Parties, each User retains all right, title and interest in and to its Client Content.

12.2 License to Raisegen. Each User grants Raisegen a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, adapt, format, translate, display, transmit and distribute its Client Content, solely for the purposes of operating and improving the Platform, performing the Services, and displaying that Client Content to other Users in accordance with the User’s selected settings. This license terminates on deletion of the Client Content, subject to retention required for legal, regulatory, audit, backup and dispute resolution purposes.

12.3 Aggregated data. Raisegen may generate and use aggregated and de-identified data derived from Platform activity for analytics, benchmarking, product development and the production of market indicators, provided that such data does not identify any User or any specific project.

12.4 User warranties. Each User represents and warrants that it holds all rights necessary to grant the license in Article 12.2, that its Client Content does not infringe any third party right, and that its Client Content does not contain any material non-public information that it is not permitted to disclose.

12.5 Removal. Raisegen may remove, restrict or refuse to display any Client Content at its discretion, including where Raisegen believes that content violates the Agreement or applicable law, without any obligation to monitor content.

12.6 Feedback. If a User provides suggestions, ideas or feedback regarding the Platform, Raisegen may use and exploit that feedback without restriction, attribution or compensation.

ARTICLE 13. CONFIDENTIALITY

13.1 Each Party shall keep confidential all non-public information disclosed to it by another Party in connection with the Platform, including project information, financial information, commercial terms, and the contents of any Engagement Letter, and shall use that information solely for the purpose for which it was disclosed.

13.2 The obligation in Article 13.1 does not apply to information that is or becomes publicly available other than through a breach of the Agreement, was lawfully in the receiving Party’s possession without a duty of confidentiality before disclosure, is independently developed without reference to the disclosing Party’s information, or is lawfully received from a third party without restriction.

13.3 A receiving Party may disclose confidential information where required by law, regulation, court order or the request of a competent authority, provided that, where legally permitted, it gives the disclosing Party reasonable prior notice.

13.4 This Article survives termination of the Agreement for a period of three (3) years, and indefinitely with respect to any information constituting a trade secret under applicable law.

ARTICLE 14. INTELLECTUAL PROPERTY

14.1 Ownership. All elements of the Platform, whether visual or audio, including text, layouts, illustrations, photographs, documents, interfaces, databases and the underlying technology, are protected by Intellectual Property Rights. Raisegen owns, or holds the required licenses to, all Intellectual Property Rights attached to the Platform, its component elements, and the concepts and editorial content used or distributed on it.

14.2 No implied license. Nothing in the Agreement may be construed as conferring on any User, expressly or by implication, estoppel or otherwise, any right to the names, trademarks, service marks, logos, acronyms or other distinctive signs of Raisegen. Users are prohibited from reproducing or exploiting the studies, illustrations, presentations and photographs made available on the Platform without the express, prior written authorization of Raisegen, which Raisegen may condition on financial consideration.

14.3 Work product. Raisegen retains all Intellectual Property Rights in any methodology, algorithm, model, template, tool or other work product developed in the course of performing the Services, subject to any deliverable expressly assigned to a Client under an Engagement Letter.

14.4 Copyright complaints. Raisegen respects the intellectual property of others. If you believe that material on the Platform infringes your copyright, please send a notice under the Digital Millennium Copyright Act, 17 U.S.C. Section 512, to Raisegen’s designated agent at Raisegen Inc., Attention: DMCA Agent, 2108 N Street, Suite N, Sacramento, California 95816, email contact@raisegen.com. Your notice must include: a physical or electronic signature; identification of the copyrighted work claimed to be infringed; identification of the material claimed to be infringing and information reasonably sufficient to locate it; your contact information; a statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent or the law; and a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the owner. Raisegen will respond to valid notices and will terminate, in appropriate circumstances, the accounts of repeat infringers.

ARTICLE 15. PRIVACY AND DATA PROTECTION

15.1 Raisegen processes personal information in accordance with its Privacy Policy, available on the Platform, which is incorporated into the Agreement by reference.

15.2 Where a User submits to Raisegen personal information relating to any individual other than itself, that User represents that it has provided all required notices and obtained all required consents or has another lawful basis for that disclosure.

15.3 Raisegen implements commercially reasonable technical and organizational measures designed to protect information stored on the Platform. No method of transmission or storage is completely secure, and Raisegen does not warrant that unauthorized access will never occur.

15.4 Each User consents to receive communications from Raisegen electronically, including notices, disclosures, agreements and account information, and agrees that electronic delivery satisfies any legal requirement that such communications be in writing.

ARTICLE 16. THIRD PARTY SERVICES AND LINKS

16.1 The Platform may contain links to, or integrate with, third party websites, applications and services, including authentication providers, payment processors, data providers and verification vendors. Raisegen does not control those third parties, does not endorse them, and is not responsible for their content, availability, security, practices or terms.

16.2 Use of a third party service is subject to that third party’s own terms, and any dispute concerning it is solely between the User and that third party.

ARTICLE 17. DISCLAIMER OF WARRANTIES

17.1 THE PLATFORM, THE SERVICES AND ALL CONTENT MADE AVAILABLE THROUGH THEM ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

17.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RAISEGEN AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

17.3 WITHOUT LIMITING THE FOREGOING, RAISEGEN DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM IS FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INDICATOR, PROJECTION OR OTHER INFORMATION MADE AVAILABLE THROUGH THE PLATFORM IS ACCURATE, COMPLETE, CURRENT OR RELIABLE.

17.4 RAISEGEN MAKES NO WARRANTY REGARDING THE IDENTITY, SOLVENCY, CREDITWORTHINESS, LICENSING, TRACK RECORD, INTEGRITY OR PERFORMANCE OF ANY USER, OR THE QUALITY, LEGALITY OR VIABILITY OF ANY PROJECT OR TRANSACTION.

17.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM RAISEGEN OR THROUGH THE PLATFORM CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

ARTICLE 18. LIMITATION OF LIABILITY

18.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RAISEGEN AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, CAPITAL, BUSINESS, OPPORTUNITY, GOODWILL, ANTICIPATED SAVINGS OR DATA, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, THE PLATFORM OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, STATUTE OR ANY OTHER THEORY, AND WHETHER OR NOT RAISEGEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 EACH USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT ANY LOSS SUSTAINED IN CONNECTION WITH A TRANSACTION, INCLUDING LOSS OF INVESTED OR LENT CAPITAL, LOSS OF EXPECTED RETURN, AND ANY LOSS RESULTING FROM THE ACT, OMISSION, DEFAULT, INSOLVENCY OR FRAUD OF ANOTHER USER, CONSTITUTES INDIRECT DAMAGE FOR WHICH RAISEGEN BEARS NO LIABILITY.

18.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF RAISEGEN ARISING OUT OF OR RELATING TO THE AGREEMENT, THE PLATFORM AND THE SERVICES, FOR ALL CLAIMS COMBINED, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE CLAIMING CLIENT TO RAISEGEN UNDER THE APPLICABLE ENGAGEMENT LETTER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WHERE A USER HAS PAID NO FEES, RAISEGEN’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (US$100).

18.4 RAISEGEN IS A THIRD PARTY TO EVERY TRANSACTION ENTERED INTO BETWEEN USERS. EACH USER REMAINS FREE TO ENTER INTO OR DECLINE ANY TRANSACTION AND TO NEGOTIATE ITS TERMS FREELY. RAISEGEN SHALL HAVE NO LIABILITY FOR THE CONDUCT OF NEGOTIATIONS BETWEEN USERS, FOR THE CONCLUSION OR NON-CONCLUSION OF ANY AGREEMENT BETWEEN USERS, FOR THE PERFORMANCE OR NON-PERFORMANCE OF ANY SUCH AGREEMENT, OR FOR ANY DAMAGE ARISING IN THAT CONTEXT, WHETHER IN CONTRACT, TORT OR OTHERWISE.

18.5 The Parties acknowledge that the allocation of risk in Articles 17 and 18 is a fundamental basis of the bargain between them, that the fees charged reflect that allocation, and that these limitations apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain exclusions or limitations of liability, in which case the exclusions and limitations above apply to the fullest extent permitted by applicable law.

18.6 Time limit. To the maximum extent permitted by applicable law, any claim arising out of or relating to the Agreement, the Platform or the Services must be brought within one (1) year after the claim accrues, failing which the claim is permanently barred.

ARTICLE 19. INDEMNIFICATION

19.1 Each User shall defend, indemnify and hold harmless Raisegen and its Affiliates, officers, directors, employees, agents, licensors and suppliers from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, judgments, settlements, penalties, fines, costs and expenses, including reasonable attorneys’ fees, arising out of or relating to:

(a) the User’s access to or use of the Platform or the Services;

(b) the User’s Client Content, including any claim that it is inaccurate, misleading or infringing;

(d) the User’s violation of any applicable law, including securities, lending, licensing, sanctions, anti-money laundering or privacy law;

(e) any Transaction to which the User is a party, or any dispute between the User and another User; and

(f) the User’s negligence, willful misconduct or fraud.

19.2 Raisegen shall notify the indemnifying User of any claim for which indemnification is sought, and may participate in the defense at its own expense. No settlement that imposes any obligation or admission on Raisegen may be entered into without Raisegen’s prior written consent.

ARTICLE 20. TERM, SUSPENSION AND TERMINATION

20.1 Term. The Agreement takes effect on the date the User first accesses the Platform or creates an account, whichever is earlier, and continues until terminated in accordance with this Article.

20.2 Termination for convenience. Either Party may terminate a User account on thirty (30) days’ written notice, subject to the term and any minimum commitment set out in the applicable Engagement Letter. Termination does not entitle the Client to any refund of fees paid.

20.3 Termination for cause. In the event of a material breach by a Party of its obligations under the Agreement or any Engagement Letter, the other Party may terminate the relevant Engagement Letter if the breach remains uncured ten (10) calendar days after written notice of default is sent by email, certified mail return receipt requested, courier or personal delivery, unless the Engagement Letter provides otherwise.

20.4 Immediate termination. In the event of non-payment, or of a breach of the rules governing use of the Platform set out in Articles 4, 5, 8, 10 or 13, termination takes effect on dispatch of the notice of default, without a cure period.

20.5 Effect of termination. On termination, the User’s right to access the Platform ceases immediately. Raisegen may deactivate the account and delete Client Content, subject to retention required for legal, regulatory, audit or dispute resolution purposes. All amounts accrued and unpaid become immediately due.

20.6 Survival. Articles 1, 3.3, 8, 9 (with respect to accrued amounts), 12.2 to 12.6, 13, 14, 17, 18, 19, 20.5, 20.6, 22, 23 and 24 survive termination or expiration of the Agreement.

ARTICLE 21. MODIFICATION OF THE TERMS

21.1 Raisegen may modify the Platform, the Services, the Onboarding procedure and these Terms at any time. Modifications take effect on the date indicated on the Platform.

21.2 Where a modification is material, Raisegen will provide reasonable prior notice, by posting on the Platform or by email to the address associated with the account. Continued use of the Platform after the effective date of a modification constitutes acceptance of the modified Terms. A User that does not accept a modification must cease using the Platform and may terminate its account under Article 20.2.

21.3 Modifications to these Terms do not retroactively alter the fees agreed in an Engagement Letter already in force for its remaining term.

ARTICLE 22. DISPUTE RESOLUTION, ARBITRATION AND WAIVERS

PLEASE READ THIS ARTICLE CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS AND REQUIRES DISPUTES TO BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS.

22.1 Informal resolution. Before commencing any proceeding, the Parties shall attempt in good faith to resolve any dispute through discussion. The Party raising the dispute shall send a written notice describing the dispute and the relief sought to contact@raisegen.com or, in the case of a notice from Raisegen, to the email address associated with the User’s account. If the dispute is not resolved within thirty (30) days of that notice, either Party may proceed under Article 22.2.

22.2 Binding arbitration. Any dispute, claim or controversy arising out of or relating to the Agreement, the Platform or the Services, including its formation, interpretation, breach, termination, validity or enforceability, shall be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted by one (1) arbitrator, shall take place in Sacramento County, California, and shall be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act, 9 U.S.C. Sections 1 et seq., governs the interpretation and enforcement of this Article.

22.3 Class action waiver. ALL CLAIMS MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR HAS NO AUTHORITY TO CONSOLIDATE CLAIMS OR TO PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING.

22.4 Jury trial waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT.

22.5 Injunctive relief. Notwithstanding Article 22.2, either Party may seek temporary or preliminary injunctive relief or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of its Intellectual Property Rights or breach of Article 13, without posting bond and without waiving any right to arbitration.

22.6 Forum for non-arbitrable matters. To the extent any dispute is found not to be subject to arbitration, the Parties submit to the exclusive jurisdiction of the state and federal courts located in Sacramento County, California, and waive any objection based on venue or forum non conveniens.

22.7 Severability of this Article. If Article 22.3 is held unenforceable as to a particular claim, that claim shall be severed and brought in the courts identified in Article 22.6, and the remainder of this Article continues to apply.

ARTICLE 23. GOVERNING LAW

The Agreement and any dispute arising out of or relating to it are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles, and, where applicable, the federal laws of the United States. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

ARTICLE 24. GENERAL PROVISIONS

24.1 Independence of the Parties. Nothing in the Agreement creates an agency, partnership, joint venture, franchise or employment relationship between the Parties. Neither Party acts as the commercial agent or business partner of the other, and neither Party may represent to any third party that it has authority to bind the other.

24.2 Entire agreement. The Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous proposals, understandings, representations and communications, whether oral or written. Each User waives the right to invoke any other document, including its own general terms and conditions of purchase, which are expressly excluded regardless of when or how they are communicated.

24.3 Pre-contractual information. Each Client acknowledges that it has received all information necessary to enable it to commit in full knowledge of the facts, and that the Parties have communicated to each other all information known to them that they knew to be determinative of the other’s consent.

24.4 Severability. If any provision of the Agreement is held invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed, and the remaining provisions continue in full force and effect. Any severed or modified provision shall be replaced by a valid provision reflecting as closely as possible the intention of the Parties and the economic purpose of the original.

24.5 No waiver. The failure or delay of a Party to enforce any provision of the Agreement, whether permanently or temporarily, shall not be construed as a waiver of that provision or of any right or remedy for the future. No waiver is effective unless in writing and signed by the waiving Party.

24.6 Force majeure. Neither Party shall be liable for any failure or delay in performing its obligations, other than an obligation to pay money already due, to the extent caused by an event beyond its reasonable control, including acts of God, natural disaster, fire, flood, earthquake, epidemic or pandemic, war, terrorism, civil unrest, labor dispute, governmental action, embargo, sanctions, failure of the internet or of telecommunications or hosting providers, cyberattack, or power failure. The affected Party shall notify the other Party promptly and shall use reasonable efforts to resume performance.

24.7 Allocation of changed circumstances. Each Party assumes the risk that circumstances may change after the Agreement is entered into, including changes that render performance more onerous than anticipated, and shall bear the economic and financial consequences of those changes. This provision does not limit Article 24.6.

24.8 Specific performance. The Parties agree that their respective commitments under the Agreement may, in the event of non-performance, be enforced by specific performance, without prejudice to any additional damages the aggrieved Party may seek, and each Party waives any requirement to demonstrate the inadequacy of monetary damages for that purpose.

24.9 Evidence. Each User acknowledges the validity and probative value of electronic exchanges and records maintained by Raisegen, including logs, timestamps and audit trails, and agrees that they have the same evidentiary weight as a signed writing. Electronic signatures and electronic records satisfy the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sections 7001 et seq., and the California Uniform Electronic Transactions Act, California Civil Code Sections 1633.1 et seq.

24.10 Assignment and change of control. No User may assign or transfer the Agreement, in whole or in part, without Raisegen’s prior written consent, except to an Affiliate or in connection with a merger, reorganization or sale of all or substantially all of its assets, provided the assignee assumes all obligations in writing. Raisegen may assign or transfer the Agreement and its rights and obligations under it without consent. In the event of a total or partial transfer of Raisegen’s business, the Agreement remains binding on the Parties and on their respective successors and permitted assigns.

24.11 Notices. Notices to Raisegen shall be sent to contact@raisegen.com and, where a physical notice is required, to Raisegen Inc., 2108 N Street, Suite N, Sacramento, California 95816, Attention: Legal. Notices to a User shall be sent to the email address associated with that User’s account. A notice sent by email is deemed received on the business day following dispatch, absent a delivery failure message.

24.12 No third party beneficiaries. Except for the indemnified parties identified in Article 19, the Agreement confers no rights on any person that is not a Party.

24.13 Export and anti-corruption compliance. Each User shall comply with all applicable United States export control laws and regulations, including the Export Administration Regulations, and with the Foreign Corrupt Practices Act, 15 U.S.C. Sections 78dd-1 et seq., and shall not offer, pay, promise or authorize any improper payment in connection with the Platform or any Transaction.

24.14 Anti-money laundering. Each User shall comply with all applicable anti-money laundering and counter-terrorist financing laws, including the Bank Secrecy Act and the USA PATRIOT Act, and shall cooperate with any KYC request made by Raisegen. Raisegen may report suspicious activity to the competent authorities and may suspend access without prior notice where required to do so.

24.15 Headings and interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation”. References to a statute include any successor provision and the rules made under it. The Agreement shall not be construed against the drafting Party.

24.16 Language. The Agreement is drafted in English. Any translation is provided for convenience only, and the English version controls in the event of any inconsistency.

ARTICLE 25. EXCEPTIONAL CONTRACTUAL ARRANGEMENTS

25.1 By way of exception, where the Platform is not fully operational or experiences technical limitations preventing its normal use, Raisegen expressly reserves the right to enter into a separate written agreement, negotiated on a case-by-case basis, with any affected Client or User.

25.2 Any such agreement may be concluded outside the standard framework offered by the Platform and shall prevail, as a special agreement, over the technical modalities usually offered online. It shall remain fully binding and shall expressly refer to the version of these Terms in force at the time of contracting.

25.3 In the event of conflict, a special agreement concluded under this Article prevails over the general provisions of these Terms with respect to the subject matter of that conflict.

25.4 Raisegen undertakes to act in good faith and in accordance with the implied covenant of good faith and fair dealing recognized under California law, both in the negotiation and in the performance of any agreement concluded under this Article.

ARTICLE 26. CONTACT

Raisegen Inc.
2108 N Street, Suite N
Sacramento, California 95816
United States of America

All inquiries, including legal and contractual notices: contact@raisegen.com
Platform: https://raisegen.com

ACKNOWLEDGMENT

BY CREATING AN ACCOUNT, ACCESSING THE PLATFORM OR EXECUTING AN ENGAGEMENT LETTER, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, THAT YOU UNDERSTAND THEM, AND THAT YOU AGREE TO BE BOUND BY THEM.

Raisegen Inc., a California corporation
California Secretary of State entity number B20260191492
2108 N Street, Suite N, Sacramento, California 95816, United States of America
contact@raisegen.com | raisegen.com | app.raisegen.com