Last modified: August 5, 2022

Terms and Conditions

Welcome to the crowdfunding platform (the “Platform”) of Propsi, Inc. (“Propsi”, “us”, “we” or the “Company”). Propsi operates the www.propsi.com website (the “Website”) and these Terms and Conditions (the “Terms”) govern your access and use of the Website and all services available through the Website and the Platform (collectively, the “Services”). By accessing or using our Platform or Website, including any subdomain, you (the “User” or “you”) represent to have read, understood and agreed to be bound by all of these Terms, regardless of whether you are a registered User. Please read these Terms carefully before using the Website. By using the Website and the Services, you attest that (i) you are at least 18 years old; (ii) you are able to form legally binding contracts or are under the age of majority; (iii) you are a non-US citizen, resident or taxpayer; (iv) your access and use of the Website does not violate the laws of your country of residence; (v) you have a valid User ID and password. Any information that you supply to the Company will be governed by these Terms and as well as the Website’s privacy policy (the “Privacy Policy”), as they may be updated from time to time by the Company. You agree to abide by the rules and policies established from time to time by the Company. Changes may be made to these Terms from time to time. Your continued use of the Website will be deemed an acceptance to any amended or updated Terms. The Company reserves the right to change, update or cease to offer the Website or any part thereof at any time. The Platform and the Service are offered subject to the acceptance of these Terms and to the Privacy Policy, as well as any other operating rules, policies and procedures that may be published on the Website by Propsi, which are incorporated by reference and may be updated without notice.

No Investment Advice or Solicitation

Propsi is not an investment firm and does not provide investment advice. Any information contained on the Website or the Services is for information purposes only, and does not constitute investment, financial, legal, tax or other advice. You agree that all decisions you make on investment matters are your full responsibility, and you agree to consult with your own tax, legal and financial advisors before making any investment decisions. The investment opportunities on the Website are offered and sold through private placements and as such, are restricted, illiquid and not publicly traded. Each investment opportunity contains a summary of the principal business terms and are intended for informational purposes only. Each opportunity is qualified in its entirety by reference to more detailed terms and conditions contained on the in the investor document package. You agree to accept full responsibility for any investment you make. The Company, its Website and Services are not a substitute for the advice or services of a tax, legal or financial advisor. You understand that purchase of investment securities through the Services involves risk of loss. The value of investments and their income can fall as well as rise. Past performance is not a guarantee of future performance. WITHOUT LIMITING ANYTHING IN THESE TERMS, THE COMPANY MAKES NO WARRANTIES AND BEARS NO LIABILITY WITH RESPECT TO ANY INVESTMENTS, SECURITIES OR THE PERFORMANCE THEREOF. Except as otherwise expressly noted, no information or communication contained on the Website, the Platform or the Services shall constitute an offer to buy or sell or a solicitation of an offer to buy or sell investments, securities or any other financial instruments. Further, the information contained on the Website, the Platform or the Services does not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any state or jurisdiction in which such an offer or solicitation is not authorized or permitted, or to any person to whom it is unlawful to make such offer or solicitation. You represent that you understand and acknowledge that Propsi is not a bank or depository institution. Any investment securities available through the Services are not depository bank accounts, and therefore are not insured by the Federal Deposit Insurance Corporation or by any other governmental agency.

Account

To complete the registration process, you must create an account and become a registered user of the Website. Your account shall allow you to participate in the Platform and in the Services, subject to these Terms and our Privacy Policy. Propsi reserves the right to refuse to allow a user to register or use the Platform or the Services for any reason, at the Company’s sole discretion. Some features or services offered on or through the Website may require you to open an account and set up a proﬁle, providing personally-identiﬁable information, including but not limited to your name, one or more proof of ID, your address, your email address, a password and specific information about your ﬁnancial situation (collectively, your “Client Information”). You must keep us informed of any change in your Client Information. You can update such information by emailing us at info@propsi.com The information you provide may be visible to Propsi and its employees and contractors in order to provide the Services. You are entirely responsible for maintaining the conﬁdentiality of your username and password. You agree to immediately notify Propsi of any unauthorized use of your account or password. You are fully and solely responsible for the security of your computer system and all activity on your account, even if such activities were not committed by you. The Company will not be responsible for any losses arising out of the unauthorized use of your account and you agree to indemnify and hold harmless the Company and its directors, ofﬁcers, equity holders, employees, partners, parents, subsidiaries, agents, afﬁliates, and licensors (collectively, “Afﬁliates”), as applicable, for any improper, unauthorized or illegal uses of your account.

Termination

You agree that Propsi may for any reason, in its sole discretion and without notice, terminate, disable, or limit your access to, or use of, this Website and the Services for any reason, including without limitation, if we believe that you have violated or acted inconsistently with any portion of these Terms. Grounds for such termination may include, but are not limited to (i) extended periods of inactivity, (ii) violation of these Terms, (iii) fraudulent, harassing or abusive behavior, (iv) behavior that is harmful to other users, third parties, or the business interests of the Company or (v) infringement of third-party intellectual property rights. If Propsi believes, in its sole discretion, that a violation of these Terms or any illegal or inappropriate behavior has occurred, we may take any corrective action deemed appropriate. Propsi will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone believed to have violated these Terms or to have engaged in illegal behavior in the use of the Services. You may terminate your account at any time by emailing us at info@propsi.com Any suspension, termination, or cancellation shall not affect your obligations to the Company under these Terms (including but not limited to ownership, intellectual property, indemnification, and limitation of liability), which are intended to survive such suspension, termination, or cancellation.

Consent to Electronic Transactions, Third-Party Service Providers

Because the Company mostly operates on the Internet, it is necessary for you to consent to do business with us online and electronically. Before you decide to transact business electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which supports secure sessions; and hardware capable of running this software. You agree to provide us with updated information regarding your bank or other account upon the Company’s request and at any time that the information earlier provided is no longer valid. You must also consent to our giving you certain disclosures electronically, either through our Site or to the email address you provide to us. By agreeing to the Terms and Conditions, you agree to receive electronically all documents, communications, notices, contracts, agreements, forms, schedules or information statements, arising from or relating to your registration as an investor on our Website, to any investments you may make on our Platform, to your use of this Service, and to the servicing of any investment you may make. In order to provide the Services, Propsi may use third-party service providers (the “Third Party Platform”), such as those provided by online payment and transfer of funds companies. In such a case, you agree, if required, to open an account with such Third Party Platform, and follow all instructions contained in their respective terms and services and privacy policy. You also agree and authorize Propsi to collect and share your Client Information to the Third Party Platform and you are responsible for the accuracy and completeness of such data. You understand and agree that Propsi and the Third Party Platform are different companies, and that Propsi does not provide any representation and warranty with regards to the Third Party Platform, its services, its officers and representatives, or any aspect of its relationship with you. You agree to indemnify Propsi for any losses we incur based on your failure to provide accurate, truthful, or complete information, or to use the Website for any unauthorized or illegal purposes. Further, you agree to indemnify Propsi for any fee, cost or expense assessed against Propsi by the Third Party Platform due to insufficient funds in your bank account or due to any reason within your control.

Proprietary Rights

All content on the Site, including but not limited to designs, texts, images, graphics, pictures, video, information, software, music, sound and other elements, and their selection and arrangement (the “Website Content”), are our proprietary property with all rights reserved. No Website Content may be used, modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Propsi’s prior written consent. If you are an authorized User of the Website, you are granted a limited license to access and use the Website and to download or print a copy of any portion of the Website Content but only for your personal use, and so long as you maintain such portions confidential and all copyright or other proprietary notices intact. You may not republish Website Content on any other website or incorporate it in any other database or compilation, and any other use of the Website Content is strictly prohibited. Unless explicitly stated herein, nothing in these Terms and Conditions shall be construed as having granted any license to intellectual property rights. This license shall be revocable by the Company at any time without notice and with or without cause.

Prohibited Uses

You agree not to use the Website to:

use the Website, Platform or Service in any manner that could damage, disable, overburden or impair the Service, or interfere with any other party’s use and enjoyment of the Website, Platform or Service;

attempt to gain unauthorized access to the Website, the Platform or the Services, through hacking, or use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Website, Platform or Services;

create user accounts by automated means or under false pretenses, or impersonate another person or entity;

harvest, collect or store personal data about other Users;

modify, adapt, translate, sell, reverse engineer, obtain the code, decompile or disassemble any portion of the Website, application or Services;

take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or application;

frame or mirror any portion of the Website, place pop-up windows over its pages, or otherwise affect the display of its pages.

send, allow, enable, or support the transmission of mass unsolicited, unauthorized commercial advertising or solicitations via e-mail (spam);

transmit any software or materials that contain any viruses, worms, Trojan horses, defects, or other items of a destructive nature or interfere with or disrupt or damage the Website or its security including but not limited to denial of service attacks, forged routing or email address information or similar methods or technology;

engage in malicious activities such as defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, or sending any message that is unlawful, libelous, defamatory, abusive, obscene, sexually explicit, threatening, vulgar, profane, racially offensive, discriminatory, or otherwise objectionable, as determined by Propsi in its sole discretion;

engage in any activity that interferes with any third party’s ability to use or enjoy the Website or which violates the rights of others;

upload, post e-mail or transmit, or otherwise make available through the Services, any content that infringe any patent, trademark, trade secret, copyright, right of publicity or other right of others;

use any meta tags or any other “hidden text” utilizing the Propsi name, trademarks, or product names;

attempt to use another User’s account, impersonate another person or entity, misrepresent your affiliation with a person or entity, including (without limitation) Propsi or create or use a false identity;

use the Website, Platform or Service for any illegal or unauthorized purpose, including violate or encourage the violation of any federal, state or local law, security exchange rule or regulation or any equivalent law or regulation in a foreign jurisdiction; and

assist any third party in engaging in any activity prohibited by these Terms.

If you discover any violation to these Terms, or believe any User violates these Terms, please contact us at info@propsi.com

Disclaimer of Warranty

YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE, PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTOTRY. We do not guarantee the accuracy of the Website Content, User content or third party content. We do not control and are not responsible for what other Users post on the Website, and as such, are not responsible for any offensive, inappropriate, unlawful or otherwise objectionable content you may encounter on the Website. The Website, Platform or Services may be subject to limitations, delays, and other difficulties inherent in the use of the Internet, mobile devices and electronic communications. We are not responsible for any delays, delivery failures or other damages resulting from such problems. We do not guarantee the Website or Services will be operable at all times. We reserve the right to do any of the following, at any time, without notice: (i) to modify, suspend or terminate operation of or access to the Website, Platform or Services, or any portion thereof; (ii) to modify or change the Website or the Services, or any portion thereof, and any applicable policies or terms; and (iii) to interrupt the operation of the Website or Services, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Your Warranties

You represent and warrant to Propsi that (i) all information, including, without limitation, Client Information, that you provide to us is accurate and truthful, (ii) you have the authority to share Client Information with us and to grant us the right to use Client Information as provided in these Terms and Privacy Policy, and (iii) your acceptance and use of the Website pursuant to these Terms does not violate any applicable law or other contract or obligation to which you are a party or are otherwise bound. Your reliance upon the information available on the Website or located through utilization of the Services and your interactions with third-parties identiﬁed through the Services, including but not limited to the Third Party Platform, is solely at your own risk. Your interactions with other users or advertisers, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other person or entity, and you agree that we will not be responsible for any loss or damage incurred as the result of any such dealings or with respect to any other person’s or entity’s use or disclosure of your personally identiﬁable information. If there is a dispute between you and any third party not specifically mentioned in these Terms, we are under no obligation to become involved, and you agree that you will manage any such dispute or disagreement directly, and that you will not make any claims against us with respect to products or services purchased through your use of the Services.

Indemniﬁcation

You agree to indemnify and hold Propsi and its afﬁliates, officers, directors, agents and employees harmless with respect to any suits, claims or demands, including reasonable attorneys’ fees, made by you or any third party due to or arising out of your breach of these Terms, including your fraudulent or malicious use, misuse, or abuse of the Website, Platform or Services; any misrepresentation or failure to provide accurate information by you; or your violation of applicable laws, rules or regulations or rights of others in connection with your use of the Website or Services. In addition, you hereby release any claims you may have against us and any of our afﬁliates, officers, directors, agents and employees that are in anyway related to your use of the Website, Platform or Service, including any recommendations or referrals you may receive as a result of your registration with us. You are solely responsible for your use of the Website, Platform or Service, for any content you provide, for any investment decisions you make and for any consequences thereof, including the use of your content by other Users and third parties.

Limitation of Liability

TO THE GREATEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, IN NO EVENT SHALL PROPSI OR ITS DIRECTORS, OFFICERS, SHAREHOLDERS, AFFILIATES, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA, AND WHETHER ARISING UNDER ANY CONTRATOR, TORT, STRICT LIABILITY OR THEORY ARISING OUT OF OR RELATING TO THE WEBSITE, THE PLATFORM OR THE SERVICES, EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, PROPSI’S MAXIMUM AGGREGATE CUMMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE PLATFORM AND THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU INVESTED WITH PROPSI. THE ABOVE LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF THE THEORY OF LIABILITY. If applicable law limits the application of the above limitation of liability, Propsi’s liability will be limited to the maximum extent permitted by law.

Governing Law and Arbitration

These Terms shall be governed by the laws of the State of Florida, exclusive of its choice of law rules. Your conduct may also be subject to other local, state, and national laws. Subject to the binding arbitration provision below, any action to be brought in connection with these Terms or the performance of the Services shall be brought exclusively in the state and federal courts located in Miami Dade County, Florida and you irrevocably consent to their jurisdiction. In any action to enforce these Terms or the Services, the prevailing party will be entitled to a reimbursement of the reasonable costs and attorneys’ fees incurred. Any cause of action against the Company must be brought within one (1) year of the date such cause of action arose. You and the Company agree that, except as provided below, all disputes, controversies and claims related to these Terms (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the provisions set forth in these Terms. In the event of a conflict between the Terms and the JAMS Rules, the Terms herein will control and prevail. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act. Except as otherwise provided in these Terms, (i) you and the Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law. The arbitration will be conducted in Miami, Florida.

Class Action Waiver

You and the Company agree that any arbitration shall be limited to the Claim between the Company and you individually. YOU AND THE COMPANY AGREE THAT (I) YOU WAIVE ANY RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (II) YOU WAIVE RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (III) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.

Miscellaneous

Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between the Company and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between you and the Company or enables you to act on behalf of the Company. Nothing contained in these terms shall be construed to limit the actions or remedies available to the Company with respect to any prohibited activity or conduct. Non-enforcement of any term of these Terms does not constitute consent or waiver, and the Company reserves the right to enforce such term at its sole discretion. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The Company may assign its rights under these terms to any third party.

Please review the Website’s Privacy Policy. By using the Website, Platform or Service, you are consenting to have your personal data transferred, collected and processed by Propsi.

Contact Information

If you have any questions about these Terms, please feel free to contact us at info@propsi.com