1. Acceptance of the Terms and Conditions.

1.1 Stardust Ventures (herein referred to as “Stardust Ventures,” “we,” “us” or “our”) provides and makes available this web site (the “Web Site”). The Web Site contains general information about Stardust Ventures and our portfolio companies and is directed at management teams interested in partnering with Stardust Ventures. All use of the Web Site is subject to the terms and conditions contained in this Terms of Use Agreement (this “Agreement”). Please read this Agreement carefully. By accessing, browsing, or otherwise using the Web Site, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you may not access, browse, or use the Web Site.

1.2 You understand and agree that we may change this Agreement at any time without prior notice. If we do this, we will post the changes on this page and will indicate at the top of this page the date this Agreement was last revised. You may read a current, effective copy of this Agreement at any time by selecting the “Terms of Use” link on the Web Site. Please review this Agreement periodically. Your continued use of the Web Site after any changes or revisions to this Agreement will indicate your agreement with the terms of such revised Agreement. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing, and otherwise using the Web Site.

This Web Site is intended to provide general information about Stardust Ventures and our respective services and portfolios. All information, content, and opinions on this Web Site is for general information only and does not constitute financial or investment advice. Use of this Web Site does not create any client relationship between you and Stardust Ventures or make you eligible for any Stardust Ventures services. The content on this Web Site is provided to you with the understanding that Stardust Ventures’ provision of this content to you does not constitute the rendering of investment, consulting, legal, accounting, tax, career, or other advice or services. Information on this Web Site should not be relied upon for making business, investment, or other decisions or used as a substitute for consultation with professional advisors.

All material provided in the foregoing sources is provided for informational purposes, and it is not, and may not be relied on in any manner as, legal, tax or investment advice or as an offer to sell or a solicitation of an offer to buy an interest in any fund or investment vehicle managed by Stardust Ventures or any other Stardust Ventures entity. Content obtained from third-party sources, although believed to be reliable, has not been independently verified as to its accuracy or completeness and cannot be guaranteed. Stardust Ventures has no obligation to update, modify or amend the content of any such post nor notify its readers in the event that any information, opinion, projection, forecast or estimate included, changes or subsequently becomes inaccurate.

1.3 Your access to and use of the Web Site is also subject to Stardust Ventures’ Privacy Policy located at https://Stardustventures.us/privacy-policy, the terms and conditions of which are incorporated herein by reference.

2. Use of the Web Site.

2.1 This Web Site contains material, including but not limited to text, graphics, video, audiovisual works, logos, photographs, icons, images, audio clips, and software (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content except as permitted under this Agreement. You may use Content from the Web Site solely for your personal use. No other use is permitted without our prior written consent; for example, the Content and Web Site may not be distributed, republished, uploaded, posted, or transmitted in any way, without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other web site or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Web Site will automatically terminate and you will immediately destroy any copies you have made of the Content.

2.2 The trademarks, service marks, and logos of Stardust Ventures (the “Stardust Ventures Trademarks”) used and displayed on this Web Site are registered and unregistered trademarks or service marks of Stardust Ventures. Other product and service names located on the Web Site may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with the Stardust Ventures Trademarks, the “Trademarks”). Nothing on this Web Site or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Web Site without the prior written consent of Stardust Ventures specific for each such use. The Trademarks may not be used to disparage Stardust Ventures or the applicable third-party, Stardust Ventures’ or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any web site is prohibited without Stardust Ventures’ prior written consent. All goodwill generated from the use of any Stardust Ventures Trademark will inure to Stardust Ventures’ benefit.

2.3 You agree not to: (a) take any action that imposes an unreasonable load on the Web Site’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Web Site or any activity being conducted on the Web Site, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Web Site, (d) delete or alter any material posted on the Web Site by Stardust Ventures or any other person or entity, (e) frame or link to any of the materials or information available on the Web site, (f) impersonate any person or entity or misrepresent your affiliation with any other person or entity, whether actual or fictitious, including anyone from this Web Site or Stardust Ventures; (g) obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through this Web Site through any means, including through means not intentionally made publicly available or provided for through this Web Site; (h) engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses or other personal information, or any other automatic or unauthorized means of accessing, logging-in or registering on this Web Site, or obtaining lists of users or other information from or through this Web Site including, without limitation, any information residing on any server or database connected to this Web Site; (i) use this Web Site or the content of this Web Site, including but not limited to the text and images herein and their arrangement, to violate, plagiarize or in any other manner infringe upon the rights of third parties, including without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or rights of publicity or any other proprietary or legal right; (j) upload, post, publish, distribute or otherwise transmit any information or material which constitutes or contains a virus, spyware, or other harmful component, or which contains any embedded links, advertising, chain letters or pyramid schemes of any kind; (k) disclose any sensitive, proprietary or confidential information, about yourself or anyone else, (l) attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with this Web Site; or (m) use this Web Site or its services (or any Content, in whole or in part, or submit any information to this Web Site, in violation of any applicable law, rule or regulation.

2.4 The Web Site may contain links to third-party web sites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.

We are not responsible for the content of any linked External Sites, including any third-party content that is imported from an External Site and appears on the Web Site (e.g., third-party content imported from Twitter). We do not make any representations regarding the content or accuracy of any third-party materials on, or imported from, such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.

2.5 Certain elements of the Web Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 2.1 of the Agreement. None of the Content for this Web Site may be retransmitted without the express written consent from Stardust Ventures for each and every instance.

3. Limitation of Liability and Disclaimer of Warranties.

3.1 STARDUST VENTURES, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “STARDUST VENTURES PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE STARDUST VENTURES PARTIES WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEB SITE AND THE CONTENT AT YOUR OWN RISK.

THE STARDUST VENTURES PARTIES DO NOT WARRANT THAT THE WEB SITE WILL OPERATE ERROR-FREE OR THAT THE WEB SITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEB SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO STARDUST VENTURES PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.

THE WEB SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE STARDUST VENTURES PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

3.2 IN NO EVENT WILL ANY STARDUST VENTURES PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH STARDUST VENTURES PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

3.3 Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE STARDUST VENTURES PARTIES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

4. Indemnification. You agree to defend, indemnify, and hold harmless the Stardust Ventures Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use, or misuse of the Content or Web Site. Stardust Ventures will provide notice to you of any such claim, suit, or proceeding. Stardust Ventures reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Stardust Ventures’ defense of such matter.
5. Termination of this Agreement.

5.1 Stardust Ventures reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Web Site or the Content at any time and for any reason without prior notice or liability. Stardust Ventures reserves the right to change, suspend, or discontinue all or any part of the Web Site or the Content at any time without prior notice or liability.

5.2 Sections 3 (Limitation of Liability and Disclaimer of Warranties), 4 (Indemnification), 5 (Termination of this Agreement), and 15 (Miscellaneous) will survive the termination of this Agreement.

6. User Must Comply with Applicable Laws.

6.1 This Web Site is based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Web Site or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

6.2 The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.

7. U.S. Government Restricted Rights. The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Web Site or Content by the Government constitutes acknowledgement of our proprietary rights in the Web Site and Content.
8. Past Performance is Not a Guarantee. The Content on this Web Site may include certain prior indications of past investment performance. In considering such prior performance information, you should bear in mind that past performance is not indicative of future results and there can be no assurance that a particular Stardust Ventures fund will achieve comparable results to any other Stardust Ventures fund. There can be no assurance that the investment objectives of the Stardust Ventures funds will be achieved or that the investment strategies utilized will be successful. Investors in the Stardust Ventures funds bear the risk of a total loss of their investment. The Stardust Ventures funds provide limited liquidity as there are significant restrictions on transferability of their securities and generally no ability to make withdrawals. Any transactions described on this Web Site as having been engaged in by Stardust Ventures are included as representative transactions for illustrative purposes only and may not be representative of all transactions engaged in by Stardust Ventures.
9. Security. While we endeavor to protect the security and integrity of the information we may collect from you via the Web Site, as described in our Privacy Policy, due to the inherent nature of the internet as an open global communications vehicle, we cannot guarantee that any information, during transmission through the internet or while stored on our system or otherwise in our care, will be absolutely safe from intrusion by others, such as hackers. A third party could view the information you send in transit by electronic means. We will have no liability for disclosure of your information due to errors or unauthorized acts of third parties during or after transmission. Stardust Ventures is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.
10. Release. You hereby release and forever discharge Stardust Ventures (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Web Site (including any interactions with, or act or omission of, other Web Site users or any External Sites). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
11. Class Action Waiver. You agree that if any dispute should arise between you and Stardust Ventures that relates in any with to these Terms of Use, the Web Site or its Contents, or your use of the Web Site, you will bring your claim in your individual capacity and waive your right to pursue any claim in a class action or collective action.
12. Cure Period. Before seeking legal recourse for any harm you believe you have suffered arising from or related to your use of this Web Site, you agree to inform us in writing and to give us 30 days to cure the harm before initiating any action. You agree that you must pursue any claim you may have arising under or relating to this Web Site and associated content within twelve (12) months of the first discovery of such claim and any claim not brought within such period is waived and forfeited.
13. Monitoring of Web Site. Stardust Ventures has the right, but not the obligation, to monitor any activity associated with the Web Site. Stardust Ventures may investigate any complaint or reported violation of this Agreement and take any action that it deems appropriate under the circumstances. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, and/or referring the matter to law enforcement authorities.
14. Miscellaneous.

This Agreement is governed by the internal substantive laws of the Commonwealth of Massachusetts, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of Boston in the Commonwealth of Massachusetts. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. Failure of Stardust Ventures to act on or enforce any provision of the Agreement will not be construed as a waiver of that provision or any other provision in this Agreement. No waiver will be effective against Stardust Ventures unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Stardust Ventures and you, this Agreement constitutes the entire Agreement between you and Stardust Ventures with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and will not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Web Site might be publicly accessible. Important and private information should be protected by you.