Terms of Use

These Terms of Use ("Terms") govern your access to and use of the LP Loop platform and website located at lploop.com (the "Service"), operated by LP Loop, Inc. ("LP Loop," "we," "us," or "our"). Please read these Terms carefully before using the Service.

By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not access or use the Service.

1. Eligibility

The Service is intended solely for use by institutional investors, fund managers, and their authorized representatives. By using the Service, you represent that you are at least 18 years old, have the legal authority to enter into these Terms, and are accessing the Service in your professional capacity.

2. Investor Portal Access

Access to the LP Loop investor portal is by invitation only. If you have been provided an access code, you agree to:

• Keep your access code confidential and not share it with unauthorized parties.
• Provide your accurate email address when accessing the portal, which will be associated with your session and used for document tracking and watermarking.
• Use the portal solely for the purpose of reviewing materials shared with you by LP Loop.
• Notify us immediately at info@lploop.com if you believe your access has been compromised.

We reserve the right to revoke portal access at any time, for any reason, without notice.

3. Confidential Materials

Materials made available through the investor portal, including but not limited to pitch decks, financial projections, executive summaries, and SAFE agreements (collectively, "Confidential Materials"), are proprietary and confidential. By accessing Confidential Materials, you agree to:

• Use Confidential Materials solely to evaluate a potential investment in LP Loop.
• Not reproduce, distribute, transmit, publish, or disclose Confidential Materials to any third party without LP Loop's prior written consent.
• Not circumvent document protection features, including but not limited to viewer-only modes and watermarking.
• Accept that documents may bear your email address as a visible or embedded watermark as a condition of access.

Nothing in these Terms or in any Confidential Materials constitutes an offer to sell or a solicitation to buy any securities.

4. No Investment Advice

LP Loop is a technology platform and does not provide investment advice, financial advice, legal advice, or tax advice. LP Loop does not act as a broker-dealer, registered investment advisor, investment manager, or placement agent. Nothing on the Service or in any materials provided through the Service should be construed as investment advice or a recommendation to buy or sell any security or other financial instrument.

You should consult with your own legal, financial, and tax advisors before making any investment decision.

5. Forward-Looking Statements

Materials available through the Service may contain forward-looking statements, including projections, estimates, and plans. These statements involve known and unknown risks and uncertainties and are not guarantees of future performance. Actual results may differ materially from those expressed or implied in such statements. LP Loop undertakes no obligation to update forward-looking statements after the date of their publication.

6. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable laws or regulations.
• Attempt to gain unauthorized access to any portion of the Service or its underlying systems.
• Use automated tools, scrapers, bots, or crawlers to access or index any part of the Service.
• Interfere with or disrupt the integrity or performance of the Service.
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.
• Attempt to circumvent authentication or access control mechanisms.
• Remove, alter, or obscure any watermarks, ownership notices, or proprietary markings on any materials.

7. Intellectual Property

The Service and its content, features, and functionality - including but not limited to text, graphics, logos, icons, and software - are owned by LP Loop or its licensors and are protected by applicable intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Service or any LP Loop intellectual property.

The LP Loop name, logo, and wordmark are trademarks of LP Loop, Inc. You may not use our trademarks without our prior written permission.

8. Third-Party Links and Services

The Service may contain links to third-party websites or services. These links are provided for your convenience only. LP Loop has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. We encourage you to review the terms and privacy policies of any third-party sites you visit.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LP LOOP DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LP LOOP, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE, EVEN IF LP LOOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LP LOOP'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

11. Indemnification

You agree to indemnify, defend, and hold harmless LP Loop and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with your access to or use of the Service, your violation of these Terms, or your violation of any applicable law or the rights of any third party.

12. Modifications to the Service and Terms

We reserve the right to modify or discontinue the Service at any time without notice. We may also update these Terms from time to time. If we make material changes, we will update the effective date above. Your continued use of the Service after changes are posted constitutes your acceptance of the updated Terms.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or the Service shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights or breach of confidentiality obligations.

14. General

These Terms, together with our Privacy Policy, constitute the entire agreement between you and LP Loop regarding your use of the Service. If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

15. Contact

Questions about these Terms should be directed to:

LP Loop, Inc.
info@lploop.com