Terms of Use

Thank you for visiting this website (this “Site”), provided to you solely for informational purposes by Soundcore Capital Partners, LLC (“Soundcore”). These Terms and Conditions of Use constitute a legally binding agreement between Soundcore and you, the user of this Site. By accessing this Site you acknowledge that you have read and agree to be bound by the terms described below. These Terms and Conditions of Use govern your use of the Site. Please read these Terms and Conditions of Use carefully. If you do not accept these terms, please do not continue to access this Site.

We may change any aspect of the Site, or suspend it, at any time and without notice. We may also change these Terms and Conditions of Use at any time by posting a new version to this Site. Any changes will be effective when posted. Your continued use of this Site after any such changes constitutes your acceptance of the new terms and conditions.

This Site is offered and available to users who are 18 years of age or older. By using this Site, you represent and warrant that you are of legal age to form a binding contract with Soundcore. If you do not meet all of these requirements, you must not access or use this Site.

The information and materials on this Site are provided for general information purposes only in relation to Soundcore and its financing capabilities for prospective portfolio companies. Soundcore does not warrant the accuracy, completeness, or usefulness of any information on the Site. Any reliance you place on such information is strictly at your own risk. Soundcore disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.

This Site is not intended to provide legal, business, tax, accounting, investment or other advice. You agree not to construe any of the Site’s strategies, policies, business plans, research, concepts, and other information (collectively, the “Content”) as legal, business, tax, accounting, investment or other advice. You agree that the Content provided in connection with this Site does not, and shall not be deemed to, constitute an offer to sell, or a solicitation to any person to buy, any security or other investment. You understand that none of the Content constitutes a recommendation that you or any other person purchase, sell or hold any security, company, investment product or other investment, or that you should pursue any investment strategy, and the Content is not to be relied upon for the purpose of making investment or other decisions. Information on this Site may not be accurate or current and may be rendered inaccurate by changes in law or regulation. In addition, you understand and agree that all Content provided in connection with this Site is published without consideration of your individual circumstances, financial or otherwise. Accordingly, you agree that you are solely responsible for any investment decisions or other determinations made, including, the evaluation of any investment or other risks, with respect to any of the Content provided in connection with this Site. You agree to consult your own professional advisors as to any legal, business, tax, accounting, financial or other advice regarding any Content provided in connection with this Site.

THIS SITE AND ITS CONTENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND, TO THE MAXIMUM EXTENT NOT PROHIBITED UNDER LAW, PROVIDED WITHOUT WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY SOUNDCORE, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SITE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. SOUNDCORE FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS CONTENTS WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE. YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED UNDER LAW.

Soundcore does not solicit or make its services available to the public. The Content provided on or through this Site may include information regarding past and/or present portfolio companies or investments managed by Soundcore, its affiliates and/or personnel. It should not be assumed that investments made in the future will be comparable in quality or performance to the investments described herein. Further, references to past and present portfolio companies should not be construed as a recommendation of any particular investment or security. Current and previous portfolio companies listed on this Site are not to be considered a complete list of all investments historically made by Soundcore. The portfolio companies listed should not be assumed to have been profitable. Any past performance information on this Site is not necessarily indicative, or a guarantee, of future results. Certain information contained on this Site constitutes “forward-looking statements.” All forward-looking statements represent only the intent and belief of Soundcore as of the date such statements were made. None of Soundcore or any of its affiliates (i) assumes any responsibility for the accuracy and completeness of any forward-looking statements or (ii) undertakes any obligation to disseminate any updates or revisions to any forward-looking statement contained on this Site to reflect any change in their expectation with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Due to various risks and uncertainties, actual events or results may differ materially from those reflected or contemplated in such forward-looking statements. Soundcore is registered with the U.S. Securities and Exchange Commission as an investment adviser.

If it is illegal or prohibited in your country to access or use this Site, then you should not do so. You are responsible for compliance with all applicable laws, rules and regulations. The distribution of material on this Site may be restricted by the laws, rules or regulations of the country from which you are accessing this Site. The information on this Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution would be contrary to applicable law, rule or regulation. We make no warranties that the materials on this Site are appropriate or available for use in such locations.

If you choose, or are provided with, a user name, password or any other piece of information as part of Soundcore’s security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password or other security information. You agree to notify Soundcore immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. Soundcore has the right to disable any user, whether chosen by you or provided by us, at any time in

Soundcore’s sole discretion for any or no reason, including if, in Soundcore’s opinion, you have violated any provision of these Terms and Conditions of Use.

You may download and print materials from this Site solely for your personal use, but you may not use or copy them for commercial purposes, make more copies than necessary of a given page or item or copy a substantial proportion of this Site, except with our prior written permission and nothing contained in these Terms and Conditions of Use or anywhere on the Site shall be construed as granting any license or right to use any of the Content. Copies must not alter the original content and must reproduce our copyright notices. Please be advised that Soundcore may record certain usage information, such as the number and frequency of visitors to this Site.

All content included on this Site, including, without limitation, graphics, logos, articles and other materials, is the property of Soundcore or others and is protected by intellectual property rights and unfair competition, copyright and other laws. All trademarks and logos displayed on this Site are the property of their respective owners, who may or may not be affiliated with Soundcore. You may not use any trade names, trademarks, service marks, trade dress, logos and other indicia of source (collectively, “Marks”) or Content without the express written permission of the owner (whether Soundcore or otherwise), and nothing contained in these Terms and Conditions of Use or anywhere on the Site shall be construed as granting any license or right to use any Mark or Content.

There may be links from this Site to external Internet sites operated by third-parties. In addition, third-party sites may be linked to this Site, with or without Soundcore’s consent. Soundcore’s decision to link to third-party sites is in no way an endorsement of such sites. Soundcore does not monitor, edit or control such third-party sites. We are not responsible in any way for the suitability of their content, the performance of such sites or the quality of the products or services offered therein. Your choice to follow links to such websites is at your sole risk. If you have questions regarding a linked site, please direct them to the administrator of the relevant site. Soundcore reserves the right to terminate any link at any time.

SOUNDCORE DOES NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR THIS SITE OR THE CONTENT. SOUNDCORE IS NOT LIABLE TO YOU OR ANYONE ELSE FOR ANY CLAIM OF ANY NATURE WHATSOEVER BASED ON (1) THIS SITE OR THE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE CONTENT OR ANY FEATURE OF THIS SITE OR (2) YOUR BREACH OF ANY PROVISION OF THESE TERMS AND CONDITIONS OF USE.

UNDER NO CIRCUMSTANCES WILL SOUNDCORE BE LIABLE FOR ANY DAMAGES OR LOSSES (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA OR ANY OTHER DAMAGES OR LOSSES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OF USE OR YOUR USE OF ANY SERVICE OR CONTENT, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER TORT (INCLUDING NEGLIGENCE OF ANY KIND), CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF THE DAMAGES OR IF THE DAMAGES COULD HAVE BEEN FORESEEN. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Any dispute relating to these Terms and Conditions of Use shall be brought solely in New York and you agree that such courts shall have jurisdiction over you in connection with any such dispute. These Terms and Conditions of Use shall be governed by and construed in accordance with the laws of the New York without regard to its conflict of law rules. You must commence any cause of action you may have with respect to your use of this Site within one (1) year after the claim or cause of action arises, otherwise, such claim or cause of action is permanently barred. If, for any reason, a court of competent jurisdiction finds any provision in these Terms and Conditions of Use to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms and Conditions of Use, and the remainder shall continue in full force and effect. Any failure or delay by Soundcore in enforcing an obligation or exercising a right under these Terms and Conditions of Use does not amount to a waiver of that obligation, or right or any other obligation or right.

You agree that you will be solely responsible for, and that you will defend, indemnify and hold Soundcore, its parents, subsidiaries and other affiliates and each of their respective officers, directors, agents, employees, advisors and representatives harmless from and against any and all claims, demands, liabilities, costs or expenses, including without limitation reasonable attorneys’ fees, resulting from your violation of these Terms and Conditions of Use or otherwise resulting from your use of the Site. Soundcore reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which it is entitled to indemnification, but you must still indemnify Soundcore for all liabilities, losses, or damages. You agree to provide Soundcore with whatever cooperation it reasonably requests.

You may not assign or otherwise transfer these Terms and Conditions of Use or your rights or obligations under it without Soundcore’s prior written consent, and any attempted assignment or other transfer in violation of this provision shall be null and void. Soundcore may assign these Terms and Conditions of Use or any rights under these Terms and Conditions of Use without your content and without notice. Nothing in these Terms and Conditions of Use may be used to construe you and Soundcore as joint venturers, co-employers, partners, or agents of each other, and neither you nor Soundcore has the power to obligate or bind the other in any way whatsoever. The terms and conditions set forth in these Terms and Conditions of Use and any agreements included or referred to in these Terms and Conditions of Use constitute the final, complete and exclusive agreement with respect to this Site and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.

If you have any questions or concerns about these Terms and Conditions of Use or any issues raised in these Terms and Conditions of Use or on this Site, please contact Soundcore at +1 (212) 812-1180.