TERMS OF SERVICE

The Sakara Group

Terms of Service

Effective Date: January 20, 2025

These Terms of Service (“Terms of Service”) apply when you access, use or visit The Sakara Group’s website located at [www.sakaragroup.com] (the “Site”), and any services, content or applications made available on the Site (the Site and these services, content and applications collectively constituting, the “Service”). The Service is provided to you by The Sakara Group (referred to in these Terms of Service as “the Company,” “we,” “us” and “our”). We prepared these Terms of Service to help explain the terms that apply to your use of the Service. Please note that websites provided by any affiliates, subsidiaries, or divisions of The Sakara Group may be governed by separate terms and conditions.

BY ACCESSING OR OTHERWISE USING THE SERVICE YOU AGREE TO THESE TERMS OF SERVICE. If at any time you do not accept the terms and conditions set forth in these Terms of Service, you must immediately stop using the Service.

Notice regarding arbitration and dispute resolution: you and the Company AGREE THAT any future DISPUTES BETWEEN YOU AND the Company WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, unless you opt-out in accordance with Section 9.6. Unless you opt-out of arbitration, YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis. IF YOU WISH TO OPT OUT OF ARBITRATION, FOLLOW THE OPT-OUT PROCEDURE SPECIFIED IN SECTION 9.6 BELOW.

  1. No Offer

The information, tools and material presented in the Site are provided to you for informational purposes only and under no circumstances should any material at this Site be used or considered as an offer to sell or solicitation of any offer to buy an interest in any investment or investment fund managed by The Sakara Group. Any such offer or solicitation will only be made by means of the Confidential Private Offering Memorandum relating to the particular investment or fund. Access to information about the funds is limited to non-U.S. investors and to U.S. investors who qualify as “qualified purchasers” within the meaning of the Investment Company Act of 1940, as amended.

  1. Limited License; Intellectual Property Rights

Subject to the terms of these Terms and Policies, you are authorized to use the Site solely for informational purposes. You are not permitted to generate revenue using the Site or to distribute or redistribute any portion of the Site. The Site contains material that is protected by international copyright, trademark, or other intellectual property rights belonging to us or third parties (including, but not limited to, the design, text, code, graphics and interfaces contained on the Site, and the selection and arrangements thereof), and the Site itself is protected as a copyrighted work under the copyright laws of the United States and other international copyright laws. Trademarks including, but not limited to, “THE SAKARA GROUP,” and any accompanying logos (the “Trademarks”) are the exclusive property of The Sakara Group, LLC. and/or its affiliates, and unauthorized use of any such Trademarks, including reproduction, imitation, dilution, or confusing or misleading uses, is prohibited under the trademark laws of the United States. You are expressly prohibited from using any Trademarks, except as may be provided in these Terms and Policies, and nothing otherwise stated or implied on the Site or in these Terms and Policies confers on you any license or right to do so. All other trademarks appearing on the Site are the property of their respective owners. You are prohibited from modifying, copying, reproducing, republishing, transmitting, posting, uploading or distributing any material appearing on the Site. Unauthorized use of the materials appearing on the Site is in violation of copyright, trademark and other applicable laws and could lead to criminal or civil penalties. Without our express written consent, you may not frame the content of the Site or use metatags or any other “hidden text” incorporating our name or our trademarks.

  1. Disclaimer

THE SAKARA GROUP PROVIDES THE SITE ON AN “AS-IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SAKARA GROUP DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND WARRANTIES RELATED TO THE OPERATION OF THE SITE, THE INFORMATION, CONTENT, MATERIALS, SERVICES AND COMPANIES DESCRIBED THEREIN, AND ANY INFORMATION OR APPLICATIONS SUBMITTED THROUGH THE SITE.

  1. Limitation of Liability

THE SAKARA GROUP SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION OR LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATING TO THE USE OF, OR THE INABILITY TO USE, THE CONTENT, MATERIALS AND FUNCTIONS OF THE SITE, ANY WEBSITE, E-MAIL ADDRESS, CONTENT OR SERVICES TO WHICH THE SITE LINKS, OR ANY INFORMATION OR REQUEST DISTRIBUTED TO US BASED ON INFORMATION PROVIDED ON THE SITE, EVEN IN THE EVENT THAT THE SAKARA GROUP IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  1. Links

The Site may contain links to websites, content or services owned and operated by third parties, including the websites of The Sakara Group’s portfolio companies. The Sakara Group provides these links solely as a convenience. None of these Terms of Service, the Privacy Policy or the Submissions Policy covers any third-party websites, content or services. The Sakara Group does not endorse, sponsor, control or otherwise accept responsibility for any such linked websites, content or services. Your access of any third-party linked websites, content or services is at your own risk.

You may link to the home page of the Site as long as the link does not cast The Sakara Group in a false or misleading light or suggest or imply that you own or are the author of content on the Site or that you have any kind of relationship with The Sakara Group.

  1. Compliance with Laws

You agree to comply with all applicable laws, statutes, ordinances, and regulations regarding your use of the Site.

  1. Submissions

7.1 Our Right to Manage the Service. We reserve the right, but do not undertake the obligation to: (A) monitor or review the Service for violations of these Terms of Service and for compliance with our policies; (B) report to law enforcement authorities and/or take legal action against anyone who violates these Terms of Service; (C) refuse, restrict access to or the availability of, or remove, delete, edit or disable (to the extent technologically feasible) any Content or any portion thereof; (D) manage the Service in a manner designed to protect our and third parties’ rights and property or to facilitate the proper functioning of the Service; and/or (E) terminate or block you your use of the Service for violating these Terms of Service.

7.2 Our Right to Terminate Users. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF SERVICE OR ANY REMEDY WE MAY HAVE UNDER LAW OR IN EQUITY, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION, AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICE TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THESE TERMS OF SERVICE, OR OF ANY APPLICABLE LAW OR REGULATION.

  1. Third Party Sites

The Service may contain links to websites operated by third parties (“Third Party Sites”); however, we do not own or operate the Third Party Sites, and we have not reviewed, and cannot review, all of the material, including products or services, made available through Third Party Sites. The availability of these links on the Service does not represent, warrant or imply that we endorse any Third Party Sites or any materials, opinions, products or services available on them. Third party materials accessed through or used by means of the Third Party Sites may also be protected by copyright and other intellectual property laws. THESE TERMS OF SERVICE DO NOT APPLY TO THIRD PARTY SITES. BEFORE VISITING A THIRD PARTY SITE THROUGH LINKS OR OTHER MEANS PROVIDED ON OR THROUGH THE SERVICE, YOU SHOULD REVIEW THE THIRD PARTY SITE’S TERMS AND CONDITIONS AND PRIVACY POLICY, AND INFORM YOURSELF OF THE REGULATIONS, POLICIES AND PRACTICES OF THESE THIRD PARTY SITES.

  1. Legal Disputes and Arbitration Agreement

Please Read This Following Clause Carefully – It May Significantly Affect Your Legal Rights, Including Your Right to File a Lawsuit in Court

9.1 Initial Dispute Resolution. We are available by email at [[email protected]] to address any concerns you may have regarding your use of the Service. Most concerns may be quickly resolved in this manner. Each of you and we agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

9.2 Agreement to Binding Arbitration. If we do not reach an agreed upon solution within a period of thirty (30) days from the time informal dispute resolution is pursued pursuant to Section 9.1 above, then either party may initiate binding arbitration. All claims arising out of or relating to these Terms of Service (including their formation, performance and breach), the parties’ relationship with each other and/or your use of the Service shall be finally settled by binding arbitration administered by JAMS, in accordance with the JAMS Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms of Service, including, but not limited to, any claim that all or any part of these Terms of Service is void or voidable. You or we may elect to appear at the arbitration by phone or, if you and we both agree, to conduct it remotely online via appropriate videoconferencing technology, in lieu of appearing live. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these Terms of Service shall be subject to the Federal Arbitration Act.

The JAMS rules governing the arbitration may be accessed at https://www.jamsadr.com/adr-rules-procedures. If you initiate arbitration, to the extent the filing fee for the arbitration exceeds Two Hundred and Fifty U.S. Dollars ($250.00), we will pay the additional cost. If we are required to pay the additional cost of the filing fees, you should submit a request for payment of fees to JAMS along with your form for initiating the arbitration, and we will make arrangements to pay filing fees in excess of Two Hundred and Fifty U.S. Dollars ($250.00) directly to JAMS. You are responsible for costs incurred by you for legal counsel, travel and other out-of-pocket costs and expenses. You will not be required to pay fees and costs incurred by us if you do not prevail in arbitration. We will also pay JAMS to reimburse you for any portion of the $250 filing fee that is more than what you would otherwise have to pay to file suit in a court of law.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that the right to discovery may be more limited in arbitration than in court.

9.3 Class Action and Class Arbitration Waiver. You and we each further agree that any arbitration shall be conducted in our respective individual capacities only and not as a class action or other representative action, and you and we each expressly waive our respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above in Section 9.2 shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

9.4 Exception – Small Claims Court Claims. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

9.5 Exception – California Private Attorneys General Act (PAGA) Action. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a court of law for a claim arising under California’s Private Attorneys General Act.

9.6 30 Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in Sections 9.2 and 9.3 by sending written notice of your decision to opt-out by emailing us at [[email protected]]. The notice must be sent within thirty (30) days of registering to use the Service, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.

9.7 Exclusive Venue for Litigation. To the extent that the arbitration provisions set forth in Section 9.2 do not apply, of if you want to pursue any legal remedies to which you would otherwise be entitled but that are not available to you pursuant to this Section 9, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in New York County, New York, New York. The parties expressly consent to exclusive jurisdiction in New York, New York for any litigation. In the event of litigation relating to these Terms of Service or the Service, the parties agree to waive, to the maximum extent permitted by law, any right to a jury trial.

9.8 Applicable Law. You agree that federal laws and the laws of the State of New York, without regard to principles of conflict of laws, will govern these Terms of Service and any claim or dispute that has arisen or may arise between you and the Company.

9.9 Term for Cause of Action. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Service or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

9.9 Exceptions. Arbitration may not apply if you are a resident of the European Union or United Kingdom and subject to the Alternative Dispute Resolution  Directive (2013/11/EU) and the Online Dispute Resolution Regulation (EU 524/2013), any implement regulations in each member state of the European Union or any successor to these enacted in the United Kingdom post Brexit, the agreement to arbitrate in these Terms of Service will not apply if not permitted by law.

  1. Warranty Disclaimer; Limitation on Liability

10.1 Disclaimer of Warranties

(A) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE CONTENT, AND ANY OTHER MATERIALS OR ITEMS PROVIDED THROUGH THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND. BY OPERATING THE SERVICE, WE DO NOT REPRESENT OR IMPLY THAT WE ENDORSE ANY OF THE CONTENT, MATERIALS OR ITEMS AVAILABLE ON OR LINKED TO BY THE SERVICE, INCLUDING WITHOUT LIMITATION, CONTENT HOSTED ON THIRD PARTY SITES, OR THAT WE BELIEVE THE CONTENT OR ANY OTHER MATERIALS OR ITEMS TO BE ACCURATE, USEFUL OR NON-HARMFUL. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE. YOU AGREE THAT YOUR USE OF THE SERVICE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND EACH OF OUR AFFILIATES, ADVERTISERS, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF.

(B) TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF THE SERVICE, THE CONTENT, OR ANY OTHER MATERIALS OR ITEMS ON THE SERVICE OR LINKED TO BY THE SERVICE. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES OR INACCURACIES OF THE CONTENT, MATERIAL OR ITEMS (FOR CLARITY, ON OR OFF THE SERVICE) (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED ON OUR SERVICE, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY OF THE CONTENT, MATERIALS OR ITEMS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY OF THE CONTENT, MATERIALS OR ITEMS) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE.

10.2 Limited Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICE, THE CONTENT OR ANY OTHER MATERIALS OR ITEMS ON THE SERVICE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS OF SERVICE, OUR LIABILITY TO YOU IN RESPECT OF ANY LOSS OR DAMAGE SUFFERED BY YOU AND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, WHETHER IN CONTRACT, TORT OR FOR BREACH OF STATUTORY DUTY OR IN ANY OTHER WAY SHALL NOT EXCEED $50.

  1. Indemnity

You agree to defend, indemnify, and hold us and our affiliates, and our and their officers, directors, employees, and agents (the “Indemnified Parties”) harmless from and against any and all claims, damages, losses, liabilities, costs of debt, and expenses (including but not limited to attorney’s fees and costs) arising from or in connection with: (i) your use of and access to the Site, (ii) your violation or alleged violation of any term of these Terms and Policies or (iii) your violation or alleged violation of any third-party right, including without limitation any copyright, property, or privacy right, or claims for negligence or gross negligence. You further agree to provide all requested assistance to the Indemnified Parties in defending or prosecuting any legal action covered under your indemnification obligations herein. Your obligations pursuant to this paragraph shall survive any termination of these Terms and Policies.

  1. Notice to New Jersey Users

Notwithstanding any terms set forth in these Terms of Service, if any of the provisions set forth in Sections 9, 10, or 11 are held unenforceable, void or inapplicable under New Jersey law, then any applicable provision shall not apply to you but the rest of these Terms of Service shall remain binding on you and the Company. In addition, for New Jersey residents, the limitation on liability is inapplicable where attorneys’ fees, court costs, or other damages are mandated by statute. Notwithstanding any provision in these Terms of Service, nothing in these Terms of Service is intended to, nor shall it be deemed or construed to, limit any rights available to you under the Truth-in-Consumer Contract, Warranty and Notice Act.

  1. Notice to California Users

Under California Civil Code Section 1789.3, users located in California are entitled to the following consumer rights notice: If a user has a question or complaint regarding the Service, please send an email to [[email protected]]. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at +1 (916) 445-1254 or +1 (800) 952-5210.

  1. Independent Contractors

Nothing in these Terms of Service shall be deemed to create an agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship of any kind between us and any user.

  1. Non-Waiver

Our failure to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of the applicable right or provision.

  1. Severability

These Terms of Service operate to the fullest extent permissible by law. If any provision or part of a provision of these Terms of Service is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.

  1. Assignment

We may assign our rights under these Terms of Service without your approval and with or without notice to you.

  1. No Modifications by Our Employees

If any of our employees offers to modify the terms of these Terms of Service, he or she is not acting as an agent for us or speaking on our behalf. You may not rely, and should not act in reliance on, any statement or communication from our employees or anyone else purporting to act on our behalf.

  1. Security

You agree not to take any steps that are intended to or could damage, inhibit or prevent operation of the Site or that could cause injury to yourself, to us, or to anyone else. You also agree not to take any action that imposes an unreasonable or disproportionately large load on our infrastructure. In addition, you agree that you will not use any robot, spider or other automatic device or manual process to monitor or copy the Site or the content contained therein without our prior express consent (except to facilitate the creation of public search engines that catalog publicly accessible portions of the Site). You agree not to send messages through, or collect information from, our servers or networks except when we expressly authorize you to do so.

  1. Notice of Potential Infringement

You may not use the Site for any purpose or in any manner that infringes the rights of any third party.

If you believe that content on the Site infringes your copyright, please notify The Sakara Group’s designated copyright agent at:

The Sakara Group, LLC.

250 Park Avenue, 7th Floor

New York, NY 10177

E-mail: [email protected]

Your notice must include:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • identification of the copyrighted work(s) claimed to have been infringed;
  • identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material;
  • information reasonably sufficient to permit us to contact the complaining party;
  • a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Upon receipt of a notice of claimed infringement that satisfies these requirements (or any statement in conformance with 17 U.S.C. § 512(c)(3)), we will act expeditiously to remove or disable access to any content that is claimed to be infringing upon the copyright of any person under the laws of the United States, and will terminate the access privileges of those who repeatedly infringe on the copyrights of others.

  1. Contact Information

If you have any questions about these Terms of Service, please contact us at [email protected].