Last updated: August 26, 2026

1. Agreement

These Terms of Service (the “Terms”) are a binding agreement between you and P2P Shares, Inc., a Wyoming corporation (“P2P Shares,” “we,” “us”). By creating an account or using p2pshares.com or app.p2pshares.com (together, the “Platform”), you agree to these Terms, our Privacy Policy, and our Disclosures. If you do not agree, do not use the Platform.

2. What the Platform Is

P2P Shares provides technology that allows eligible buyers and sellers of private-company securities to discover one another, express interest, exchange documentation, and organize their own transactions. P2P Shares is a financial technology company only. We are not a registered broker-dealer, investment adviser, funding portal, exchange, or depository institution, and we do not provide investment advice, recommend securities, or execute trades. Escrow, custody, and compliance screening for transactions are performed by independent registered third-party providers.

3. Eligibility and Accounts

You must be at least 18 years old and legally capable of entering into contracts. Certain activities on the Platform are limited to persons who qualify under applicable securities-law eligibility standards, including accredited-investor status where required; you certify your own eligibility and are responsible for the accuracy of that certification. You agree to provide accurate registration and identity-verification information, keep your credentials confidential, and notify us promptly of any unauthorized use of your account. We may suspend or terminate accounts that violate these Terms or that we reasonably believe present legal, regulatory, or security risk.

4. Transactions Between Users

Any transaction organized through the Platform is a transaction between the participating buyer and seller (and, where applicable, the issuer and third-party escrow provider). P2P Shares is not a party to, and does not guarantee, any transaction. Transactions in private securities may be subject to issuer consent, rights of first refusal, transfer restrictions, and other conditions outside our control, and may fail, be delayed, or be restructured as a result. You are solely responsible for evaluating any transaction and for your own compliance with applicable law.

5. Fees

Applicable Platform fees are displayed to you before you commit to a transaction. Fees charged by third-party providers (such as escrow agents) are governed by those providers’ own terms. We may change our fee schedule prospectively at any time.

6. Acceptable Use

You agree not to: (a) use the Platform for any unlawful purpose, including market manipulation, fraud, or money laundering; (b) misrepresent your identity, eligibility, or authority to buy or sell any security; (c) post false or misleading information; (d) scrape, reverse engineer, or interfere with the operation or security of the Platform; (e) use another user’s account; or (f) use Platform data to build a competing service.

7. Content and Data

Information displayed on the Platform, including company information, indications of interest, and pricing data, is provided for informational purposes only, may be supplied by users or third parties, and is not verified, endorsed, or guaranteed by P2P Shares. Company names and trademarks belong to their respective owners; their appearance does not imply any affiliation with or endorsement of P2P Shares.

8. Intellectual Property

The Platform, including its software, design, text, and branding, is owned by P2P Shares or its licensors and is protected by intellectual-property law. We grant you a limited, revocable, non-exclusive, non-transferable license to use the Platform for its intended purpose. All other rights are reserved.

9. Disclaimers

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY TRANSACTION WILL BE COMPLETED. INVESTING IN PRIVATE SECURITIES IS SPECULATIVE AND MAY RESULT IN THE TOTAL LOSS OF YOUR INVESTMENT.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, P2P SHARES AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, OR INVESTMENT VALUE, ARISING OUT OF OR RELATING TO YOUR USE OF THE PLATFORM OR ANY TRANSACTION ORGANIZED THROUGH IT. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE FEES YOU PAID TO P2P SHARES IN THE TWELVE MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify and hold harmless P2P Shares from claims, losses, and expenses (including reasonable attorneys’ fees) arising out of your use of the Platform, your violation of these Terms, or your violation of any law or third-party right.

12. Governing Law and Disputes

These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-law rules. Any dispute arising out of these Terms or the Platform will be resolved in the state or federal courts located in Wyoming, and you consent to their jurisdiction.

13. Changes

We may update these Terms from time to time. Material changes will be posted on this page with an updated date, and your continued use of the Platform after changes take effect constitutes acceptance.

14. Contact

Questions about these Terms may be directed to us through the contact options listed on p2pshares.com.