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PLATFORM LISTING AGREEMENT

This is an Agreement, entered into on April 25, 2024 by and between NSSC Funding Portal, LLC, a Delaware limited liability company (“NSSC Funding Portal”) and (“Issuer”).

Background

I. NSSC Funding Portal is registered as a “funding portal” as described in section 3(a)(80) of the Securities Exchange Act of 1934.

II. NSSC Funding Portal licenses a digital platform at www.smallchange.co (the “Platform”) where issuers of securities can solicit investments by potential accredited investors.

III. Issuer wishes to raise capital from investors in an offering (the “Offering”) that is exempt from registration under the Securities Act of 1933 (the “Act”) pursuant to section 4(a)(6) thereof (the “Crowdfunding Exemption”).

NOW THEREFORE, intending to be legally bound and acknowledging the receipt of adequate consideration, the parties hereby agree as follows:

License by NSSC Funding Portal.
1. Grant of License. Subject to the terms and condition of this Agreement, NSSC Funding Portal hereby licenses Issuer to conduct the Offering using the Platform.
2. Restrictions on License. Issuer shall not (i) decompile or reverse engineer the Platform or otherwise attempt to obtain the source code for the Platform; (ii) sublicense or allow any other person to use the Platform; (iii) use the Platform for any purpose other than the Permitted Use; or (iv) use the Platform in a manner that interferes with the use of Platform by NSSC Funding Portal or its other customers; (v) copy, reproduce, modify, adapt, translate or create any derivative works from the Platform; (vi) remove, alter, obscure or tamper with any trademark, copyright or other proprietary markings or notices affixed to or contained within the Platform; (vii) permit any competitor of NSSC Funding Portal to access the Platform using Issuer’s credentials; or (viii) encourage or permit any third party to engage in any of the foregoing.
Representations by Issuer. Issuer represents that:
1. Eligibility for Exemption. The Issuer is eligible to offer and sell securities under the Crowdfunding Exemption. Without limiting the preceding sentence, the Issuer is not ineligible to offer or sell securities pursuant to the Crowdfunding Exemption by reason of 17 CFR §227.100(b) or 17 CFR §227.503.
2. No Disqualification Events. Within the last ten (10) years, neither the Issuer nor any of the persons described in 17 CFR §227.503(a) has been the subject of any of the events described in 17 CFR §227.503(a)(1)-(8).
3. Compliance with Crowdfunding Exemption. Issuer will conduct the Offering in compliance with all of the requirements of section 4A(b) of the Act, as well as the regulations adopted by the Securities and Exchange Commission (the “SEC”) implementing the Crowdfunding Exemption, including 17 CFR §227.100, et seq (the “Crowdfunding Regulations”). Without limiting the preceding sentence, Issuer will:
  - Provide all of the information required by 17 CFR §227.201, using such forms or templates as NSSC Funding Portal may determine;
  - Furnish, at its own cost and expense, all documents and instruments required to conduct the Offering, including but not limited to project information, disclosure materials, subscription agreement, marketing documents, and such other supporting documents as may be deemed reasonably necessary or appropriate by NSSC Funding Portal.
  - Not engage in any advertising of the Offering except as permitted by 17 CFR §227.204;
  - Not pay or otherwise compensate any person to promote the offering except as provided by 17 CFR §227.205;
  - Not knowingly accept from any investor an amount in excess of the amounts described in 17 CFR §227.101(a)(2);
  - Conduct the Offering only through the Platform;
  - Not conduct any other offering of any securities concurrently with the Offering, except as approved in writing by NSSC Funding Portal;
  - Prepare and file all forms required to be prepared and filed by Issuer;
  - Ensure that no information provided by Issuer in connection with the Offering includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading;
  - Not, in connection with the Offering, employ any device, scheme, or artifice to defraud, or engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person;
  - Cooperate with NSSC Funding Portal in the conducting the Offering, in a manner to ensure compliance with the Crowdfunding Exemption; and
  - Promptly notify NSSC Funding Portal of any information that could cause Issuer or the Offering to be ineligible for the Crowdfunding Exemption.
4. Compliance with Other Laws. Issuer will conduct the Offering with all other Federal and State laws, including but not limited to securities laws, i.e., laws other than the Crowdfunding Exemption.
5. Compliance with Policies and Procedures. Issuer will comply with all policies and procedures adopted by NSSC Funding Portal for use of the Platform.
6. No Prior Offers. Issuer has not previously made any “offers” of its securities (as defined in section 2(a)(3) of the Act) in connection with the Offering.
7. Prior Offerings. Schedule 2.7 sets forth a list of all of the offerings of securities conducted or attempted by Issuer within the last three (3) years.
8. Change of Information. Issuer shall promptly notify NSSC Funding Portal if any information previously supplied by Issuer becomes inaccurate or incomplete.
9. No Fraud. Issuer shall not, in connection with any offering of its securities, employ any device, scheme, or artifice to defraud, or engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon any person.
10. Post-Offering Obligations. Issuer will comply with all of the obligations imposed by the Crowdfunding Exemption and other laws following completion of the Offering, including but not limited to reporting obligations.
11. No Reliance. Issuer acknowledges that NSSC Funding Portal has not provided Issuer with any business or legal advice. Issuer has such legal, accounting, and other professional assistance as it has deemed advisable.
12. No Promises. Issuer acknowledges that NSSC Funding Portal has not made any representations or guaranties to Issuer, other than those expressly set forth in this Agreement, including but not limited to any promises concerning the likelihood of Issuer’s success in the Offering.
13. Terms of Use and Privacy Policy. Issuer has reviewed and will comply with the Terms of Use and the Privacy Policy as set forth on the Platform.
14. No Conflicts. Neither the execution of this Agreement nor the Offering (i) conflicts with the Certificate of Formation or Operating Agreement of Issuer or any contract to which Issuer is a party or by which it is bound, or (ii) requires the consent of any governmental agency or other third party.
15. No Legal Actions. There are no legal actions pending or, to Issuer’s knowledge, threatened, that would impair Issuer’s ability to conduct the Offering.
16. No Commissions. No party (other than NSSC Funding Portal) will be owed a commission from the sale of securities pursuant to the Offering.
17. No Guaranty. Issuer acknowledges that NSSC Funding Portal has made no representations, warranties, or promises to Issuer whatever, except as set forth in this Agreement. Without limiting the preceding sentence, NSSC Funding Portal has made no representations concerning (i) the number of potential investors likely to register at the Platform, or (ii) the likelihood that the Offering will be successful.
18. No Liability for Third Party Statements. Issuer acknowledges that the Platform will include communications channels that allow registered users to comment on Issuer and the Offering, and that NSSC Funding Portal is not responsible or liable for any inaccurate or libelous statements that may be made on such communications channels.
19. Non-Circumvention. Issuer will not solicit any investor introduced to Issuer by NSSC through the Platform to invest in any subsequent offering of Issuer.
20. Enforceability. This Agreement is the binding legal obligation of Issuer, enforceable in accordance with its terms in all material respects, except as enforcement may be affected by bankruptcy or similar proceedings.
21. No Endorsement. Issuer may advertise that its securities are or will be listed on the Platform, but shall not claim or imply that NSSC Funding Portal has approved or endorsed Issuer or its securities.
22. Recordkeeping. Issuer has established means to keep accurate records of the holders of the securities that will be offered and sold through the Offering.
23. Third Party Service Providers. Issuer agrees to engage the services of the third-party service providers listed on Schedule 2.23 for purposes of the Offering.
24. Notice of Claims. Issuer shall promptly notify NSSC Funding Portal of any actual or threatened claim by an investor relating to the Offering.
25. Communications Channels. Issuer shall participate in the "communications channel" for the Offering on the Platform in accordance with policies established by NSSC Funding Portal.
26. Other Warranties. Issuer represents that (i) it is in good standing in each jurisdiction where the failure to be in good standing would impair its business; (ii) this Agreement and the Offering have been duly authorized by all necessary corporate action; (iii) no person has a preemptive right to acquire the securities to be offered on in the Offering; (iv) there is no litigation pending or, to the knowledge of Issuer, threatened regarding or restraining the Offering; and (v) Issuer has not been rejected by another funding portal, whether in contemplation of the Offering or a different offering under the Crowdfunding Exemption.
Representations of NSSC Funding Portal. NSSC Funding Portal represents that:
1. Licensure. NSSC Funding Portal will keep its license to operate as a funding portal in force through the term of the Offering.
2. Compliance with Laws. NSSC Funding Portal shall use reasonable commercial efforts to comply with all of the provisions of section 4A(a) of the Act and those provisions of the Crowdfunding Regulations that apply to intermediaries.
3. Enforceability. NSSC Funding Portal represents that this Agreement is the binding legal obligation of NSSC Funding Portal, enforceable in accordance with its terms in all material respects, except as enforcement may be affected by bankruptcy or similar proceedings.
4. Limited Performance Warranty. NSSC Funding Portal warrants that the Platform will perform substantially as demonstrated and that all services performed by NSSC Funding Portal will be performed in a good and workmanlike manner. In the event Issuer believes that NSSC Funding Portal is in violation of this limited performance warranty, Issuer shall notify NSSC Funding Portal and NSSC Funding Portal shall use reasonable commercial efforts to correct any error or defect.
5. Availability. NSSC Funding Portal shall use commercially reasonable efforts to make the Platform available to potential investors on a 24/7 basis without material interruption, except for (i) normal maintenance and repairs, and (ii) any loss or interruption due to causes beyond the control of NSSC Funding Portal, including, but not limited to, delay, interruption or failure of telecommunication or Internet transmission.
6. Warranty of Non-Infringement.
  - In General. NSSC Funding Portal warrants that Issuer’s use of the Platform as anticipated by this Agreement will not infringe on the rights of any third party. If a claim is made that Issuer’s use of the Platform infringes on the rights of a third party then NSSC Funding Portal will, at its sole expense and as Issuer’s sole remedy, defend against such claim and pay any final judgment against Issuer, provided that Issuer promptly notifies NSSC Funding Portal of any such claim in writing and NSSC Funding Portal is given sole control over the defense and settlement of such claim. NSSC Funding Portal may, without the knowledge or consent of Issuer, agree to any resolution of the dispute that does not require on the part of Issuer a payment or an admission of wrongdoing. Without limiting the preceding sentence, NSSC Funding Portal may (i) seek to obtain through negotiation the right of Issuer to continue using the Platform; (ii) rework the Platform so as to make it non-infringing; or (iii) replace the Platform, as long as the reworked or replacement Platform does not result in a material adverse change in the “look and feel” or operational characteristics of the Platform. If none of these alternatives is reasonably available in NSSC Funding Portal’s sole discretion, NSSC Funding Portal may terminate this Agreement without financial penalty.
  - Exceptions. The foregoing warranty shall not apply to infringement caused by (i) Issuer’s modification or use of the Platform other than as contemplated by the Agreement; (ii) Issuer’s failure to use corrections or enhancements made available by NSSC Funding Portal to the extent that such corrections or enhancements would make the Platform non-infringing; or (iii) information, specification or materials provided by Issuer or third party acting for Issuer.
7. No Other Warranties. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 3, THE PLATFORM, INCLUDING ANY MANUALS AND OTHER MATERIALS, IS PROVIDED BY THE NSSC “AS IS,” WITHOUT WARRANTY OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR ANY WARRANTY THAT THE PLATFORM WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION, OR THAT ISSUER WILL BE SUCCESS RAISING FUNDS THROUGH USE OF THE PLATFORM, OR THAT THE PLATFORM WILL OTHERWISE MEET ISSUER’S REQUIREMENTS OR COMPLY WITH SECURITIES LAWS. ANY WARRANTIES IMPLIED BY LAW, COURSE OF DEALING, OR OTHERWISE ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
Due Diligence. NSSC Funding Portal shall conduct a due diligence review of Issuer and the Offering promptly following the execution of this Agreement and shall complete such review within thirty (30) days following the date that Issuer has provided NSSC Funding Portal with all information requested by NSSC Funding Portal. Such due diligence review may include, among other things, conducting such investigations as NSSC may choose to conduct to comply with its obligations under 17 CFR §227.301, seeking additional representations and warranties from Issuer, and such other steps and procedures as NSSC Funding Portal deems necessary or appropriate. Issuer shall cooperate with NSSC Funding Portal in conducting the due diligence review and shall cause its employees and agents to cooperate. If NSSC Funding Portal is dissatisfied with such review in its sole and unlimited discretion, it may terminate this Agreement by giving written notice to Issuer.
Ownership of Intellectual Property.
1. I Intellectual Property of NSSC Funding Portal. NSSC Funding Portal or its affiliates are the exclusive owners of the Platform and all of the intellectual property rights associated with the Platform, including all trademarks, service marks, patents, copyrights, trade secrets, designs, algorithms, and software, even if the NSSC Funding Portal incorporates into the Platform suggestions made by Issuer.
2. Intellectual Property of Issuer. Issuer is the exclusive owner of its name, logo(s), trademarks, URLs, and other intellectual property.
3. Data Collected on Platform. NSSC Funding Portal is the exclusive owner of all data it collects from the use and operation of the Platform, including but not limited to the names and other identifying information of registered users and the frequency and duration of visits.
4. License of Issuer IP. Issuer hereby grants to NSSC Funding Portal a non-exclusive, perpetual, royalty-free license to display on the Platform and in advertising materials the name of Issuer and other information related to the Primary Offering, both during and following the Term. All such displays shall be tasteful and professional.
Term.
1. In General. The term of this Agreement (the “Term”) shall begin on the date first written above and shall continue until terminated in accordance with this section 6.
2. Termination of Offering. This Agreement shall terminate upon the termination or completion of the Offering. Upon the written agreement of the parties, a new Term shall begin in connection with a subsequent offering of Issuer to be conducted on the Platform.
3. Termination for Cause. Either party may terminate this Agreement in the event the other party breaches this Agreement and such breach is not cured within ten (10) days’ notice from the non-breaching party.
4. Termination for Breach of Representations. Either party may terminate this Agreement in the event any representation of the other party set forth in this Agreement is untrue and remains untrue for ten (10) days following notice.
5. Termination for Failure to Qualify. If either Issuer or NSSC Funding Portal believes the Offering will not comply with the Crowdfunding Exemption, it shall promptly notify the other party in writing, explaining in reasonable detail the reason(s) for its belief. For a period of not less than ten (10) days, the parties shall discuss in good faith how the Offering can be modified to comply with the Crowdfunding Exemption, without material harm to either Issuer or NSSC Funding Portal. If they cannot agree, then either party may terminate this Agreement.
6. Terminations Required by Law. NSSC Funding Portal may terminate this Agreement as required by 17 CFR §227.301.
7. Result of Termination. Upon any termination of this Agreement the license granted pursuant to section 1 shall terminate and the securities of Issuer shall no longer be listed for sale on the Platform. The termination of this Agreement shall not affect the rights or obligations of the parties as in effect immediately before termination. Issuer shall not be entitled to any refund upon termination.
Suspension of Listing. If NSSC Funding Portal believes that (i) any of the materials concerning the Offering on the Platform are inaccurate in any material respect, (ii) Issuer is in breach of any of its representations or obligations under this Agreement, or (iii) Issuer is violating the Terms of Use for the Platform, then NSSC Funding Portal shall notify Issuer, explaining its belief in reasonable detail. If Issuer does not respond adequately to such notice within three (3) business days, then NSSC Funding Portal may suspend the listing of the Offering on the Platform and the performance of its own obligations under this Agreement. Nothing in this paragraph, however, shall preclude NSSC Funding Portal from suspending the listing of the Offering on the Platform without notice to Issuer in the event NSSC Funding Portal reasonably believes that such suspension is necessary to protect NSSC Funding Portal or its other users.
Assistance with Offering Materials. NSSC Funding Portal might assist with Issuer’s offering materials, including but not limited to its Limited Liability Company Agreement or Operating Agreement, if any, its Investment Agreement or Subscription Agreement, and its Form C. Such assistance might take the form of providing document templates, helping Issuer complete document templates, document drafting assistance, or otherwise. Issuer acknowledges that (i) Issuer will fully cooperate with NSSC Funding Portal, including, without limitation, providing complete and accurate information about Issuer and the Offering; (ii) none of the assistance provided by NSSC Funding Portal will constitute legal, accounting, or other professional advice, and any such assistance is subject to the approval of Issuer and its professional advisors; (iii) only Issuer, and not NSSC Funding Portal, will be responsible for the content of Issuer’s offering materials, including but not limited to its Form C; (iv) Issuer will carefully review all of its offering materials before they are posted to the Site and made available to prospective investors; (v) any assistance provided by NSSC Funding Portal is provided on an “as is” basis, with no representations or warranties whatever; (vi) Issuer will not later claim that NSSC Funding Portal is responsible for any misstatements or omissions in Issuer’s offering materials or for errors in drafting, or that the assistance of NSSC Funding Portal caused the Offering to be unsuccessful or otherwise damaged Issuer; and (vii) if NSSC Funding Portal makes changes to its document templates based on the Offering, any intellectual property rights associated with such changes (e.g., copyrights) belong exclusively to NSSC Funding Portal.
Compensation.
1. Administrative Fee. Upon the execution of this Agreement, Issuer has paid to NSSC Funding Portal a non-refundable, one-time administrative fee of $2,500.
2. Success Fee. Upon successful completion of the Offering, NSSC Funding Portal shall be entitled to a non-refundable, one-time success fee based on the gross proceeds of the Offering to be calculated as the sum of the following:
  - 5% of gross proceeds for the first $1 million raised, plus
  - 4% of gross proceeds for the second $1 million raised, plus
  - 3% of gross proceeds for anything raised above $2 million.
3. Reimbursement of Costs. Issuer shall reimburse NSSC Funding Portal for all out-of-pocket costs incurred by NSSC Funding Portal in the course of the offering, including but not limited to bank wire fees, ACH transfer fees, and escrow charges and rolling closes, but not including NSSC Funding Portal’s general overhead expenses. If the Offering is completed, such costs may be paid from the proceeds of the Offering. If not, they shall be paid within ten (10) days following the termination of the Offering.
4. Compensation for Other Services. If, at the request of Issuer, NSSC Funding Portal or one of its affiliates provides additional services (for example document preparation assistance, document review, technology training, photography, design and business consulting), Issuer shall pay the compensation agreed by Issuer and NSSC Funding Portal. If the Offering is completed, such costs may be paid from the proceeds of the Offering. If not, they shall be paid within ten (10) days following the termination of the Offering.
5. Authorization to Escrow Agent. Issuer hereby authorizes NSSC Funding Portal to instruct the escrow agent (or other person performing the duties of an escrow agent) to disburse the fees and reimbursements described in sections 9.2, 9.3, and 9.4 directly to NSSC Funding Portal from the proceeds of the Offering, if the Offering is successful.
6. Interest on Unpaid Balance. In the event Issuer fails to pay any amount due to NSSC Funding Portal when due, the unpaid balance shall bear interest at the rate of one-and-one half percent (1.5%) per month.
Limitations.
1. Limitation of Liability. NSSC FUNDING PORTAL SHALL NOT BE LIABLE TO ISSUER UNDER ANY CIRCUMSTANCES (EVEN IF THIS AGREEMENT IS TERMINATED) FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR BUSINESS ADVANTAGE), WHETHER BASED UPON A CLAIM OR ACTION OF TORT CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY, CONTRIBUTION, INDEMNITY OR ANY OTHER LEGAL THEORY OR CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. Limitation on Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NSSC FUNDING PORTAL’S AGGREGATE MONETARY LIABILITY FOR ANY CAUSE OR CAUSES (REGARDLESS OF THE FORM OF ACTION) UNDER OR RELATING TO THIS AGREEMENT, WHETHER PRIOR OR SUBSEQUENT TO ITS TERMINATION, SHALL IN NO EVENT EXCEED THE TOTAL OF ALL AMOUNTS PAID TO NSSC FUNDING PORTAL BY ISSUER PURSUANT TO THIS AGREEMENT DURING THE PRECEDING TWELVE (12) MONTHS.
3. Exclusion. The limitations set forth in sections 10.1 and 10.2 shall not apply to any claims arising under section 3.6 (concerning NSSC Funding Portal’s warranty of non-infringement).
Indemnification by Issuer. Issuer shall indemnify and hold NSSC Funding Portal harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of or in connection with (i) a breach of this Agreement by Issuer; (ii) the operation of Issuer’s business; or (iii) the offering or sale of securities by Issuer. Issuer shall promptly notify NSSC Funding Portal of any actual or threatened claim by an investor relating to the Offering.
Miscellaneous.
1. Amendments; Waivers. No amendment, modification, or waiver of any provision of this Agreement shall be binding unless in writing and signed by the party against whom the operation of such amendment, modification, or waiver is sought to be enforced. No delay in the exercise of any right shall be deemed a waiver thereof, nor shall the waiver of a right or remedy in a particular instance constitute a waiver of such right or remedy generally.
2. Notices. Any notice or document required or permitted to be given under this Agreement may be given by a party or by its legal counsel and shall be deemed to be given (i) one day after the date such notice is deposited with a commercial overnight delivery service with delivery fees paid, or (ii) on the date transmitted by facsimile or electronic mail with transmission acknowledgment, to the following addresses, or such other address or addresses as the parties may designate from time to time by notice satisfactory under this section:
  - Issuer:
    NSSC Funding Portal
    c/o Eve Picker
    947 Liberty Avenue, Unit 1
    Pittsburgh, PA, 15222
    [email protected]
  - Company:
    
    c/o ,
3. Governing Law. This Agreement shall be governed by the internal laws of Pennsylvania without giving effect to the principles of conflicts of laws. Each party hereby consents to the personal jurisdiction of the Federal or Pennsylvania courts located in or most convenient to Allegheny County, Pennsylvania, and agrees that all disputes arising from this Agreement shall be prosecuted in such courts. Each party hereby agrees that any such court shall have in personam jurisdiction over such party and consents to service of process by notice sent by regular mail to the address set forth above and/or by any means authorized by Pennsylvania law.
4. Force Majeure. Neither party shall be entitled to recover damages or terminate this Agreement by virtue of any delay or default in performance by the other party (other than a delay or default in the payment of money) if such delay or default is caused by Acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected; provided that the party experiencing the difficulty shall give the other prompt written notice following the occurrence of the cause relied upon, explaining the cause and its effect in reasonable detail. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
5. Language Construction. The language of this Agreement shall be construed in accordance with its fair meaning and not for or against any party. The parties acknowledge that each party and its counsel have reviewed and had the opportunity to participate in the drafting of this Agreement and, accordingly, that the rule of construction that would resolve ambiguities in favor of non-drafting parties shall not apply to the interpretation of this Agreement.
6. No Offer. The submission of this Agreement by any party for the review and/or execution by another party does not constitute an offer or reservation of rights for the benefit of any party. This Agreement shall become effective, and the parties shall become legally bound, only if and when all parties have executed this Agreement.
7. Signatures. This Agreement may be signed (i) in counterparts, each of which shall be deemed to be a fully executed original; and (ii) electronically, e.g., via DocuSign or HelloSign. An original signature transmitted by facsimile or email shall be deemed to be original for purposes of this Agreement.
8. Assignment. No party to this Agreement shall assign his or its rights or duties hereunder without the prior written consent of the other parties. Any attempted assignment without such prior written consent shall be null and void.
9. No Third-Party Beneficiaries. Except as otherwise specifically provided in this Agreement, this Agreement is made for the sole benefit of the parties. No other persons shall have any rights or remedies by reason of this Agreement against any of the parties or shall be considered to be third party beneficiaries of this Agreement in any way.
10. Fiduciary Obligations. The parties intend that neither this Agreement nor any course of dealing shall create fiduciary obligations.
11. Binding Effect. This Agreement shall inure to the benefit of the respective heirs, legal representatives and permitted assigns of each party, and shall be binding upon the heirs, legal representatives, successors and assigns of each party.
12. Titles and Captions. All article, section and paragraph titles and captions contained in this Agreement are for convenience only and are not deemed a part of the context hereof.
13. Pronouns and Plurals. All pronouns and any variations thereof are deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require.
14. Days. Any period of days mandated under this Agreement shall be determined by reference to calendar days, not business days, except that any payments, notices, or other performance falling due on a Saturday, Sunday, or federal government holiday shall be considered timely if paid, given, or performed on the next succeeding business day.
15. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings.

IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date first written above.

BY: NSSC FUNDING PORTAL, LLC
By Eve Picker, Manager

BY:
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Timestamp

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June 14, 2021 5:32 pm EDT

Listing Agreement Uploaded by Eve Picker - [email protected] IP 98.220.209.123

July 16, 2021 12:24 pm EDT

Document owner [email protected] has handed over this document to [email protected] 2021-07-16 12:24:51 - 198.1.118.118