The ICLUB Global Application (hereinafter – the “App”) provides information regarding potential investment opportunities and allows users (“you” or “User”) to evaluate and commit to participating in certain investment opportunities. These terms of use (the “Terms”) constitute an agreement between you and TA Venture Series LLC and its affiliated entities (hereinafter collectively - “us”, “we” or “ICLUB”) with regard to your use of services available by means of this App (“Services”); please read them carefully.

TA Venture Holding Ltd does not own, manage or operate the App nor does it provide any of the Services; it appears only as a technology provider for ICLUB.

By registering in our App, by clicking "I accept" following these Terms, or by using this App you accept the legally binding Terms set forth below, as well as the terms of our Privacy Policy, which is incorporated in its entirety herein. IF YOU DO NOT AGREE TO THE TERMS, YOU SHOULD EXIT AND CEASE ALL USE OF OUR APP AND SERVICES.

The information provided on the App is not intended for distribution to or use by any person (legal or natural) in any jurisdiction where such distribution or use would be contrary to any laws or regulations which would subject us to any registration requirement within such jurisdiction. Those persons who access the App from such jurisdictions choose to do so at their own initiative.

1. Services. This App presents information regarding potential investment opportunities and allows you to designate investment opportunities in which you are interested. However, such selection does not mean that you will be permitted to participate in such transaction. Our decisions to permit your participation are subject to, among other things, demonstration to our satisfaction that you meet legal requirements for participation, consent of relevant third parties, execution of definitive documentation, and our discretion. We make no representation or warranty that the potential transaction you have identified as interesting for you will take place, or that if it takes place that you will be allowed to participate in it. ICLUB is guided by an internal allocation policy with the ability to deviate from such guideline, if and as necessary, at its sole discretion. Hence, you acknowledge that your participation in any given opportunity is not guaranteed. If you are offered the opportunity to participate in a transaction, you will be required to sign additional legal documentation. ICLUB management decisions are final in all matters relating to the App, Services and other activities related to the App. Following your participation in a transaction, ICLUB may send you communications with important updates related to investment and/or follow-on investment opportunities, in which you expressed interest. You are responsible to carefully review all ICLUB communications, engage with the appropriate representatives and respond in due course, to the extent applicable. You acknowledge that failure on your part to review communicated materials and/or to respond to certain opportunities and/or take certain actions may negatively affect your ability to invest and may even significantly diminish the interest and/or value of your investment.
2. Legality. Use of the App in violation of applicable laws is expressly prohibited. You are solely responsible for verifying that your use of the App and consummation of transactions taking place outside of this App are permitted in your jurisdiction and comply with all applicable laws, regulations, orders and court decisions. IF YOU HAVE ANY QUESTIONS REGARDING LEGALITY IN YOUR JURISDICTION, PLEASE CONSULT A LEGAL COUNSEL. WHEN YOU ACCESS, REGISTER FOR OR USE THE APP, YOU DO SO AT YOUR OWN INITIATIVE, RISK, AND YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE RULES AND REGULATIONS IN CONNECTION WITH ACTIVITIES RELATING TO THE APP.
3. No Financial/Investment Advice. The App does not offer investment or financial advice or recommendation of investments. We recommend that you consult with qualified professionals prior to making actual investments or financial decisions. Any information available through the App is not offered as financial or investment advice and should not be the basis for actual financial activities. We are not liable for any reliance on information available through this App by you or anyone who you may inform of its contents. THE INFORMATION ON THE APP IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE A CROWDFUNDING PLATFORM OR AN OFFER OR SOLICITATION TO PURCHASE OR COMMIT TO ANY INVESTMENT SOLUTIONS OR A RECOMMENDATION TO BUY OR SELL ANY SECURITY NOR IS IT TO BE CONSTRUED AS INVESTMENT ADVICE. ADDITIONALLY, THE MATERIAL ON THE APP DOES NOT CONSTITUTE A REPRESENTATION THAT THE SOLUTIONS DESCRIBED THEREIN ARE SUITABLE OR APPROPRIATE FOR ANY PERSON.
4. Registration & Account Use. You must be at least Eighteen (18) years old in order to register for or use the App. Notwithstanding the foregoing, if you reside in a state, country or other jurisdiction that requires a higher minimum age for your use of the App or participation in its activities, you must comply with the applicable law. When you register with ICLUB and set up your account, you must:

• provide ICLUB with accurate and complete information, including without limitation, your name, address, telephone number, and additional detailed financial and legal information needed to establish an account. You may also be required to provide additional and/or supplemental information in the future upon request by ICLUB; and
• update your account information with any new information within thirty (30) days of changes to such information. Further, you will not use false identities or impersonate any other person or use a name that you are not authorized to use. We encourage you to read our Privacy Policy for information about our policies and procedures regarding the collection, use and disclosure of personal information we receive. You represent and warrant that all information you provide to us at registration or otherwise and in connection with use of the App shall be current, truthful and complete when provided.

You are responsible for safeguarding and maintaining the confidentiality of your username, password and corresponding account information. You agree not to disclose your password to anyone. You agree that you are entirely and solely responsible for any and all activities or actions that occur under your ICLUB account, whether or not you have authorized such activities or actions. You hereby indemnify and, at our request, defend ICLUB against all claims, losses, damages or other liabilities arising from or relating to activities or actions that occur under your ICLUB account. You agree to notify ICLUB of any unauthorized use of your ICLUB account or any other breach of security within (24) twenty-four hours of such use being known to you. In the event that your username or password is stolen, please notify ICLUB immediately so that a new username or password can be created. You agree that you will not permit, enable, introduce or facilitate persons who do not have an ICLUB account to have access to or use of the App.

WE MAY TERMINATE YOUR ACCOUNT IMMEDIATELY AND WITHOUT NOTICE IF YOU DO NOT COMPLY WITH THE TERMS OR IF WE BELIEVE YOUR PARTICIPATION IN THE APP DOES NOT COMPLY WITH APPLICABLE LAWS.

1. Intellectual Property Rights. ICLUB owns the copyright in the App and its content, including its overall appearance, graphics design and underlying source files. You may download or copy material from our App, only for your own personal, non-commercial use. Any other use is forbidden. Except as permitted above, you may not reproduce (in whole or in part), transmit (by electronic means or otherwise), modify, create derivatives of, or use for any public or commercial purpose the contents of this App without the prior written permission of ICLUB. The entire contents of this App are protected by copyright and/or other intellectual property rights. No copyright notices, other intellectual property or legal notices or other identifying information may be removed from downloaded materials. You may not link to or frame this App or any portion hereof. ICLUB’s name and other ICLUB services names and logos referenced in the App are trademarks of ICLUB or its affiliates. Rights in other marks and logos which appear on the App are reserved to the owners thereof, and ICLUB is not affiliated with and does not endorse such entities. You may not separate from this App, or copy or download separate from our App, or otherwise use any of these trademarks or logos. Nothing contained in this App should be construed as granting any license or right to use any of these trademarks or logos.
2. Equipment. You are solely responsible for providing, maintaining and repairing at your own expense all equipment and ancillary services required to access, connect to or otherwise use the App and/or Services.
3. Non-Circumvention. You may not use the App, any content showcased on the App, or any other information acquired from ICLUB, viewed on the App, or otherwise exposed to through your use of the Services, for commercial or investment activity outside of the Services, without prior written approval from ICLUB. For sake of clarity, any use of information exposed to on the App for purposes of direct investment into any investment opportunity by way of circumvention of ICLUB and the Services, shall be considered a material breach of these Terms, for which you will be held liable in connection with any loss and/or damage incurred by ICLUB.
4. Limitations on Participation. You may establish only one account per person to participate in the activities offered on the App. The App reserves the right to monitor any effort to establish multiple accounts; in the event the App discovers that you have opened more than one account per person all additional accounts will be closed without notice and continued violation will result in the termination of any and all of your accounts and ICLUB may take any actions it deems necessary to that effect. The App also reserves the right to deny access to anyone, including, but not limited to, those users who use proxy servers and/or IP addresses residing in certain geographical areas.
5. Use of Non-Personally Identifying Information. Subject to the provisions below in respect of personal identifying information, any communication or material that you transmit to ICLUB through the App, by electronic mail or otherwise, including any data, questions, comments, suggestions and the like, is, and will be treated as, non-confidential and non-proprietary information. ICLUB may use such communication or material for any purpose whatsoever including, without limitation, for disclosure, reproduction and publication. In addition, ICLUB will be free to use any non-identifying statistical information relating to the App or use thereof without any compensation to you.
6. Use of Personally Identifying Information and Privacy Policy. You are not obligated under law to provide us with personally identifying information. However, if you do not provide certain personally identifying information, you will not be able to use certain features of this App. ICLUB will use your personally identifying information as set forth in our Privacy Policy as amended from time to time. You represent and warrant that you have reviewed the Privacy Policy and agree to its terms.
7. Security. We reserve the right to commence civil and/or criminal proceedings against unauthorized users of the App, or in connection with activities not in compliance with these Terms or applicable law. Records of user activities using the App may be accessed by law enforcement organizations. We will comply with court orders with respect to requests for information. You agree that the App is not responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the App or your account. Any attempt to gain unauthorized use of the App's systems or any account, interfere with procedures or performance of the App, or deliberately damage or undermine the App is prohibited and will result in termination of your account, and civil and/or criminal prosecution.
8. Links. Our App may be linked to third party websites. ICLUB has no control over the content or information posted on such third-party websites and we do not assume and we expressly disclaim any responsibility or liability therefore. Third party websites may have terms of use and privacy policies that are different from those that apply to the App. You should refer to these third-party websites’ respective privacy notices and terms of use.
9. Emails & Correspondences. By registering in the App, you acknowledge and agree that we may send you email messages about ICLUB, our services and transactions. By accepting these Terms or using the App or the Services, you affirmatively consent to receive such commercial messages. As a registered member, you can deactivate your account and be removed from our mailing list by emailing us at investorrelations@iclub.vc. You will also be given the opportunity to unsubscribe from commercial messages in any such email we send. Please note that we reserve the right to send you service-related communications, including service announcements and administrative messages relating either to your account or to your transactions without offering you the opportunity to opt out of receiving them.
10. Use Guidelines. You must use the App in a manner consistent with any and all applicable laws and regulations. You may not engage in advertising to, or solicitation of, any User to buy or sell any products or services through the App. Although ICLUB cannot monitor the conduct of its Users off the App, it is also a violation of these rules to use any information obtained from the App to harass, abuse or harm another person or to contact, advertise to, solicit or sell to any User without their prior explicit consent. The App is made available for your personal, non-commercial use only. Businesses, organizations or other legal entities may not use the App for any purpose other than with respect to transactions with us. You may not use the App for any illegal or unauthorized purpose. International users agree to comply with all local rules regarding online conduct and acceptable content, including laws regulating the export of data from your country of residence.
11. Confidentiality. Our App and any other telephone, email, or other oral or written communication made to you by ICLUB, includes content and information provided by third parties, including information with respect to the business and/or financials and/or activities of such third parties which such third parties may deem as ‘confidential’ (“Confidential Information”). Users shall not, without the prior written approval of such third parties, publish or otherwise disclose to others, or use such Confidential Information for any purpose other than for purposes of reaching a decision whether to invest with and/or through ICLUB.
12. U.S. policy. ICLUB does not solicit or intend to offer Services to U.S. persons. The App is not intended to offer or to promote the offer or sale of the securities in the United States or to U.S. persons as defined in Regulation S under the US Securities Act of 1933.
13. Limitation of Liability; Disclaimers. ICLUB cannot guarantee that the information posted on this App or any information provided by ICLUB’s Investor Relations representatives in any verbal and/or written communications shared with you is accurate, complete or suitable for any purpose and if you choose to rely on such information you do so at your own risk. In addition, ICLUB cannot guarantee that the content posted on this App has not been affected by technical malfunctions or unauthorized tampering. ICLUB does not guarantee that material on this App will be free from infection, viruses, worms, Trojan horses and/or other code that has contaminating or destructive properties. It is your responsibility to take protective steps such as virus checking. ICLUB does not guarantee any specific level of availability of the App or Services. ICLUB will not be liable as a result of the App or Services unavailability or interruptions. ICLUB MAY ALTER OR REMOVE MATERIALS FROM THIS APP AT ANY TIME. THE APP AND RELATED SERVICES ARE OFFERED ON AN “AS-IS” BASIS. TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, ICLUB MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE USE OF THIS APP OR ANY INFORMATION POSTED ON OR SERVICES OBTAINED THROUGH THIS APP, INCLUDING ANY INFORMATION PROVIDED BY ICLUB THROUGH OFF-APP COMMUNICATIONS, VERBAL OR WRITTEN. IN NO EVENT WILL ICLUB, ITS AFFILIATES, EMPLOYEES OR OFFICERS BE LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND WHATSOEVER RESULTING TO YOU OR TO ANY THIRD PARTY DIRECTLY OR INDIRECTLY FROM ANY USE OF THIS APP OR DEFECT IN THIS APP OR ANY INFORMATION CONTAINED IN THIS APP OR UNAVAILABILITY OR MALFUNCTION OF THE APP OR ANY INFORMATION PROVIDED BY ICLUB THROUGH OFF-APP COMMUNICATIONS, VERBAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR OTHER INDIRECT DAMAGES, OR LOSS OF INCOME, REVENUE, BUSINESS OR PROFITS. IF THE FOREGOING LIMITATION OF LIABILITY IS NOT ENFORCEABLE, LIABILITY OF ICLUB IN CONNECTION WITH THE APP, USE THEREOF OR INFORMATION APPEARING THEREIN OR ANY OTHER MATTER IS LIMITED TO $300 US DOLLARS. BY USING THIS APP, YOU EXPRESSLY ASSUME ALL RISK RELATING TO THIS APP AND USE THEREOF, INCLUDING, WITHOUT LIMITATION, THAT THE INFORMATION AND MATERIALS ON THIS APP AND IN OFF-APP COMMUNICATIONS MAY BE INCOMPLETE, INACCURATE, OUT-OF-DATE, OR MAY NOT MEET YOUR NEEDS OR REQUIREMENTS.

To the maximum extent permitted by law, under no circumstances and under no legal theory (whether based in equity, contract, negligence, other tortious action, strict liability, or any other theory of liability), shall ICLUB, its officers, directors, employees, subsidiaries, or affiliated companies be liable for any direct, indirect, incidental, special, consequential, or punitive damages, such as, but not limited to, loss of revenue, loss of anticipated profits, goodwill, diminution of value, business interruption costs, or any other intangible losses (even if we have been advised of the possibility of such damages) arising out of, related to, caused by, or resulting in any way from damage from any security breach or any other security intrusion, or any virus, bugs, other malicious software or harmful components, tampering, interruption, delay in operation or transmission, computer line or network failure, or any other technical or other malfunction. Some jurisdictions do not allow the exclusion or limitation of liability for consequential, incidental, or other damages, so the above limitations may not apply to you. in these jurisdictions, ICLUB’s liability will be limited to the maximum extent permitted by law.

You will indemnify and hold harmless ICLUB, its affiliates, and any of their respective officers, directors, and employees, from and against any and all damages, judgments, settlements, penalties, costs and expenses (including attorneys’ fees) paid or incurred in connection with claims due to, resulting from or arising in connection with your use of the App or breach of this Agreement.

1. Revision and Update of Terms. ICLUB may revise the Terms at any time without notice by updating this App. You are bound by any revisions or updates. You should periodically visit these Terms to review the current terms that apply to your use of our App. Last update: 06.12.2024.
2. Survival, Waiver. The Terms shall survive any termination of your account or any termination of this agreement. Failure to insist on compliance with the Terms shall not constitute a waiver thereof.
3. Entire Agreement. These Terms constitute the entire agreement between ICLUB and you with respect to the App and may be modified only pursuant to written agreement signed by an authorized ICLUB representative. Governing Laws; Jurisdiction. The Terms are governed and interpreted pursuant to the laws of the State of Delaware, notwithstanding any principles of conflicts of law. If you access this App from another jurisdiction, you are responsible for ensuring compliance with any local laws relating to access and use of this App. You hereby consent to the jurisdiction of the qualified courts operating in the State of Delaware.
4. Severability. If any provision of these Terms is held to be invalid, illegal or unenforceable for any reason, such provision shall be deemed modified so that it is an enforceable provision that most closely approximates the parties' intent.
5. How to Contact Us. If you have any questions or concerns about the Terms you may contact us at investorrelations@iclub.vc