SCOVERA LLC

Terms and Conditions

This agreement regarding Terms and Conditions (“Agreement”) is entered into by Scovera, LLC, a New Mexico Limited Liability Company (the “Scovera”), and by any User that utilizes Scovera Services via its web Platform, either by starting a Campaign, contributing to a Campaign, or utilizing additional Services. Use of Scovera Services constitutes acceptance of this Agreement regardless of any alternative acceptance that may occur by a prompt from the Platform or by direct communication with Scovera.

Recitals

1. Scovera provides a Platform for individuals, groups, or entities to identify matters of public interest and crowdfund the public disclosure of information related those matters to reward whistleblowers or “truth-tellers” for disclosing important information that may have been previously withheld from the public.
2. User desires to (i) start a Campaign (ii) publish a Campaign, (iii) sponsor a Campaign, (iv) utilize an ancillary Service of the Platform, or (v) any combination of these objectives.

Now, in consideration of the mutual covenants below, and for good and valuable consideration, the receipt and adequacy of which are acknowledged, the Parties agree as follows:

Definitions

“Activate”, “Activated” or “Activation” refers to the publication of a Campaign on the Platform.

“Award” means the sum of sponsorship funds aggregated by the Campaign.

“Campaign” means the subject matter about which Sponsor seeks information to be made public, and that Scovera has approved or Activated.

“Campaign Fulfillment” means a Disclosure facilitated by Scovera.

“Contribution” refers to the amount of money contributed to a Campaign by a Sponsor.

“Creator” refers to a User that creates a Campaign.

“Disclosing Party” or “Disclosing Parties” includes Truth Tellers and Whistleblowers, whether one or more.

“Disclosure” means publication of Information by Scovera or by a third-party selected by Scovera.

“Information” means original information supplied by a Disclosing Party that is materially responsive to the disclosure sought by the Campaign.

“Investment” means the amount of funds paid by a Creator to Scovera to initially fund a Campaign. The Creator’s Investment may not be less than $100.00.

“Party” or “Parties” refers to Scovera or the User who accepts this Agreement, or both of them, as the context may indicate.

“Platform” means the Scovera website at Scovera.com and refers to the entire suite of Scovera Services.

“Proposed Campaign” means a suggested Campaign from a User that Scovera has not approved or published.

“Services” means the features, functionalities, and tools provided by Scovera through the Platform, including the option for users to create and fund Campaigns.

“Sponsor” means a party that contributes funds to a Campaign after Activation.

“Truth Teller” is a person who possesses original information about a matter of public interest that may or may not involve a crime.

“Unrelated Disclosure” occurs when a third-party that is not affiliated with Scovera and has not contacted Scovera publicly discloses information that is responsive to a Campaign.

“User” means a Creator, Sponsor, or other individual or entity utilizing the Platform to create a Campaign, sponsor a Campaign, or leverage other Services.

“Whistleblower” is a person who possesses original information about a crime.

1. Campaign Activation
   • Campaign Creation. Creators must complete an application in which adequate information is supplied to (i) demonstrate that a Proposed Campaign is a matter of public interest and (ii) enable Scovera to publish verbiage on its Platform that clearly and accurately describes the Campaign when and if the Proposed Campaign is approved.
   • Review and Discretion. All Campaign proposals are subject to review and approval by Scovera prior to Activation. Scovera reviews Proposed Campaigns to determine, to the best of its knowledge, whether a Proposed Campaign encourages any illegal activity or has the potential to threaten the health or safety of any individual or community. While Scovera is not responsible for any externalities that may or may not be caused by Activation, Scovera may decline a User’s request to publish a Campaign that, in Scovera’s estimation, presents excessive risk to any User, Scovera itself, or unaffiliated third-parties. Scovera does not review Proposed Campaigns to determine whether Scovera or its agents agree or disagree with the subject matter of the Proposed Campaign. Scovera will attempt to complete a review within twenty-one (21) days from the date that Scovera receives an application for a Proposed Campaign.
   • Campaign Details. Following the approval of a Proposed Campaign, Scovera shall provide to Creator the Campaign name, description, Activation date, and the refund option date described in Section 2, among other details. Scovera will, as much as possible, defer to a Creator’s recommendations when identifying and describing a Campaign on the Platform. In some cases, Scovera may propose changes to a Creator’s supplied information or verbiage for purposes of clarity, neutrality, legality, or other reasons.
   • Initial Investment. Creator’s are asked to initially fund a Campaign with an Investment of $100.00. The Investment may be supplied during the review period of a Proposed Campaign or after approval, however, the Investment must be received by Scovera prior to Activation. Investments are subject to the terms in Section 5 of this Agreement.

2. Campaign Sponsorship
   • Sponsors. Users may Sponsor a Campaign by contributing funds to further incentivize any Whistleblower or Truth Teller who may come forward to supply Information related to a Campaign. Sponsors are subject to this Agreement by virtue of their Contribution regardless of specific acceptance of this Agreement via a prompt from the Platform or direct communication with Scovera.
   • Terms. Sponsor’s Contribution is subject to the terms of Section 5 of this Agreement.
3. Campaign Fulfillment
   • Fulfillment. A Campaign will be considered fulfilled if (i) a Disclosing Party contacts Scovera (prior to an Unrelated Disclosure) with Information that a reasonable person would find materially responsive to the Campaign, as determined by Scovera in its sole discretion, (ii) Scovera reaches an agreement with the Disclosing Party regarding the means and scope of publishing the Information, and (iii) the Information is published or otherwise made publicly available.
   • Independent Review. When Scovera receives Information related to a Campaign, Scovera shall determine, in its sole discretion, whether Information (i) can be validated, (ii) is responsive to the Campaign, and (iii) should not be publicly disclosed for any reason, including but not limited to, risk to public or private health or safety. Scovera shall have no obligation to share Information with a Creator or Sponsor for review, comment, validation, or any other reason prior to Disclosure. Creators and Sponsors acknowledge that Campaigns may have a high number of Sponsors and that it is not possible for Scovera to utilize Sponsors or other Users to review Information or consent to its Disclosure. Creators and Sponsors therefore authorize Scovera to evaluate Information on their behalf for its responsiveness, accuracy, and completeness, among other things.
   • Notice. Scovera will strive to notify Creators and Sponsors of Campaign Fulfillment prior to or on the date of Disclosure. Scovera’s notification obligations are contingent upon its receipt of complete and up-to-date contact information from each User. Any late notice by Scovera of Campaign Fulfillment does not constitute a breach of this Agreement.
   • Unrelated Disclosure. An Unrelated Disclosure shall not constitute Campaign Fulfillment. In the event of an Unrelated Disclosure, Scovera will terminate the Campaign and initiate refunds within a reasonable time.
4. Term
   • Term. The Term of this Agreement begins on the date that a User first begin utilizing the Services and ends: (i) on the date that Scovera pays a Creator or Sponsor a refund; or (ii) upon Scovera’s delivery of notice to a Creator or Sponsor of Campaign Fulfillment.
   • Stay. If a Disclosing Party contacts Scovera regarding the Campaign, Scovera shall have forty-five (45) days from the receipt of information from a Disclosing Party to validate Information and determine whether Information is responsive to the Campaign (the “Independent Verification Period”). Refunds requests made during the Independent Verification Period will not be evaluated prior to the end of the Independent Verification Period.

5. Investments and Contributions
   • Amount. The amount of an Investment is determined by a Campaign Creator in Creator’s sole discretion but may not be less than $100.00. A Sponsor may make a Contribution of any amount and at any time prior to Campaign Fulfillment. All Contributions, regardless of size, are subject to the terms of this Agreement.
   • Custody. Scovera shall maintain safe custody of Investments and Contributions. Scovera’s obligations related to maintaining safe custody of the Investments and Contributions shall cease upon the initiation of a refund (as more fully described in Section 5) or payment of an Award to a Disclosing Party. Scovera shall not be responsible for fees associated with payment of an Award or refund. Scovera shall not be responsible for theft or partial theft of the Investment by hackers, scammers, carriers, or other third-parties during the attempted delivery of an Investment or Contribution to or from Scovera, when commercially reasonable payment methods are utilized.
   • Fee. In the event of Campaign Fulfillment, Scovera may retain up to 10% of the Award as compensation for Campaign Activation, safe custody of the Investment and Contributions, and independent verification, among other Services provided by Scovera under this Agreement or on its Platform.
   • Refund Requests. A refund may not be requested unless (i) six (6) months have elapsed since Activation, Contribution, or Investment, whichever is later, and no Disclosing Party has contacted Scovera regarding the Campaign, or (ii) an Unrelated Disclosure has occurred (“Eligible Refund”).
   • Refund Process. If Sponsor requests a refund that is an Eligible Refund, the entire amount of the Investment or Contribution will be returned, without interest, to Sponsor. Scovera will not deduct a fee in the event of a refund except for any costs related to making the refund. Investments and Contributions will be returned by wire transfer, ACH, cashier’s check, or by another method chosen by Scovera in Scovera’s sole discretion. Refunds will be delivered within a reasonable time following a request of an Eligible Refund.

6. Termination
   • Binding Agreement. Terms of this Agreement are binding during the Term and neither Party may terminate early except for Cause.
   • Cause for early termination includes:
     • Any violation of a representation, warranty, obligation, or any provision of this Agreement by a Party;
     • Non-payment of an Investment, or a failure by Scovera to refund in accordance with Section 5;
     • Mistake, including a discovery that the Information, or other information that is materially responsive to the Campaign, was in fact publicly available prior to Activation; and
     • A finding by Scovera that a Campaign poses a threat to the health or safety of any individual or organization.
   • Cause for early termination does not include:
     • The collection by Scovera, in any amount, of additional Contributions from any number of Sponsors;
     • Modifications of Campaign, titles, subtitles, descriptions, or imagery after Activation for the purpose of clarity, neutrality, legality, or other reasons;
     • The utilization of or cessation of services of any particular news media organization, social media organization, or publisher of any kind for purposes of Disclosure; or
     • The receipt, by any Disclosing Party, of an unrelated award from a governmental or private whistleblower incentive program.

7. Representations and Warranties
   • User represents and warrants that User:
     • Has read and accepts the terms of this Agreement;
     • Is not seeking or expecting financial return or benefits of any kind associated with a Campaign, Investment, or Contribution, other than the benefits a User may receive from utilizing the Services;
     • Believes in good faith that the Campaign is promoted in the public interest, and that User does not provide Investment, Contribution, or endorse Campaign for reasons other than such public interest;
     • Is not attempting to incentivize illegal or criminal activity in association with the Campaign; and
     • Is not related to, contractually bound with, or otherwise connected in any way to a Disclosing Party, to the extent that a Disclosing Party is located.
   • Scovera represents and warrants that Scovera:
     • is legally organized under the laws of the State of New Mexico and has authority to enter this Agreement;
     • will utilize reasonably available and commercially acceptable means to maintain the confidentiality of the identity of Users; and
     • will utilize reasonably available and commercially acceptable means to maintain the security of Investments and Contributions.

8. Liability
   • Voluntary Participation. User hereby acknowledges that participation in a Campaign or other use of the Platform is strictly voluntary and entirely at User’s own risk. Furthermore, User’s consent to the terms set forth in this Section 8 is a material inducement for Scovera to evaluate and potentially Activate the Campaign, and Scovera would not do so in the absence of Sponsor’s consent to this Section 8.
   • Risks. Sponsor hereby acknowledges that risks may arise pursuant to participation in a Campaign. Accidental violations of the confidentiality obligations under this Agreement or circumstances outside of the control of the Parties, such as a targeted hacking effort on the part of adversarial interests, could result in disclosure of a User’s identity, Investment, Contribution, or general participation in the Campaign. User acknowledges that in the unlikely event of a breach of this Agreement or force majeure, risks may include harassment, doxing, intentional affliction of emotional distress, or physical or psychological injury. User understands that such harms or outcomes may arise from their own or others’ negligence. Nonetheless, User assumes all risks, either known or unknown, of User’s use of the Platform.
   • Informed Consent. Users are hereby notified that Whistleblowers are often protected by whistleblower laws from liability associated with confidentiality agreements, non-disclosure agreements, laws protecting trade secrets, etc. Truth Tellers, however, are not likely to benefit from such laws. Scovera makes no representations or warranties as to the applicability of whistleblower protections to the Campaign and any Disclosing Party that may come forward, or regarding any liability that may or may not extend to User by reason of User’s creation or participation in a Campaign.
   • Scovera’s Role. Scovera’s services are limited to using reasonable web-based means to connect Disclosing Parties with Sponsors. Scovera is not a bank, escrow agent, payment processor, broker, charity, or financial advisor. Scovera does not solicit donations, and the publication of Campaigns on the Scovera website does not constitute a solicitation for donations. Scovera does not guarantee the truth or accuracy of Information, nor does it endorse any cause related to a Campaign. Scovera’s approval of a Proposed Campaign shall not constitute an endorsement of any kind. Scovera does not guarantee the success of any Campaign.
   • Modification, Suspension, or Termination of our Services. Scovera can change, pause, or stop all or some of its Services related to a Campaign at any time and for any reason. Scovera will attempt to provide advance notice prior to the fulfillment or termination of a Campaign, but may not be able to provide advance notice in all cases.
   • Waiver and Release. User, on behalf of itself and any successors, assigns, or heirs, to the fullest extent permitted by law, unconditionally and forever releases, waives, agrees to hold harmless, and discharges Scovera and its affiliates and subsidiaries, along with each of their officers, directors, employees, agents, and contractors (collectively, “Released Parties”), from all claims, judgments, costs, damages, losses, expenses, and liabilities, whether arising under a theory of contract, warranty, negligence, strict liability, product liability, or any other theory, relating to any claim User may have now or in the future with respect to any death, disability, personal injury, property damage, property theft, pecuniary or other loss, damage, cost, or expense, including reasonable attorney’s fees (collectively, Damages), that may be suffered by User or any third party as a result of User’s Investment, Contribution, or participation in a Campaign, when such Damages are caused by anything other than the recklessness, gross negligence, fraud, or willful misconduct of one or more Released Parties.
   • Reporting. User shall report any threats, retaliation, targeting, or suspicious activity of any kind that may be related to a Campaign to law enforcement or appropriate authorities, and then to Scovera.

9. • Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing herein shall give or be construed to give any person or entity, other than the parties hereto and their respective successors and permitted assigns, any legal or equitable rights hereunder.
   • Survival. The termination of this Agreement shall not reduce or terminate the obligations of any of the parties under this Agreement, each of which shall survive such termination.
   • Modification. This Agreement may be modified or amended by Scovera at any time and in Scovera’s sole discretion. A User may not modify this Agreement by any means.
   • Severability. If any provision of this Agreement is prohibited by the laws of any jurisdiction as those laws apply to this Agreement, that provision shall be ineffective to the extent of such prohibition and/or shall be modified to conform with such laws, without invalidating the remaining provisions hereto.
   • Waiver. Failure of either Party to act or exercise its respective rights under this Agreement upon the breach of any terms hereof by the other Party shall not be construed as a waiver of such a breach and shall not prevent the said party from thereafter enforcing strict compliance with any or all of the terms hereof. No waiver of any term or provision of this Agreement shall be binding unless executed in writing by the party entitled to the benefit thereof.
   • Assignment. A User may not assign any of its rights, duties, or obligations, under this Agreement, whether directly or indirectly by merger, consolidation, reorganization, dissolution, death, operation of law, or otherwise, without the prior written consent of Scovera. Any attempted transfer or assignment without consent in violation of the foregoing shall be void. Subject to the foregoing, this Agreement and the provisions hereof shall be binding on the Parties and their respective permitted successors and permitted assigns.
   • Interpretation. No provision of this Agreement will be interpreted in favor of, or against, any of the parties hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof or thereof.
   • Force Majeure. Neither party to this Agreement shall be liable for its failure to perform any of its obligations under this Agreement during any period in which such performance is delayed by hurricane, fire, flood, war, embargo, riot, strike, lockout, civil commotion, government regulation or act of God rendering such performance impossible, provided that the party delayed immediately notifies the other party of the delay.
   • Governing Law. This Agreement shall be governed by and construed according to the laws of the State of New Mexico, without regard to the conflict of laws or choice of law provisions thereof. Subject to the mediation/arbitration provisions below, Jurisdiction and Venue for any suit arising under this Agreement shall be in the state and federal courts located in Bernalillo County, New Mexico and each of the parties consents to the exclusive jurisdiction of such courts and of the appropriate appellate courts. Process in any such case may be served on any party anywhere in the world, whether within or without the State of New Mexico.
   • Mediation/Arbitration. This contract is governed by the Federal Arbitration Act. Any dispute, controversy, or claim arising out of, relating to, or in any way connected with this Contract, including, without limitation, the existence, validity of performance, breach, or termination thereof, as well as any tort claim arising from services provided under this Contract shall be settled by final and binding arbitration in accordance with the rules of the American Arbitration Association. The seat of the arbitration shall be Bernalillo County, New Mexico. The arbitration shall take place before a single arbitrator selected by agreement of the parties or appointed by the American Arbitration Association. In the event of any dispute arising out of or relating to this Agreement, or the breach thereof, the parties agree that, before having recourse to arbitration, they will participate in at least four hours of mediation.
   • Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Facsimile and electronically delivered signatures to this Agreement shall be acceptable and binding. Electronic acceptance by means of a radio button

IN WITNESS HEREOF, the Parties hereto have caused this Agreement to be executed in counterpart on the dates indicated below.

SCOVERA, LLC, a New Mexico limited liability company