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Pari Passu Ventures, LLC

PPVP.COM and Related App

Terms of Service

Effective Date: August 24, 2023

The PPVP.com website is owned and operated by Pari Passu Ventures, LLC, a Delaware limited liability company, together with its affiliates, subsidiaries and partners (“PPVP,” “we,” “our” or “us”). These Terms of Service (these “Terms”) are intended to make you, the entity, person or organization (“you”) aware of the terms and conditions of your use of our website (the “Site”), our mobile application (the “Application”) and any products, services and content offered through the Site and/or the Application (the “Services”). It applies to any site and/or application where these Terms are referenced or linked to. We reserve the right to update and modify these Terms at any time without prior notice. Any modifications to these Terms will be effective immediately upon posting of the updated Terms on the Site and in the Application. Your continued use of the Site, Application and/or the Services following the posting of any changes to these Terms constitutes your acceptance to be bound by any such changes. 

PLEASE READ THESE TERMS CAREFULLY. By visiting, accessing or using any part of our Site and/or Application and/ or purchasing or utilizing any Service from us, you agree to be bound by, and shall be subject to, these Terms. If you do not agree to all of these Terms, then you may not access the Site or the Application or use any Services.

1. Services.

a.Site.The Site provides information about our investment approaches, portfolio companies, team members and a highlight of some of our strategic investors.

b.Application.The Application allows users to, among other things, track portfolio investments, receive updates and requests from founders, and find new investment opportunities. You may download the Application on Apple’s App Store or Google Play, and register on the Application. Acceptance of new Members (defined below) is at our sole discretion, and subject to termination at any time.

By accessing any of these Services, you represent and warrant to us that (i) you are an individual at least 18years old; (ii) you are of legal age to form a binding contract; (iii) all registration information that you submit is accurate and truthful and that you will maintain the accuracy of such information; and (iv) you are legally permitted to use and access the Services and take full responsibility for your access, selection and use of the Services.

Portions of the Services are available only to "Accredited Investors" as that term is defined by the U.S. Securities and Exchange Commission, which may be found here.

2. Grant of Licenses. PPVP grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and make personal and non-commercial use of the Site, the Application and the Services, and any software underlying such solely to use the Site, the Application or the Services, as provided by PPVP in accordance with these Terms. This license does not include any resale or commercial use of the Site, the Application or any Services or any content associated with such. You shall not copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying our Site, the Applications or Services. You agree not to use modified versions of any software underlying our Service, including without limitation, for the purpose of obtaining unauthorized access to the Site or Application. You may not use our Site, the Application or any of our Services for any illegal purpose.

3. Prohibited Uses. You shall not use the Site, the Application or the Services in any way that (i) infringes or violates the intellectual property rights or proprietary rights, or rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, rule, ordinance or regulation; (iii) violates any other agreement you have with, or any obligations to, any third party; (iv) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (v) misrepresents the source or identity of any content; (vi) involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (vii) uploads, installs, constitutes, or embeds malware, virus, worms, Trojan horses, or other harmful content or code, or violates the security of another computer network, crack passwords, or security encryption codes; (viii) impersonates, or falsely indicates an affiliation with, any person or entity, including, without limitation, any employee or representative of PPVP; (ix) engages in or furthers any fraudulent, abusive, or otherwise illegal activity, including but not limited to storing illegal material; (x) sends spam or junk mail on the Site, the Application or the Services or to other users of such; (xi) unleashes manual or automated software, devices, or other processes to "crawl" or "spider" any page or content of the Site, the Application or Services; (xii) decompiles, reverse engineers, or otherwise attempts to obtain the source code of the Site, the Application or Services; (xiii) removes, obscures, or alters any notices or links on the Site, the Application or Services or any of the features or tools of such; or (ix) utilizes any robot, scraper or other similar means to access the Site, the Application, or Services.

Any violation of the above, or if PPVP reasonably believes you may have violated this Section, may be grounds for immediate termination of your Account, Membership and/or right to access and use the Site, the Application or Services. PPVP reserves the right to take appropriate legal action, including but not limited to, referral to law enforcement, for any use that we deem in our sole discretion to be an illegal or unauthorized use of the Site, the Application or Services. PPVP will cooperate fully with any law enforcement agency or officials in the investigation of any user who violates these Terms.

4. Content; Ownership; Feedback. (a) All information supplied in and on the Site, the Application and through the Services (“Content”) is the sole responsibility of the party from whom such Content originated.You are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Site, the Application or the Services (“Your Content”). Other Members (and not PPVP) are similarly responsible for all Content that they Make Available through the Site, the Application and the Services (“Member Content”). We have no obligation to pre-screen Content, including but not limited to Member Content. We do, however, reserve the right, in our sole discretion, to pre-screen, refuse or remove any Content. By agreeing to these Terms, you hereby provide your irrevocable consent to such screening and monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. Without limiting the foregoing, we shall have the right to remove any Content that violates these Terms or is otherwise objectionable, in our sole discretion.

(b) Except with respect to Your Content, and Member Content, ownership of and all right, title and interest in and to all intellectual property rights (including all registered and unregistered rights granted or applied for, now or hereafter existing, in or related to patent, trademark, service mark, copyright, trade secret rights or other intellectual property rights) in the Services, Site and Application, and all related content are and shall remain with PPVP or its licensors. You acquire only the right to use and access the Services, Site and Application pursuant to these Terms, and you do not acquire any ownership rights or title in or to the Site, the Application or Services. Except with the respect to Your Content, you have no right, title or interest in or to any Content the appears on the Site, the Application or through the Services. “PPVP,” the PPVP logo and all PPVP product and service names are trademarks or service marks of PPVP or its affiliates (collectively, the “Marks”). No right or license to use the Marks is granted under these Terms.

(c) We do not claim ownership of Your Content.However, when you as a Member upload, post or publish Your Content on the Site, the Application or through the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.You hereby grant PPVP a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, host, display, publish, license, distribute, reproduce, modify and adapt Your Content (in whole or in part) for the purposes of operating, providing, developing and improving the Site, the Application or the Services; as well as researching and developing new Services. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.You are responsible for all of Your Content that you Make Available on the Site, the Application, or through the Services.Any Content, including Account Data, posted or uploaded by you may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by PPVP in its sole discretion. You may not post a photograph of another person without that person’s permission.

(d) You grant PPVP an exclusive, transferable, sublicensable, worldwide, royalty-free irrevocable license to use or incorporate into the Site, Application or Services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you relating to the Site, the Application or the Services.

5. Account. To access certain features of our Services, including without limitation, certain pages of the Site and the Application, you may be required to submit an application and/or become a Member. “Member” means someone who has been accepted by PPVP and has a registered account on either the Site or the Application (“Account”). To become a Member, you must either submit an application by providing personal information and accredited investor status, or receive an “invite code” from a current Member. Even if you receive an invite code, you may still need to provide personal information and accredited investor status, and receiving an invite code does not guarantee that you will be accepted as a Member. Please note that there may be a waiting period of fifteen (15) days or more to allow you to get to know the PPVP team and our investing philosophy before you are accepted as a Member and able to set up your Account. Prior to acceptance, we may also seek confirmation of your accredited investor status by a number of methods, including but not limited to, by a third party verification partner (such as verifyinvestor.com) or by providing written proof of your accredited investor status from a third party such as an accountant or attorney. How we confirm your accredited investor status will be at our sole discretion.

Once you have been accepted and/or are asked to create an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (“Account Data”) and (b) maintain and promptly update the Account Data to keep it true, accurate, current and complete.By creating an Account, you represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Site, the Application or the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Site, the Application or the Services by minors.You may not share your Account Data with anyone, and you agree to (y) notify us immediately of any unauthorized use of your password or any other breach of Account security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or PPVP has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, PPVP has the right to suspend or terminate your Account and associated Membership and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account on behalf of someone other than yourself or the entity with which you are associated. PPVP reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.You agree not to create an Account or use the Application or the Services if you have been previously removed by us, or if you have been previously banned from the Site, the Application or any of the Services.

6. Privacy Policy. For information regarding PPVP’s treatment of personal information, please review our current Privacy Policy at below which is hereby incorporated into these Terms by reference; any use of the Site, the Application and/or the Services constitutes your acceptance and agreement to be bound by our Privacy Policy. 

7. Non-Disclosure and Confidentiality. In using the Services, you will have access to confidential information of PPVP and its affiliates and their respective clients, borrowers, originators, brokers, licensors and suppliers that may include, but is not limited to the names, business and financial information, business plans, operating agreements, investment memorandums, and customer names of PPVP’s and its affiliates’ clients (collectively, “Confidential Information”). You agree to maintain and safeguard vigilantly the privacy and security of all Confidential Information. Without limiting the foregoing, you agree to undertake all necessary measures to ensure the privacy and security of all Confidential Information including without limitation: (i) to use the Confidential Information only for the purpose for which such Confidential Information was made available to you as a part of the Services (the “Permitted Purpose”) and for no other purpose whatsoever; (ii) not to access, use or disclose any Confidential Information that you have no legitimate authorization to access, use or disclose; (iii) not to access the Services or any Confidential Information for any other individual (except to the extent fully disclosed by you to PPVP) or any unauthorized third party; (iv) not to disclose Confidential Information to any third-party except to your attorneys and financial advisors who need to know such information to assist you to carry out the Permitted Purpose (the “Representatives”) and which Representatives are bound by a written confidentiality agreement containing disclosure and use provisions no less restrictive with respect to disclosure than those set forth herein; (v) to restrict physical and system access to the equipment that contains Confidential Information or that gives access to the Confidential Information (such as by diligently locking and monitoring office premises and requiring password verification to gain access to desktop computers); and (vi) to use Confidential Information in compliance with all applicable laws. You shall immediately notify (and cooperate fully with) PPVP if you discover or suspect any unauthorized use of or access to the Services and/or Confidential Information. You hereby agree that you shall be responsible hereunder for any breach or threatened breach by the Representatives of the obligations set forth in this section as if such breach or threatened breach was committed by you. Notwithstanding the foregoing, you may disclose Confidential Information as required by applicable law or by proper legal or governmental authority; provided that you give PPVP prompt notice of any such legal or governmental demand and reasonably cooperate with PPVP in any effort to seek a protective order or otherwise to contest such required disclosure. You acknowledge and further agree that all obligations relating to Confidential Information under these Terms will continue after termination of these Terms and termination of access rights hereunder.

8. Links to Third Party Sites. We use third party providers and/or technology partners (for example, Sanity, Sydecar and/or Bubble.io) to help deliver our Services to you. Thus, the Site and Application may contain links to third-party websites that are not owned or controlled by us, such as links to portfolio company websites, LinkedIn postings, press articles, Apple’s App Store or Google Play. We assume no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites nor do we censor or edit the content of third-party sites. By using our Site, Application and/or Services, you expressly release us from any and all liability arising from your use of any third-party website. We strongly encourage you to review the terms and conditions, privacy policies and any other governing documents of any other website that you may visit. In addition, from time to time some parts of the Services may be supported by sponsored links from advertisers based on information stored in the Services, queries made through the Services or other information. The Site and/or the Application also may provide links to other websites belonging to advertisers. We do not endorse, warrant or guarantee the products or services available through any third party (or any other third-party products or services advertised on or linked from the Site or the Application), and we are not an agent or broker or otherwise responsible for the activities or policies of those websites. If you elect to use or purchase services or products from any third party or elect to provide, or grant access to, your information to any third party, you and your information are subject to their terms and conditions and privacy policy. We strongly encourage you to review the terms and conditions, privacy policies and any other governing documents of any other website that you may visit. We are not responsible for the products and services offered by any third party.

If you decide to make an investment in a company presented on the Services, and your allocation request is accepted, our third party partner (as of the effective date of these Terms, Sydecar) will complete the transaction externally. You will receive an invitation to our current third-party provider by email. Please follow all prompts, including signing any documents, confirming your accredited investor status, and viewing wire instructions to send payment via ACH or wire. Neither the Site nor the Application collects any payment information, nor does PPVP charge fees for browsing on the Services. Fee information for each investment will be detailed by our third party provider. Our standard deal fees are subject to change from time to time, but typically include a management fee, a carry and a third-party platform fee that is proportionally distributed to all investors in a deal based on percent of the round. We reserve the right to revise our standard deal fees at any time, without notice or liability to you.

9. Consent to Electronic Communications.You specifically agree to receive and/or obtain "Communications" from PPVP and its affiliates in "Electronic Form", rather than in paper form. The term "Communications" includes, but is not limited to, documents, agreements, terms, statements, data, records and any other communications regarding your relationship to PPVP and/or its affiliates, including Form CRS or any other notices, summaries, forms, disclosures or documents required by law, rule or regulation. The term "Electronic Form" includes, but is not limited to, electronic delivery of Communications posted or made available on the Site and/or through the Application, and/or sent via the e-mail address associated with the account through which you access the Site or Application, or through which investment opportunities are accessed (or transactions are conducted) on your behalf.

You accept Communications provided in Electronic Form as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, and agree that delivery of such Communications in Electronic Form fully satisfies any requirement that such Communications be provided to you in writing or in a form that you may keep. You represent that you have the appropriate personal computer or other electronic device, software, and internet connection to enable you to retain, if you so choose, any Communications that PPVP sends in Electronic Form for your records.

If you have the legal right under any federal and/or state laws or regulations to receive a document in paper form, you may withdraw your consent to receiving that document in Electronic Form by contacting PPVP at admin@ppvp.com. A withdrawal of your consent to receive such document in Electronic Form will be effective only after we have had reasonable time to process your request.

10. If You Download and Use Our Application.If you download and use the PPVP Application on a mobile device owned or controlled by you (“Device”), the following additional terms and conditions also apply to you:

a.Additional Terms Applicable to iOS Devices.The following terms only apply if you install, access, or use the Application on any device that contains the iOS mobile operating system developed by Apple Inc. (“Apple”). If you use the Application on an Apple-manufactured device, and if there is any conflict between the terms in this Section and other sections in these Terms, the terms in this Section will control.

Acknowledgement. You acknowledge that these Terms are concluded solely between the parties, and not with Apple. PPVP, not Apple, is solely responsible for the Application and the content thereof. You further acknowledge that the usage rules for the Application are subject to any additional restrictions set forth in the Usage Rules for the Apple App Store Terms of Service as of the date you download the App (the “Usage Rules”), and in the event of any conflict, the Usage Rules shall govern if they are more restrictive. You acknowledge and agree that you have had the opportunity to review the Usage Rules.

Scope of License. The license granted to you is limited to a non-transferable license to use the Application on any Apple-branded products that you own or control as permitted by the Usage Rules.

Maintenance and Support. You and PPVP acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.

Warranties. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the Application. In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the Application by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of PPVP. However, you understand and agree that in accordance with these Terms, PPVP has disclaimed all warranties of any kind with respect to the Application, and therefore, there are no warranties applicable to the Application.

Product Claims. You and PPVP acknowledge that as between Apple and PPVP, PPVP, not Apple, is responsible for addressing any claims you may have, as limited by these Terms, or claims of any third party relating to the Application or your possession and/or use of the Application, subject to PPVP’s indemnification rights, including, but not limited to (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

Intellectual Property Rights. The parties acknowledge that, in the event of any third party claim that the Application or your possession and use of the Application infringe that third party’s intellectual property rights, PPVP, and not Apple, will be responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required under these Terms.

Legal Compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Third-Party Terms of Agreement. You agree to comply with any applicable third-party terms when using the Application.

Third-Party Beneficiary. The parties acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

b.Additional Content and License Provisions.The Application, Services and the associated software products made available to you by PPVP are licensed, not sold, to you. Subject to these Terms, PPVP grants you a personal, worldwide, perpetual, royalty-free, non-exclusive, non-transferable, non-sublicensable limited and revocable license to use the Application on Device as permitted by the usage rules contained in the relevant terms and in accordance with these Terms. Any use of the Application or the Service in any other manner, including, without limitation, resale, transfer, modification or distribution of the content is prohibited. These Terms also govern any updates to, or supplements or replacements for, the Application unless separate terms accompany such updates, supplements or replacements, in which case the separate terms will apply. The Application may update automatically on your Device once a new version or feature becomes available.

To the extent not mentioned above, and without waiving any of the foregoing, your grant to us a non-exclusive, perpetual, non-revocable, royalty free license to use, retain, and share information transmitted through the Application by you for the purpose of providing the Service including any such information that is transmitted through a Device, including but not limited the Device camera.

c.Additional Rules and Conduct.You are solely responsible for the confidentiality and security of any information sent from or stored on the Device by the Application. PPVP shall not be responsible for any losses arising from the financial loss or theft of your information due to unauthorized or fraudulent transactions using your account or Device. You shall be solely responsible for taking precautionary steps to protect any information stored on the Device, including without limitation password-protecting the Device and employing remote-wipe feature if available.

d.Push Notifications.When or if you download the Application on a Device, and if you are a registered user of the Application, we may send you push notifications to your Device as a way to deliver information, offers, alerts, updates, reminders, news, and other relevant notifications pertaining to Services, including messages, sounds, and hyperlinks to pages within the Application, or hyperlinks to pages on the Site.

A "push notification" is a message that is different from a text or Short Message Service ("SMS") message in that it is displayed outside of the Application’s normal user interface. The message will appear onscreen without you having to tap our Application icon. PPVP may deliver push notifications on Devices, whether or not you are currently logged in to and/or using the Application, and whether or not your Device is in locked and/or sleep mode.

Push notifications may be controlled from within the Application’s settings and at the Device’s operating system "OS" level at any time. Some Devices may allow us to send push notifications only after you grant permission for us to do so when you first download the Application. Other Devices will automatically opt you in to receive the push notifications when you download the Application. In any case, you can manage your push notification preferences, and choose whether we have permission to send push notifications, by managing your preferences in the Application or at the OS level settings of your Device, and you can set and reset your push notifications permissions as often as you wish. If you choose not to receive push notifications, then you will still receive certain notifications and communications related to Services via the email address associated with the account through which you access the Site or the Application, or through which investment opportunities are accessed, or transactions are conducted, on your behalf (including Communications, as defined above). For the avoidance of doubt, choosing to opt out of push notifications does not serve as an indication of your withdrawal of consent to receiving Communications in Electronic Form.

Receiving push notifications is not required to access the Application or the Services, but we highly recommend that you sign up to receive push notifications for the best Member experience.

11. Text Service. AnyPPVP text message service (the “text service”) will be operated by PPVP or an affiliate thereof. Your use of any such text service will constitute your agreement to these Terms, including the terms and conditions in this Section 11 (“Mobile Terms”). These Terms and the PPVP Privacy Policy also will apply to your use of the text service. We may modify or cancel the text service or any of its features without notice. We may also modify the Mobile Terms at any time and your continued use of the text service following the effective date of any such changes shall constitute your acceptance of such changes.

By providing your mobile phone number, you are agreeing to receiving informational text messages from PPVP. PPVP does not charge for its text service, but you are responsible for all charges and fees associated with text messaging imposed by your wireless provider. Message and Data Rates May Apply. Text messages may be sent using an automatic telephone dialing system or other technology. Your consent to receive autodialed marketing text messages is not required as a condition of purchasing any goods or services or investing in any offering on the Site or the Application. By using the Site, Application and Services, providing your phone number or otherwise opting-in to the Text Service, you consent to receiving text messages from us at the mobile number you’ve provided at opt-in, including but not limited to communications relating to (i) account status and notifications, (ii) offering notices, investment status, opportunities and reminders, (iii) technology-related product or portfolio updates and/or (iv) marketing and advertising communications.Any such text service will be a recurring message program, so that message frequency will vary.You may receive multiple messages per month. You will be able to cancel our text service at any time by responding to any text with “STOP” to cancel at any time. This will cancel the service and opt you out of future text messages from us. You’ll receive a one-time opt-out confirmation text message.If you do not receive such opt-out confirmation text, you may still receive text messages from us. If you have subscribed to other PPVP mobile or text message programs from time to time, and wish to cancel, you will need to opt-out separately from those programs by following the instructions provided in their respective mobile or text service terms. For Text Service support or assistance, text HELP to our Text Service short code or email us at admin@PPVP.com.If you have any questions about your text plan or data plan, it is best to contact your wireless provider. If you have any questions regarding privacy, please read our privacy policy below, following this document.

We may change any short code or telephone number we use to operate our text service at any time. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and PPVP will not be responsible for honoring requests made in such messages.

The wireless carriers supported by the text service are not liable for delayed or undelivered messages. You agree to provide us with a valid mobile number. If you change your mobile phone number, you agree to opt out of the text service prior to changing your mobile number.

You agree to indemnify, defend and hold us and our affiliates harmless from any third party claims, liability, damages or costs arising from your use of the text service or from you providing us with a phone number that is not your own.

You agree that we will not be liable for failed, delayed or misdirected delivery of any information sent through the text service; any errors in such information; and/or any action that you may or may not take in reliance on the information or text service.

Joining the text service is not required to access the Application or the Services, but we highly recommend that you sign up for the text service for the best Member experience.

12. Term; Termination; Changes. These Terms remain in effect until the earlier of (i) the date on which you cease use of the Site, the Application or Services; or (ii) the date that we cease provision of such. We may terminate or suspend your Account or access to all or any part of the Site, Application and/or the Services (and/or any feature thereof) at any time, for any reason, without warning, and in our sole discretion. For example, we may terminate your Account if you fail to fulfill any commitments that you make in relation to the Application or the Services. We will not be liable to you whatsoever if we terminate or suspend your Account or other access to the Site, Application and/or the Services. If you wish to terminate your Account, you may do so by following the instructions on the Application or by emailing us at admin@PPVP.com. We also reserve the right, in our sole discretion and without prior notice, to change, modify, discontinue, terminate or suspend all or part of the Site, the Application or any Services for any reason and without notice to you.

13. Indemnification. You shall indemnify, defend and hold harmless PPVP, its affiliates and each of its, and its affiliates employees, contractors, managers, directors, suppliers and representatives against any and all loss, damage or expense (including legal fees reasonably incurred in the defense of any claim) incurred by such persons and entities as a result of any claim, action or proceeding arising out of or related to: (i) your use or misuse of (or access to) the Site, Application, Services, consent or otherwise and any reliance of Content or information provided within; (ii) your actual or alleged violation of these Terms; (iii) your infringement or violation of any intellectual property, proprietary or privacy rights of any third party; (iv) injury to person or property arising from acts of negligence, bad faith, willful misconduct or reckless disregard by you relating to these Terms or the Services; or (v) actual or alleged violation of applicable law in connection with your use of the Services, and all information therein.We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

14. Warranty Disclaimers. To the maximum extent permitted by law, the SITE, APPLICATION AND THE Services are provided “as is” and “as available,” and at your sole risk. To the maximum extent permitted by law, PPVP expressly disclaims all warranties of any kind, whether express or implied, including, without limitation, the implied warranties or merchantability, fitness for a particular use or purpose, title and non-infringement, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

Without limitation, neither PPVP nor its MANAGERS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS or CONTENT PROVIDERS makes any warrantY that the Services (including any related materials) will meet your requirements, that use of the foregoing will be uninterrupted, timely, secure or error free, that the results obtained from the use of the foregoing or any information or content found on the site, application or the Service will be accurate or reliable, that defects in the operation or functionality of the site, application or Service will be corrected or that the site, application or Service and any content on information found thereon will be virus-free, or that the quality of any information, content or other materials obtained through the site, application or Service will meet your expectations.

Any content or other materials downloaded or otherwise obtained through the use of the site, application and the Service is done at your sole risk, and you will be solely responsible for any damage that results from the download of such material. Further, please note that no advice or information, obtained through the site, application and Service will create any warranty not expressly provided for in these Terms. Some jurisdictions do not allow the exclusion of certain warranties, and accordingly, some of the above limitations may not apply to you.

By virtue of your accessing the Service, we have no special relationship or fiduciary duty with you. Any relationship with our affiliates will be governed by your written agreement with that affiliate. You acknowledge that we have no control over, and no duty to take any action regarding: which users gain access to the Site and Application; what content you access via the Site and Application; what effects the content may have on you; how you may interpret or use the content; or what actions you may take as a result of having been exposed to the content. You release us from all liability for you having acquired or not acquired content through the Site and Application. The Site and Application may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. We make no representations concerning any content contained in or accessed through the Site and Application, and we will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site, Application or the Service.

Electronic Communications Privacy Act Notice (18USC 2701-2711): WE MAKE NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE, APPLICATION OR ANY WEBSITE LINKED TO THE SITE OR APPLICATION.PPVP will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on PPVP's equipment, transmitted over networks accessed by the Site or Application, or otherwise connected with your use of the Service.

15. Securities Disclaimers.No communication by PPVP (whether through the Site, the Application or any other medium) should be construed or is intended to be a recommendation to purchase, sell or hold any security or otherwise to be accounting, compliance, financial, investment, legal, regulatory or tax advice. Nothing on the Site or the Application is intended as an offer to purchase or sell securities or a solicitation of any securities transaction. Investing in securities described in the content on the Site and/or the Application poses risks, including but not limited to the risk of losing some or all of the money you invest. Before investing in any securities, you should: (a) conduct your own investigation and analysis; (b) carefully consider the investment and all related charges, expenses, uncertainties and risks, including all uncertainties and risks described in offering materials; and (c) consult with your own investment, tax, financial and legal advisors. The securities described in the content on the Site and/or the Application are only suitable for accredited investors who understand and are willing and able to accept the high risks associated with private investments. Investing in private placements requires long-term commitments, the ability to afford to lose the entire investment and low liquidity needs. This Site and/or the Application provides preliminary and general information about such securities and is intended for initial reference purposes only. It does not summarize or compile all the applicable information. The Site and the Application do not constitute an offer to sell or buy any securities. No offer or sale of any securities will occur without the delivery of confidential offering materials and related documents. The information contained herein is qualified by and subject to more detailed information in the applicable offering materials. PPVP is not registered as an investment adviser or broker-dealer. PPVP does not make any representation or warranty to any prospective investor regarding the legality or suitability of an investment in any securities.

ALL INVESTMENTS CONTAIN SOME DEGREE OF RISK, INCLUDING BUT NOT LIMITED TO RISK OF LOSS.Loss of principal is possible. particular investments may not be suitable for certain situations. carefully consider the risks and possible consequences involved prior to making any investment DECISION.ppvp will not be liable to you or any third party for any loss ASSOCIATED with your use of OR RELIANCE ON the services or our site OR APPLICATION.NOTHING CONTAINED ON OUR SITE, application OR SERVICES CONSTITUTE OR SHOULD BE CONSTRUED AS A SOLICITATION, RECOMMENDATION, ENDORSEMENT OR OFFER BY PPVP OR ANY THIRD PARTY OF ANY PARTICULAR INVESTMENT OPPORTUNITY.ANY INVESTMENTS THROUGH THE APPLICATION ARE AT YOUR OWN RISK, AND EACH POSSIBLE INVESTOR MUST DUE ITS OWN DILIGENCE AS THE POTENTIAL INVESTMENT AND WHETHER IT IS RIGHT FOR THEM.

16. Limitation of Liability. TO THE FULLEST EXTENT UNDER APPLICABLE LAW, OUR TOTAL LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER OR RELATED TO THESE TERMS AND THE SERVICES PROVIDED IS LIMITED TO DIRECT MONEY DAMAGES NOT EXCEEDING ONE HUNDRED ($100) US DOLLARS. THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THE LIMIT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PPVP BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS OR REVENUE OR LOST OR DAMAGED DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE ARE AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

17. General Provisions

  1. No Agency; Assignment. No agency, partnership, joint venture, or employment is created as a result of these Terms, and you do not have any authority of any kind to bind PPVP in any respect whatsoever.You shall not assign these Terms, or any of the rights or obligations hereunder without the prior written consent of PPVP. Assignments made in violation of this Section will be null and void and of no force or effect. These Terms binds and inures to the benefit of the parties and their respective permitted successors and permitted assigns.
  2. Entire Agreement; Severability. These Terms sets forth the entire and exclusive understanding and license between you and PPVP and supersedes and cancels all previous written and oral agreements, communications and other understandings related to the subject matter of these Terms. All modifications must be in a writing signed by both parties, except as otherwise provided herein. If any provision contained herein is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions shall remain unaffected.
  3. Waiver. No waiver by PPVP of any right or provision under these Terms shall constitute a subsequent or continuing waiver of such right or provision or any other rights or provisions under these Terms. Failure to act or delay in acting by PPVP shall not constitute a waiver of any right or remedy.
  4. Governing Law; Venue. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware and the United States, without regard to conflict of law provisions thereof. Any legal proceedings that arise under these Terms shall be brought in Delaware courts.

Contact. All inquiries about these terms or our Services may be directed to PPVP at: admin@ppvp.com.

Survival. The following sections of these Terms will survive its termination or expiration: 3 (Prohibited Uses), 4 (Ownership; Feedback), 7 (Non-Disclosure and Confidentiality), 11 (Text Service), 12 (Term; Termination; Changes), 13 (Indemnification), 14 (Warranty Disclaimer), 15 (No Investment Advice; Investment Risks), 16 (Limitation on Liability), and 17 (General Provisions). Any other provision that by its nature is designed to survive termination or expiration also will survive as such.

Privacy Policy

Pari Passu Ventures, LLC

Last Updated/Effective Date: August 27, 2023

This Privacy Policy (this “Policy”) describes the ways in which Pari Passu Ventures, LLC (“PPVP”, “we,” “our” or “us”) on behalf of itself, and on behalf of any entity that serves as a manager or general partner of a private investment vehicle sponsored by PPVP, collects, uses and discloses information about you, including personally identifiable information, in connection with your use of our website www.ppvp.com (the “Site”) and/or our mobile application (the “Application”; the Site and the Application are sometimes referred to herein as the “System”). Throughout this Policy, “you” refers to the individual or entity that is using the Site and/or the Application.It also describes your choices about the collection, sharing and use of your Personal Information.You acknowledge that your use of the Site and the Application is subject to the terms of this Policy.

This Policy.

Scope.PPVP utilizes the Site and the Application to provide certain financial services [and potential investment opportunities] to you (the “Services”).In the course of providing the Services, PPVP may collect “Personal Information”. Personal Information means information that uniquely identifies, relates to, describes, or is reasonably capable of being associated with or linked to you.

Changes to this Policy.PPVP reserves the right to update this Policy from time to time by posting a new Policy on this page, and in some cases where changes are material PPVP may also contact you via electronic mail and/or post a notice on the homepage of the Site and/or the Application so as to let you know of such changes.You are advised to consult this Policy regularly for any changes.Your continued use of the Site or the Application after such changes have been made constitutes acceptance of those changes.

Collection of Information.

Personal Information that You Provide.PPVP collects any Personal Information that you voluntarily provide, including when you create an account on the System or when you use the Services available through the System.Personal Information that you may provide may include, but not be limited to, your email address, name, financial information such as accredited investor status and prior investing experience, employer information, content-related information, phone number, profile photo, location and online social accounts.PPVP may also collect information that you provide by electronic mail, telephone or other means.

Automatically Collected Information.PPVP may automatically collect certain technical information from your computer or mobile device when you use the System, such as your Internet Protocol address, your web browser type and version, the name and version of your operating system, the pages you view on the System, the pages you view immediately before and after you access the System, and the search terms you enter on the System.This information allows PPVP to recognize you, and personalize and improve your experience if you return to the System using the same computer or mobile device, and to improve the System and our Services.

Information about Legal and Other Materials.In addition, PPVP may collect technical information from your computer or mobile device concerning your receipt of communications, access to materials and approval or execution of contracts, consents or other statements or agreements by means of the System, including the System’s Terms of Use and this Policy.

Cookies.PPVP may collect this information using “cookies,” which are small text files that the System saves on your computer or mobile device, or similar technologies.You can disable cookies in your browser settings but doing so may affect the functionality of the System.

Use and Disclosure of Information.PPVP may collect, use, share, and otherwise process your Personal Information for a number of purposes including but not limited to:

Accessing the System and Providing the Services.PPVP uses your Personal Information to provide you with the Services, or products, services or information related to the Site, the Application or the Services, including providing you with information about the Site, Application, Services or required notices; customizing your experience when using the System, such as by providing interactive or personalized elements on the System; and providing you with content from time to time based on your interests. The legal basis for such uses are the System’s Terms of Use and this Policy.

Analysis.PPVP uses your Personal Information for improving the System and/or the Services, including by (i) combining or aggregating any of the information collected through the System or elsewhere for generating and analyzing statistics about your use of the System and user demographics and traffic patterns and (ii) using anonymized data that may or may not be derived from Personal Information but does not personally identify you, both for disclosure to third parties and for the purpose of enhancing the Services and developing new Service offerings.

Service Providers. PPVP engages third-party service providers (such as technology partners, payment processors, hosting providers and analytics and security providers) to assist in operating and marketing the System. PPVP’s engagement of third-party service providers is often necessary for PPVP to provide the Services to you, particularly where such third-party service providers ensure that the System and Services are operating and secure.

Other Disclosures.PPVP may disclose Personal Information about you to others: (i)) to comply with a valid subpoena, legal order, court order, legal process, or other legal obligation; (ii) to enforce any of the terms and conditions or policies; or (iii) as necessary to pursue available legal remedies or defend legal claims. PPVP may also transfer your Personal Information to an affiliate, a subsidiary or a third party in the event of any reorganization, merger, acquisition or sale, joint venture, assignment, transfer or other disposition of all or any portion of PPVP’s business, assets or stock, including, without limitation, in connection with any bankruptcy or similar proceeding, provided that any such entity that PPVP transfer Personal Information to will not be permitted to process your Personal Information other than as described in this Policy without providing you notice and, if required by applicable laws, obtaining your consent.

Marketing.PPVP may provide you with information from time to time about the Site, Application, Services or required notices.PPVP also may use your Personal Information for delivering marketing communications that may be of interest to you such as new investment opportunities, founder requests, founder updates and other relevant PPVP communications. Communications may be via email, push notifications, SMS text-based notifications or in-app notifications You have the right to ask PPVP not to process your Personal Information for marketing purposes by emailing PPVP at admin@ppvp.com, or by clicking on the unsubscribe link contained in electronic marketing communications. You also may adjust your in-app notifications within the Application’s “Settings-> Notifications” section. We note that automatic emails (including but not limited to password reset notifications) cannot be unsubscribed from, as they are critical to the functioning of the Application.

Retention. We will retain your Personal Information for as long as necessary to fulfill the purposes for which it has been collected, as outlined in this Privacy Policy, or any longer retention period required by law.

Security.PPVP is committed to protecting your Personal Information from unauthorized access, use or disclosure.The Site, the Application and their operators (including Bubble.io (a technology platform for building digital products) in the case of the Application) maintain administrative, technical and physical safeguards designed to protect the information collected through the Site and Application (as applicable).Since no information or communication system can be 100% secure, however, PPVP cannot guarantee the absolute security of your Personal Information.In addition, PPVP is not responsible for the security of Personal Information that you transmit to the System over networks that PPVP does not control, including the Internet and wireless networks.

Cookie and other Tracking Technologies. We collect Personal Information and other data from cookies, pixel tags, and tracking technologies. We allow or enable third parties to collect Personal Information to provide their interest-based advertising services.

Google Analytics. We use analytics services, including Google Analytics, to assist us with analyzing our website traffic. These services utilize cookies and other technologies that collect your Personal Information. To learn more about how Google uses data, visit Google’s Privacy Policy and Google’s page on “How Google uses data when you use our partners’ sites or apps.” You may download the Google Analytics Opt-out Browser Add-on for each web browser you use, but this does not prevent the use of other analytics tools. To learn more about Google Analytics cookies, visit Google Analytics Cookie Usage on Websites.Do Not Track. In order to manage your preferences with respect to these technologies, please visit our Settings page. In addition, most browsers provide you with the ability to block, delete, or disable cookies, and your mobile device may allow you to disable transmission of unique identifiers and location data. If you choose to reject cookies or block device identifiers, some features of the Site may not be available, or some functionality may be limited or unavailable. Please review the help pages of your browser or mobile device for assistance with changing your settings. We do not respond to Do Not Track (“DNT”) signals sent to us by your browser at this time.

Opting Out.You can control and/or delete cookies as you wish – for details, see https://www.aboutcookies.org/. You can delete all cookies that are already on your computer and you can set most browsers to prevent them from being placed. If you do this, however, you may have to manually adjust some preferences every time you visit a site and some services and functionalities may not work as intended by PPVP.

Session Replay Functionality. We may use 3rd party technology providers for Session Replay, a feature which enables us to record user sessions on our Site and Services and replay your journey. Session Replay may include your view (browser or screen output) and user input (keyboard and mouse inputs, mobile gestures). Its main purpose is to identify problems in the application for customer support purposes, particularly when you encounter an error or failure. It can also be used to help improve customer experience and to identify obstacles in conversion processes on our Site and Services. Session Replay is configured in such a way that it will mask out data entered in certain fields (like name or credit card number, ) to prevent Personal Information from being stored.

Links to Third-Party Websites.The System and communications from PPVP may contain links to websites operated by third parties.You acknowledge and agree that PPVP is not responsible for the collection and use of your Personal Information by such websites that are not under PPVP’s control.We encourage you to investigate and ask questions before disclosing Personal Information to third parties, since any Personal Information disclosed will be subject to the applicable third party’s privacy policy.

Children’s Information.The System is not directed to, nor does PPVP knowingly collect information from, children under the age of 18.If you become aware that your child or any child under your care has provided information without your consent, please contact PPVP immediately using the contact information provided below.If PPVP learns that it has collected information from a child, PPVP will promptly take steps to delete that information.

Other Agreements.You may from time to time enter into binding legal agreements relating to certain Services available through the Site, the Application or PPVP’s third party providers such as Sydecar (PPVP’s SPV platform), any of which may have terms that are different from those of this Policy.In the event of any inconsistency, the terms of such other agreement shall control with respect to such Services.

International Use of the System. The System is hosted in the United States. If you are visiting the System from outside of the United States, please note that by providing your Personal Information it is being transferred to, stored, collected or processed in the United States, where our data center and servers are located and operated.

Your Rights. Depending on where you live in the United States, you may have the following rights with respect to your Personal Information:

  • Access: You may have the right to know what Personal Information we have collected about you and to access such data.

  • Data portability: You may have the right to receive a copy of your information in a portable and readily usable format.

  • Deletion: You may have the right to delete your Personal Information that we have obtained, subject to certain exceptions.

  • Correction: You may have the right to correct inaccuracies in your Personal Information.

  • Opt out of certain processing: You may have the right to opt out of the processing of your information for purposes of (a) targeted advertising, (b), the sale of your Personal Information; or (c) profiling in furtherance of decisions that produce legal or similarly significant effect concerning you.

To exercise any of the privacy rights afforded to you, please submit a request to us by emailing us at privacy@ppvp.com

California Residents

California Civil Code Section 1798.83 permits visitors to the System (including without limitation our websites) who are California residents and who have an existing business relationship with us to request certain information regarding our disclosure of personal information to third parties for the third parties’ direct marketing purposes, if any. To make such a request, please send an email with the subject heading “California Privacy Rights” to us at privacy@ppvp.com.

Contact Information.If you have any questions about this Policy or the collection or use of information about you, please email PPVP at privacy@ppvp.com