Wraith Brokerage Terms of Use

Wraith Brokerage, LLC ("Wraith Brokerage," "we," or "us") owns and operates https://www.wraithbrokerage.com and other sites linking to these Terms of Use (individually, the "Site", or, collectively, the "Sites"). Through the Sites, Wraith Brokerage provides various service offerings, information, and resources related to an electronic messaging platform and marketplace whereby investors may find buyers and sellers of certain interest in non-public investments (each a "Product" and collectively, the "Products"). References to the Sites herein include the Products.

Wraith Brokerage may change, suspend, modify, or discontinue all or any part of the Sites in its sole discretion with or without notice. Wraith Brokerage is not liable if all or any part of a Site is, for any reason, unavailable at any time or for any period. Wraith Brokerage reserves the right to block or deny access to any of the Sites to anyone at any time for any reason. Wraith Brokerage is not obligated to correct or update any information or content on the Sites.

Terms and Conditions, Changes to the Terms of Use

These terms of use (together with any additional terms, as described below) ("Terms of Use") are an agreement between you and Wraith Brokerage governing your access to and use of the Sites, their functionality, and their content. Subject to your full and ongoing compliance with these Terms of Use, Wraith Brokerage hereby grants you the limited and revocable right to access and use those portions of the Sites for which you registered or are otherwise granted access, solely for their intended purposes, and solely for your internal business purposes. If you use or access the Sites on behalf of a business or other entity, you must have authority to bind that business/entity. In such case, the term "you" includes the business/entity and any of its agents that use or access the Sites. By using or accessing the Sites, you represent and warrant that you are of legal age to accept these Terms of Use and form a binding contract with Wraith Brokerage.

We may now or in the future offer multiple platforms (the "Wraith Brokerage Platforms") through our Sites. To use the platforms, you must adhere to additional terms and conditions based on the Wraith Brokerage Platforms, including additional terms and conditions that may be specific to each such Platform, as identified below and/or presented to you at the time you commence use of such Platforms. Certain offerings on the Sites may be free of charge or offered for a fee, and we reserve the right to change, on a going forward basis, what Products are offered free of charge or for a fee, or the fees charged for any given Product offering.

PLEASE READ THE TERMS OF USE CAREFULLY.

BY ACCESSING ANY PAGES ON THE SITES; CREATING AN ACCOUNT; USING ANY PRODUCTS MADE AVAILABLE THROUGH THE SITES; POSTING, SUBMITTING, TRANSMITTING, OR UPLOADING ANY INFORMATION OR CONTENT THROUGH THE SITES; OR USING ANY PLATFORM, YOU EXPRESSLY AGREE THAT YOU HAVE READ AND THAT YOU UNDERSTAND AND AGREE TO THE TERMS, CONDITIONS, LIMITATIONS, NOTICES, AND COVENANTS SET FORTH IN THESE TERMS OF USE AND ANY APPLICABLE POLICIES AND DISCLAIMERS REFERENCED HEREIN OR ON THE SITES. DO NOT USE THE SITES IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE AND OTHER POLICIES.

As stated above, Wraith Brokerage reserves the right to update or modify the Terms of Use at any time on a going forward basis, with or without prior notice, and such changes will become effective as follows. Modifications to these Terms of Use will be effective upon the earlier of (i) your first use of the Sites or Product with actual notice of such change, or (ii) 30 days from the public posting of such change. Disputes arising under these Terms will be resolved in accordance with the version of the Terms of Use in place at the time the dispute arose. We use reasonable efforts to ensure that the Terms of Use identify the last date of update. In the case of material changes to the Terms, Wraith Brokerage will make reasonable efforts to notify you of the change, such as through sending an email to any address you may have used to register for an account, through a pop-up window on the Service, or other similar mechanism. We encourage you to review these Terms of Use frequently to stay informed of the latest modifications.

Account Access and Security

You are required to register and create an account in order to access certain content and functionality of the Sites, including on any of the Wraith Brokerage Platforms. If you choose to create an account, you must provide an email address and password and may be required to provide additional personal information. To protect your account security, you should choose a username and password that are not associated with your personal information.

You are responsible for maintaining the confidentiality of your account, password, and other information. Any account you create is personal to you and you agree not to provide any other person with access to it. You agree to notify Wraith Brokerage immediately if you become aware of any unauthorized access to or use of your account. You may be required to logout from your account at the end of each session. You should use caution when accessing your account from a public or shared computer so that others are not able to view or access your information. Wraith Brokerage may disable an account at any time in its sole discretion. Circumventing account access controls may be a violation of law.

Any information you provide to Wraith Brokerage must be correct, current, and complete. Our use of such information is governed by the Privacy Policy located at wraithbrokerage.com/privacy. You consent to our use of such information consistent with the Privacy Policy.

User Content

The Sites may now or in the future contain Products that use information you have provided to Wraith Brokerage and that allow you and others to post, submit, publish, display, or otherwise transmit ("post") various information and materials ("User Content"), which may include answers in response to questions, comments, documents, and other similar content. Other than personally identifiable information that you provide to Wraith Brokerage in connection with your account or as requested or required by the Sites (which information is subject to the Privacy Policy) and except as expressly provided in these Terms of Use or the policies applicable to any Wraith Brokerage Platform, User Content is and will be considered non-confidential and non-proprietary.

You retain all your ownership rights in and to your User Content, and by posting User Content to the Sites, you hereby grant to Wraith Brokerage an unrestricted, non-exclusive, perpetual, royalty-free, worldwide, transferable, sublicensable, and irrevocable license and right, but not the obligation, to use, edit, alter, copy, reproduce, disclose, display, publish, prepare derivative works from, perform, market, distribute, exhibit, broadcast, or otherwise exploit such User Content and derivatives thereof, in whole or in part, and in any form, media, or technology now known or hereafter developed.

Content Standards

You agree that you will not post any User Content that (a) infringes or violates any other party's intellectual property rights, (b) fails to comply with applicable laws and regulations, or (c) contains any expressions of hate, abuse, offensive images or conduct, or any similar content. Without limiting the foregoing, User Content must not:

  • contain any defamatory, libelous, slanderous, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, sexually explicit, pornographic, or otherwise objectionable (as determined by Wraith Brokerage in its sole discretion) material;
  • promote violence or discrimination based on race, ethnicity, sex, religion, nationality, disability, sexual orientation, gender identity, or age;
  • violate any person's or party's legal rights (including intellectual property rights, moral rights, and rights of publicity and privacy);
  • impersonate any person or entity or misrepresent the identity or affiliation of the user or any other party;
  • appear as if it is posted by or endorsed by Wraith Brokerage or any other person or entity, if this is not the case;
  • be likely to or designed to deceive any person;
  • contain any material that is unlawful or could result in civil or criminal liability;
  • incite, advocate, promote, contribute to, enable, or assist any illegal or unlawful activity;
  • involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter or advertising, other than as conducted by Wraith Brokerage in its operation of the Sites; or
  • conflict with these Terms of Use or any other applicable law or policy.

Prohibited Uses

You may use the Sites only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Sites:

  • in any way that violates any applicable law or regulation (including any laws regarding export of data or software to and from the United States or other countries);
  • for the purpose of exploiting, harming, or attempting to exploit or harm minors or any other person in any way by exposing them to inappropriate content, asking for personally identifiable information, defrauding them, or similar conduct;
  • to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards;
  • to transmit, or procure the transmission of, any advertising or promotional material except as expressly permitted on the Sites;
  • to impersonate or attempt to impersonate Wraith Brokerage, an employee of Wraith Brokerage, another user, or any other person or entity;
  • to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Sites, or which, as determined by Wraith Brokerage, may harm Wraith Brokerage or users of the Sites, expose them to liability, or threaten the security of their personally identifiable information;
  • to provide services, information, materials, resources, or advice to any third person, directly or indirectly, on a service bureau basis or otherwise.

Intellectual Property Rights

Wraith Brokerage and its licensors or other providers own the Sites, including all of their content, features, and functionality - including any information, software code, text, displays, images, video, and audio, and the design, selection and arrangement of such material, and any documents, resources, recommendations, guidance, forms, policies, or other materials provided or generated through the Sites ("Site Content"). The Sites and all such Site Content are protected by US and international copyright, trademark, and other laws and treaties, and may not be used except as permitted in the Terms of Use. No right, title, or interest in or to the Sites or any Site Content is transferred to you, and all rights not expressly granted are reserved by Wraith Brokerage. Any use of the Sites or Site Content not expressly permitted by the Terms of Use is a breach of them and may violate copyright, trademark, and other laws.

Affiliate Disclosure and Financial Services Disclaimer

Wraith Brokerage may provide certain information to Wraith Capital Advisory, LLC, an affiliate of Wraith Brokerage. Any such information sharing will be conducted in accordance with applicable privacy laws and Wraith Brokerage's Privacy Policy. You acknowledge and consent to such information sharing as part of your use of the Sites and Products.

Important Financial Disclaimer

Wraith Brokerage does not provide financial advice, investment advice, or any services that would be subject to regulation by the Financial Industry Regulatory Authority (FINRA), the Securities and Exchange Commission (SEC), or any other financial regulatory authority. The Sites and Products are designed solely to facilitate connections and communications between users in connection with potential investment opportunities. Any information, content, or resources provided through the Sites are for informational purposes only and should not be construed as financial, investment, legal, tax, or other professional advice.

You acknowledge that any investment decisions you make are based on your own independent analysis and judgment, and Wraith Brokerage makes no recommendations regarding any particular investment, security, or transaction. You are solely responsible for conducting your own due diligence and seeking appropriate professional advice from qualified advisors before making any investment or financial decisions.

Disclaimer of Warranties

Important Legal Notice

THE SITES AND ANY CONTENT AND SERVICES ON THE SITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESS WARRANTIES PROVIDED IN THESE TERMS OF USE OR OTHER APPLICABLE POLICIES. NEITHER WRAITH BROKERAGE NOR ANY PERSON OR ENTITY AFFILIATED OR ASSOCIATED WITH IT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE SITES OR SITE CONTENT.

Limitation on Liability and Time to File Claims

Liability Limitations

IN NO EVENT WILL WRAITH BROKERAGE, ITS SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, MANAGERS, DIRECTORS, AFFILIATES OR LICENSORS, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH USE OF, OR INABILITY TO USE, THE SITES, ANY WEBSITES LINKED TO THE SITES, ANY SITE CONTENT OR OTHER CONTENT ON THE SITES OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES OR SUCH OTHER WEBSITES.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Governing Law and Jurisdiction

You agree that all matters relating to the Sites and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).

You agree that the federal and state courts located in the State of Florida have exclusive jurisdiction over any legal proceedings relating to, arising out of, or connected in any way to your use of the Sites. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Dispute Resolution and Arbitration

In the interest of resolving disputes between you and Wraith Brokerage in the most expedient and cost effective manner, and except as described below, you and Wraith Brokerage agree that every dispute arising in connection with these Terms of Use will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award.

Jury Trial Waiver

YOU UNDERSTAND AND AGREE THAT, BY USING OR ACCESSING THE SITES, YOU AND WRAITH BROKERAGE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Any arbitration between you and Wraith Brokerage will be settled under the Federal Arbitration Act and administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (collectively, "AAA Rules") as modified by these Terms of Use. The AAA Rules and filing forms are available online at www.adr.org or by calling the AAA at 1-800-778-7879.

Contact Information

This website is operated by Wraith Brokerage, LLC.

All feedback, comments, requests for technical support, and other communications relating to the Sites should be directed to:info@wraithbrokerage.com

Last Updated: September 15, 2025