Terms and conditions for Seat Holders:

By "Signing Up" and confirming my Seat Holder Profile, I understand I will be seeking a Seat Holder Membership and acting as either/or a financial intermediary, managers, consultants, capital partners, investment bankers, brokers-dealers, investment advisors and/or other financial and non-financial professional with an interest in sponsoring Entrepreneurs and their projects who are interested in being listed on OurExchange LLC ("OurExchange"). I understand through OurExchange, I am essential in Entrepreneurs generating their listings on OurExchange and that none of my sponsored Entrepreneur listings become active without my final approval, the confirmation of which is represented by my uploading that Entrepreneur's Presentation and Compliance documents. I further agree that for my sponsored projects, where there may be an absence of a complete set of Presentation and Compliance documents (prepared and/or reviewed by a qualified SEC Attorney), I will utilize OurExchange's Document Preparation providers, which have been pre-approved for use and shall order needed Document(s) within the Entrepreneur's Project Profile, which when transmitted is paid for by the Entrepreneur. I further understand that, where applicable regulations allow, I shall be compensated in accordance to OurExchange's current "Seat Holder Compensation Policy", for any transactions for my Sponsored Entrepreneurs, but shall remain an independent contractor and shall not an agent, executive, owner and/or employee of OurExchange.

I make full representation as to my legal status to participate in such a Private Placement Offering. The SEC refers to qualified participants as “Covered Persons”, “Brokers” and/or “Non-broker Intermediaries” who engage with clients seeking to raise capital pursuant to Rule 506 of Regulation D under the Securities Act of 1933 and further have such Private Placement Securities offered to Accredit Investors in Private Placement offerings. Understanding the categories of persons that are covered by Rule 506(d) is important because Issuers are required to conduct a factual inquiry to determine whether any Covered Persons have had a “Disqualifying Event”, and the existence of such an event will either disqualify the offering from reliance on Rule 506 or shall be disclosed to the OurExchange requiring additional approval and/or disclosures to investors (Funders).

For further assistance the different categories of disqualifying events please visit the SEC “Small Entity Compliance Guide”

OurExchange

Seat Holder CODE OF CONDUCT

OurExchange is a private Limited liability Company with certain Member who represent Financial Intermediaries, Managers and Brokers in the United States, advocating the highest level of professionalism and conduct. In so doing, OurExchange qualifies its Members and binds them to the OurExchange Code of Conduct (the Code) as a condition of Membership.

The Managing Member of OurExchange acts as the mouthpiece for its Members, seeking to constructively engage all stakeholders, including investors, government, regulators, entrepreneurs, financial services providers, the media and other relevant entities. OurExchange promotes the practice of good corporate governance in all Crowdfunding Platforms and their Intermediaries and promotes professionalism and insists that professional conduct is derived from, and is sustained by competence, transparency and ethical behavior.

The objectives of this Code:

  1. To ensure that Members comply with best practices within Crowdfunding operations, covering both its strategic and operational activities. That OurExchange executives and management teams hold themselves directly accountable, both individually and collectively for the Crowdfunding process and protocol; to Members, Investors, regulators and other stakeholders.
  2. To protect, promote and advance the image, standing and common interest of its Members. To consistently promote the improvement and standard of investments and services provided within the Crowdfunding industry. By enforcing the Code, OurExchange strives to remain recognized and trusted as an important contributor to the economy and society at large.
  3. To promote and uphold high ethical standards and good business practices within the Crowdfunding industry, thereby ensuring the maintenance of good image and reputation of the industry as a whole.
  4. To inform current and potential investors that the OurExchange Code of Conduct is a self-imposed standard that distinguishes its Members from average Crowdfunding industry expectations.
  5. To ensure that Crowdfunding stays relevant to the needs of the financial services industry as well as being congruent with legislative and regulatory changes, and that it is kept alive through inclusion at strategic, operational and risk management levels.

CORE VALUES AS AN ORGANIZATION:

Professionalism: Members aspire to propagate and elevate levels of professionalism amongst themselves and in so doing, ensure that Investors, engaging with OurExchange Members, experience a high degree of work ethics, positive interactions and ultimately a value added outcome in Crowdfunding.

Service:Service excellence is a highly valued and respected professional quality. Members recognize that a sustainable existence is dependent upon strong investor relationships, culminating from excellent Crowdfunding service delivery.

Leadership:OurExchange leads its Members with measured courage and contribute meaningfully to the enhancement of the Crowdfunding industry and its stakeholders.

Trust:Trust is sacrosanct and a non-negotiable fundamental value that is upheld by OurExchange and its Members. Investor trust manifests in the fact that OurExchange members are all appropriately authorized or mandated in terms of applicable legislation and must adhere to a strict Code of Ethics.

Trust:Trust is sacrosanct and a non-negotiable fundamental value that is upheld by OurExchange and its Members. Investor trust manifests in the fact that OurExchange members are all appropriately authorized or mandated in terms of applicable legislation and must adhere to a strict Code of Ethics.

In General

The Code covers all Crowdfunding services provided by the Members of OurExchange.

The Code exists within the legal and regulatory environment in which OurExchange Members operate and will be subject to such regulatory measures. If a OurExchange Member fails to comply with the Code of Ethics or other generally accepted practices of good corporate governance, such as the recommendations and general principles found within Sarbanes–Oxley, OurExchange may revoke the membership of such a Member.

Review of the Code

This Code will be reviewed regularly, by the Managing Member at least once each year, and/or, on an ad hoc basis, when and if deemed necessary. Moreover, it may also be reviewed by a subject or market related expert, to assure the integrity of its content, including its relevance to the Crowdfunding Industry. The review process will take into account any changes in objectives and needs by OurExchange or the Crowdfunding Industry at the time of review. Any amendments or new Code of Conducts will be approved and adopted by the OurExchange and its Members. Any amendments / updates to the Code of Conduct will be provided to all the OurExchange Members within 30 days of changes.

REPORTING ON NON-COMPLIANCE:

Alleged non-compliance with the Code of ethics must be reported to OurExchange by any Member who may have knowledge of such non-compliance. A reporting non-compliance with the Code of Ethics by a OurExchange Member must be in writing. The report must be lodged immediately once knowledge of the incident has occurring with any pertinent information on the non-compliance incident and the parties involved.

By clicking the Items below, I agree As a MEMBER I undertake that:

Once confirmed as a Member I will observe and comply with the requirements of OurExchange Code of Conduct.

Once confirmed as a Member I will help create public awareness of my membership in OurExchange, my measures and the Code of Conduct. The commitment of my membership is underpinned by achieving high ethical standards within the Crowdfunding industry and I acknowledged it is essential to OurExchange professional practices.

Once confirmed as a Member I will at all times, and in relation to Crowdfunding and all other parties, conduct my business activities in the utmost of good faith, honesty, integrity and transparency. I will consistently uphold the interests and needs of entrepreneurs and investors before any other consideration.

Once confirmed as a Member I will ensure that any information acquired by any Member from an investor will not be used or disclosed unless the written consent of the investor has been obtained to do so, except in the course of negotiating, maintaining, renewing or servicing the investor’s financial needs or where required by law.

Once confirmed as a Member I will at all times comply with legislation relating to the Crowdfunding industry. In particular, I will never offer advice or render intermediary services in respect to financial products for which I am unauthorized. I will not act in a manner which may harm or prejudice the image of OurExchange, the Crowdfunding industry or its Members and I will not, without prior authorization, express OurExchange’s views in public without prior authorization.

Once confirmed as a Member I will ensure that my employees fully understand my Member obligations under the Code of Conduct, and any other guidelines that may be issued by OurExchange.

I confirm my forgoing qualification as a “Member” and affirm I have no Disqualify Events which would prevent me from participating in Private Placement Offerings and that my information posted in my Seat Holder Profile will be true and accurate as of the confirmation date hereof. I further agree that my Member qualification will be confirmed by a representative of OurExchange, using its own independent verification process and that this verification may be required to be re-confirmed every 90 days and also prior to consummation of any transaction, for listings of a Private Placement Offering on OurExchange.

I represent, warrant and agree that the act of “Clicking” this these terms and conditions

  1. is an agreement to transmit my confirmation along with my IP Address and the information contained herein by electronic means,
  2. is a confirmation that represents my electronic signature on this Member qualification confirmation, and
  3. the confirmations contained herein is true and correct in all respects as of the date I electronically transmit these terms and conditions.

I AGREE TO BE GOVERNED AND HERBY AGREE TO ABIDE BY THE CODE OF CONDUCT AS DESCRIBED IN THESE TERMS AND CONDITIONS.

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