TERMS OF USE (Last updated on June 20, 2023)

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Zacate LLC (“Zacate”, the “Company”, “we,” “us” or “our”), concerning your access to and use of the zacate.co website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

THESE TERMS OF USE INCLUDE: (1) AN ARBITRATION PROVISION WHICH WAIVES YOUR RIGHT TO A JURY TRIAL; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST THE COMPANY; AND (3) A RELEASE BY YOU OF CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF THE SITE.

CONDITIONS OF ACCESS TO THE SITE

By using the Site, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are at least 21 years of age; (3) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

NOTICE OF COPYRIGHT INFRINGEMENT; DIGITAL MILLENNIUM COPYRIGHT ACT

Anyone who believes that his or her work has been reproduced on the Site in a manner which constitutes copyright infringement may submit a notification to the Company’s copyright agent in accordance with the Digital Millennium Copyright Act (the “DMCA“), by providing the following information in writing: (1) identification of the copyrighted work that is claimed to be infringed; (2) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Site or Services; (3) information for the Company’s copyright agent to contact you, such as an address, telephone number, and e-mail address; (4) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law; (5) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and (6) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed. If you are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, trademark) by notating this in your written notice. You acknowledge that if you fail to comply with all of the requirements for a notice of infringement as specified above, your DMCA notice may not be valid. Further information on the DMCA can be found in 17 U.S.C. 512 or on the United States Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf.

The Company’s policy is to investigate any allegations of copyright infringement brought to its attention. It is also the Company’s policy, in appropriate circumstances and in its sole discretion, to disable or terminate the accounts of users who submit false or frivolous DMCA claims. Notices of claims should be sent to:

Zacate LLC

Attn: Website Administrator

4037 Route 130 South

Delran, NJ 08075

Email: [email protected]

With subject line: “DMCA Claim”

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

2. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.

3. Use a buying agent or purchasing agent to make purchases on the Site.

4. Use the Site to advertise or offer to sell goods and services.

5. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.

6. Engage in unauthorized framing of or linking to the Site.

7. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.

8. Make improper use of our support services or submit false reports of abuse or misconduct.

9. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

10. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.

11. Attempt to impersonate another user or person or use the username of another user.

12. Sell or otherwise transfer your profile.

13. Use any information obtained from the Site in order to harass, abuse, or harm another person.

14. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.

15. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.

16. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.

17. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.

18. Delete the copyright or other proprietary rights notice from any Content.

19. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

20. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.

21. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).

22. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.

23. Use the Site in a manner inconsistent with any applicable laws or regulations.

PRIVACY POLICY

Zacate respects your privacy and permits you to control the treatment of your personal information. A complete statement of Zacate’s current privacy policy is available here. Zacate’s privacy policy is expressly incorporated into this Agreement by this reference.

AFFILIATED SITES

The Company has no control over, and no liability for any third party websites or materials. The Company works with a number of partners and affiliates whose sites may be linked with the Site. Because neither the Company nor the Site has control over the content and performance of these partner and affiliate sites, the Company makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and the Company assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with your use of the Site, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that the Company makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third party content, and that, unless expressly provided otherwise, these Terms of Use shall govern your use of any and all third party content.

INDEMNIFICATION

By agreeing to these Terms of Use and using the Site, you agree to indemnify, defend, and hold harmless Zacate, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from (i) your access to or use of the Site, (ii) your violation of these Terms of Use, (iii) your negligent acts or omissions, gross negligence, willful misconduct or intentional acts and omissions, or (iv) your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. Zacate will notify you promptly of any such claim, loss, liability, or demand; provided, that Zacate’s failure to notify you shall in no way eliminate or otherwise modify our rights to indemnification hereunder.

LIMITATION ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOSS OF PROFITS, REVENUE OR INCOME, OR FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING FROM OR RELATED TO THESE TERMS OF USE OR THE USE OR INABILITY TO USE THE SITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE COMPANY’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS OF USE REGARDING USE OR INABILITY TO USE THE SITE, WHETHER BASED ON BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100.00).

BY ACCESSING THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED.

To the maximum extent permitted by law, in no event shall the Company be liable for damages of any kind (including, but not limited to, special, incidental, or consequential damages, lost profits, or lost data, regardless of the foreseeability of those damages) arising out of or in connection with your use of the site or any other materials or services provided to you by the company. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action.

GOVERNING LAW AND DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND ZACATE HAVE AGAINST EACH OTHER ARE RESOLVED.

YOU ACKNOWLEDGE THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION, YOU ARE WAIVING THE RIGHT TO GO TO COURT AND HAVE A CLAIM HEARD BY A JUDGE OR JURY.

The Terms shall be governed by and interpreted in accordance with the laws of the State of New Jersey without regard to New Jersey conflict of law principles, which are hereby expressly excluded.

All disputes, claims, controversies and matters arising out of or relating to these Terms, the breach thereof, or any transactions hereunder, including any questions of arbitrability (“Claims”), shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (“AAA Rules”) by a sole arbitrator. The parties hereto shall endeavor to agree upon the arbitrator, and if they fail to do so within thirty (30) days of the commencement of the Arbitration, the appointment shall be made by the AAA in accordance with the AAA Rules. The place, or legal seat of the arbitration, shall be Newark, New Jersey, and the language of the arbitration shall be English. Each party shall be exclusively responsible for paying its own arbitration filing fees, which the arbitrator may later allocate as set forth below.

EACH PARTY AGREES THAT ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS ON THAT PARTY’S OWN BEHALF AND NOT IN ANY REPRESENTATIVE CAPACITY OR ON BEHALF OF ANY SORT OF CLASS OR PURPORTED CLASS, AND NO ARBITRATION COMMENCED HEREUNDER MAY BE JOINED WITH OR INCLUDE ANY CLAIMS BY ANY OTHER PERSONS. FOR THE AVOIDANCE OF DOUBT, EACH PARTY HEREBY WAIVES THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. FURTHER, UNLESS BOTH YOU AND ZACATE OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.

We will notify you of amendments to this section by posting the amended Terms on the Site. If you do not agree to the amended terms, you must cease using the Site immediately. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Zacate in accordance with the provisions of this “Governing Law and Dispute Resolution” section as of the date you first accepted the Terms (or accepted any subsequent changes to the Terms).

ADDITIONAL DISCLOSURES

The information on the Site is not intended to provide any investment-related materials or financial disclosures and shouldn’t be used as the basis for investment consideration into Zacate. The content of the Site is intended purely for informational purposes. Zacate does not represent or provide a warranty as to the accuracy of the information contained herein. We reserve the right to modify, change or remove any content at any time in our sole discretion.

ENFORCEABILITY

In the event any part of the Site or these Terms is declared by any court or other judicial or administrative body to be null, void or unenforceable, said provision shall survive to the extent it is not so declared, and all other provisions shall remain in full force and effect.

MARIJUANA, CANNABIS, MARIJUANA PRODUCT AND CANNABIS PRODUCT DISCLAIMERS

Marijuana is a Schedule 1 Controlled Substance under the Controlled Substance Act (21 U.S.C. 802) (“CSA”) and the cultivation, distribution, and possession of marijuana is a crime under federal law. Keep all marijuana and marijuana products out of reach of children and animals. Intoxicating effects of marijuana and marijuana products may be delayed up to two (2) hours. Use of marijuana while pregnant or breastfeeding may be harmful. Consumption of marijuana and marijuana products impairs your ability to drive and operate machinery, please use extreme caution.

Cannabis can impair concentration, coordination, and judgment. Do not operate a vehicle or machinery under the influence of this substance. Cannabis and cannabis products have intoxicating effects and may be habit forming. There may be health risks associated with consumption of these products. For use only by adults 21 and older. Keep out of the reach of children.