TERMS

Terms of Use

Last Updated: June 12, 2026

Acceptance of the Terms of Use

These Terms of Use are entered into by and between you and Cygnet Holdings LLC, a Delaware limited liability company (“Company,” “Cygnet,” “we,” “us,” or “our”), and, where applicable, its subsidiaries, affiliates, and related entities involved in operating the Website or providing access to its content, portals, data rooms, or documents (together with the Company, the “Cygnet Group”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of https://cygnetholdings.com/, including all public pages and any restricted areas, account systems, verification workflows, data room, interactive features, and related services operated by or on behalf of the Cygnet Group, together with any content, functionality, and services offered on or through such site (collectively, the “Website”), whether as a guest, registered user, applicant, or approved investor.

Please read the Terms of Use carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use, our Privacy Policy, found at https://cygnetholdings.com/privacy and incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

This Website is offered and available to users who are 18 years of age or older, reside in the United States or any of its territories or possessions, and are legally capable of entering into a binding agreement. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Supplemental Terms

Certain portions of the Website, including the investor portal, any data room, document systems, account systems, and verification workflows, may be subject to supplemental terms, including confidentiality acknowledgements, securities notices, subscription documents, investor questionnaires, and other written agreements between you and the Company.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in the “Governing Law and Jurisdiction” section below will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict user access, including registered user access, to some parts of the Website or the entire Website, including in connection with maintenance, upgrades, security updates, or other changes affecting availability.

You are responsible for both:

  • Making all arrangements necessary for you to have access to the Website.
  • Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, including the investor portal and any data room or restricted document system, you may be asked to provide certain registration details, undergo identity verification, complete an investor profile, accept supplemental terms, and provide other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete, and you agree to update such information promptly if it becomes inaccurate, incomplete, or misleading. You agree that all information you provide to register with this Website or otherwise, including through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

When registering as an investor, you are required to create password and provide your name and email address, or any other piece of information as part of our security procedures. You must treat such information as strictly confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other suspected breach of security or credential compromise. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We may establish different access tiers for different users of the Website, including public visitors, prospective and current investors, employees, contractors, advisers, service providers, and administrators. We may approve, reject, suspend, restrict, revoke, or terminate any account or access request at any time, with or without notice, subject to applicable law and any separate written agreement. We have the right to disable any email address, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use, Privacy Policy, or Offering Materials (as further defined).

You may not attempt to bypass, disable, manipulate, or circumvent any authentication, authorization, verification, audit logging, access control, document restriction, watermark, legend, or other security control on the Website. You acknowledge that activity on the Website, including in the investor portal, any data room, account systems, and document systems, may be logged, including views, downloads, uploads, acknowledgements, session information, IP addresses, device information, timestamps, and other activity records, for security, compliance, confidentiality, securities, audit, and recordkeeping purposes.

Securities Notice and Investor Materials

Unless expressly stated in definitive Offering Materials whether made available through an authorized, gated, permissioned channel of the Website or expressly by us, nothing on the public portions of the Website, and no other communication, summary, fact sheet, or content provided through the Website, constitutes an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any securities or other interests of any member of the Cygnet Group.

Subscription documents, investor questionnaires, diligence materials, financial materials, risk factors, securities terms, payment instructions, tax disclosures, and related documents are confidential and may be made available only through restricted, gated, permissioned channels (collectively, “Offering Materials”).

Access to investor materials may require account creation, identity and eligibility review, accredited investor verification, internal approval, execution of a confidentiality acknowledgement, acceptance of supplemental securities notices and portal terms, and continuing compliance with applicable law. Verification alone does not assure access to Offering Materials or acceptance as an investor.

The Company does not provide investment, legal, tax, accounting, financial, or other professional advice through the Website. Any investment decision must be made based on definitive offering documents made available through an authorized channel, your own independent investigation, and advice from your own legal, tax, accounting, financial, and investment advisers.

Any investment in private securities is speculative, illiquid, subject to substantial restrictions on transfer, and involves significant risk, including the possible loss of the entire investment. Content on the public portions of the Website does not summarize all material risks of an investment in any member of the Cygnet Group.

The Website may contain forward-looking statements, projections, goals, plans, expectations, estimates, intentions, beliefs, and similar statements regarding the Company, its business, its strategies, the markets in which it operates, and other matters. Forward-looking statements are inherently uncertain and are subject to risks, assumptions, and changes in circumstances. Actual results may differ materially from those expressed or implied by any forward-looking statement. The Company undertakes no obligation to update any forward-looking statement except as required by applicable law.

Investor Portal and Data Room

The investor portal, any data room, and any other restricted areas of the Website are confidential, permissioned environments. Access may be conditioned on identity verification, accredited investor verification, internal approval, execution of confidentiality and securities acknowledgements, compliance with these Terms of Use and any supplemental terms, and continuing compliance with applicable law.

Unless otherwise expressly authorized in writing by the Company, all nonpublic information made available through the investor portal, any data room, restricted document systems, or other private communications is the confidential information of the Cygnet Group. You agree to maintain such information in strict confidence and use it only for the purpose authorized by the Company.

You may not copy, reproduce, download, screenshot, print, distribute, forward, publish, post, transmit, sell, sublicense, disclose, or otherwise share restricted materials except as expressly permitted by the Company in writing or through portal functionality that has been enabled by the Company for that purpose. If the Company permits you to share restricted materials with your legal, tax, accounting, financial, or investment advisers, you are responsible for ensuring that those advisers maintain the confidentiality of such materials and use them only for the authorized purpose.

Documents made available through the investor portal or any data room may be watermarked, access-controlled, versioned, logged, disabled for download, subject to expiration, or otherwise restricted. You may not remove, obscure, alter, or defeat any watermark, legend, restriction, access control, copyright notice, confidentiality notice, or securities legend. Materials in a data room may be amended, supplemented, corrected, superseded, or removed, and you are responsible for ensuring that you review the most current authorized version of any material.

Access to investor materials, completion of any verification workflow, or use of a data room does not mean that you will be permitted to invest, that any subscription will be accepted, or that any offering will be available to you.

Upon request by the Company or upon termination of your access, you agree to return, delete, or destroy restricted materials in your possession or control, except to the extent retention is required by applicable law or professional obligations.

Investor Verification

The Company may verify accredited investor status or other eligibility criteria through one or more methods, which may include third-party verification providers (including escrow agent), written verification letters from qualified professionals, direct document review, or other processes permitted by applicable law. The Company may require a written accredited investor verification letter, dated within the period required by applicable law or Company policy, from a licensed attorney, certified public accountant, registered broker-dealer, SEC-registered investment adviser, or other qualified professional approved by the Company.

Verification status may be expressed in various categories, including not started, pending, under review, additional information required, verified, not verified, accredited, not accredited, expired, or rejected. Successful verification does not automatically grant access to Offering Materials. The Company may require separate internal approval, confidentiality acknowledgement, securities acknowledgement, completion of investor profile materials, and additional onboarding steps.

The Company is not responsible for the independent determinations, delays, errors, omissions, outages, or practices of third-party verification providers, except to the extent required by applicable law. You agree to promptly update the Company if information you have submitted in connection with investor verification, eligibility, subscription, account access, or compliance becomes inaccurate, incomplete, or misleading.

Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, source code, text, displays, images, video, audio, documents, layouts, data compilations, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the public portions of the Website for your personal, non-commercial use only, and the restricted portions of the Website (including the investor portal and any data room) only as expressly authorized by the Company. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
  • If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
  • If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

  • Modify copies of any materials from this site.
  • Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website, including for competitive intelligence, benchmarking, reverse engineering, scraping, crawling, indexing, harvesting, or extraction of data, except as expressly permitted in writing by the Company.

If you wish to make any use of material on the Website other than that set out in this section, please submit a legal inquiry.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

If you provide comments, ideas, suggestions, or feedback regarding the Website or any of the Cygnet Group’s business, you grant the Company a perpetual, irrevocable, worldwide, royalty-free right to use such feedback without restriction or compensation, provided that the Company will not intentionally disclose your confidential information except as permitted under applicable agreements.

Trademarks

The Company name, the term “Cygnet,” the Cygnet logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

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

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries, and any applicable securities laws or offering restrictions).
  • To misrepresent your identity, authority, eligibility, accreditation status, or affiliation.
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

  • Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real-time activities through the Website.
  • Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
  • Use, collect, harvest, ingest, or otherwise extract any content, data, or material from the Website (including any text, code, images, video, audio, documents, metadata, or other materials) for the purpose of training, developing, fine-tuning, validating, evaluating, benchmarking, or improving any artificial-intelligence, machine-learning, generative-AI, large-language-model, or similar system or model, or to generate, output, or distribute any synthetic or derivative content, in each case whether by the user directly or through any third-party service, agent, or automated tool, except as expressly permitted in writing by the Company; the Company hereby expressly reserves all rights under 17 U.S.C. § 1202 (and any successor statute or non-U.S. equivalent) with respect to copyright management information and content protection.
  • Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Website.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website, including the investor portal, any data room, or any document system.
  • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
  • Copy, redistribute, or disclose restricted materials, or remove legends, notices, watermarks, or access controls applied to any materials made available through the Website.
  • Otherwise attempt to interfere with the proper working of the Website, or assist any third party in doing any of the foregoing.

Monitoring and Enforcement; Termination

We have the right to:

  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
  • Suspend, restrict, revoke, or terminate your access to all or part of the Website (including the investor portal and any data room) for any or no reason, including without limitation, any violation of these Terms of Use, any security risk, or any determination that you are no longer eligible for access.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Website and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Upon termination, your right to access the applicable portions of the Website immediately ceases, and you must stop using restricted materials and comply with any return, deletion, or destruction obligations set out in these Terms of Use or any supplemental terms. Provisions that by their nature should survive termination will survive, including those relating to confidentiality, intellectual property, prohibited conduct, disclaimers, limitation of liability, indemnification, governing law, dispute resolution, and recordkeeping.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Public Website content may be incomplete, preliminary, subject to change, or superseded, and does not constitute a complete statement of the Cygnet Group’s business, finances, technology, governance, offering terms, risks, or legal obligations. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

Public Website content does not constitute legal, tax, accounting, investment, financial, engineering, technical, regulatory, or other professional advice. You should consult your own advisers before making any decision based on information available through the Website. Any technical, scientific, engineering, research, development, or product-related information made available through the Website is preliminary, subject to change, and should not be relied upon as a specification, warranty, certification, validation report, or professional opinion unless expressly provided in a signed written agreement.

This Website may include content provided by third parties, including materials provided by third-party licensors, syndicators, aggregators, and reporting services. All statements and opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material. We may modify, suspend, restrict, or discontinue any part of the Website at any time, including public pages, accounts, the investor portal, verification workflows, data rooms, document libraries, or features.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy https://cygnetholdings.com/privacy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Contact Forms and Communications

Public contact forms on the Website are for general inquiries only. You should not submit confidential Offering Materials, investor documents, bank information, tax documents, government identification numbers, sensitive technical information, trade secrets, or other sensitive information through public contact forms unless expressly directed by the Company to use an approved secure channel.

By submitting information through the Website, you authorize the Company to contact you regarding your submission, account, access request, investor process, portal activity, support request, or related matters. The Company is not obligated to respond to any inquiry, proposal, submission, request, or communication received through the Website.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, including verification providers, document storage services, analytics tools, email providers, payment processors, or other service providers, these links are provided for your convenience only and do not constitute endorsement. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. Your use of third-party services may be subject to separate terms and privacy policies, and the Company is not responsible for third-party services except to the extent required by applicable law or a separate written agreement. If you decide to access any of the third-party websites or services linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites and services.

Geographic Restrictions

The Company is located in the State of Delaware in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE COMPANY DOES NOT ASSURE ANY BUSINESS OUTCOME, INVESTMENT RETURN, TECHNOLOGY RESULT, VALIDATION RESULT, REGULATORY RESULT, FINANCING OUTCOME, SUBSCRIPTION ACCEPTANCE, INVESTOR ACCESS APPROVAL, OR DATA-ROOM AVAILABILITY.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS SUBSIDIARIES OR AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, MANAGERS, MEMBERS, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, AND REPUTATIONAL HARM, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PROVIDED BY LAW, THE COLLECTIVE AGGREGATE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, MANAGERS, MEMBERS, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE WEBSITE OR THESE TERMS OF USE WILL NOT EXCEED THE GREATER OF (I) ONE HUNDRED U.S. DOLLARS ($100) AND (II) THE AGGREGATE AMOUNTS, IF ANY, ACTUALLY PAID BY YOU TO THE COMPANY IN RESPECT OF THE WEBSITE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, EXCEPT TO THE EXTENT A DIFFERENT AMOUNT IS REQUIRED BY APPLICABLE LAW OR EXPRESSLY AGREED IN A SEPARATE WRITTEN AGREEMENT SIGNED BY THE COMPANY.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Company, its subsidiaries and affiliates, licensors, and service providers, and its and their respective officers, directors, managers, members, employees, contractors, advisers, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Website; (b) your violation of these Terms of Use; (c) your violation of applicable law; (d) your unauthorized disclosure of restricted materials or breach of confidentiality obligations; (e) your misrepresentation of identity, eligibility, authority, or accreditation status; (f) any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use; (g) your use of any information obtained from the Website; or (h) your infringement or misappropriation of any rights of another person or entity.

Governing Law and Jurisdiction

All matters relating to the Website 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 Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

Subject to any separate written agreement that expressly provides otherwise, any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the state or federal courts located in the State of Delaware, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country or state of residence or any other relevant jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

You acknowledge that unauthorized access to, use of, or disclosure of restricted materials, confidential information, intellectual property, investor materials, or data-room materials may cause irreparable harm to the Company for which monetary damages would not be an adequate remedy. The Company may seek injunctive or other equitable relief, without the requirement of posting bond, in addition to any other remedies available at law or in equity.

To the extent permitted by applicable law, the prevailing party in any action arising out of or relating to these Terms of Use or the Website may recover its reasonable attorneys’ fees and costs.

Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND THE COMPANY TO RESOLVE ALL DISPUTES THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION, AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM THE COMPANY, INCLUDING BY WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR JURY TRIAL. (a) Agreement to Arbitrate. You and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms of Use, the Website, or the relationship between you and the Company (including any question regarding the existence, validity, or termination of these Terms of Use, but excluding any dispute or claim relating to or arising under any Offering Materials, subscription agreement, organizational document, or other separate written agreement between you and any member of the Cygnet Group, which shall be governed by the dispute-resolution provisions of such other agreement) shall be resolved exclusively through final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and, where applicable, the Consumer Arbitration Rules (collectively, the “AAA Rules”). The arbitration shall be conducted by a single arbitrator, shall apply Delaware law (without regard to its conflict-of-laws principles), and shall be seated in Wilmington, Delaware, although you may elect to participate by telephone or video conference and, for any individual claim under $25,000, may elect to proceed on a documents-only basis. Judgment on the award may be entered in any court of competent jurisdiction. This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. (b) Carve-outs. Notwithstanding the foregoing, either party may (i) bring an individual action in small-claims court in your county of residence (or, if you are a business, in the county of your principal place of business) so long as the action remains in such court and is brought on an individual (non-class, non-representative) basis, and (ii) seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or enjoin actual or threatened infringement, misappropriation, or violation of a party’s intellectual property, trade secrets, or confidentiality rights. (c) Class Action and Jury Trial Waiver. YOU AND THE COMPANY EACH AGREE THAT ANY DISPUTE WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, COORDINATED, COLLECTIVE, OR REPRESENTATIVE PROCEEDING (INCLUDING ANY MASS-ARBITRATION OR PRIVATE-ATTORNEY-GENERAL PROCEEDING). THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. IF THIS CLASS-ACTION WAIVER IS HELD UNENFORCEABLE WITH RESPECT TO ANY CLAIM FOR PUBLIC INJUNCTIVE RELIEF OR OTHERWISE, THE CLAIM AS TO WHICH THE WAIVER IS HELD UNENFORCEABLE SHALL BE SEVERED AND PROCEED IN A COURT OF COMPETENT JURISDICTION, AND ALL OTHER CLAIMS SHALL PROCEED IN ARBITRATION. YOU AND THE COMPANY EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY OR A JUDGE IN ANY DISPUTE NOT REQUIRED TO BE ARBITRATED. (d) 30-Day Right to Opt Out. You may opt out of the arbitration agreement and class-action waiver set forth in this Section by submitting a legal inquiry and including “Arbitration Opt-Out” in your message within thirty (30) days after the date you first accept these Terms of Use. Your notice must include your full name, address, the email associated with your account (if any), and a clear statement that you wish to opt out of arbitration. If you opt out, neither you nor the Company will be required to arbitrate, but the other provisions of these Terms of Use (including the Governing Law and Jurisdiction section and the class-action waiver to the extent permitted by law) will continue to apply. (e) Pre-Arbitration Notice. Before initiating arbitration, the party seeking relief must provide the other party with written notice of the dispute, including a description of the nature and basis of the claim and the specific relief sought, and a good-faith opportunity to resolve the dispute informally for not less than sixty (60) days. (f) Fees and Costs. Filing, administrative, and arbitrator fees shall be allocated as provided in the AAA Rules, except that, for any consumer claim of $10,000 or less initiated by you in good faith and not for an improper purpose, the Company will pay the AAA’s filing, administrative, and arbitrator fees in excess of any amount that would have been required to file the claim in court. (g) Severability; Survival. If any portion of this Section is held invalid or unenforceable, the remainder shall remain in full force and effect, except that if the prohibition on class, consolidated, or representative arbitration in subsection (c) is held invalid or unenforceable as to a particular claim, then that claim (and only that claim) shall be severed from arbitration and litigated in a court of competent jurisdiction in accordance with the Governing Law and Jurisdiction section, and all other claims shall continue in arbitration. This Section shall survive termination of these Terms of Use.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. THIS PROVISION SHALL NOT APPLY TO THE EXTENT (AND ONLY TO THE EXTENT) APPLICABLE LAW PROHIBITS CONTRACTUAL SHORTENING OF THE LIMITATIONS PERIOD FOR A PARTICULAR CLAIM, IN WHICH CASE THE SHORTEST LIMITATIONS PERIOD PERMITTED BY APPLICABLE LAW SHALL APPLY TO SUCH CLAIM.

Assignment

You may not assign or transfer your rights or obligations under these Terms of Use, by operation of law or otherwise, without the Company’s prior written consent, and any purported assignment without such consent is void. The Company may assign these Terms of Use, in whole or in part, in connection with a merger, acquisition, reorganization, financing, sale of assets, corporate restructuring, or transfer of business operations, or otherwise in its discretion.

Electronic Communications and Notices

You consent to receive notices and communications from the Company electronically, including by email, portal notice, in-account message, or posting through the Website. You agree that any notice, agreement, disclosure, or other communication that the Company sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

These Terms of Use, our Privacy Policy, any applicable supplemental terms (including investor portal terms, confidentiality acknowledgements, securities notices, data-room rules, subscription documents, and other written agreements between you and the Company), and any other policies or documents expressly incorporated by reference into these Terms of Use constitute the sole and entire agreement between you and Cygnet Holdings LLC regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website, except to the extent a separate written agreement signed by the Company expressly governs.

Digital Millennium Copyright Act Notice

If you believe that any content available on or through the Website infringes a copyright that you own or control, you may submit a notification of claimed infringement to the Company’s designated copyright agent in accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512 (the “DMCA”). To be effective, your notification must be in writing and must include substantially the following:

  • A physical or electronic signature of the person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
  • Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Company to locate the material;
  • Information reasonably sufficient to permit the Company to contact you, such as an address, telephone number, and (if available) email address;
  • A statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

All notices of alleged copyright infringement claims under the Digital Millennium Copyright Act (17 U.S.C. § 512) should be sent by submitting a legal inquiry, or by mail to:

Cygnet Holdings LLC
PO Box 124
Savage, MN 55378
Attention: DMCA Agent

The Company has registered its designated agent with the U.S. Copyright Office; a current copy of the Company’s designated-agent registration is available at the U.S. Copyright Office DMCA Designated Agent Directory. Counter-notifications meeting the requirements of 17 U.S.C. § 512(g) may be submitted to the same address. The Company will, in appropriate circumstances and in its sole discretion, terminate the accounts of users who are determined to be repeat infringers.

California Consumer Notice

Under California Civil Code Section 1789.3, California users are entitled to the following specific consumer-rights notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210. California residents may also have additional rights under the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, the “CCPA”), with respect to personal information that the Company collects through the Website. The Company’s practices regarding personal information, including the categories of personal information collected, the purposes for which such information is used, the categories of third parties with whom such information is shared, and the procedures by which California consumers may exercise their CCPA rights (including the rights to know, to delete, to correct, to limit the use of sensitive personal information, and to opt out of any sale or sharing for cross-context behavioral advertising), are set forth in the Privacy Policy.

Accessibility

The Company is committed to making the Website accessible to users of all abilities and endeavors to conform substantially to the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA published by the World Wide Web Consortium, as such guidelines are updated from time to time, recognizing that not all content may be fully accessible at all times due to ongoing development, third-party content, or technical limitations. If you experience any difficulty accessing any portion of the Website, please submit a general inquiry, and the Company will use commercially reasonable efforts to provide the requested information through an alternative accessible communication method.

Force Majeure

The Company shall not be liable for any failure to perform or delay in performance of any of its obligations under these Terms of Use that is caused by events beyond its reasonable control, including, without limitation, acts of God, fire, flood, earthquake, pandemic or other public-health emergency, governmental order, war, terrorism, civil unrest, labor disturbance, supply-chain failure, telecommunications or internet failure, cyberattack (including denial-of-service or ransomware events), power failure, third-party service-provider failure, or failure of any cloud-hosting or content-delivery infrastructure.

Legal, privacy, terms, and accessibility pages are public notices for site use and public context. Formal offering documents and risk factors remain in controlled investor materials.

Site notices do not provide tax, legal, investment, accounting, or financial advice. Visitors and investors are responsible for consulting their own advisers.

Cygnon™ is a trademark of Cygnet Scientific Holdings LLC.