By accessing the Services (“Services”) of Caldwell Partners, LLC (the “Company”) and its website(s), you accept and agree to the terms and conditions of this agreement (the “Agreement”). 

1. Grant of License

• The Company agrees to provide you (“Client”) the Services described in this and other agreements.
• Company grants the Client a non-exclusive, non-transferable, revocable license to access and use the Company’s Services which include its software.
  
  

2. Purpose of Services and Regulatory Exemptions

• The Services are provided to assist in the administrative workflow of Client.
• Private partnership interests include limited partner interests and general partner interests.  
• The Company provides its Services in reliance on SEC federal exemptions, including Section 4(a)(2) of the Securities Act and provisions of Regulation D, including Rule 506(b) and Rule 506(c).
• The Company does not act as a broker, agent, or intermediary, and does not provide investment advice, solicit investors, handle securities transactions, take custody of funds or securities, nor participate in transaction-based compensation related to securities sales.
  
  

3. Client Eligibility
   To access and use the Services, Company shall rely on Client’s representations regarding:

• Be at least eighteen (18) years of age.
• Provide accurate information and documentation as reasonably requested by Company to verify eligibility or compliance with applicable regulations.
• Company reserves the right to suspend or terminate access if provided information is found to be inaccurate, incomplete, or fraudulent.
  
  

4. Client Responsibilities

• Client represents they are a sophisticated, accredited investor and qualified investor defined as either a “qualified client” or “qualified purchaser” under SEC Rule 205-3 for purposes of this Agreement (together as a “Qualified Investor”).
• Client agrees to use the Services solely for lawful purposes and in strict compliance with all applicable federal and state (or, as relevant, non-U.S. local) securities regulations and each underlying private partnership’s operating agreement.
• All Clients are responsible to retain legal counsel to ensure that their investments in private partnerships meet a registration exemption, comply with applicable federal, state or local laws, and the private partnership’s operating agreement.
  
  

9. Confidentiality and Data Protection

• Client shall maintain the confidentiality of all non-public, confidential, and proprietary information learned through use of the Services regarding private partnerships, their strategies, investments, and the identities of other Clients.
• Client must not disclose, share, or misuse such confidential information and must implement commercially reasonable safeguards among employees and contractors to protect such information.
  
  

11. Compliance and Acknowledgement

• Client represents and warrants their compliance with all laws and regulations applicable to their use of the Services.
• Client acknowledges that they are solely responsible for determining the legality, suitability, and risks of private transfers using the Services.
  
  

12. No Professional Advice

• The Company and its affiliates do not provide legal, regulatory, tax, accounting, or investment advice.
• Each Client should consult with their own independent legal, regulatory tax, and investment advisors before utilizing the Company’s Services.
  
  

13. Risk Disclosures

• Use of the Services involves a high degree of risk and are highly illiquid.
• Investments in private partnership interests are highly speculative and should not be made by anyone that cannot afford to risk their entire capital contribution.
• Information provided by the Company is incomplete, cannot be guaranteed, is subject to change without notice, and is for informational purposes only.
  
  

14. Limitation of Liability

• The Company is not liable for any Client’s acts, omissions, losses, or claims arising from use of the Services, including any violation of laws, or failure of an exemption to apply.
  The Services are provided “as is” and “as available,” with no warranties or representations beyond those expressly provided herein.
• COMPANY AND ITS AFFILIATES MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE ATTAINED BY CLIENT OR OTHERS FROM THE USE OF THE SERVICES, AND THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. Company , its affiliates, supplier, and its third party agents shall have no responsibility or liability contingent or otherwise for any injury or damages whether caused by the negligence of Company , its employees, sub-contractors, agents, or otherwise arising in connection with the Services rendered under this Agreement and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages or any claim against Client by any other party. To the extent permitted by law, it is agreed that the liability of Company, and its affiliate hereunder for damages, regardless of the form of the action, shall not exceed the fees paid by Client to Company during the six-month period prior to a claim.

15. Indemnification

• Client agrees to indemnify, defend, and hold harmless the Company and its affiliates from any losses, liabilities, claims, or damages related to (a) any breach of these Terms; (b) any transfer conducted through the Services; (c) any violation of applicable laws or regulations by the Client.
  
  

16. Intellectual Property

• All rights in and to the Services remain exclusively with the Company.
• Client shall not attempt to reverse-engineer, sublicense, modify, or use the Services beyond the permitted scope.
• The Services many not be used for any illegal purpose or in any manner inconsistent with the provision of this Agreement. Client agrees to use the Services solely for its internal use and benefit and not for resale or for the benefit of any other person.
• Client may not use the Services to compete with the business of the Company.
• The Services are expressly provided by Company and its affiliates for operation solely on Client’s own equipment and are furnished without warranty as to compatibility, fitness or performance with such equipment.
• Unauthorized access or use of the Services is unlawful and Company and its affiliates shall have all rights provided by law to prevent such access or use and to collect damages in such event.
• All price data that results from private auctions in connection with use of the Services shall be exclusively owned by Company and may not be used, modified or improved upon by Client for any commercial purpose.
  
  

17. Amendments

• The Company reserves the right to amend these Terms at any time. Continued use of the Services after the effective date of such amendments constitutes acceptance.
  
  

18. Governing Law; Dispute Resolution

• This Agreement shall be governed by the laws of the State of Delaware without regard to conflict of laws.
• Any disputes arising in connection with this Agreement will be exclusively resolved through mandatory arbitration. Each party shall bear the costs of their legal counsel regardless of the outcome.
  
  

19. Miscellaneous

• These Terms constitute the entire agreement between the parties with respect to the subject matter hereof.
• If any provision is held invalid, the remainder of the Agreement remains enforceable.
• Client may not assign rights or obligations without written consent of the Company.
  
  

By accessing the Services, the Client acknowledges and agrees to be bound by this Terms and Conditions Agreement, our Privacy Policy, and Risk Disclosures.