Terms of Service

Introduction

Please read these User Terms of Service ("Terms") carefully before accessing, using or obtaining any materials, information, products or services. These terms and conditions apply to all visitors, users and others who access or use the Services.

In these Terms, "we", "us", "our", and "Hill" refer to Hill Technologies Inc., a technology company. Hill's affiliates include Hill Securities LLC ("Hill Securities"), our wholly owned broker-dealer subsidiary; Hill Capital LLC ("Hill Capital"); and Hill Capital GP LLC ("Hill Capital GP") (together, the "Hill Affiliates"). These Terms are an agreement between you and Hill; the Hill Affiliates are intended beneficiaries of, and may rely on and enforce, the provisions of these Terms that expressly reference them. Different activities described in these Terms are performed by different Hill entities, as described in the section "Our Services and the Hill Entities" below. "You" and "your" refer to you, the user of our Services, whether individually or on behalf of any entity or other person that you lawfully represent or advise (including, for example, clients of a registered investment adviser).

By accessing the Hill website, the Hill Platform (defined below), any Hill application, or any other feature or other platform operated by Hill, product or service (collectively, the "Services"), you have read, understood, and agreed to be bound by these Terms, our Privacy Policy, and any other ancillary terms or policies that we make available that apply to the Services or certain features or portions thereof.

These Terms include (1) a consent to receive communications and disclosures electronically (see "Electronic Delivery and Communications Consent") and (2) a pre-dispute arbitration provision and a class action waiver, which are subject to important limitations for disputes involving Hill Securities (see "Governing Law; Arbitration; Class Action Waiver"). We may modify these Terms as described in the section "Changes to Terms" below. If you object to any provision of these Terms or any subsequent modifications to these Terms or become dissatisfied with the Services in any way, your only recourse is to immediately terminate use of the Services.

If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the term "you" will refer to such entity and its affiliates. If the legal entity that you represent does not agree with these Terms, you must not accept these Terms or use the Services.

Please read these terms carefully because these terms, together with Hill's Privacy Policy, constitute a legally binding contract between you (or the entity you represent) and Hill. If you do not wish to accept these terms, please do not access or use the Services. By accessing, uploading information to, or otherwise using the Services, you agree (1) to be bound by these terms (including any additional terms and conditions and policies referenced herein or available by hyperlink); (2) you are at least 18 years old; (3) you have not previously been suspended or removed from the Services; (4) you have read, understand, and accept these terms; and (5) you will not use the Services, directly or indirectly for any fraudulent undertakings in any manner and your use of the Services will be in compliance with these terms.

Certain features of the Services may be subject to additional guidelines, terms, conditions or rules, which will be posted on the Services or otherwise made available to you in connection with such features. In particular, any investment you make is governed by the Offering Documents (defined below) for that offering, which control over these Terms with respect to that investment. All such applicable additional terms, guidelines, conditions and rules are incorporated by reference into these Terms.

Definitions

"Account" means an online account registered by you for the purpose of using the Services.

"Additional Services" means Services available only through registration of an Account, as distinguished from the Basic Services which are generally available without such registration. For example, the Hill Platform is an Additional Service. To use the Additional Services, when you register you must satisfy our eligibility requirements, which generally require that you qualify as an Eligible Investor.

"Basic Services" means Services available without registration of an Account and generally available to the public.

"Brokerage Services" means the broker-dealer services provided by Hill Securities, including acting as placement agent for Primary Placements and facilitating Secondary Transactions, as described below.

"Content" means any files, data, material and information submitted, uploaded, stored, or otherwise provided by you to the Services.

"Eligible Investor" means an investor who meets the applicable eligibility requirements for a given offering — generally an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and in certain offerings a "qualified client" and/or "qualified purchaser" — as confirmed through our verification process.

"Feedback" means feedback, innovations or suggestions sent by you regarding the attributes, performance or features of our Services.

"Fund" means a single-asset investment vehicle — commonly referred to as a special purpose vehicle or "SPV" — that holds securities of a single private company.

"Issuer" means the private company whose securities are held by a Fund, or whose securities are the subject of a Secondary Transaction.

"Marketplace" means the pages of the Services on which Eligible Investors can review offerings and, where available, indicate interest to buy or sell interests in a Fund or an Issuer's securities.

"Offering Documents" means the confidential offering documents for an applicable offering (which may include a private placement memorandum and/or operating agreement, subscription documents, and related materials), which contain important information — including a description of the relevant risks, fees, and conflicts of interest — that is material to any investment decision and that is not set forth in the Services.

"Order" means an instruction you submit through the Services to subscribe for, purchase, or sell a Fund interest or other security. Orders are non-binding indications of interest prior to execution and, in the case of a Primary Placement, are offers subject to acceptance as described below.

"Primary Placement" means a primary offering of interests in a Fund for which Hill Securities acts as placement agent. A Primary Placement may be sponsored, managed, or advised by Hill Capital and/or Hill Capital GP (an "Affiliated Offering") or by a sponsor that is not affiliated with Hill (a "Third-Party Offering"). The Offering Documents for each offering identify its sponsor, manager, and adviser.

"Restricted Securities" means securities that are subject to transfer restrictions and/or holding-period requirements under the Securities Act and applicable law.

"Secondary Transaction" means a transaction facilitated through the Services in which an existing holder sells, and an Eligible Investor buys, an existing Fund interest or other Restricted Securities.

"User Data" means all non-public data relating to your use of the Services, including but not limited to your personal information or contact information, and your settings or preferences in the Services.

Our Services and the Hill Entities

Different Hill entities perform different roles. It is important that you understand which entity is responsible for which activity. Your relationship with any Hill Affiliate — including any brokerage relationship with Hill Securities and any investment in a Fund — is governed by your separate written agreements with that entity (including the applicable Offering Documents), together with the provisions of these Terms that expressly reference that entity.

The Platform (Hill)

Hill is a technology company that operates the Hill website and the related electronic platform and Marketplace (the "Hill Platform") as a venue through which Eligible Investors can review private-market opportunities and access the Brokerage Services. Hill is not a bank, is not a broker-dealer, and is not an investment adviser.

Brokerage services (Hill Securities)

Brokerage Services described in connection with the Services are provided through Hill Securities, a broker-dealer registered with the U.S. Securities and Exchange Commission and a member of FINRA and SIPC (CRD #338653). Hill Securities acts as placement agent for Primary Placements and facilitates Secondary Transactions. You can review Hill Securities' background on FINRA's BrokerCheck and read our Form CRS (Client Relationship Summary). Hill Securities is not an investment adviser.

Funds, sponsors, and advisers (including Hill Capital and Hill Capital GP)

Investment opportunities on the Hill Platform are typically interests in a Fund that holds securities of a single private company. When you invest, you acquire an interest in the Fund — not shares directly in the underlying company — and your rights are governed by the Fund's organizational documents. In an Affiliated Offering, the Fund is organized and managed by Hill Capital GP and advised by Hill Capital, which is an exempt reporting adviser; Hill Capital advises those Funds and does not provide investment advice to you. In a Third-Party Offering, the Fund is organized, managed, and advised by a third-party sponsor that is not affiliated with Hill, as identified in the applicable Offering Documents.

No advice or recommendations through the Platform

Your use of the Hill Platform is self-directed. Through the Services, neither Hill nor Hill Securities provides investment, legal, tax, or accounting advice, and neither makes any recommendation regarding any security or investment strategy. No content on the Services — including any company information, description, data, valuation, or other material — constitutes or should be construed as a recommendation, endorsement, or solicitation by Hill or Hill Securities with respect to any security. You make your own investment decisions and should consult your own financial, legal, and tax advisors.

Consistent with this self-directed model, through the Services, Hill and Hill Securities do not:

• exercise discretionary authority over your Account or your investment decisions — you decide whether, when, and how much to invest (Hill Capital and other sponsors do exercise discretion in managing the Funds themselves, as described in the applicable Offering Documents);
• provide investment, legal, tax, or accounting advice, or recommend any security or investment strategy;
• take custody of your cash or securities;
• guarantee that any Order will be accepted or filled, that you will receive any allocation, or that a Fund will acquire the securities it seeks to acquire;
• provide price guidance, price targets, or opinions of value — information on the Services is informational only and does not represent an executable price;
• perform investment due diligence on your behalf or independently verify company information presented on the Services;
• guarantee any liquidity, secondary market, or exit for any investment;
• guarantee the ownership, title, or share class of securities offered in Secondary Transactions — Hill Securities may perform certain verification checks, but sellers remain solely responsible for their ability to deliver the securities they offer; or
• provide banking services — Hill is not a bank, cash is handled by third-party bank and payment partners, and investments are not bank deposits and are not FDIC insured.

This section describes activity through the Services only. Hill Securities may provide recommendations and other broker-dealer services to investors outside of the Hill Platform; those services are governed by separate arrangements and by Regulation Best Interest, and are described in our Form CRS.

Offering Documents control

Any offer to sell, or solicitation of an offer to buy, is made solely to Eligible Investors and only through the Offering Documents for the applicable offering. In the event of any conflict between the Services (including these Terms) and the Offering Documents, the Offering Documents control with respect to that investment.

Conflicts of interest

In an Affiliated Offering, the Fund is organized and managed by Hill Affiliates, which receive fees and/or carried interest in connection with the offering. Because Hill Securities and the Fund issuing the interests are in those offerings under common ownership, Hill and its affiliates have conflicts of interest, which are described in the applicable Offering Documents. In every offering — whether an Affiliated Offering or a Third-Party Offering — Hill Securities is compensated through transaction-based placement fees or commissions when you invest, and the more transactions you enter into, the more Hill Securities is paid.

Hill and its affiliates may also act as principal. Hill or an affiliated entity may hold, directly or indirectly, positions in securities or Fund interests offered through the Services — including securities acquired before an offering — and may sell those securities or interests to investors through the Services, or buy or sell in Secondary Transactions. Where Hill Securities or an affiliate acts as principal in, or is the counterparty to, a transaction with you, that capacity and any related compensation are disclosed in the applicable Offering Documents or transaction documents.

No custody

Hill Securities does not carry or hold customer accounts, does not take custody of your cash or securities, and has no clearing arrangement. Cash you transmit in connection with an investment is handled by third-party bank and payment partners, and interests you acquire are recorded through the applicable settlement and records providers. SIPC protection relates to the custody of certain customer cash and securities in the event a broker-dealer fails. It does not protect against any decline in the value of an investment and may not apply to interests in private placements or Funds.

Nature of private investments

The Services are only suitable for Eligible Investors who understand and are willing and able to accept the high risks associated with private investments. Investing in private securities and private funds is speculative and involves a high degree of risk; investors who cannot afford to lose their entire investment should not invest. Investing in private securities requires long-term commitments and low liquidity needs. Before investing in any securities you should: (1) conduct your own investigation and analysis; (2) carefully consider the investment and all related charges, expenses, uncertainties and risks, including all uncertainties and risks described in the Offering Documents; and (3) consult with your own investment, tax, financial and legal advisors. See "Risk Disclosures" below.

Who can use Hill Services?

While the general public can visit our website, the Hill Platform is a private (non-public) venue for use only by Eligible Investors and their authorized representatives. You must satisfy our eligibility requirements, and your eligibility must be confirmed before investing, which depending on the offering may require verification of your accredited investor, qualified client, and/or qualified purchaser status.

You may access and use the Services solely for the purpose of your own personal non-commercial use. The Services may not be accessed or used by any competitors of Hill. All users are prohibited from using our Services as part of any effort to compete with us or for any revenue generating or commercial purposes not expressly permitted by Hill.

The Services are available only to Eligible Investors who are at least 18 years old (or entities) and who are located in a country or territory that Hill supports. Supported countries and territories include the United States and a growing number of other jurisdictions; the current list is maintained in our Help Center and is reviewed and updated from time to time. The Services are not available to, and may not be used by, any person located in a country or territory that Hill does not support or where use of the Services would be prohibited by applicable law. Particular offerings and features may also be limited, modified, or unavailable in a given supported jurisdiction, and are offered only where permitted by applicable law. You represent and warrant that, if you are an individual, you are of legal age to form a binding contract; that you are located in a supported jurisdiction; and that all registration information you submit is accurate and truthful. Hill may, in its sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria or list of supported jurisdictions at any time. This provision is void where prohibited by law and the right to access the Services is revoked in such jurisdictions.

Account Opening, Registration, and Identity Verification

Establishing an Account

You must register and establish an Account in order to use Additional Services. By registering an Account, you represent that you are entitled to disclose the information provided by you in such registration, without breach by you of any obligations or violation of any rights of third parties, and that you satisfy the applicable eligibility requirements.

Identity verification, anti-money laundering, and suitability

Opening and maintaining a relationship to access the Brokerage Services requires you to provide information that we and Hill Securities use to verify your identity and comply with applicable law, including our customer identification, know-your-customer, and anti-money laundering obligations. This process may include identity verification and sanctions and politically-exposed-person screening performed by third-party service providers, verification of your investor eligibility, and collection of information about your financial situation and investment objectives. You agree to provide accurate and complete information and to update it as needed. We and Hill Securities may refuse to open, may restrict, or may close your Account, and may refuse or reverse any Order, where required by law or our policies, or where verification cannot be completed. Who those providers are, what they check, and the terms that apply in your jurisdiction are described in the Privacy Policy, which governs how your personal information is handled in this process.

Account Information

You must safeguard and not disclose your Account username and password and you must supervise the use of your Account. You must provide us with accurate and complete information in order to create an Account. You agree to keep your Account information up to date and accurate. You are solely and fully responsible for maintaining the confidentiality of your Account usernames and passwords. You are solely and fully responsible for all activities that occur under your Account. We are permitted to act on any actions taken in the Services using your Account username and password. You must notify us immediately of any unauthorized use of your Account or any other breach of security.

Deletion of Account

You may delete your Account at any time. Any Content and other information and data entered into the Services may be permanently deleted if you delete the Account, provided we may retain certain information as required to comply with our legal obligations, books-and-records requirements applicable to Hill Securities, resolve disputes, complete transactions, and enforce our agreements.

Electronic Delivery and Communications Consent

You consent to receive all communications, agreements, documents, notices, and disclosures that we or Hill Securities provide to you in connection with the Services and your Account in electronic form ("Electronic Communications"), and you agree that all Electronic Communications satisfy any legal requirement that such communications be in writing. This includes account-opening documents, trade confirmations and other transaction records, account statements and notices, tax forms where permitted, regulatory disclosures (including our Form CRS), and updates to these Terms and our Privacy Policy.

To access and retain Electronic Communications, you need a device with internet access, a current web browser, an email account, and the ability to view and save documents in common formats such as PDF. You may withdraw your consent to receive Electronic Communications, or request a paper copy of a specific Electronic Communication, by contacting us at support@hill.com; we may charge a reasonable fee for paper copies to the extent permitted by law, and we may terminate or restrict your access to the Services if you withdraw consent. You are responsible for keeping your email address and contact information current.

You acknowledge and agree that you may also receive emails, phone calls, text messages (which may be automated and/or sent via third-party platforms), and push notifications from Hill regarding the Services, and you may also receive marketing materials from us. To opt out of receiving marketing communications, please follow the unsubscribe link in the applicable correspondence. Note that you may continue to receive communications related to the Services and your Account even if you unsubscribe from marketing communications.

Hill reserves the right, but does not have the obligation, to monitor communications and messages that occur on the Hill Platform, including in order to ensure that such communications do not violate these Terms or applicable law.

Use of Data

We may collect User Data, and you hereby grant us permission to collect User Data through the Services and to use such User Data to improve the performance and functionality of the Services, improve the Services and for other business purposes including monitoring, statistical data gathering, diagnostics, comparative analyses, security and software integrity assurance, support, and click performance tracking and billing. We may use various analytics tools in performing the above. Where applicable, User Data collected by Hill will be shared with you or any service provider who may provide you with supplementary services in connection with the Services. Hill's use of User Data is set forth in its Privacy Policy.

Privacy

By using the Services, you agree to Hill's Privacy Policy, which describes Hill's collection, use and disclosure of data and information in connection with the Services. Hill may update its Privacy Policy from time to time, in accordance with its terms. Hill's Privacy Policy is expressly incorporated into these Terms, and by using the Services you agree to the collection, use and disclosure practices in Hill's Privacy Policy. With respect to all personal information provided by you or your users to or through the Services, you shall ensure that Hill's and/or its users', as applicable, receipt and use of such personal information is permitted under applicable law.

Offerings, Orders, and Transactions

Primary Placements

When you submit an Order to subscribe for an interest in a Fund in a Primary Placement, your Order is an offer that is not binding until executed and that is subject to acceptance in accordance with the Offering Documents. You make the final decision whether to invest, and the Fund, its manager, and/or the Issuer decide whether to accept your investment. Submitting an Order does not guarantee that you will be allocated any interest. Your subscription, and your rights as an investor, are governed by the Offering Documents, which you should read in full before investing.

Secondary Transactions

Where the Services make Secondary Transactions available, listings and indications of interest to buy or sell are non-binding prior to execution. It is solely the responsibility of each seller to confirm that the offer and sale will comply with all requirements of an applicable exemption from registration under the Securities Act, as described in "Exemption from Resale Registration" below. Interests and other Restricted Securities are subject to transfer restrictions and holding-period requirements, and any transfer is subject to the applicable organizational documents and Issuer consent where required.

Funding and settlement

Cash you transmit in connection with an Order is handled by third-party bank and payment partners, and executed transactions are recorded through the applicable settlement and records providers. Hill Securities does not take custody of your cash or securities. Links and referrals to the services of any bank, payment provider, transfer agent, or other service provider will be governed by their own terms and conditions.

Fees

Hill Securities is compensated through transaction-based placement fees or commissions. In some cases this fee is paid by the Fund, its sponsor, or another party other than you and does not increase the amount you invest; in other cases the fee is paid by you, as a fee or sales charge added to your investment that increases your cost. Hill and Hill Securities may also charge you other fees for the Services or particular transactions, as disclosed to you before they apply. Separately, the Funds charge their own entity-level fees, such as management fees and carried interest, which are paid to the sponsor or manager of the offering — a Hill Capital affiliate in an Affiliated Offering, or the third-party sponsor in a Third-Party Offering — not to Hill Securities. Fees and compensation are not uniform: they vary from offering to offering and from transaction to transaction, and the specific compensation and fees for any offering are disclosed in that offering's Offering Documents before you invest. You will pay fees and costs whether you make or lose money on your investments, and fees and costs will reduce any amount of money you make over time.

Risk Disclosures

Investments in private placements are speculative, involve a high degree of risk, and are suitable only for Eligible Investors who can bear the loss of their entire investment. These securities are illiquid, are subject to significant transfer and holding-period restrictions, and are intended only for investors who do not require a liquid investment and who can hold for an indefinite period. There is no public market for these securities, and one may never develop. Private companies are not subject to the same disclosure obligations as public companies, and information available about them is limited. Not all private companies will experience an IPO or other liquidity event. Past performance is not indicative of future results, and there is no guarantee that any investment objective will be achieved.

Operational risks also apply. A Fund formed for a Primary Placement may be unable to acquire the intended securities, or may acquire fewer securities than expected; if an offering does not close, committed amounts are returned as described in the applicable Offering Documents, which may be without interest. Amounts you commit may be held for the duration of the investment period described in the Offering Documents. If an Issuer completes an IPO or other liquidity event, any distribution to investors may be delayed by lock-up periods, holding-period requirements under Rule 144, legend removal and transfer-agent processing, and the terms of the Fund's organizational documents; you should not expect to receive or be able to trade underlying shares immediately upon a liquidity event. Additional risks are described in the Offering Documents for each offering.

User Content

License to Content

You grant us a worldwide, royalty-free, non-exclusive license to host, copy and use your Content as required in order to provide the Services and facilitate your transactions. Subject to this limited license we do not acquire any ownership right in your Content and you retain all rights and ownership to your Content. You acknowledge that Hill exercises no control whatsoever over the specific content of your Content and it is your sole responsibility, at your own expense, to provide the Content. Hill is under no obligation to review any Content for accuracy, potential liability or for any other reason, except in accordance with your personal data rights as outlined in our Privacy Policy.

As between you and Hill, you are solely responsible for the accuracy, completeness, validity, authorization for use (including transmission) and integrity of all of your Content, regardless of form or format. You represent, warrant, and covenant that your provision of Content to the Services or to Hill or any other user of the Services will not violate any law, the rights of any third party, or the Terms. Hill reserves the right, but does not have the obligation, to remove any content from the Services in its sole and absolute discretion.

We Have No Responsibility for the Storage of Your Content

The Services are not intended to be used as storage, backup or archiving services. It is your responsibility to back up your Content and you are solely responsible for any lost or unrecoverable Content.

User Obligations & Restrictions

Obligations

Compliance with Law

You agree to do each of the following in connection with your use of the Services: (i) comply with all applicable laws, rules and regulations, including those regarding sales of Restricted Securities, data privacy and intellectual property rights; and (ii) pay the fees for the Services, if applicable, when due. Although Hill has no obligation to monitor your use of the Services, Hill may do so and may prohibit any use of the Services it believes may be (or is alleged to be) in violation of the foregoing.

Eligibility, tax, and other representations

You represent and warrant, on an ongoing basis, that you satisfy the eligibility requirements applicable to any offering in which you participate, that the information you provide for identity verification and eligibility is accurate and complete, and that you will provide a properly completed IRS Form W-9 (or other applicable tax certification) and such other information as we or Hill Securities reasonably request for tax, regulatory, or compliance purposes.

Control Persons

If you are an "affiliate" of the Issuer within the meaning of SEC Rule 144 — for example, a director or executive officer of the Issuer, or a shareholder whose holdings or role give you control of the Issuer — you must contact us at support@hill.com before using the Services.

Exemption from Resale Registration

Before offering or selling in a Secondary Transaction, it is solely the responsibility of each offeror or seller to confirm that the offer and sale will comply with all requirements of an applicable exemption from Securities Act registration for resales of unregistered securities (e.g., SEC Rule 144 or the exemption doctrine known as "Section 4(a)(1½)" of the Securities Act). Offerors and sellers must consult competent legal counsel regarding the permissibility of selling their securities without Securities Act registration as necessary. Notwithstanding anything to the contrary, neither these Terms nor the provision of the Services shall be deemed to cause Hill to assume any duty to verify that any exemption from Securities Act registration applies or any liability for failure to register under the Securities Act any transaction or security offered on the Hill Platform.

Restrictions

You agree that you will not, directly or indirectly: (i) reverse engineer, decode, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software (including documentation and data provided with such software) related to the Services; (ii) copy, in whole or in part, the Services, its software or any component thereof, including taking screenshots, except that you may retain copies (including screenshots) of your own Account records, Electronic Communications, and other materials made available to you for viewing and retention; (iii) modify, enhance, translate, combine with other programs, or create derivative works based on the Services (except to the extent expressly permitted by Hill or authorized within the Services); (iv) sublicense, sell, rent, lease, transfer, distribute, or use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings within Services or related documentation; (vi) use the Services to send spam or otherwise send content in violation of applicable laws; (vii) use the Services to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material; or (viii) use the Services to conduct transactions that violate prohibitions against market manipulation, insider trading, fraud, money laundering, terrorist financing, breaches or evasion of U.S. sanctions, corruption, or other crimes or illicit activity.

You also agree that you will not, directly or indirectly: (a) use any robot, spider, scraper, site search or retrieval mechanism or other manual or automatic means, device or process to access, retrieve, index, data mine, or in any way reproduce, or circumvent the navigational structure or presentation of the Services, (b) use any data mining, data gathering or extraction method to harvest or collect information about or from other users of the Services, (c) probe, scan or test the vulnerability of the Services, nor breach the security or authentication measures on the Services, or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services, (d) attempt to gain unauthorized access to the Services or its related systems or networks, (e) use the Services for benchmarking purposes, or for any illegal purpose, (f) "frame", "mirror", or "scrape" any content of the Services, or (g) use any content or data obtained from the Services to train, fine-tune, or otherwise develop any machine-learning or artificial-intelligence model, or to compile any database or dataset of content from the Services for redistribution or any commercial purpose.

Export

You may not export, re-export, or use the Services, any related software or technology, or any direct product thereof in violation of the export control and sanctions laws and regulations of the United States (including those administered by the United States Department of Commerce and the United States Department of the Treasury's Office of Foreign Assets Control) or of any other applicable jurisdiction.

Intellectual Property Rights

Retention of Rights

Hill shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services or support, and (c) all intellectual property rights related to any of the foregoing. Nothing contained herein shall be construed as granting you any rights in or to the Services, other than the right to use the Services as expressly stated herein. All rights not granted herein are reserved by Hill. You may not use Hill's name, logo and/or any of Hill's trademarks for any reason without the prior written consent of Hill.

Feedback

The parties acknowledge and agree that Hill may solicit and you may provide Feedback to Hill. You hereby grant to Hill a non-exclusive, perpetual, irrevocable, royalty-free, right and license to disclose, use, create derivative works from, and incorporate the Feedback in connection with the development and distribution of the Services and related products and services.

Third-Party Material

Information about private companies displayed on the Services — including company descriptions, financials, valuations, capitalization data, charts, and any estimated or implied prices — is provided for informational and illustrative purposes only. It may be derived from or based on third-party sources; may be incomplete, estimated, unverified, or out of date; and is not independently verified by Hill or Hill Securities. It does not represent the view of Hill or Hill Securities, does not necessarily reflect a price at which any security could be bought or sold, and should not be relied upon in making any investment decision. In particular, any implied valuation, market capitalization, or price-per-share figure may be derived using share counts or capitalization data that are estimated and have not been verified; conversions between a price per share and an implied company valuation are approximations and may be materially inaccurate. Any ticker symbols or other identifiers used on the Services are for use on the Hill Platform only and do not refer to any publicly traded security. Such third-party materials and information, together with any information provided by other users, external resources, and reviews, are referred to as "Third-Party Material." For the avoidance of doubt, all information obtained from sellers, buyers, and Issuers of securities, brokers for buyers or sellers, and/or transfer agents of Issuers shall be deemed Third-Party Material under these Terms.

We do not commit to update the Third-Party Material or to update investors regarding the existence of specific risk factors before or following an investment. The Third-Party Material made available through the Services is intended to be illustrative rather than definitive and investors should conduct their own research and analysis to evaluate any investment and should not rely solely on Third-Party Material presented by us. You use Third-Party Material at your own risk.

Reference to any company name, logo, or trademark does not imply any affiliation with, or endorsement or sponsorship by, that company, or any other relationship between that company and Hill or Hill Securities. All trademarks are the property of their respective owners, and no statement on the Services should be attributed to any referenced company.

Any links and referrals to other sites and services, including the services of a broker you retain, any contract with a fund, or the participation of any servicer, bank, money transfer service, or other service provider, will be governed by their own terms and conditions. Hill is not responsible for the actions of any such parties, or any such third-party sites. Under no circumstances will we be liable for any loss or damage caused by reliance on Third-Party Material through the Services.

Indemnification

You will indemnify, defend, and hold harmless Hill, and its affiliates (including Hill Securities, Hill Capital, and Hill Capital GP), licensors and suppliers, and their respective officers, directors, employees and agents, from and against any and all liabilities, losses, damages, claims, allegations, actions, demands, fines, penalties, costs and expenses (including without limitation reasonable attorneys' fees) arising out of or relating to any claim, demand, suit or proceeding by a third party alleging that (i) your Content or your use of the Services infringes or misappropriates a third party's rights, including intellectual property or privacy rights, or violates applicable law; or (ii) your use of the Services is in violation of these Terms.

DISCLAIMERS AND WARRANTIES

YOUR USE OF THE SERVICES, ITS CONTENT AND ANY SERVICES OR TRANSACTIONS SOUGHT, OBTAINED, OR COMPLETED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS AND FOR DEALS AND TRANSACTIONS THAT YOU ENTER INTO. NEITHER HILL NOR ANY PERSON ASSOCIATED WITH HILL MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR ANY ITEMS OR INFORMATION THEREON. WITHOUT LIMITING THE FOREGOING, NEITHER HILL NOR ANYONE ASSOCIATED WITH HILL REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT OR ANY SERVICES OR TRANSACTIONS SOUGHT, OBTAINED OR COMPLETED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR TRANSACTIONS SOUGHT, OBTAINED, OR COMPLETED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Nothing in these Terms — including this section and the "Limitation on Liability" section — waives or limits any right or remedy you may have, or any obligation Hill or Hill Securities may have, under the federal securities laws, applicable state securities laws, or the rules of any self-regulatory organization (including FINRA), compliance with which cannot be waived. Nothing in these Terms is intended to constitute a waiver of compliance with any provision of the federal securities laws or the rules and regulations promulgated thereunder.

LIMITATION ON LIABILITY

IN NO EVENT WILL HILL, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY SERVICES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES OR ANY SERVICE OBTAINED THROUGH THE SERVICES OR SUCH OTHER SERVICES, OR FOR ANY TRANSACTIONS SOUGHT, OBTAINED OR COMPLETED THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW, AND NOTHING IN THESE TERMS LIMITS ANY LIABILITY THAT CANNOT BE LIMITED UNDER THE FEDERAL SECURITIES LAWS, APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE SELF-REGULATORY ORGANIZATION RULES.

Term & Termination

Term

These Terms commence on the date you first accept them and will remain in effect until these Terms are terminated.

Termination

You may stop using the Services at any time and you may delete your Account. Unless you and Hill have entered into an existing agreement that sets forth terms relating to termination, Hill may terminate your access to the Services at any time in its sole discretion. Upon termination of the Services to you, your Account will be terminated, and from the date of termination you will no longer be able to access your Account, unless access to certain information is required by law.

Access

Without limitation of any other section in these Terms, Hill may also immediately suspend provision of or access to the Services at any time, with or without notice to you and without liability, if you are in breach of these Terms or if Hill suspects or receives information that the Services or the use thereof actually or allegedly infringes or violates any third party's rights or violates any applicable laws. Hill may also suspend access to and use of the Services in order to comply with applicable laws, or upon having reason to believe that any improper activity or potential damage to Hill or other third parties is associated with your use of or access to the Services.

Survival

The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms, shall so survive. Without limiting the generality of the foregoing, the Intellectual Property Rights, Third-Party Material, Disclaimers of Warranties, Indemnification, Limitation of Liability, Governing Law and Jurisdiction, and General sections, will survive the termination or expiration of the Terms.

GOVERNING LAW; ARBITRATION; CLASS ACTION WAIVER

In this section, these Terms are referred to as this "Agreement." This Agreement shall be governed by and interpreted under the substantive laws of the State of Delaware, without regard to its conflict of laws principles and the laws of the United States of America, where applicable.

Disputes involving Hill Securities. Any dispute, claim, or controversy between you and Hill Securities arising out of or relating to your brokerage relationship or any Brokerage Services is subject to arbitration in accordance with the rules of FINRA, and, at your election, may be arbitrated in the FINRA arbitration forum as provided by FINRA rules. This provision does not limit any right you may have to a FINRA arbitration forum. The following disclosures are made pursuant to FINRA Rule 2268:

• All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
• Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited.
• The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
• The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
• The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.
• The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
• The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement.

No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Other disputes. Except as provided above with respect to Hill Securities, each Party expressly consents that any other dispute, claim, action or disagreement (a "Dispute") relating to this Agreement shall be resolved exclusively by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction therefor. To the fullest extent permitted by applicable law and the rules of the applicable arbitration forum, and except as prohibited by FINRA Rule 2268, you agree that you will not file or seek a class action against Hill or any Hill Affiliate, or participate in a class action against Hill or any Hill Affiliate, and each Party waives any right it may have to a trial by jury with respect to any action or proceeding arising out of or relating to this Agreement.

Informal resolution first. Before initiating arbitration of a Dispute (other than a dispute subject to FINRA arbitration as described above), you and Hill agree to first attempt to resolve the Dispute informally. Either party may send the other a written notice describing the Dispute and the relief requested (notices to Hill should be sent to support@hill.com), and the parties will attempt in good faith to resolve the Dispute within sixty (60) days of that notice. If the Dispute is not resolved within that period, either party may commence arbitration.

Small claims; arbitration costs. Notwithstanding the foregoing, either party may bring an individual claim in small claims court in lieu of arbitration if the claim qualifies for that court. For arbitrated claims seeking USD $75,000 or less, Hill will pay the arbitration filing, administration, and arbitrator fees upon your written request, unless the arbitrator determines that your claim is frivolous or was brought for an improper purpose.

Changes to this provision. Notwithstanding the "Changes to Terms" section, if Hill makes a material change to this "Governing Law; Arbitration; Class Action Waiver" section after you first accept these Terms, you may reject the change by written notice to support@hill.com within thirty (30) days after the change takes effect, in which case the version of this section that you most recently accepted will continue to apply to Disputes between you and Hill.

Regulatory Disclosures

Hill Securities LLC is a broker-dealer registered with the U.S. Securities and Exchange Commission and a member of FINRA and SIPC (CRD #338653). You can review the background of Hill Securities and its financial professionals using FINRA's BrokerCheck and at Investor.gov/CRS. Please review our Form CRS (Client Relationship Summary), which summarizes our brokerage services, fees, conflicts of interest, and how to research our firm. Information about SIPC, including the SIPC brochure, is available at www.sipc.org. To report a problem to the SEC, visit Investor.gov or call the SEC's toll-free investor assistance line at +1 (800) 732-0330. To report a problem to FINRA, call +1 (301) 590-6500.

Changes to Terms

Hill may change these Terms at any time by posting an updated version on the Services, and such changes will become effective upon the date on which the updated version is posted. Changes do not affect rights and obligations that arose prior to the change. Where a change is material, we may require you to review and accept the updated Terms before continuing to use the Services. You are responsible for checking the Services regularly for changes, and by continuing to access or use the Services you agree to be bound by the updated Terms.

Severability

If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then such part shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of these Terms.

Relationship

Except for the broker-dealer relationship you may have with Hill Securities in connection with the Brokerage Services (which is governed by applicable law, the rules of FINRA, and the Offering Documents), nothing in these Terms or your use of the Services shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and Hill or anyone on its behalf. You do not have any authority of any kind to bind Hill in any respect whatsoever.

Entire Agreement

These Terms, together with the Privacy Policy and, with respect to any investment, the Offering Documents, contain the entire agreement between Hill and you relating to your use of the Services and supersede any and all prior agreements between Hill and you in relation to the same (unless such agreement explicitly states that it supersedes these Terms). You confirm that, in agreeing to accept these Terms, you have not relied on any representation except as has expressly been made by Hill in these Terms or the Offering Documents.

Assignment

These Terms are not assignable, transferable or sublicensable by you except with Hill's prior written consent. Hill may transfer and assign any of its rights and obligations under these Terms without consent.

No Third-Party Rights

Except for the Hill Affiliates and the other persons expressly entitled to the benefit of the "Indemnification" and "LIMITATION ON LIABILITY" sections, there are no third-party beneficiaries to these Terms.

Headings

Headings are for convenience only and are not part of the agreement between the parties.

Contact

If you have questions or comments about these Terms or the Services, you can reach the relevant Hill entity below. For questions about the Brokerage Services, contact Hill Securities LLC.