This Website Terms of Use was last revised and is effective as of March 1, 2023

Please read these Terms of Use and our Privacy Policy (which is incorporated and forms a part of these terms of use) carefully because they form a legally binding and enforceable agreement (“Agreement”) between you and us regarding your use of our Website. By using our Website, you are acknowledging you have read and understand this agreement and agree to comply with and be bound by all of these terms and conditions. if you do not or cannot agree, please do not use our WEBsite. if you become and ARE an investor (as defined below), our investor Agreement will also apply to you and IS also incorporated and formS a part of THIS agreement.

Basic Definitions

In this Agreement, “Company”, “we”, “us” or “our”, “ours” and similar terms, means and refers to Calvera Partners, LLC, “you”, “your” and “yours” and similar terms refers to anyone who uses our website located at https://calverapartners.com/ (“Website”). Our Website, among other things, allows you to obtain information about us and if you are an Investor (defined below), enables you to log in, access and use the investor portal of our Website (the "Investor Portal").

When we use terms such as “use”, “uses”, “visits” or “using” and variations of those terms, means and refers to any actual or attempted visit, access, submission or exchange of information, browsing, copying, image or text capture activity, viewing, display or taking advantage of any features or functions of our Website and each “user” or “visitor” is anyone who does or attempts to do any of these things, whether through a browser, mobile device or otherwise.

We may use singular and plural words interchangeably, and all references to a person or legal entity is intended to be gender neutral. In addition, as you read through these Terms of Use, as well as our Privacy Policy and, if it applies to you, our Investor Agreement, words such as “include” or “including” are inclusive and comprehensive, as examples, and not exclusive or limiting. They should be construed as “including, without limitation” or “including, but not limited to” in this Agreement.

We may also use the words “applicable law” to refer to and mean any and all laws, regulations, international treaties, judicial or other governmental orders that apply to you, to us and this Agreement, including all intellectual property laws, and laws that relate to data protection, rights of privacy and publicity.

We respect your privacy and protecting your information is important to us. Our Privacy Policy is part of our Agreement with you and you should read it carefully since, among other things, it describes how we obtain, collect and use information we obtain through our Website, as well as your rights and obligations with regard to your information.

Our Website

Our Website is only available to persons who are considered adults and under no disability that would prohibit or restrict them from entering into and being legally bound by contracts. By using our Website, you are representing to us that you are of legal age and able to enter into a binding agreement. If you do not meet all of these requirements, you must not access or use the Website.

Our Website is also for use only by persons located in the United States and if you use or attempt to use our Website from or through any jurisdiction other than the United States, you may be in violation of the laws and regulations that apply to you. As a consequence, if you are subject to the laws and regulations of any other jurisdiction, do not use our Website, because if you do, you are agreeing to be bound by these Terms and Conditions and our Privacy Policy, to be subject to the jurisdiction of the laws and regulations of the State and Federal laws applicable in the United States and to accept sole and exclusive liability, responsibility and the consequences of doing so.

If you are a parent or guardian and become aware that your child has accessed our Website or that we may have obtained information about your child, please notify us immediately via our support email address: info@calverapartners.com. Once we verify your status as the parent or legal guardian, and become aware we have obtained your child’s information, we will promptly take steps to remove that information from our servers and any other places and media in our possession or under our control and disable any account or other information that corresponds to that child.

Ownership and Rights to Content

We either own, control or have a right or license to use all the content and material on our Website including all copyright, service and trademark rights, logos, trade names, brands, proprietary products and services and all other distinctive material, audio, visual and audio-visual, as well as the compilation, combination, look and feel and other aspects of how we organize and display the Website and all types of associated metadata (“Content”). If there is Content on our Website that does not exclusively belong to us, including images of people and places, we have obtained the rights to use those from the rights holder. When we use the term “Website,” unless otherwise indicated, it also includes any and all Content on or available through the use of our Website, but does not include any third-party advertising or promotional links we may allow to be displayed on our Website. Content on our Website is available solely for your personal, non-commercial use and Content is protected by applicable laws. Except as otherwise specifically permitted in this Agreement, you have no right to copy or use any Content unless you have obtained our express written permission. If you wish to make any use of Content on the Website, please address your request to: info@calverapartners.com. We do understand and do not consider it a breach of these terms and conditions when your computer temporarily stores copies of Content (or associated code) incidental to your accessing and viewing our Content and your browser may cache Content to enhance the display. We also allow you to print or download one copy of any documents made available to you for your own personal use, but you may not duplicate, reproduce, transmit or distribute those to anyone else. If our Website allows you to download and use an application (“app”) you will also be required to accept and agree to comply with all the terms and conditions of our end user license agreement.

Need More Information?

If you are interested in having someone contact you or if you want to receive more information from us, our Website may allow you to enter information such as your name, telephone number and email address in order to contact you (“Contact Information”). By entering and submitting your Contact Information to us, you acknowledge and agree that will constitute your request and consent for us to contact you and provide you with additional information. As we make clear in our Privacy Policy, you can always opt out of receiving further information and other communications from us, by using the unsubscribe link at the bottom of all external e-mails or by writing us at the address set forth in our Privacy Policy.

Becoming an Investor

If you have completed an Investor Questionnaire or Subscription Agreement and otherwise satisfied all the requirements that apply, you may be able to establish an account with us and you will be considered an “Investor” for purposes of this Agreement. When you register to access our Investor Portal on our Website, you will be required to accept, agree and enter into separate terms and conditions that apply to your and your use of our Investor Portal portion of the Website (the “Investor Agreement”). During the registration process, you will be asked to create an online account and set up a user profile and that will generally involve your selecting a unique user name and password combination (your “Investor ID”) and for your security, providing us with information that will allow us to identify, authenticate and authorize you to log in to our Investor Portal. Investors have access to features, functions, capabilities and resources that are not available to users who are not registered and who do not have an account with us.

We will use the information you provide, among other things, to contact you, and to enable you to access the account information, resources, features and functions available to Investors. Your Investor ID and the information you provide also helps us manage the security of your account to ensure that you, and only you, have access to your account and account information. It is very important that you provide us with accurate and complete information, and you must update your information promptly when changes occur.

You may not and are not permitted to share your Investor ID or your password with anyone, and it is your responsibility to protect the confidentiality and security of your password, your unique Investor ID and your account information. You are and will be solely responsible for any activity associated with your Investor ID, even if you did not know or did not authorize the activity. You must exit from your account at the end of each session for security reasons and you must notify us immediately if you become aware or suspect any unauthorized access to or use of your User ID or password or any other breach of security. 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. We have the right to disable any User ID, password or other means of authorization and authentication, whether chosen by you or provided by us, at any time in our sole discretion for any reason, including if, in our opinion, you have violated any provision of these Terms of Use or for no reason, in our sole discretion.

If you use or attempt to use any other person’s name, Investor ID or attempt to impersonate someone else, any such activity is in violation of this Agreement and may subject you to civil and/or criminal liability, and we have the right to report your activity to law enforcement and other governmental authorities.

Reliance on Content

Content is made available solely for general information purposes and you should not rely on Content on our Website. We do not warrant the accuracy, completeness or usefulness of any Content and any reliance you place on Content is strictly at your own risk and we disclaim all liability and responsibility arising from your or anyone else’s reliance on Content on our Website.

Links; Third-Party Material

Our Website may have hypertext links to websites (URLs) of others (“Links”) and may contain or redirect your browser to content, information and opinions of or provided by others (“Third-Party Material”). We do not monitor or review Third-Party Material, nor are we responsible for their content or where any Link or Third-Party Material may redirect your browser. We also are not responsible for third-party privacy practices or policies and you should make sure you review their terms, conditions and privacy practices carefully, because once you select any Link or Third-Party Material you will be leaving our Website and your information and any activity or transactions you engage in will be under the control and subject to the third party and not us. The existence of a Link or any Third-Party Material on our Website is not, does not and should not be construed as an endorsement or representation by us of any kind and we are not liable or responsible for them in any way. You select (click) on all Links and use all Third-Party Material solely and exclusively at your own risk. All statements and/or opinions expressed in Third-Party Materials, other than the content expressly provided by us, are solely the statements, opinions and the responsibility of the person, firm or entity posting or providing those materials. Third-Party Materials do not necessarily reflect our opinion and we cannot be and are not liable or responsible to you or any other party, for in any way for Third-Party Materials.

If you create a Link to our Website homepage, you may only do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not and may not create or maintain a Link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent. Our Website may also provide certain social media features that you may use solely as provided by us, and solely with respect to the Content they are displayed with that enable you to: (a) Link from your own or certain third-party websites to that specific Content; (b) send e-mails or other communications with that specific Content or Links to that Content; and/or (c) cause limited portions of specific Content to be displayed or appear to be displayed on your own or certain third-party websites.

However, you may not and must not: (a) establish a Link from any website that is not owned or directly controlled by you; (b) cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other website; (c) allow or fail to take reasonable precautions to prevent any malicious or unauthorized code or other security risks from affecting our Website; and (d) take any other action with respect to Content on our Website that is inconsistent with these Terms of Use, our Privacy Policy and, if you are an Investor, the Investor Agreement. You agree to cooperate with us in stopping any unauthorized activity immediately and, if necessary, providing information to the authorities. We reserve the right to withdraw linking permission without notice and we may disable all or any features, links or other functionality, at any time without notice, in our discretion and without liability to you or anyone else.

Prohibited Conduct; Reporting Violations

You may not use our Website in any manner that is illegal, would violate any privacy or data protection laws applicable to you or any other user, that would be considered offensive, inappropriate or does, is likely or is intended to harass, cause harm or distress, disparage or annoy any other party. You are strictly prohibited from attempting to or actually hacking, interfering with, disrupting or damaging our Website or the normal operation of our Website and you may not interfere with, impair or try to prevent anyone else from accessing our Website. You may not transmit, or procure transmission or display of any advertising, solicitations or promotional material without our prior written consent and you may not engage in any conduct or activity that violates the intellectual property rights, including service mark, trademark and copyright. If you believe any Content violates the copyright or any other rights of yours or anyone else, please contact us with complete details at our address below, so we can determine the proper course of action.

If you use our Website in any way other than as described and permitted under this Agreement, you will be violating this Agreement and infringing on our rights and the rights of others and you will be subject to legal action, civil and potentially criminal charges depending on the circumstances. If, for any reason, we believe, have reason to believe, suspect or are notified of any act, omission or circumstances that may or could compromise or endanger any person, cause or lead to damage to persons or property, adversely affects, infringes upon or misappropriates the rights of others, harasses or interferes with any other person, firm or enterprise, interferes with or bypasses any security or other protective measures applicable to our systems, networks and communications capabilities, breaches or violates our Terms of Use or our Privacy Policy or violates any applicable law, we have the right, reserving all other rights and remedies available to us, to report and provide information to any and all regulatory and law enforcement authorities and agencies and take any action permitted by applicable law.

Limit of Liability; Risk of Loss; Indemnity

Our Website is made available “AS IS” and “AS AVAILABLE” without representations or warranties of any kind, whether by operation of law, statutory, express or implied, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE and we are not and will not be responsible to you or any third party in connection with your use of our Website. We cannot and do not guarantee that your use of our Website will be uninterrupted, error free or free of defects or even free from malware or malicious code, nor can we or do we guarantee or warrant that files available for downloading from the Internet or our Website will be free of viruses or other destructive code. You are solely responsible for ensuring you have appropriate scanning and protective mechanisms and procedures for the security and protection of your devices, equipment, programs, communication technology and the integrity and accuracy of the input and output of data and information and by using our Website. You are also solely responsible for ensuring you have sufficient backup capabilities and resources that are maintained separately by or for you in order to reconstruct any lost data and you, not us, assume all risk of loss or damage that may arise or be associated with the use of our Website.

To the fullest extent permitted by law, in no event will we, nor any of our directors, officers, managers, employees, members, agents, licensors and/or service providers be responsible or liable to you or any other party in connection with your use of or inability to use our website. we hereby disclaim any and all loss or damage of any kind (direct, indirect, consequential or otherwise) to you or to any technology or mechanism you may use to access our Website, including, technology you use to view, communicate, interact with or otherwise use our Website. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OF WARRANTIES OR LIMITATIONS ON DAMAGES, SO SOME OF THESE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. the foregoing disclaimer shall apply to any and all demands, claims, causes of action and proceedings, regardless of the basis of the claim or form of action and regardless of whether foreseeable or if a party has been advised of the possibility of damages of any kind.</span<

By accessing our Website, you are also agreeing to fully indemnify us and hold us harmless from any claims, actions, threats and proceedings of any kind, as well as any liability, losses, damages, costs and expenses we may suffer or incur, as a result of your violating or failing to comply with any of the terms or conditions in this Agreement, violations of applicable law, as well as any actions you take (OR fail to take where you have a responsibility to do so), directly or indirectly, that cause harm or damage to us, our Website, systems or technology, or to any other party.

Amendments

We reserve the right to amend this Agreement at any time and from time to time. Amendments will become effective when an updated Agreement is posted on the Website. Your use of our Website on or after the effective date of an amendment, will constitute your agreement with the all the terms and conditions of the Agreement, as amended, including our Privacy Policy and, if applicable, the Investor Agreement. If, for any reason and at any time, you do not or cannot agree to comply and be bound by all of the terms and conditions in our Agreement, then please immediately leave and do not use our Website.

Governing Law

Any claim or action arising out of or relating to our Website will be construed, governed and enforced under the laws of the State of California and the Federal laws of the United States that apply. By using our Website you unconditionally and irrevocably submit to the personal and exclusive jurisdiction of, and agree to resolve all claims or disputes and adjudicate all legal, regulatory or judicial proceedings in, the State or Federal courts in the City and County of San Francisco in the State of California and you waive any right to plead or claim this is an inconvenient or improper forum. YOU ALSO HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE YOUR RIGHT TO A JURY TRIAL.

General

Our Privacy Policy and, if you are a Investor, our Investor Agreement, are incorporated into and form a part of this Agreement as if fully set forth herein. If any provision of this Agreement is held illegal or unenforceable, that provision shall be modified as minimally as necessary to make it legal and enforceable and still preserve the meaning and intent of the original provision; provided that if doing so is not reasonably practicable, the illegal or unenforceable provision will be severed from this Agreement, without affecting the remaining provisions which will continue in full force and effect. Headings are purely for reference and shall not affect the meaning of any term or condition. If we delay or fail to enforce any provision of our Agreement with you, that does not mean we waive our right to do so at any time, nor does it mean we are waiving the right to enforce that or any other provision or exercise any right we may have under this Agreement, at law or in equity, all of which we specifically and cumulatively reserve and have the right to enforce and exercise at any time. Any provision which must survive to allow us to enforce the plain meaning of any terms or conditions shall survive as long as necessary to be effective to allow and enable us to do so. This Agreement is the entire agreement you have with us regarding your use of our Website and the subject matter of this Agreement and supersedes any and all prior or inconsistent promises, understandings, representations or agreements, oral or written.

Contact Us

If you have questions or comments about our Website, these Terms of Use, our Privacy Policy or Investor Agreement, you can send an email to our address at info@calverapartners.com or send your inquiry by regular mail to:

Calvera Partners, LLC
2 Embarcadero Center, 8th Floor
San Francisco, CA 94111