{"id":795,"date":"2025-06-24T06:11:11","date_gmt":"2025-06-24T06:11:11","guid":{"rendered":"http:\/\/52.87.205.15\/?page_id=795"},"modified":"2025-06-24T06:14:04","modified_gmt":"2025-06-24T06:14:04","slug":"terms","status":"publish","type":"page","link":"https:\/\/www.soteriamarket.com\/index.php\/terms\/","title":{"rendered":"Terms"},"content":{"rendered":"\t\t
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Welcome to Soteria. We appreciate your interest in the service. It is important that you read, understand and adhere to the following terms and conditions:<\/p>

General Terms and Conditions<\/h1>

The following terms and conditions (the \u201cT&C<\/span>\u201d) govern your use of the Platform. The T&C applies to all users of the Platform.<\/p>

All use of the Platform is subject to the T&C and, in some cases, a User Agreement (as defined below) that you may have executed with us. By accessing and using the Platform, you acknowledge, accept, and agree to the T&C and all other terms, conditions, procedures and policies that may be published from time to time on the Platform by us, each of which is incorporated by reference, including providing truthful and accurate responses to inquiries by Soteria from time to time.<\/p>

The T&C represents a binding contract between you and Soteria, and together with any other agreements between you and Soteria, including without limitation, a User Agreement, that govern your use of products, features, contents, applications and services available on the Platform. Specifically, if you or the company that you represent has entered into or will enter into a User Agreement, the terms and conditions of the T&C are hereby incorporated into the User Agreement by this reference as if fully stated therein. In the event of a conflict between the T&C and the User Agreement, the terms of the User Agreement shall prevail. <\/span><\/i>Each User represents and warrants that you have the authority to adhere to the T&C on behalf of the User Account. If you do not agree with anything contained in the T&C, you are prohibited from submitting information to, accessing information from, or otherwise utilizing the Platform. Soteria reserves the right to change the T&C, from time to time, upon notice to Users and Users, who will be notified by the email address registered with Soteria or via the Soteria platform. In the case of any changes to Pricing, Payments and Billing, Soteria will notify the primary user of your User Account by email 30 days before any change goes into effect. Use of the Platform 30 day following an email notification or an electronic posting announcement of any changes to the T&C shall be deemed to be acceptance thereof by you. In the T&C, we may refer to a User \/ User Account \/customer \/reader \/ entity as \u201cyou\u201d. You agree to keep business information and trade secrets of Soteria, including, but not limited to the terms and pricing set forth herein, and any user account information confidential until such information becomes known to the public generally without your fault and except to the extent that disclosure may be required by law, regulation or legal process.<\/p>


<\/p>

Definitions<\/h1>

\u201cAccredited Investor<\/span>\u201d within the meaning of Rule 501 of Regulation D under the Securities Act.<\/p>

\u201cAcquisition Transaction<\/span>\u201d shall mean, in connection with any transaction or series of related transactions in which (i) legal rights of a creditor or shareholder are sold and\/or assigned and\/or transferred and\/or leased by Seller and\/or Borrower; and\/or<\/p>

(ii) a Buyer makes an investment in the Borrower and\/or provides debt or equity funding to the Borrower and\/or takes upon itself any risk, commitment or responsibility of the Seller, directly or indirectly; and\/or (iii) the Seller\u2019s or Borrower\u2019s voting power is transferred, or the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Seller or Borrower or any subsidiary of any of them, of all or substantially all the assets, or intellectual property of the selling party and its subsidiaries taken as a whole (whether by merger, consolidation or otherwise), of one or more subsidiaries of such<\/p>

party if substantially all of the assets of the selling party and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, or (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by a Seller and\/or Borrower or any subsidiary of such party, of all or substantially all the assets, or intellectual property of a division or business unit of such Borrower.<\/p>

When a Seller uses the Platform in order to make a transaction with respect to its rights as a creditor towards the Borrower, any transaction made by the Borrower with any User Account will be deemed as an Acquisition Transaction, whether or not the User Account was a direct party to such agreement.<\/p>

\u201cBorrower<\/span>\u201d shall mean any individual, company, partnership and any other entity that borrowed and\/or owes money to a User Account.<\/p>

\u201cContent<\/span>\u201d means the contents of the Platform and any products or services provided or sold by Soteria, including the Platform\u2019s look and feel, text, graphics, logos, button icons, images, audio and video clips (if any) and software, as well as the compilation of businesses, advisors, investors and lenders on the Platform.<\/p>

\u201cConsummated Transaction<\/span>\u201d means, with respect to a Shared Deal Opportunity, the earlier of, (i) the closing of an Acquisition Transaction as contemplated in clause<\/p>

(A) of the definition of Transaction Consideration, (ii) the initial payment of consideration or purchase for the securities as contemplated in clause (B) of the definition of Transaction Consideration, and (iii) the initial payment of cash or other consideration by the acquirer or lender or the event upon which any amounts are made available to be deployed from lender as contemplated in clause (C) of the definition of Transaction Consideration (such date being the \u201cTransaction Close Date\u201d). In the event of an earn-out, the part of the Transaction Consideration allocated to the earn-out provision shall be deemed \u201cCompleted\u201d.<\/p>

\u201cDeal Opportunity<\/span>\u201d means an opportunity to either sell a business or seek capital (equity and\/or debt) that is offered on the Platform by a User Account.<\/p>

\u201cNDA<\/span>\u201d means any non-disclosure, confidentiality or other similar agreement, including any supplements or amendments thereto.<\/p>

\u201cPer Deal Fee<\/span>\u201d means a fee charged to a User Account for each Shared Deal Opportunity as may be set forth in the User Agreement of the User Account.<\/p>

\u201cPlatform<\/span>\u201d means the products, features, contents, applications and services provided by Soteria on its websites.<\/p>

\u201cSecurities Act<\/span>\u201d means the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.<\/p>

\u201cSeller<\/span>\u201d shall mean a User Account using the Platform to sell, lease, assign, transact or otherwise dispose its rights as a creditor toward a Borrower and\/or is seeking another party to replace him as a creditor and\/or any User Account who is looking to sell any assets. Without derogating from the above, any User Account who entered into a Seller User Agreement with Soteria and\/or received a Seller User Password will be deemed as Seller in this T&C.<\/p>

\u201cShared Deal Opportunity<\/span>\u201d is a Deal Opportunity that is shared with a User Account.<\/p>

\u201cSoteria<\/span>\u201d, \u201cwe\u201d, \u201cus\u201d or \u201cour\u201d means Soteria Market Inc., its subsidiaries, affiliates, assignees and its and their officers, directors, employees and agents. However it is hereby clarified that Soteria will not be bound to any commitment, undertaking or obligation created by any employee and\/or agent, unless such commitment,<\/p>

undertaking or obligation was created by an authorized officer of the company and was duly approved in writing by Soteria.<\/p>

\u201cSuccess Fee<\/span>\u201d means a \u201csuccess fee\u201d as contemplated in the User Agreement that is paid to Soteria in connection with a Consummated Transaction.<\/p>

\u201cTail<\/span>\u201d means the eighteen (18) month period following the receipt of a \u201cShared Deal Opportunity.\u201d<\/p>

\u201cTransaction Consideration<\/span>\u201d shall mean as follows:<\/p>