TERMS OF SERVICE

Last updated: April 14, 2026

Please read these Terms of Service (these "Terms") carefully, as they constitute a legally binding agreement between Carderock Ventures, LLC, a Delaware limited liability company ("Company", "we", "us", or "our") and an end-user ("you" and "your"). These Terms govern your access to and use of any websites, applications, platforms, and other digital properties operated by Company or its affiliated brands (collectively, the "Site"), and any products, services, features, content, tools, or functionality offered through or in connection with the Site, now or in the future (collectively, the "Services").

"Service" means any one of the Services.

Brand / Portfolio Notice

The Services may be offered under different brand names, domains, or product names. Unless a Service expressly states that it is operated by a different contracting entity (e.g., in "Additional Terms"), Carderock Ventures, LLC is the contracting party for that Service.

In case you are signing up for the Services as a representative of or on behalf of a party (e.g. your employer or an entity for which you are an independent contractor/consultant, collectively the "Client"), your acceptance of these Terms also binds the Client, and you represent and warrant that you have the authority to bind the Client to these Terms, and in such event and unless otherwise noted, "you" and "your" will refer and apply to the Client entity.

This is a binding agreement.

By agreeing to these Terms, you expressly agree that any controversy, allegation, or claim that arises out of or relates to the Services or these Terms, as may be amended from time to time (collectively, a "Dispute"), except for any controversy, allegation, or claim that arises out of or relates to our actual or alleged intellectual property rights (an "Excluded Dispute"), shall be finally resolved by arbitration (see Section 16 for more details) and you will not enter into any class arbitration, or bring any claims against us in court.

1. Acceptance of these Terms

You hereby accept these Terms by (a) either using our Services, or (b) by opening an Account (as defined below). BEFORE YOU DO EITHER OF THOSE, PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT WANT TO AGREE TO THESE TERMS, YOU MUST NOT USE THE SERVICE OR SET UP AN ACCOUNT. You also agree to abide by other Company rules and policies, which are expressly incorporated into and are a part of these Terms. By using the Services, you also agree to our Privacy Policy available at carderock.vc/privacy, which describes how we collect, use, and share your information. Your use of certain Services or features may be subject to additional guidelines, terms, or rules ("Additional Terms"), which will be posted on the relevant sections of the Site or Services. All Additional Terms are incorporated by reference, and by using any such Services, you agree to comply with the applicable Additional Terms. Please read them carefully. In the event of a conflict between these Terms and any Additional Terms, the Additional Terms will control with respect to the applicable Service or feature. In the event of any conflict between these Terms and the Privacy Policy, these Terms shall control except with respect to our data collection, use, and sharing practices, where the Privacy Policy shall control.

Separate Services: Each Service you use is governed by these Terms as a separate agreement. Use of one Service does not create any obligation or liability for Company with respect to other Services. Your breach of these Terms with respect to one Service does not automatically constitute breach with respect to other Services, though Company may terminate all your Accounts in its discretion.

Once you accept these Terms, you are bound by them until they are terminated. See Section 11 (Term and Termination).

2. Using the Services

Right to Use and License

Company hereby grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable and revocable right to use the Services, solely for the purposes of and in the manner described in these Terms and in any technical documentation contained in, or provided with, the Services. The restriction on sublicensing the right to use the Services shall not apply to independent contractors/subcontractors you allow to use the Services using your Account, provided however, you will be responsible for their compliance to these Terms and any liabilities that may arise from their use of the Services.

You acknowledge and agree that you are only being granted a right to use the Services and nothing is being sold to you. You do not acquire any ownership interest in the Services under these Terms, or any other rights thereto other than to use the Services in accordance with the use rights specified and other terms, conditions, and restrictions of these Terms. We reserve all other rights that are not granted in these Terms.

See Section 8 for more details on your use and Intellectual Property Rights (as defined) under these Terms.

Your use rights, as set out under this Section 2 are subject to compliance with these Terms, and as applicable, payment of the applicable fees.

3. What We Provide

These Terms apply to all Services provided, offered, tested, or operated by Company, whether online or offline, free or paid, temporary or permanent, branded or white-labeled. Services may include websites, applications, SaaS products, marketplaces, lead generation tools, content and information products, community platforms, AI-driven tools, and experimental projects—and may operate under different names, domains, or brand identities managed by Company or its affiliates.

You acknowledge that certain Services may be in early-stage development or offered for experimental purposes, and may be modified, paused, or discontinued at any time without notice. This includes Services that are white-labeled, co-branded, licensed to third parties, or launched under temporary brand identities.

Certain Services may involve the collection, processing, or transfer of personal data on your behalf in accordance with our Privacy Policy. When using such Services, you represent and warrant that you have obtained all necessary consents and authorizations required under applicable law to collect, use, and transfer such data, and that your use of the Services complies with your own published privacy policy.

The Services may utilize artificial intelligence, machine learning, or other advanced technologies to deliver features and functionality. You may provide content, data, or other materials to the Services ("Inputs") which will be processed to generate results, outputs, or deliverables ("Outputs").

Output Accuracy and Limitations

Outputs are provided for informational purposes only and may contain errors, inaccuracies, or omissions. You are solely responsible for evaluating and verifying any Outputs before relying on them for any purpose.

Outputs are not guaranteed to be unique, and other users of the Services may receive similar or identical Outputs.

Outputs do not constitute professional, legal, financial, medical, or other specialized advice. You should consult qualified professionals before making decisions based on any Outputs.

Please see our disclaimers (Section 14) for what we do not provide or warrant.

Service Updates

You understand that the Services will evolve from time to time. As a result, Company may execute updates to the Services which may be minor or significant, both in form and function. You acknowledge and agree that we may update the Services with or without notifying you, including adding or removing features, products, or functionalities. Company may update, modify, discontinue, or sunset any Service, feature, or functionality at any time in its sole discretion. No such change will entitle you to a refund, credit, or claim against Company, except where Company completely terminates your access to all paid Services you've purchased without cause, in which case you will receive a pro-rata refund for the unused subscription period.

Third-Parties

We may periodically utilize certain third-party service providers, including but not limited to machine learning, artificial intelligence, data or software providers (our "Providers") for Services functionality, including hosting and provision of advanced technology features. As such, Inputs may be sent to a Provider via API for processing and results will be returned and stored by the Services.

You understand and agree that when you use these aspects of the Services, third-party providers will technically have access to, and will process, Inputs and the results of processing that information. While we select our providers with care and are confident that they conform to industry norms, we do not provide any guarantees in respect of the Providers, who may provide their services pursuant to their own terms and conditions.

Company reserves the right to add, remove, or substitute third-party Providers at any time without notice. Company may route your Inputs to any Provider we select in our sole discretion, and different users or requests may be routed to different Providers based on factors including availability, cost, performance, geographic location, or features. You acknowledge that Provider selection is within Company's sole discretion and that the specific Providers used may change at any time.

You acknowledge that Inputs and Outputs processed by Providers may be subject to the data retention and processing practices of those Providers, which may differ from Company's practices.

4. Use Restrictions

You agree to not, directly or indirectly (and will not permit any third party to):

• do anything with the Services other than use them for your own use as intended under these Terms, including not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services.
• use Company's name, trademarks, service marks, trade names, designs, logos, photos, or any other materials we make available via the Services, except as allowed by these Terms.
• remove, alter or destroy any copyright notices or other proprietary markings (trademarks, service marks or other proprietary notices) contained on or in the Services or infringe Company's Intellectual Property Rights (as defined).
• copy, modify, translate, adapt, merge, archive, download, upload, disclose, distribute, sell, lease, syndicate, broadcast, perform, display, make available, make derivatives of, or otherwise use the Services or its content on the Services, other than as expressly permitted by these Terms or enabled by the Services' intended functionality, except to the extent the foregoing restrictions are expressly prohibited by applicable law.
• reverse engineer, duplicate, decompile, disassemble, or decode any part of the software we provide or the Services, or otherwise extract the source code of the software of the Services.
• use any robot, spider, crawler, scraper, avatar, miner or other manual or automated means to access the Services, "scrape" or download data from the Services or our website, or extract any information that does not relate to Your Content.
• disrupt or hinder (or try to do so) any of the Service's web pages, connected servers or networks, or technical systems of a Provider, or not follow protocols or guidelines linked to the Services.
• try to detect, scan, or test any vulnerabilities of the Services or any of our or our Provider's system or network, or breach or override any security or authentication protections for the Services.
• pretend to be someone else or falsely represent your association with any other entity.
• access the Services in ways that are not authorized by these Terms.
• leverage the Services to produce datasets for neural network training, machine modeling, or developing competing products or services for third parties.
• transmit, distribute, publish, use, or otherwise make available, through or in connection with the Services any material that would give rise to criminal or civil liability.
• submit any personal data or personally identifiable information ("PII") to the Services except as expressly contemplated by the applicable Service's functionality and in compliance with applicable data protection laws.
  • Business/Organizational Data. If you use the Services on behalf of a business or submit personal data about other individuals (e.g., your customers, employees, or contacts), you represent and warrant that you have provided all required notices and obtained all required consents and lawful bases to collect, use, and disclose such data to Company for processing in connection with the Services.
  • Consumer Data. This restriction does not limit Company's obligations under applicable privacy law with respect to personal information we collect directly from consumers for our own purposes, as described in our Privacy Policy.
• use the Services to generate, store, or transmit content that is unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable.
• use the Services in any manner that could damage, disable, overburden, or impair Company's systems or interfere with any other party's use of the Services.
• attempt to gain unauthorized access to any accounts, systems, or networks connected to the Services.
• use Outputs to misrepresent AI-generated content as human-created where such disclosure is required by law or regulation.

In all cases, we will determine in our sole discretion whether any action of an end-user violates the above rules. We reserve the right to remove any offending content, terminate or limit the visibility of your Account.

5. Fees and Payment

Certain Services may be offered free of charge, while others require payment. For paid Services, applicable fees ("Fees") will be set out on the Site, within the applicable Service, or in a Company order form.

Payment Terms

All Fees are payable in accordance with the payment terms specified at the time of purchase or subscription. Unless otherwise stated, Fees are quoted and payable in U.S. dollars.

Taxes

Fees are exclusive of all applicable taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all such taxes, excluding only taxes based on Company's net income.

Refunds

Fees are non-refundable except: (a) where Company terminates your access to paid Services for Company's convenience (not due to your breach), you will receive a pro-rata refund for the unused portion; (b) as otherwise required by applicable law; or (c) at Company's sole discretion on a case-by-case basis. Company may, but is not obligated to, offer refunds, credits, or other remedies in its discretion. Any discretionary refund or credit offered in one instance does not create an obligation to offer similar treatment in other instances.

Free and Trial Services

Company may offer free tiers, trial periods, or promotional access to certain Services. Such offerings may be modified, limited, or terminated at any time without notice. Free or trial Services are provided "as is" without any warranty or service level commitment.

Marketplace and Transaction Fees

For Services that facilitate transactions between users (such as marketplaces), Company may charge transaction fees, commissions, or processing fees as disclosed within the applicable Service. Such fees may be deducted from payments before remittance to sellers or service providers.

6. Your Responsibilities

You agree to:

• provide accurate, current, and complete information when using the Services or creating an Account, and promptly update such information as necessary;
• comply with all applicable laws, regulations, and third-party agreements in your use of the Services;
• ensure that any content you submit, post, or transmit through the Services does not violate any applicable law or infringe any third-party rights;
• maintain the confidentiality of your Account credentials and promptly notify Company of any unauthorized access;
• if you use the Services on behalf of a business or organization, ensure that your employees, contractors, and authorized users comply with these Terms; and
• abide by any Additional Terms, guidelines, or policies applicable to specific Services.

User-Generated Content

Certain Services may allow you to post, upload, or share content with other users ("User Content"). You are solely responsible for your User Content and the consequences of posting it. Company does not endorse any User Content and expressly disclaims any liability arising from User Content posted by you or other users.

Company expressly disclaims all liability for any delays, service interruptions, errors, or loss of functionality caused by your failure to meet your obligations under these Terms.

7. Accounts

Registration

Some Services may require you to register for an account ("Account"). When creating an Account, you agree to provide accurate and complete information and to update such information to keep it current. Each Account is for a single end-user or entity unless the applicable Service expressly permits otherwise.

Eligibility

The Services are available only to users who can form legally binding contracts under applicable law. By using the Services, you represent that you are at least 18 years of age or the age of majority in your jurisdiction, whichever is higher. You may not use the Services if you are barred from doing so under the laws of the United States or any other applicable jurisdiction, including under Section 19 (Export Control).

Lead Generation Services; Communications; TCPA Consent

If you submit contact information through a lead generation Service (a "Lead Request"), you are requesting to be contacted about products or services that may interest you.

Consent to Contact (Lead Requests)

By submitting a Lead Request and checking the consent box on the submission form, you provide your prior express written consent authorizing Company and up to 5 third-party Lead Buyers/Partners who provide products or services in the categories related to your inquiry (collectively, "Lead Partners") to contact you for marketing purposes at the telephone number(s) and email address(es) you provide.

You consent to receive:

• Live telephone calls
• Calls made using an automatic telephone dialing system (ATDS or auto dialer)
• Calls with an artificial or prerecorded voice
• Text messages (SMS and MMS)
• Emails from Company and Lead Partners regarding the products or services related to your Lead Request.

This consent applies to:

• Products/services you specifically requested information about
• Related or complementary products/services in the same category
• Follow-up communications for up to 12 months after submission or until you revoke consent, whichever comes first.

You acknowledge that Company may share your contact information with the Lead Partners described above and may assign or transfer your Lead Request and this consent in connection with the sale or transfer of leads or business operations. Any entity that receives your information through such assignment or transfer must honor your opt-out rights and the terms of this consent.

Not a Condition of Purchase

Your consent to receive marketing calls, text messages, or emails is NOT required as a condition of purchasing any goods or services from Company or any Lead Partner. You may purchase goods or services without providing this consent by contacting Lead Partners directly through alternative means.

Your Representations and Acknowledgments

By providing your telephone number(s) and submitting your Lead Request, you represent, warrant, and agree that: (a) You are the subscriber or customary user of the telephone number(s) you provide, OR you are authorized by the subscriber/customary user to provide that telephone number and grant consent on their behalf; (b) The telephone number(s) you provide are accurate and belong to you (or the person you are authorized to represent); (c) You have the legal authority to provide the consent described in this section; (d) You understand that your consent applies to up to 5 Lead Partners who provide products or services in the categories related to your inquiry; (e) You understand that calls and texts may be made using automated technology; (f) You are at least 18 years of age or the age of majority in your jurisdiction; and (g) You are not located in a jurisdiction where such contact would violate applicable law.

Opt-Out / Revocation

You may revoke consent at any time by (a) replying STOP to any text message, (b) following opt-out instructions provided in a message, or (c) emailing opt-out@carderock.vc . We will process opt-out requests within a commercially reasonable time.

Scope of Opt-Out: Opting out will stop marketing communications from Company and instruct our Lead Partners to cease contact. However, we cannot control Lead Partners' compliance with opt-out requests. If you continue to receive unwanted calls from a Lead Partner after opting out, you must contact that Lead Partner directly and request to be placed on their Do Not Call list.

Transactional Messages: Opting out of marketing communications does not opt you out of transactional or relationship messages related to existing transactions, customer service, or your Account.

Message Frequency and Charges

Text Message Frequency: If you consent to receive text messages, you may receive up to 10 text messages per month. Actual frequency will vary based on your inquiry and Lead Partner activity.

Carrier Charges: Message and data rates may apply. Standard messaging rates from your mobile carrier will apply to each text message sent and received. Company and Lead Partners are not responsible for any charges incurred from your mobile carrier.

Telephone Consumer Protection Act (TCPA) Acknowledgment

This consent satisfies the requirements for "prior express written consent" under the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, and related federal and state regulations.

You acknowledge and agree that:

• This consent authorizes marketing calls and texts using automated technology
• You are not required to consent as a condition of purchase
• You may revoke consent at any time
• The number of Lead Partners who may contact you is disclosed before submission
• Calls and texts may be made by or on behalf of Company and Lead Partners

Call Recording: Calls may be recorded or monitored for quality assurance, training, and compliance purposes. By consenting to receive calls, you consent to such recording.

Do Not Call Registry: Providing your telephone number and consent constitutes a business relationship that permits Company and Lead Partners to contact you even if your number is on the National Do Not Call Registry or state Do Not Call lists. However, you may revoke consent and request placement on our internal Do Not Call list at any time using the methods described above.

California Residents - Sale of Personal Information

If you are a California resident, sharing your information with Lead Partners constitutes a "sale" of personal information under the California Consumer Privacy Act. You have the right to opt out of this sale. To opt out: Do not submit the lead request form, or contact privacy@carderock.vc before submission. If you opt out, Lead Partners will not receive your information and cannot contact you. See our Privacy Policy at carderock.vc/privacy for complete details about our data practices and your California privacy rights.

Lead Sharing and Consent Disclosure

When you submit a Lead Request, the categories of Lead Partners eligible to contact you and the full consent disclosure are presented to you on the lead form or checkout screen and are incorporated into these Terms by reference. We may share your contact information and Lead Request details with up to 5 Lead Partners who provide products or services in the categories disclosed at submission. The specific Lead Partners who receive your information may vary based on your location, inquiry type, and Lead Partner availability. You may request a list of the specific companies your information was shared with by emailing privacy@carderock.vc. If we sell or transfer leads containing your information, the transferee must honor your right to opt out of future marketing communications. The transferee's collection, use, and disclosure of your information beyond honoring opt-out requests are governed by their own privacy practices.

Consent Records

You agree that Company may maintain records reasonably necessary to demonstrate your consent and the disclosures presented to you at submission, including the content of the consent disclosure, the categories and maximum number of Lead Partners disclosed, the date/time of submission, and technical information such as IP address, device identifiers, and user agent.

Credentials and Security

You are responsible for maintaining the confidentiality of your Account credentials, whether a password, authentication token, or other access method. You are responsible for all activity that occurs under your Account, whether or not authorized by you. You agree to notify Company immediately of any unauthorized access to or use of your Account.

Organizational Accounts

If you create an Account on behalf of an organization, you represent that you have authority to bind that organization to these Terms. You are responsible for managing access and ensuring that all users within your organization comply with these Terms.

Account Termination

You may delete your Account at any time by following the instructions within the applicable Service or by contacting us at support@carderock.vc. See Section 11 (Term and Termination) for additional details regarding the effects of termination.

Guest Access

Certain Services may be accessible without an Account. Your use of such Services is still governed by these Terms.

Privacy Policy Integration

The data collection, use, and sharing practices described in this Section 7 are further detailed in our Privacy Policy at https://carderock.vc/privacy, which explains:

• What personal information is collected through Lead Requests
• How your information is shared with Lead Partners
• Your rights to access, delete, or opt out of the sale of your personal information under California and state privacy laws
• Our data retention practices for Lead Request information
• How we maintain TCPA compliance records

This Section 7 and our Privacy Policy together constitute your complete consent and disclosure record for TCPA compliance purposes. By submitting a Lead Request, you acknowledge that you have read and agree to both this Section 7 and our Privacy Policy.

8. Intellectual Property Rights, Ownership, and Grants

Your Content

Your Content ("Your Content") means any Inputs, User Content, data, text, images, or other materials you submit to or through the Services. You represent and warrant that you own or have the necessary rights to Your Content and that Your Content does not infringe any third-party rights. You agree to indemnify Company in accordance with Section 13 (Indemnity) for any breach of this representation. Company does not claim ownership of Your Content except as expressly provided in these Terms.

License to Your Content

You hereby grant Company a non-exclusive, worldwide, non-sublicensable (except for the purposes of provision of the Services), royalty-free license to use, copy, store, transmit, display, process, modify, and create derivative works of Your Content as necessary to: (i) provide, maintain, and improve the Services; (ii) train and develop our AI models and technologies; (iii) prevent or address technical, security, or support issues; (iv) comply with law; (v) ensure trust, safety, and compliance with these Terms. For User Content posted to public or shared areas of the Services (such as community forums or marketplace listings), you grant Company an additional license to display, distribute, and promote such content in connection with the Services and Company's marketing.

B2B/Enterprise Override

If you enter into an order form, DPA, or Additional Terms that restrict Company's use of Your Content (including for model training), those terms will control for that Service. Enterprise customers may negotiate data use restrictions on a case-by-case basis.

Outputs

As between you and Company, and subject to Company's receipt of all applicable Fees, Company hereby grants you a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, reproduce, modify, distribute, publicly display, publicly perform, sublicense, and otherwise exploit the Outputs for any lawful personal or commercial purpose, including creating derivative works therefrom. This license is conditioned on your payment of all applicable Fees and your compliance with these Terms; no license is granted with respect to any Outputs for which payment has not been received by Company.

Company retains all right, title, and interest in and to the Services, including the underlying models, algorithms, software, and technology used to generate Outputs. Nothing in these Terms transfers any ownership of the Services or their underlying technology to you.

You acknowledge that Outputs are generated using shared technology and may not be unique. Similar or identical Outputs may be generated for other users. Company makes no representation that your use of any Output will not conflict with the rights of third parties who receive similar or identical Outputs.

Company retains a royalty-free, sublicensable, transferable, perpetual, irrevocable license to the Outputs for any lawful purpose in connection with the Services, including providing, maintaining, improving, marketing, and promoting the Services, and training and developing AI models and technologies, provided that Company will not publicly attribute specific Outputs to you individually without your prior consent. This license is in addition to, and does not limit, Company's rights under Section 9 (Aggregate Statistics) with respect to aggregated or anonymized data derived from or related to Outputs.

Feedback

You agree that submission of any ideas, feedback, suggestions, documents, and/or proposals to Company ("Feedback") is at your own risk and that Company has no obligations (including without limitation obligations of confidentiality or compensation) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sub-licensable and transferable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback for any purpose.

General Communications

By entering into these Terms or using the Services, you agree to receive communications from us, including but not limited to, via email and/or push notifications. Communications from us may include, but are not limited to, operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, and news concerning Company and industry developments. You may not opt out of transactional or service-related communications necessary for your use of the Services.

Marketing Communications

If you create an Account or otherwise use Services that are not Lead Requests, you may receive operational messages (e.g., receipts, security alerts, account notices). Where required by law, we will obtain your consent before sending marketing texts/calls. You may opt out of marketing emails by using the unsubscribe link in the message, and you may opt out of marketing texts by replying STOP.

Company's Rights and Ownership

The Services utilize technology and capabilities and contain certain materials provided by us as well as our licensors, including but not limited to, all proprietary software, designs, images, text, graphics, illustrations, logos, and as applicable audio and video. Company and its licensors reserve all ownership and Intellectual Property Rights to all parts of the Services.

For the purposes of these Terms, "Intellectual Property Rights" means all (i) patents, patent disclosures, and inventions (whether patentable or not), (ii) trademarks, (iii) copyrights and copyrightable works (including computer programs), and rights in data and databases, and (iv) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Company (or its licensors) owns all right, title, and interest in and to the Services, including all software, algorithms, AI models (to the extent developed or licensed by Company), designs, trademarks, and other intellectual property. This includes proprietary AI models, training data, and algorithms developed by Company, subject to underlying licenses from AI Providers for third-party models.

Copyright Infringement / DMCA Notice

We respect intellectual property rights. If you believe content on our Services infringes your copyright, send a DMCA notice to our designated agent:

Your notice must include:

1. Physical or electronic signature of the copyright owner or authorized agent;
2. Description of the copyrighted work claimed to be infringed;
3. Location of the infringing material on our Services;
4. Your contact information (address, phone, email);
5. Statement of good faith belief that use is not authorized; and
6. Statement under penalty of perjury that the information is accurate and you are authorized to act on behalf of the copyright owner.

Counter-Notification: If your content was removed due to a DMCA notice and you believe it was removed in error, you may file a counter-notification containing:

1. Your physical or electronic signature;
2. Identification of the material that was removed or disabled and the location where it appeared before removal;
3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material;
4. Your name, address, telephone number, and email address;
5. A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if outside the United States, for any judicial district in which Carderock Ventures, LLC may be found); and
6. A statement that you will accept service of process from the person who provided the original DMCA notification or an agent of such person.

We will forward your counter-notification to the complainant. If they do not file a court action within 10-14 business days, we may restore the content.

9. Aggregate Statistics

Company may monitor your use of the Services and collect and compile data and information related to all such use in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"); such Aggregated Statistics are wholly owned by Company with all rights reserved and may be used by Company for operating, developing, providing, promoting, and improving the Services and any other lawful purpose, including after termination of your Account. For more information about how we collect and use data, please see our Privacy Policy.

10. Confidentiality

We will treat your Inputs and any non-public data you provide through the Services in accordance with our Privacy Policy. Certain Services may provide you with access to non-public features, beta functionality, or other confidential Company information. You agree not to disclose such information to third parties without our prior written consent. This obligation does not apply to information that becomes publicly available through no fault of your own. If a separate confidentiality or Mutual Non-Disclosure Agreement ("MNDA") has been executed between the parties, that agreement shall control to the extent of any conflict.

Investor and Transaction Disclosures

Notwithstanding the foregoing, Company may disclose aggregated, anonymized, or de-identified data derived from your use of the Services to potential investors, acquirers, lenders, or other financing parties in connection with due diligence, financing transactions, or corporate restructuring, subject to appropriate confidentiality obligations. Company may also disclose non-aggregated Service data to such parties under confidentiality agreement where required for transaction due diligence, provided such disclosure is consistent with our Privacy Policy.

Cross-Service Data Sharing

If you use multiple Services operated by Company, we may share your Account information, usage data, and Service Data across those Services to:

• Provide you with a unified experience across our Services
• Improve our Services through aggregated analytics and product development
• Personalize your experience by recommending other Services that may be relevant to your needs
• Market and communicate about other Services we offer, including through email, in-product notifications, and targeted advertising
• Prevent fraud and abuse
• Comply with our legal obligations.

You can opt out of marketing communications at any time-see opt-out instructions in Section 8 above. Note that opting out of marketing will not affect service-related communications or data sharing necessary to provide the Services you use.

11. Term and Termination

Term

These Terms commence on the earlier of the date you first access the Services, create an Account, or accept these Terms, and subject to Section 11 (Survival), these Terms will remain in full force and effect while you use the Services, unless terminated earlier in accordance with this Section.

Subscriptions and Auto-Renewal

If you purchase a subscription, your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date. You authorize Company to charge your payment method on file for each renewal period. Company may change subscription Fees at any time in its sole discretion. For existing subscribers, we will provide notice of price changes, and the new pricing will take effect on your next billing cycle after notice is provided. Continued use after a price change constitutes acceptance of the new Fees.

At the time of purchase, you must affirmatively acknowledge the auto-renewal terms before your subscription is activated. This acknowledgment may be accomplished by checking a consent box, clicking a clearly labeled subscribe or purchase button adjacent to the auto-renewal disclosure, or other means that constitute affirmative consent under applicable law. The auto-renewal disclosure will be presented to you in a clear and conspicuous manner prior to completing your purchase.

Auto-Renewal Terms for California Residents

Your subscription will continue indefinitely and automatically renew at the end of each billing period (monthly, annually, or as otherwise specified) until you cancel. You will be charged the then-current subscription rate unless you cancel prior to the renewal date. You may cancel your subscription at any time, see section Subscription Cancellation below for more details.

For annual subscriptions, we will send you a reminder email between 15-45 days before your subscription renews to the email address associated with your Account. The reminder will include: (i) the renewal date; (ii) the renewal price; and (iii) instructions on how to cancel. You are responsible for maintaining a current, valid email address in your Account settings. By purchasing a subscription, you acknowledge and agree to these automatic renewal terms.

Termination by Company

Company may suspend or terminate your access to the Services, in whole or in part, immediately and without prior notice if: (a) you breach any provision of these Terms; (b) Company is required to do so by law; (c) continued provision of the Services becomes commercially impracticable; or (d) your Account has been inactive for an extended period as determined by Company.

You agree that all terminations will be made in Company's sole discretion and that Company will not be liable to you or any third party for any termination of your Account. If Company terminates your access to paid Services for its convenience (and not due to your breach), Company shall refund any prepaid Fees in accordance with Section 5 above.

Termination by You

You may terminate your Account at any time by: (a) following the cancellation instructions within the applicable Service; or (b) contacting us at support@carderock.vc.

For paid subscriptions, cancellation will take effect at the end of your current billing period. You will retain access to paid features until that date. No refunds will be provided for partial billing periods unless required by applicable law.

You may cancel your paid subscription at any time through the cancellation method made available within the applicable Service, or by contacting us at support@carderock.vc with your Service and account details and with "Cancel Subscription" in the subject line.

Data Export

Prior to terminating your Account, you are responsible for exporting or downloading any data you wish to retain. Company may provide data export tools within certain Services but is not obligated to do so.

Effect of Termination

Upon termination for any reason: (a) your license to use the Services immediately ceases; (b) you must stop all use of the Services; (c) you may no longer be able to access your Account and all related information or files associated with or inside your Account (or any part thereof); and (d) Company may delete Your Content and all data associated with your Account in accordance with the data retention provisions below.

Data Retention After Termination

Company may retain Your Content and Account data for as long as necessary for legitimate business purposes, including regulatory compliance, dispute resolution, fraud prevention, and backup/disaster recovery cycles. Retention periods may include: (i) a reasonable period to allow for Account recovery if termination was initiated by you, at Company's sole discretion; (ii) up to 180 days for backup systems and disaster recovery; or (iii) longer periods where required by law or reasonably necessary for ongoing legal matters. Company has no obligation to retain, return, or provide copies of Your Content after termination, and may delete all data immediately at its sole discretion. You are responsible for maintaining your own backup copies of Your Content. Company will not have any liability to you for any deletion of your data following termination, or for any suspension or termination.

Survival

The following provisions shall survive any termination or expiration of these Terms: Sections 8 (Intellectual Property Rights, Ownership, and Grants), 9 (Aggregate Statistics), 10 (Confidentiality), 13 (Indemnity), 14 (Disclaimer of Warranties), 15 (Limitation of Liability), 16 (Governing Law and Dispute Resolution), 19 (Export Control), 22 (Force Majeure), 23 (Entire Agreement), this Section 11 (Term and Termination), and any other provisions that by their nature should survive, as determined by Company or a court of competent jurisdiction. Additionally, any payment obligations, confidentiality obligations, and licenses granted by you to Company shall survive indefinitely.

12. Changes to Terms

These Terms, any Additional Terms, and our Privacy Policy are subject to occasional revision by Company. When changes are made, we will make new versions available on our website or within the applicable Services and update the "Last Updated" date. If we make any changes, that we determine, in our sole discretion, to be material, and you have registered an Account with us, we may notify you by email, at a time determined at our discretion, at the last email address you provided.

Changes will be effective immediately for new users. For existing users, changes will generally be effective 30 days after posting, though Company may make changes effective immediately where required by law, necessary for security, or critical to operations. For certain material changes, we may require affirmative consent in a specified manner before further use of the Services is permitted.

You are responsible for reviewing these documents periodically.

IF YOU DO NOT AGREE TO ANY CHANGES AFTER RECEIVING NOTICE OF SUCH CHANGE(S), YOU WILL STOP USING THE SERVICES. OTHERWISE, YOUR CONTINUED USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. Where affirmative consent is required by law, you must provide such consent before continued use of the Services.

Change of Control

In connection with a Material Transfer or change of control, Company or the successor entity may replace these Terms in their entirety with the successor entity's terms of service, effective upon the later of (a) the closing date of the transaction or (b) 30 days after notice is provided to affected users, during which time users may delete their Accounts if they do not wish to accept the successor's terms.

13. Indemnity

Your Indemnification Obligation

You agree, to the extent permitted by law, to indemnify, defend, and hold harmless Company, our directors, officers, stockholders, employees, licensors, Providers, and agents ("Company Parties") from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") due to, arising out of, or relating in any way to: (a) your use of the Services; (b) your breach or alleged breach of these Terms; (c) your violation of any laws, regulations, or third party rights; or (d) Your Content, including without limitation any claim that Your Content infringes or misappropriates the intellectual property rights of a third party or violates applicable law.

Indemnification by Company

Company agrees to indemnify, defend, and hold you harmless from and against any Losses incurred by you arising from a third party claim that the Services, as provided by Company and used in accordance with these Terms, infringe such third party's intellectual property rights, provided that you: (a) promptly notify Company in writing of such claim; (b) grant Company sole control over the defense and settlement of such claim; and (c) reasonably cooperate with Company in connection with such claim. You agree not to make any admission, settlement, or public statement regarding any such claim without Company's prior written consent. Company will have no obligation under this Section with respect to any claim based on: (i) use of the Services in combination with any non-Company product, service, or technology if such infringement would not have occurred absent such combination; (ii) modification of the Services by anyone other than Company; or (iii) use of the Services in violation of these Terms.

Applicability

The Indemnification by Company provisions in this Section apply only to paid Services. Free Services, trial Services, and beta or experimental Services are provided without any indemnification obligation by Company.

Injunctions

If the Services become, or in Company's opinion are likely to become, the subject of an infringement claim, Company may, at its option and in its discretion: (a) procure for you the right to continue using the Services as set forth hereunder; (b) replace or modify the Services to make them non-infringing; or (c) terminate your access to the allegedly infringing Services and refund any prepaid fees for the terminated portion.

Exclusions

Notwithstanding the terms of the Indemnification by Company and Injunctions provisions of Section 13, Company will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (a) any modification or alteration of the Services by you or your agents or contractors other than as permitted in these Terms, or your failure to reasonably safeguard login credentials, if such claim would not have occurred but for such modification or alteration, or (b) your use of the Services other than as permitted in these Terms.

Sole Remedy

THE FOREGOING STATES THE ENTIRE OBLIGATION OF COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PERMITTED CONTRACTORS, AND LICENSORS WITH RESPECT TO ANY INFRINGEMENT OR MISAPPROPRIATION OF SUCH THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

14. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Except as explicitly provided herein, Company makes no representation, warranty, or condition with respect to the Services, including but not limited to, the quality, effectiveness, reliability, accuracy, completeness, and other characteristics of the Services or any Outputs. Company makes no representation or warranty that the Services will be uninterrupted, error-free, secure, or timely. The Services may be subject to delays, cancellations, and other disruptions.

Beta and Experimental Services

Certain Services may be offered in beta, early access, or experimental form. Such Services are provided for testing and feedback purposes only, may contain bugs or errors, and are provided "AS IS" without any warranty whatsoever. Company may discontinue beta or experimental Services at any time without liability. Company reserves the right to: (a) modify or remove features without notice; (b) reset, delete, or migrate user data with minimal or no notice; (c) change pricing, business models, or monetization strategies; (d) discontinue the Service entirely without refund or liability; and (e) transition the Service to a different legal entity or brand. Early-stage Services are provided for testing, validation, and market research purposes and should not be relied upon for critical business operations.

User Content

Company does not warrant, endorse, or assume any responsibility for any User Content posted by you or any third party, or for any product or service advertised or offered by a third party through the Services.

Third-Party Services

The Services may contain links to or integrations with third-party websites, services, or resources. Company provides these links and integrations for convenience only and is not responsible for the content, products, or services offered by third parties. Your use of third-party services is at your own risk and subject to the terms and conditions of those third parties.

AI and Advanced Technologies

The Services may utilize artificial intelligence, machine learning, or other advanced technologies provided by third-party Providers. The practices, policies, and terms of service of such Providers are subject to change without notice. Company provides no guarantees regarding the behavior, availability, or output quality of any AI or advanced technology features, and is not responsible for any errors, inaccuracies, or harmful content generated by such technologies.

No advice or information, whether oral or written, obtained from Company or through the Services will create any warranty not expressly made in these Terms.

We disclaim all damages to you in respect of your transmission of, or storage of, PII to the Services and you agree to indemnify us in respect of any Loss we incur in respect of any PII which you may transfer to us, contrary to these Terms.

White-Label and Co-Brand Services

For Services offered under white-label, co-brand, or third-party brand arrangements, the disclaimers and limitations of liability in Sections 14 and 15 apply equally to Company, the operating brand, and any entity licensing the Services from Company, regardless of the brand name under which the Service is presented to you.

15. Limitation of Liability

Disclaimer of Certain Damages

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR PROVIDERS BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE, IN EACH CASE WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES.

Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED:

1. For paid Services: the greater of a) $100 USD, or b) the total amount you paid to Company in the 12 months immediately preceding the date of the claim; or
2. For free Services, beta Services, or trial Services: Fifty Dollars ($50 USD)

THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND WILL SURVIVE AND APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION.

THIS CAP DOES NOT APPLY TO: (I) DEATH OR PERSONAL INJURY CAUSED BY COMPANY'S NEGLIGENCE, (II) FRAUD OR WILLFUL MISCONDUCT BY COMPANY, OR (III) ANY LIABILITY THAT CANNOT BE LIMITED BY APPLICABLE LAW.

For purposes of this cap, the total amount paid is calculated separately for each Service giving rise to the claim, not aggregated across all Services accessed under a single Account or under these Terms.

Time Limitation

YOU AGREE THAT ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE, OR THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW, WHICHEVER IS LONGER — OR IT WILL BE FOREVER BARRED. THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE.

Basis of the Bargain

YOU ACKNOWLEDGE THAT COMPANY HAS SET ITS FEES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

SOME COUNTRIES, STATES, PROVINCES, OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY AS STATED IN THIS SECTION, SO THE TERMS HEREIN MAY NOT FULLY APPLY TO YOU.

16. Governing Law and Dispute Resolution

Governing Law

These Terms and all related orders and subscriptions related hereto, and all matters arising out of or relating to these Terms are governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof.

Informal Resolution First

Before filing a claim, you agree to contact us at legal@carderock.vc and provide a brief description of the dispute and the relief requested. The parties will attempt in good faith to resolve the dispute informally within 30 days.

Small Claims

Either party may bring an individual action in small claims court if the claim qualifies and remains in small claims court.

Arbitration Agreement

You and Company agree that any dispute, claim, or disagreement arising out of or relating in any way to these Terms, or your access to or use of the Services will be resolved by binding arbitration, rather than in court, except for: (1) claims that qualify for small claims court and remain there; (2) any Excluded Dispute; (3) any claim related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; (4) any claim for equitable relief; (5) claims under the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, which you may elect to pursue either (a) through binding arbitration under the rules below, or (b) in small claims court if the claim qualifies and remains there. For TCPA claims exceeding small claims court limits, arbitration under this Section is the exclusive forum.

Waiver of Jury Trial

YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Company are electing that all disputes will be resolved by arbitration under these Terms, except as set out under Section 16 (Arbitration Agreement) above.

Waiver of Class and Other Non-Individualized Relief

YOU AND COMPANY AGREE THAT, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.

Rules and Forum

The Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Section 16 and any arbitration proceedings. You and Company agree that either party will have the right to finally resolve any Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association ("AAA"), as follows: (a) if you are an individual using the Services for personal purposes, the arbitration will be conducted in accordance with the AAA Consumer Arbitration Rules then in effect, at a location reasonably convenient to you or by telephone or videoconference; or (b) if you are using the Services on behalf of a business or organization, the arbitration will be conducted in accordance with the AAA Commercial Arbitration Rules then in effect in the city of Wilmington, Delaware, unless an order form or Additional Terms provides otherwise. If AAA is unavailable or unwilling to administer the arbitration, the parties will mutually agree on an alternative arbitration administrator, or either party may petition a court of competent jurisdiction to appoint one. The arbitration will be conducted by one arbitrator alone and such arbitrator will have exclusive authority to resolve any dispute, including, without limitation, disputes arising out of or related to the interpretation or application of this Section 16, including the enforceability, revocability, scope, or validity of the arbitration requirement or any portion of this Section 16.

For individual consumers using the Services for personal purposes: (i) Company will pay all AAA filing, administration, and arbitrator fees for claims under $10,000, unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose; and (ii) you may bring qualifying claims in small claims court if they qualify and remain in such court.

Public Injunctive Relief (California)

If you are a California resident and the dispute seeks public injunctive relief that cannot be waived as a matter of law, the parties agree that such request will be decided by a court of competent jurisdiction and any remaining claims will be arbitrated.

Mass Arbitration Procedures

If 25 or more similar demands are filed by the same or coordinated counsel ("Mass Filing"), claims shall be adjudicated in batches of 50. The first batch must be resolved before the next batch is filed or fees are assessed; all other claims are stayed and the statute of limitations tolled. If this batching process is deemed unenforceable, the Mass Filing claims shall be resolved in a court of competent jurisdiction rather than arbitration. Nothing in this section authorizes class, collective, representative, or mass action adjudication. Each demand remains an individual arbitration and must be decided on an individual basis with individualized relief.

Severability

If any provision of this Section 16 is found unenforceable, the remaining provisions will remain in full force and effect, except that if the Class Action Waiver is found unenforceable as to a particular claim, this entire Section 16 (except for the Governing Law provision) will be void as to that claim only.

Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to legal@carderock.vc within thirty (30) days of first accepting these Terms. Your notice must include your name, address, email address, and a clear statement that you wish to opt out of arbitration. If you opt out, you and Company may pursue claims in court, subject to the other provisions of these Terms.

17. International Use

Carderock Ventures, LLC is a Delaware limited liability company headquartered in the United States. The Services are operated under United States law. The Services can be accessed from countries around the world and may contain references to features, products, and services that are not available in your country. Company makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law. If you are using the Services and are not in the United States, you agree that the location for dispute resolution is acceptable to you and that you will not challenge the forum as being inconvenient for you.

Data Transfers

If you are located outside the United States, you acknowledge that your information, including any personal data, may be transferred to, stored, and processed in the United States, where data protection laws may differ from those in your jurisdiction. By using the Services, you consent to such transfers.

Restricted Territories

The Services are not intended for use in any jurisdiction where such use would violate applicable law or where Company does not wish to operate. Company reserves the right to limit availability of the Services, in whole or in part, to any person, geographic area, or jurisdiction at any time.

Geographic and Jurisdictional Provisions

CALIFORNIA RESIDENTS

If you are a California resident, you have the right to:

1. Request information about personal information we have collected (CCPA);
2. Request deletion of your personal information;
3. Opt-out of the sale of your personal information;
4. Non-discrimination for exercising these rights.

For complete details of your California privacy rights and how to exercise them, please see the "California Privacy Rights" section of our Privacy Policy at https://carderock.vc/privacy

Consumer Legal Remedies Act: Nothing in these Terms limits your rights under California's Consumer Legal Remedies Act or other consumer protection laws.

California Civil Code Section 1789.3 requires us to inform California residents of complaint procedures. You may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

18. General Provisions

Severability

If any provision of these Terms is found invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity and enforceability of the remaining provisions, which shall remain in full force and effect. The parties agree that the court may modify the invalid provision to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

Waiver

Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Headings

Section headings in these Terms are for convenience only and shall not affect the interpretation of any provision.

No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and do not create any third-party beneficiary rights, except that Company's affiliates, licensors, Providers, white-label licensees, co-brand partners, and entities operating Services under license from Company are intended third-party beneficiaries of the disclaimers and limitations of liability set forth in Sections 14 and 15.

Relationship of the Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship between you and Company. Neither party has the authority to bind the other or to incur any obligation on the other's behalf.

Electronic Agreement

You agree that these Terms and all related documents may be executed and delivered electronically, and that your electronic acceptance constitutes your signature and consent to be bound.

19. Export Control

You acknowledge and agree that products, Services or technology provided by Company are subject to the export control laws and regulations of the United States. You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Company products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List.

20. Notices

Notices to You

Company may provide notices to you by: (a) posting a notice on the Site or within the applicable Service; (b) sending an email to the address associated with your Account; or (c) any other method reasonably designed to provide notice. You are responsible for keeping your contact information current. Notices posted on the Site or within the Services are effective upon posting. Notices sent by email are effective when sent, regardless of whether you actually receive or read the email.

In the event that the last e-mail address you provided to Company is not valid, or for any reason is not capable of delivering to you any notices required/permitted by these Terms, Company's dispatch of the e-mail containing such notice will nonetheless constitute effective notice.

Bounced Emails: If we receive a bounce-back or delivery failure notice, we may attempt to notify you through alternative means (in-app notice, posting on Site), but we are not required to do so.

Notices to Company

You may provide notices to Company by email at legal@carderock.vc. Notices are effective upon actual receipt by Company. For formal legal notices (including any notice of claim or dispute), you must also send a copy by certified mail to:

21. Assignment

Your Assignment

You may not assign, transfer, delegate, or otherwise dispose of these Terms, or your rights or obligations under these Terms, in whole or in part, without our prior written consent. Any purported assignment, subcontract, transfer, or delegation by you without such consent will be null and void and of no force or effect.

Our Assignment Rights

Company may freely assign, transfer, or delegate these Terms and any of our rights or obligations under these Terms, in whole or in part, without restriction and without your consent or prior notice to you, including but not limited to:

• To any affiliate, subsidiary, parent company, or related entity;
• In connection with any merger, consolidation, acquisition, corporate reorganization, or restructuring;
• In connection with the sale, transfer, or other disposition of all or substantially all of our assets or any business line;
• As part of a portfolio company spinoff, separation, or carve-out transaction;
• To any entity acquiring equity interests in Company or any portfolio company we operate;
• To any entity providing debt or equity financing, or to any lender, investor, or acquirer as collateral security;
• To any trustee, receiver, assignee, or other entity in connection with bankruptcy, receivership, or similar proceedings; or
• In connection with any venture capital financing, investment transaction, or change of control.

Spinoffs and Service Transfers

We operate multiple ventures and may reorganize our business structure by operating Services through affiliated entities, spinning off Services into separate legal entities, or transferring Services between entities. In such cases:

• These Terms will automatically transfer to and be binding upon the successor entity
• Your Account, Your Content, user data, and all associated rights will transfer to the successor entity
• The successor entity assumes all obligations owed to you under these Terms from the effective date of transfer, and Company's obligations to you with respect to the transferred Service cease upon such transfer
• The successor entity will process your personal information as described in our Privacy Policy and their own privacy practices
• You acknowledge and agree that such transfers are part of our normal business operations and do not require your separate consent.

In connection with any spinoff, transfer, or reorganization, Company may use commercially reasonable efforts to provide notice to affected users. No spinoff, transfer, or reorganization shall entitle you to a refund or claim against Company.

Data Transfers

When a Service is transferred or spun out, your Account, Your Content, and personal information associated with that Service will transfer to the successor entity, which will become the data controller/business responsible for your information.

We will provide notice of Material Transfers in accordance with applicable law. Following a Material Transfer, you may delete your Account at any time if you do not wish to continue using the Service under the new ownership.

Complete details about data transfers, your rights, and our data handling during business transfers are available in our Privacy Policy at https://carderock.vc/privacy.

Material Transfers

A material transfer ("Material Transfer") means: (a) a transfer to an unaffiliated third party that will result in changes to the Service, pricing, or your legal relationship with us; or (b) a sale of all or substantially all of our assets to an unaffiliated entity. Material Transfers do not include transfers to affiliates, spinoffs where service continuity is maintained, or financing/investment transactions.

Non-Material Transfers

The following transfers are considered part of our normal business operations:

• Transfers to affiliates, subsidiaries, or parent companies;
• Spinoffs of individual Services into separate legal entities where (i) the Service continues with substantially similar functionality, (ii) your pricing terms remain the same or improve, and (iii) the successor entity commits to honor these Terms;
• Corporate reorganizations that do not change the beneficial ownership or control of the Company;
• Assignments for financing, security, or investment purposes where you continue to interact with the same Service operated by the same entity; or
• Transfers between portfolio companies we control for operational efficiency.

Partial Transfers

We may transfer individual Services or portfolio companies without transferring all of our ventures. In such partial transfers:

• Only the Account(s) and data associated with the transferred Service(s) will transfer to the successor entity;
• Your Accounts and data associated with other Services we continue to operate will remain with us; and
• If you have a single Account that accesses multiple Services, we will work with the successor entity to facilitate your continued access to both the transferred Service and any Services we retain;

Assignment of Consents. In the event of a partial transfer, spin-out, or sale of a specific Service, you hereby agree that your existing consents, including valid TCPA consents for calls/texts and opt-ins for email marketing, shall be deemed assigned to and valid for the successor entity for the specific Service you engaged with, ensuring continuity of your service and preferences.

Financing and Investment Transactions

You acknowledge and agree that assignment or transfer rights under this Section may be exercised in connection with equity financings, debt financings, venture capital investments, or other investment transactions involving us or any portfolio company we operate. Such assignments may occur without notice to you and will not affect your rights under these Terms unless the assignment constitutes a Material Transfer.

Lead Requests and Transfers

If you submit a Lead Request, you understand that (i) your information may be shared with the Lead Partners disclosed to you at submission, and (ii) if a Lead Partner receives your information, their subsequent use of it is governed by their own terms and privacy practices. If Company transfers ownership of a Service (e.g., spin-out or asset sale), the successor may become the controller/business responsible for personal information associated with that Service, as described in the Privacy Policy.

Binding Effect

These Terms will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Following any permitted assignment, references to "Company," "we," "us," or "our" in these Terms will refer to the assignee or successor entity.

22. Force Majeure

Company will not be liable for any delay or failure to perform any obligation under these Terms resulting from causes outside its reasonable control, including, but not limited to: acts of God; natural disasters; war, terrorism, or armed conflict; riots or civil unrest; embargos or sanctions; acts of civil or military authorities; fire, floods, accidents, earthquake, or other natural catastrophe; pandemic, epidemic, or public health emergency; strikes or shortages of transportation facilities, fuel, energy, labor or materials; internet or telecommunications failures; cyberattacks, including denial-of-service attacks; failures of third-party providers, including hosting providers, cloud services, and AI/ML providers; or any other event beyond Company's reasonable control. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Services upon written notice.

23. Entire Agreement

These Terms, together with any Additional Terms, the Privacy Policy, and any order forms or subscription agreements accepted through the Services, constitute the entire agreement between you and Company with respect to the Services. They supersede any prior agreements or discussions unless separately executed in writing by both parties. No purchase order, email, or external document shall modify these Terms.

24. Contact Us

Company welcomes comments, questions, concerns, or suggestions. Please send us any inquiries at legal@carderock.vc or find more information about us by visiting our website.