Terms of Service

1.Agreement to Terms

These Terms of Service (the "Terms") form a binding agreement between you and KLØUT Ventures LLC, a Texas limited liability company ("KLØUT Ventures," "we," "us," or "our"), governing your access to and use of our website at www.kloutventures.com, our client portal, our consultation and scheduling functions, and our managed services.

By accessing or using the Site, creating an account, booking a consultation, or engaging us for Services, you accept these Terms. If you do not agree, do not access or use the Site, the Portal, or the Services.

If you are accepting these Terms on behalf of a company, fund, or other entity, you represent that you have authority to bind that entity, and "you" refers to that entity and to you individually.

Our Privacy Policy is incorporated into these Terms by reference.

2.Definitions

• "Client" means a person or entity that has executed an Engagement Agreement with us.
• "Client Data" means all data, documents, records, and information you or your Authorized Users submit to, upload to, or generate within the Portal or otherwise provide to us in connection with the Services.
• "Authorized User" means an individual you designate and permit to access the Portal on your behalf.
• "Engagement Agreement" means an executed engagement letter, statement of work, master services agreement, or order form between you and KLØUT Ventures describing specific Services.
• "Portal" means the secure, account-based environment we make available for document exchange, records management, and Service delivery.
• "Services" means the managed services we provide, which may include cap table management and administration, coordination and support of 409A valuations, fund administration support, intellectual property administration, and investor relations support.
• "Site" means www.kloutventures.com and any successor, subdomain, or related web property we operate.
• "Deliverables" means reports, ledgers, schedules, summaries, templates, and other work product we prepare and deliver to you under an Engagement Agreement.

3.Eligibility and Authority

• You must be at least eighteen (18) years of age and capable of forming a binding contract.
• The Site, Portal, and Services are intended solely for business and professional use. They are not directed to consumers for personal, family, or household purposes.
• You may not use the Site, Portal, or Services if you are barred from doing so under the laws of the United States, Texas, or any other applicable jurisdiction, or if you are listed on any U.S. government restricted-party list.
• Where you act on behalf of an entity, you represent and warrant that you are duly authorized to do so and that the entity is validly existing and in good standing.

4.Description of Services

KLØUT Ventures is an independent managed-services firm serving founders, startups, and investment funds. Depending on the Engagement Agreement, our Services may include:

• Cap table management — maintaining and reconciling capitalization records, recording issuances, transfers, cancellations, and option activity, and preparing capitalization summaries and scenario schedules based on information you provide.
• 409A valuation support — assembling and organizing inputs, coordinating with an independent valuation provider, and administering the resulting report within your records.
• Fund administration support — assisting with capital call and distribution administration, limited partner recordkeeping, and periodic reporting support.
• Intellectual property administration — docketing, deadline tracking, portfolio recordkeeping, and coordination with your IP counsel.
• Investor relations support — preparing and distributing investor updates and maintaining investor communications records.

We reserve the right to modify, suspend, or discontinue any portion of the Site or Portal at any time. We will not materially reduce Services contracted under an active Engagement Agreement without complying with that agreement's terms.

5.Engagement Agreements

Nothing on the Site, in a consultation, in a proposal, or in any communication creates an engagement or obligates us to provide Services. An engagement begins only upon execution of a written Engagement Agreement by both parties.

In the event of a conflict between these Terms and an executed Engagement Agreement, the Engagement Agreement controls with respect to the subject matter it addresses. These Terms govern all other matters, including your use of the Site and the Portal.

Exception. Section 19 (Dispute Resolution; Arbitration; Class Waiver) and Section 20 (Governing Law and Venue) govern all disputes between the parties, including disputes arising under any Engagement Agreement, unless that Engagement Agreement expressly supersedes Section 19 or Section 20 by specific reference to it. A general or boilerplate dispute-resolution clause in an Engagement Agreement does not displace Section 19 or Section 20.

We may decline to accept any prospective client or engagement in our sole discretion, including where a conflict of interest, capacity constraint, or compliance concern exists.

6.Accounts and the Client Portal

6.1 Account Creation

Access to the Portal requires an account. You agree to provide accurate, current, and complete information and to keep it updated. We may refuse, suspend, or revoke any account at our discretion.

6.2 Credentials and Security

You are responsible for maintaining the confidentiality of all credentials and for all activity occurring under your account and those of your Authorized Users. You agree to:

• Use strong, unique credentials and enable multi-factor authentication where offered;
• Not share credentials or permit any third party to use your account;
• Promptly notify info@kloutventures.com of any suspected unauthorized access or security incident; and
• Promptly notify us to deprovision any Authorized User who departs your organization or changes roles.

We are not liable for any loss arising from unauthorized use of your account where that use results from your failure to safeguard credentials or to promptly deprovision an Authorized User.

6.3 Authorized Users

You are responsible for the acts and omissions of your Authorized Users as if they were your own, and you will ensure each Authorized User complies with these Terms. You represent that you have obtained all consents and provided all notices necessary for us to process personal information relating to your personnel, stockholders, and limited partners.

6.4 Instructions

We are entitled to rely on instructions we reasonably believe to have originated from you or an Authorized User. We are not obligated to independently verify the authority of any person presenting valid credentials, though we may decline to act on any instruction we consider ambiguous, incomplete, unlawful, or unauthorized.

6.5 Availability

We aim to make the Portal available on a continuous basis, but do not warrant uninterrupted availability. The Portal may be unavailable for scheduled maintenance, emergency maintenance, or circumstances beyond our control. Unless a specific service level is stated in an Engagement Agreement, no availability commitment applies.

7.No Professional Advice; No Fiduciary Relationship

All information on the Site and all Deliverables are provided for administrative and informational purposes only. You should obtain advice from qualified legal, tax, accounting, and financial professionals before taking any action relating to your capitalization, equity issuances, valuations, fund operations, or intellectual property.

Our relationship with you is that of an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship. We do not owe you fiduciary duties, and any duties we owe are limited to those expressly set forth in these Terms and any applicable Engagement Agreement.

You remain solely responsible for compliance with all laws applicable to your business, including securities laws, tax laws, and corporate governance requirements, and for the accuracy of any filing, report, or record you make or authorize.

8.Consultations and Scheduling

The Site may allow you to book a consultation. By booking, you agree that:

• A consultation is an introductory discussion. It does not create an engagement and does not constitute professional advice of any kind.
• Information you share during a consultation is treated as confidential under Section 21, but a consultation does not create an attorney-client, accountant-client, or fiduciary relationship, and no privilege attaches.
• You should not share highly sensitive or proprietary information before an appropriate confidentiality agreement is in place.
• We may record a consultation only with the consent of all participants. If you object to recording, notify us before the call begins.
• We may use a third-party scheduling or conferencing provider, whose terms and privacy policy govern its own processing. See Section 14.
• We ask that you provide reasonable notice of cancellation or rescheduling. We may decline to rebook after repeated no-shows.

9.Your Obligations and Representations

You represent, warrant, and covenant that:

• Accuracy. All Client Data you provide is accurate, complete, and current in all material respects, and you will promptly correct any inaccuracy you discover. Our Services and Deliverables are only as accurate as the information you supply.
• Rights and consents. You have all rights, licenses, consents, and authorizations necessary to provide Client Data to us and to permit us to process it as contemplated by these Terms and any Engagement Agreement, including any consent required from individuals whose personal information is contained in Client Data.
• Authority. Each instruction you give us is duly authorized under your governing documents and applicable law.
• Underlying documentation. You maintain, and will provide upon request, the executed corporate and securities documentation supporting the entries we record.
• Independent review. You will review all Deliverables promptly and notify us of any error or discrepancy within thirty (30) days of delivery. Deliverables not disputed within that period are deemed accepted.
• No reliance for restricted purposes. You will not represent to any third party that a Deliverable constitutes an audit, a legal opinion, a valuation opinion, or investment advice.
• Cooperation. You will provide timely access to information, systems, and personnel reasonably necessary for us to perform.

We are not responsible for any error, omission, penalty, tax consequence, regulatory consequence, or loss arising from inaccurate, incomplete, or untimely information or instructions you provide.

10.Acceptable Use

You may not, and may not permit any Authorized User or third party to:

• Use the Site, Portal, or Services for any unlawful, fraudulent, or deceptive purpose, or in violation of any securities, tax, sanctions, or anti-money-laundering law;
• Access or attempt to access any account, data, or system you are not authorized to access, or circumvent any authentication, rate limit, or security control;
• Probe, scan, penetration-test, or otherwise test the vulnerability of our systems without our prior written authorization;
• Upload or transmit malware, ransomware, or any code designed to disrupt, damage, or gain unauthorized access;
• Scrape, crawl, harvest, or use automated means to extract data from the Site or Portal, or use the Site or Portal to train any artificial intelligence or machine learning model;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying structure of the Portal;
• Resell, sublicense, time-share, or provide the Portal or Services to any third party as a service bureau;
• Interfere with or impose an unreasonable load on our infrastructure;
• Impersonate any person or misrepresent your affiliation with any person or entity;
• Upload Client Data you lack the right to provide, or that infringes the intellectual property or privacy rights of any third party; or
• Use the Site, Portal, or Services to benchmark against, or to develop a competing product or service.

We may investigate any suspected violation and may suspend access immediately, without notice, where we reasonably believe continued access presents a security, legal, or compliance risk.

11.Client Data and Ownership

You own your Client Data. As between you and KLØUT Ventures, you retain all right, title, and interest in and to Client Data. We claim no ownership interest in it.

You grant us a limited, non-exclusive, non-transferable, revocable license to host, store, process, transmit, display, and modify Client Data solely to the extent necessary to (i) provide the Services and operate the Portal, (ii) provide support, (iii) secure our systems, and (iv) comply with law. This license terminates when the Client Data is returned or deleted under Section 18.

We may generate and use de-identified and aggregated data derived from platform usage — data that does not identify you, your company, or any individual, and from which identification cannot reasonably be derived — for service improvement and internal analysis. We will not attempt to re-identify such data or permit any third party to do so.

Backups. You remain responsible for maintaining your own copies of Client Data and underlying corporate records. While we maintain routine backups as part of our operations, we do not warrant that any backup will be available, complete, or recoverable, and backups are not a substitute for your own recordkeeping.

Our handling of personal information within Client Data is further described in our Privacy Policy.

12.Intellectual Property

12.1 Our Property

The Site, the Portal, and all software, templates, methodologies, workflows, checklists, documentation, designs, text, graphics, and other content we provide (excluding Client Data and Deliverables), together with all intellectual property rights therein, are and remain the exclusive property of KLØUT Ventures and its licensors. The KLØUT Ventures name, the KLØUT mark, and our logos are our trademarks. Nothing in these Terms transfers any right in them to you.

12.2 Limited License to You

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Site and Portal, and to use Deliverables, for your internal business purposes and for distribution in the ordinary course of your business to your investors, stockholders, optionholders, limited partners, auditors, counsel, and other professional advisors. You may not remove any proprietary notice from any Deliverable, may not resell or commercially exploit a Deliverable, and may not distribute a Deliverable to any third party in a manner that represents it to be an audit, a legal opinion, a valuation opinion, or investment advice.

12.3 Feedback

If you provide suggestions, feedback, or ideas about the Site, Portal, or Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and exploit them without restriction or compensation. Feedback is not your Confidential Information.

12.4 Copyright Complaints

If you believe content on the Site infringes your copyright, send a notice under the Digital Millennium Copyright Act to info@kloutventures.com including: identification of the work, identification of the material and its location, your contact information, a statement of good-faith belief that the use is unauthorized, a statement under penalty of perjury that your notice is accurate and you are authorized to act, and your signature.

13.Fees, Invoicing, and Payment

• Fees, rates, and billing terms are set forth in the applicable Engagement Agreement. Where none is specified, fees are due within thirty (30) days of the invoice date.
• All fees are stated and payable in U.S. dollars and are non-refundable except as expressly provided in an Engagement Agreement.
• Fees are exclusive of taxes. You are responsible for all sales, use, VAT, and similar taxes, excluding taxes on our net income.
• You are responsible for all third-party costs incurred on your behalf and approved by you, including independent valuation provider fees, platform subscription fees, and government filing fees.
• Undisputed amounts not paid when due accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Texas law, and you are responsible for reasonable costs of collection, including attorneys' fees.
• We may suspend Services and Portal access for accounts more than thirty (30) days past due, after providing written notice and a reasonable opportunity to cure. Suspension does not relieve you of payment obligations.
• Fee disputes must be raised in writing within thirty (30) days of the invoice date, and undisputed amounts remain payable.

14.Third-Party Platforms

The Services may involve third-party platforms, including equity and fund administration systems such as Carta, scheduling and conferencing tools, payment processors, and independent valuation providers (each a "Third-Party Platform").

• Your use of any Third-Party Platform is governed by that provider's own terms and privacy policy, to which you are separately bound.
• Where you grant us access to a Third-Party Platform on your behalf, you represent that you are authorized to do so and that such access does not violate that platform's terms.
• We do not control and are not responsible for any Third-Party Platform, including its availability, accuracy, security, pricing, or discontinuation, or for any act or omission of an independent valuation provider or other third-party professional.
• References to third-party certifications, platforms, or marks are for identification only and do not imply endorsement, sponsorship, partnership, or affiliation with KLØUT Ventures.

15.Disclaimer of Warranties

THE SITE, THE PORTAL, THE SERVICES, AND ALL DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KLØUT VENTURES DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WE DO NOT WARRANT THAT THE SITE OR PORTAL WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT ANY DELIVERABLE WILL ACHIEVE A PARTICULAR RESULT, BE ACCEPTED BY ANY TAXING AUTHORITY, REGULATOR, AUDITOR, INVESTOR, OR COUNTERPARTY; OR THAT ANY VALUATION WILL QUALIFY FOR ANY SAFE HARBOR.

Some jurisdictions do not allow the exclusion of certain warranties. To the extent an exclusion is not permitted, it applies to the fullest extent permitted by applicable law.

16.Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER KLØUT VENTURES NOR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, INVESTMENT, VALUATION, ENTERPRISE VALUE, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, THE PORTAL, OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, THE PORTAL, OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO KLØUT VENTURES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS (US$1,000).

Time limitation. Any claim arising out of or relating to these Terms, the Site, the Portal, or the Services must be brought within two (2) years after the claim accrues, or it is permanently barred. Two years is the shortest contractual limitations period enforceable under Texas law (Tex. Civ. Prac. & Rem. Code § 16.070). Where a longer period is required by non-waivable law, that period applies.

These limitations apply to the fullest extent permitted by law, are an essential basis of the bargain between us, and apply even if a limited remedy fails of its essential purpose. Nothing in this Section limits liability that cannot be limited under applicable law, including liability for fraud, willful misconduct, or gross negligence.

Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent a limitation is not permitted, it applies to the fullest extent permitted by applicable law.

17.Indemnification

THIS SECTION REQUIRES YOU TO INDEMNIFY KLØUT VENTURES, INCLUDING FOR CLAIMS ARISING FROM THE NEGLIGENCE OF KLØUT VENTURES OR ITS PERSONNEL. PLEASE READ IT CAREFULLY.

YOU WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS KLØUT VENTURES AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS FROM AND AGAINST ANY CLAIM, DEMAND, ACTION, PROCEEDING, LOSS, LIABILITY, DAMAGE, PENALTY, COST, OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATING TO THE MATTERS LISTED BELOW, INCLUDING WHERE SUCH CLAIM ARISES IN WHOLE OR IN PART FROM THE NEGLIGENCE OF KLØUT VENTURES OR ITS PERSONNEL. THIS INDEMNITY DOES NOT EXTEND TO CLAIMS ARISING FROM THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD OF KLØUT VENTURES.

The matters covered by the indemnity above are:

• Your or any Authorized User's breach of these Terms or any Engagement Agreement;
• Client Data, including any claim that it is inaccurate or that our authorized processing of it infringes or misappropriates a third party's rights or violates applicable law;
• Your failure to obtain any consent or provide any notice required for us to process personal information contained in Client Data;
• Any instruction you or an Authorized User gives us, or any corporate, securities, tax, or governance action you take or fail to take;
• Any claim by a stockholder, optionholder, limited partner, investor, employee, or other third party relating to records we maintained based on information you supplied; or
• Your violation of any law or of the rights of any third party.

We will notify you of any claim subject to indemnification, allow you to control the defense with counsel reasonably acceptable to us, and cooperate at your expense. You may not settle any claim in a way that imposes liability or an admission on us without our prior written consent.

18.Term, Suspension, and Termination

These Terms apply from your first access to the Site, Portal, or Services and continue until terminated.

18.1 Termination by You

You may stop using the Site and Portal at any time and may request account closure by contacting us. Termination of an Engagement Agreement is governed by that agreement.

18.2 Termination or Suspension by Us

We may suspend or terminate your access to the Site or Portal, in whole or in part, with or without notice, if: (i) you materially breach these Terms or an Engagement Agreement; (ii) your account is more than thirty (30) days past due; (iii) we reasonably believe continued access presents a security, legal, regulatory, or compliance risk; or (iv) required by law. Where practicable and where doing so does not increase risk, we will provide notice and an opportunity to cure.

18.3 Effect of Termination

Upon termination, your right to access the Site and Portal ceases immediately. Amounts accrued prior to termination remain due. Upon your written request made within sixty (60) days of termination, we will make Client Data available for export or will deliver it in a commercially reasonable format. After that period, and subject to our legal retention obligations, we may delete Client Data in accordance with our Privacy Policy.

18.4 Survival

Sections 2, 7, 9, 11, 12, 13 (as to accrued amounts), 14, 15, 16, 17, 18.3, 18.4, 19, 20, 21, 22, 24, and 26 survive termination.

19.Dispute Resolution; Arbitration; Class Waiver

19.1 Informal Resolution First

Before initiating arbitration, the party raising a dispute will send written notice to the other describing the dispute and the relief sought — to us at info@kloutventures.com, and to you at the address on file. The parties will attempt in good faith to resolve the dispute for sixty (60) days. This informal process is a condition precedent to arbitration, and the applicable limitations period is tolled during it.

19.2 Agreement to Arbitrate

Except as provided in Section 19.5, any dispute, claim, or controversy arising out of or relating to these Terms, any Engagement Agreement, the Site, the Portal, or the Services — including their formation, interpretation, breach, termination, validity, or enforceability — will be resolved exclusively by final and binding arbitration, and not in court.

Arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules in effect at the time of filing, as modified by this Section. The AAA's rules are available at adr.org. If the AAA is unavailable or declines to administer, the parties will agree on a substitute administrator or, failing agreement, a court of competent jurisdiction will appoint one.

19.3 Arbitration Procedure

• Governing arbitration law: The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Section.
• Arbitrator: One neutral arbitrator, selected under AAA rules, with experience in commercial or corporate services disputes.
• Seat and venue: Travis County, Texas. Hearings may be conducted by videoconference or telephone by agreement or at the arbitrator's direction, and claims under US$25,000 may be resolved on documents alone.
• Language: English.
• Authority: The arbitrator has exclusive authority to resolve all threshold questions, including arbitrability, scope, and enforceability, except as stated in Section 19.4.
• Remedies: The arbitrator may award any relief available in court to the individual party, subject to the limitations in Section 16, but may not award relief on a class or representative basis or to any person who is not a party.
• Award: The award is final and binding, will be in writing with a reasoned basis, and may be entered as a judgment in any court of competent jurisdiction.
• Fees: Each party bears its own attorneys' fees and costs unless the arbitrator determines a claim or defense was frivolous or brought for an improper purpose, or unless applicable law provides otherwise. Filing and administrative fees are allocated under AAA rules.
• Confidentiality: The arbitration, all submissions, and the award are confidential, except as necessary to enforce the award or as required by law.

19.4 Class Action and Jury Trial Waiver

YOU AND KLØUT VENTURES EACH WAIVE ANY RIGHT TO A TRIAL BY JURY AND AGREE THAT ALL CLAIMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING.

The arbitrator may not consolidate the claims of more than one party or preside over any form of representative proceeding. The enforceability of this Section 19.4 is for a court, not the arbitrator, to decide. If this Section 19.4 is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and brought in the courts identified in Section 20, and the remainder will proceed in arbitration.

19.5 Exceptions to Arbitration

Either party may: (i) bring an individual claim in small claims court if it qualifies and remains there; and (ii) seek temporary or preliminary injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of intellectual property, breach of confidentiality, or unauthorized access to systems or data. Seeking such relief is not a waiver of the right to arbitrate.

19.6 Opt-Out

You may opt out of this arbitration agreement by sending written notice to info@kloutventures.com with the subject line "Arbitration Opt-Out," including your name, the entity you represent (if any), and a clear statement that you opt out.

The opt-out window is thirty (30) days from the earliest of: (i) the date you create a Portal account; (ii) the date you execute your first Engagement Agreement; or (iii) the date you first book a consultation. If you have done none of these, the window has not begun and remains open.

If we materially amend this Section 19, you will receive a new thirty (30) day opt-out window running from the date the amendment takes effect, and we will say so in the notice of change required by Section 25.

Opting out does not affect any other provision of these Terms and will not adversely affect your relationship with us or our willingness to provide Services.

19.7 Survival and Severability

This Section 19 survives termination of these Terms and of any Engagement Agreement. If any portion of this Section other than Section 19.4 is found unenforceable, that portion will be severed and the remainder enforced.

20.Governing Law and Venue

These Terms and any dispute arising out of or relating to them, the Site, the Portal, or the Services are governed by the laws of the State of Texas, without regard to its conflict of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods.

Subject to Section 19, you and KLØUT Ventures irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas, for any action not subject to arbitration, and each party waives any objection based on inconvenient forum or lack of personal jurisdiction.

If you access the Site, Portal, or Services from outside the United States, you do so on your own initiative and are responsible for compliance with local law. We make no representation that the Site, Portal, or Services are appropriate or available in any particular jurisdiction.

21.Confidentiality and Privacy

Each party may receive non-public information of the other that is designated confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Client Data is your Confidential Information. The Portal, our methodologies, templates, and non-public pricing are our Confidential Information.

The receiving party will: (i) use Confidential Information solely to perform under these Terms; (ii) protect it with at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care; and (iii) not disclose it except to personnel, professional advisors, and contractors with a need to know who are bound by confidentiality obligations no less protective than these.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

If compelled by law to disclose Confidential Information, the receiving party will — unless legally prohibited — give prompt notice and reasonable cooperation so the disclosing party may seek a protective order, and will disclose only the portion legally required.

These obligations survive for five (5) years after termination, and indefinitely with respect to trade secrets and to personal information for so long as it is retained.

Our collection and use of personal information is described in our Privacy Policy, which forms part of these Terms.

22.Export, Sanctions, and Anti-Corruption

You represent and warrant that you, your entity, and your beneficial owners: (i) are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions; (ii) are not listed on the U.S. Treasury Department's Specially Designated Nationals and Blocked Persons List, the U.S. Commerce Department's Denied Persons or Entity List, or any comparable restricted-party list; and (iii) will not use the Site, Portal, or Services in violation of U.S. export control or sanctions laws.

Each party will comply with the U.S. Foreign Corrupt Practices Act and all other applicable anti-bribery and anti-corruption laws. We may suspend or terminate access immediately if we reasonably believe a violation of this Section has occurred or is likely.

23.Force Majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labor dispute, governmental action, utility or telecommunications failure, cyberattack, or failure of a third-party service provider. The affected party will use reasonable efforts to mitigate and resume performance promptly.

24.Notices and Electronic Communications

You consent to receive communications from us electronically, and agree that electronic communications, agreements, and notices satisfy any legal requirement that they be in writing. You may withdraw this consent by contacting us, though doing so may prevent us from providing the Services.

Notices to you are effective when sent to the email address associated with your account or posted on the Site. Notices to us must be sent to info@kloutventures.com and, for formal legal notices, also by mail to the address in Section 27. It is your responsibility to keep your contact information current.

25.Changes to These Terms

We may revise these Terms from time to time. The "Last Updated" date reflects the most recent revision. For material changes, we will provide at least thirty (30) days' advance notice by posting on the Site and, where we hold your contact information, by email.

Your continued use of the Site, Portal, or Services after the effective date of a revision constitutes acceptance. If you do not agree to a revision, you must stop using the Site, Portal, and Services before it takes effect. Changes to Section 19 will not apply to any dispute of which we had actual notice before the change.

26.General Provisions

27.Contact