Terms and Conditions

Last updated: July 16, 2026

These Terms and Conditions constitute a legally binding agreement between you and Nightfox Holdings LLC (“Nightfox Holdings,” “Nightfox,” “we,” “us,” or “our”) concerning your access to and use of nightfoxholdings.com, including its pages, content, functionality, and related digital services collectively referred to as the “Site.”

Please read these Terms and Conditions carefully before using the Site.

By accessing or using the Site, you acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions and our Privacy Policy. If you do not agree, you must not access or use the Site.

1. About Nightfox Holdings

Nightfox Holdings is a privately held holding company overseeing a portfolio of operating companies, investments, real estate interests, and strategic ventures.

The Site is provided primarily for general corporate, informational, and institutional purposes. It presents information concerning Nightfox Holdings and certain entities, businesses, assets, interests, and activities associated with its portfolio.

Unless expressly stated otherwise, the Site is not intended to provide products or services directly to consumers or to create a commercial, advisory, fiduciary, professional, contractual, or investment relationship.

2. Eligibility and Authority

You may use the Site only if:

• You are legally capable of entering into a binding agreement;
• Your use of the Site is lawful in the jurisdiction from which you access it; and
• You comply with these Terms and Conditions.

If you use the Site on behalf of a company, organization, or other legal entity, you represent that you have the authority to bind that entity to these Terms and Conditions. In that case, “you” includes both you individually and the entity you represent.

The Site is intended for a general business audience and is not directed to children.

3. Informational Purposes Only

The information provided through the Site is for general informational purposes only.

Although Nightfox Holdings seeks to present information that it considers accurate and appropriate when published, information on the Site may:

• Be incomplete;
• Become outdated;
• Contain errors or omissions;
• Be summarized or presented selectively;
• Change without notice; or
• Differ from information contained in definitive agreements, regulatory filings, offering documents, financial records, or other authoritative materials.

Nightfox Holdings does not represent or warrant that Site content is complete, accurate, current, reliable, suitable, or available for any particular purpose.

You should not make a business, investment, financial, legal, tax, accounting, employment, real estate, or other material decision solely on the basis of information presented on the Site.

4. No Offer or Solicitation

Nothing on the Site constitutes or is intended to constitute:

• An offer to sell;
• An invitation to purchase;
• A solicitation of an offer to buy;
• A recommendation concerning;
• A commitment to issue;
• An advertisement for; or
• An offer to provide financing relating to

any security, financial instrument, investment product, ownership interest, loan, bond, note, fund interest, partnership interest, membership interest, or other investment opportunity.

No securities or other investment interests will be offered or sold except through definitive documentation and in compliance with applicable securities laws.

Any offer, if made, will be made only through authorized offering materials provided to eligible recipients in accordance with applicable law. Such materials may contain information materially different from information presented on the Site.

Access to the Site does not establish your eligibility to participate in any investment, financing, securities offering, transaction, or opportunity.

Nothing on the Site should be interpreted as an indication that Nightfox Holdings or any portfolio entity:

• Is presently conducting an offering;
• Intends to conduct an offering;
• Has accepted or will accept investments;
• Is soliciting indications of interest;
• Has made an investment opportunity available to the public; or
• Will enter into a transaction with any particular person.

Any inquiry submitted through the Site is nonbinding and does not constitute an application, subscription, commitment, offer, acceptance, reservation, or agreement.

5. No Investment Advice

Nothing on the Site constitutes investment advice or a recommendation to acquire, hold, sell, dispose of, or otherwise transact in any security, financial instrument, asset, company, or investment.

Nightfox Holdings does not provide investment advice to Site visitors and does not assume responsibility for any investment decision made on the basis of Site content.

You should consult your own qualified financial, investment, legal, tax, and accounting advisers before making any investment or financial decision.

References to companies, markets, assets, industries, transactions, ratings, securities, financing arrangements, or investment strategies are provided solely for general informational purposes.

6. No Professional Advice

Site content does not constitute:

• Legal advice;
• Tax advice;
• Accounting advice;
• Financial advice;
• Investment advice;
• Engineering advice;
• Technical advice;
• Real estate advice;
• Regulatory advice; or
• Any other form of professional advice.

Your use of the Site does not create an attorney-client, accountant-client, adviser-client, consultant-client, engineer-client, fiduciary, or other professional relationship with Nightfox Holdings or any affiliated person or entity.

Professional services, where offered by a portfolio company, are governed exclusively by the separate engagement documents, agreements, terms, and policies of that company.

7. No Fiduciary Relationship

Neither your access to the Site nor any communication initiated through it creates a fiduciary, agency, partnership, joint-venture, advisory, confidential, or special relationship between you and Nightfox Holdings.

Nightfox Holdings has no duty to act in your interests, provide continuing information, update information, consider a submitted opportunity, or protect information submitted without an express written agreement providing otherwise.

8. Forward-Looking Statements

The Site may contain statements concerning anticipated plans, objectives, strategies, developments, transactions, operations, financing activities, listings, investments, markets, opportunities, performance, growth, or future events.

These statements may constitute forward-looking statements and may be identified by words such as:

• Anticipate;
• Believe;
• Consider;
• Continue;
• Could;
• Estimate;
• Expect;
• Forecast;
• Intend;
• May;
• Plan;
• Potential;
• Project;
• Seek;
• Should;
• Target;
• Will; or
• Similar expressions.

Forward-looking statements reflect expectations or views as of the time they are expressed. They are inherently uncertain and may be affected by numerous risks, assumptions, events, and circumstances, many of which are outside the control of Nightfox Holdings.

Actual events, outcomes, transactions, performance, and results may differ materially from those expressed, suggested, anticipated, or implied.

Nightfox Holdings assumes no obligation to revise or publicly update any forward-looking statement, except where required by applicable law.

9. Historical and Illustrative Information

Historical information does not guarantee future performance or results.

Any projections, estimates, financial models, examples, scenarios, targets, forecasts, valuations, illustrations, or anticipated outcomes presented through the Site are inherently uncertain and may be based on assumptions that do not occur.

Any such information is presented for general informational purposes and should not be relied upon as a promise, guarantee, representation, or prediction.

10. Ratings, Recognitions, and Third-Party Assessments

The Site may refer to ratings, assessments, certifications, recognitions, awards, rankings, reviews, or opinions issued by independent third parties.

Any such reference:

• Reflects the methodology and opinion of the issuing organization;
• May be limited in scope;
• May be revised, suspended, withdrawn, or superseded;
• Does not constitute an endorsement by Nightfox Holdings;
• Does not guarantee performance or results; and
• Should not be interpreted as a recommendation to enter into any investment or transaction.

Nightfox Holdings does not control the methodology, continued availability, or future treatment of a third-party assessment.

11. Portfolio Companies and Other Interests

References to a “portfolio,” “holding,” “subsidiary,” “affiliate,” “company,” “venture,” “interest,” “investment,” or similar term may describe different types and degrees of ownership, control, participation, affiliation, investment, contractual relationship, or strategic involvement.

The inclusion of an entity, asset, project, or venture on the Site does not necessarily mean that Nightfox Holdings:

• Owns all or a majority of that entity;
• Controls its daily operations;
• Guarantees its obligations;
• Is responsible for its conduct;
• Provides its products or services;
• Has consolidated its financial results;
• Has committed additional capital to it; or
• Will retain its interest indefinitely.

Portfolio composition and the nature of Nightfox Holdings’ interests may change without notice.

Each portfolio company may be a distinct legal entity responsible for its own operations, obligations, employees, products, services, contracts, statements, regulatory compliance, and liabilities.

No portfolio company or affiliated entity is authorized to bind Nightfox Holdings unless expressly authorized in writing.

Nightfox Holdings is not responsible for the obligations of a separately organized entity solely because that entity is identified on the Site.

12. No Guarantee or Endorsement

The identification of a portfolio company, vendor, adviser, lender, customer, counterparty, service provider, government entity, institution, exchange, rating provider, technology provider, or other organization does not necessarily imply:

• A current relationship;
• An endorsement;
• Sponsorship;
• Approval;
• Partnership;
• Exclusivity;
• Continuing engagement; or
• Responsibility for the acts or omissions of the identified party.

Past relationships may no longer be active. Descriptions may refer to work, activities, or relationships occurring at an earlier time.

Trademarks and names belonging to third parties are used solely for identification unless otherwise stated.

13. Intellectual Property

The Site and its contents are owned by, licensed to, or used with permission by Nightfox Holdings and are protected by applicable copyright, trademark, trade-dress, database, unfair-competition, and other intellectual-property laws.

Protected content may include:

• Text;
• Written descriptions;
• Photographs;
• Images;
• Graphics;
• Illustrations;
• Videos;
• Audio;
• Logos;
• Trademarks;
• Service marks;
• Trade names;
• Page designs;
• Layouts;
• User interfaces;
• Software;
• Code;
• Databases;
• Documents;
• Downloads; and
• The selection, arrangement, and presentation of Site materials.

Original writings, photographs, artwork, and other authorship appearing on a website may receive copyright protection.

All rights not expressly granted are reserved.

14. Limited Permission to Use the Site

Subject to these Terms and Conditions, Nightfox Holdings grants you a limited, revocable, nonexclusive, nontransferable, and nonsublicensable permission to access and view the Site for lawful personal, informational, or internal business purposes.

This permission does not transfer ownership of any Site content or intellectual-property right.

You may print or retain a reasonable number of Site pages solely for your lawful personal or internal business reference, provided that you:

• Do not alter the materials;
• Preserve copyright and proprietary notices;
• Do not use the materials commercially;
• Do not imply endorsement or affiliation; and
• Otherwise comply with these Terms and Conditions.

Nightfox Holdings may revoke this permission at any time.

15. Prohibited Uses

You may not, directly or indirectly:

• Copy, reproduce, republish, upload, post, transmit, distribute, sell, license, or commercially exploit Site content without permission;
• Modify, translate, adapt, reverse engineer, decompile, or disassemble any portion of the Site;
• Create derivative works from Site content;
• Remove or obscure copyright, trademark, attribution, or proprietary notices;
• Use Site content to imply an affiliation, endorsement, investment opportunity, or relationship that does not exist;
• Use the Site for any unlawful, fraudulent, misleading, defamatory, abusive, threatening, or harmful purpose;
• Attempt to gain unauthorized access to the Site, its server, databases, accounts, systems, or networks;
• Interfere with the operation, availability, integrity, performance, or security of the Site;
• Introduce viruses, malware, malicious code, corrupted files, or harmful technology;
• Conduct denial-of-service attacks or excessive automated requests;
• Circumvent access controls, security features, rate limits, or technological restrictions;
• Scrape, crawl, spider, harvest, mine, or systematically extract Site content or data without prior written permission;
• Use bots or automated systems to access the Site in a manner that burdens or disrupts it;
• Collect information about other Site users;
• Impersonate Nightfox Holdings, a portfolio company, an employee, or another person;
• Misrepresent your identity, authority, affiliation, or purpose;
• Use the Site to send unsolicited or unauthorized advertising or communications;
• Frame or mirror the Site without written authorization;
• Use Nightfox Holdings’ names, brands, or content in metadata, hidden text, keywords, advertising, or domain names without permission;
• Use Site content to train, develop, improve, test, or validate an artificial-intelligence or machine-learning system without prior written permission;
• Use Site content to construct or populate a commercial database;
• Use information obtained through the Site to compete unfairly with Nightfox Holdings or its portfolio companies; or
• Assist another person in engaging in prohibited conduct.

16. Artificial Intelligence and Automated Systems

Unless Nightfox Holdings provides prior written consent, you may not use automated means to:

• Scrape or systematically collect Site content;
• Create datasets from Site content;
• Train, fine-tune, ground, evaluate, or improve artificial-intelligence systems;
• Generate substitute or derivative content;
• Republish Site content through an automated service;
• Analyze the Site for commercial competitive-intelligence purposes; or
• Circumvent technical measures intended to restrict automated access.

Public availability of Site content does not constitute authorization for automated collection, machine learning, model training, or commercial reuse.

17. Trademarks

“Nightfox Holdings,” its logos, and other names, marks, slogans, designs, and brand elements displayed on the Site are trademarks, service marks, trade names, or other protected identifiers of Nightfox Holdings or their respective owners.

You may not use such marks without the prior written permission of the applicable owner.

Nothing on the Site grants, by implication, estoppel, or otherwise, a license or right to use a trademark displayed on the Site.

Use of a third party’s trademark on the Site is for identification and informational purposes and does not necessarily indicate sponsorship, affiliation, or endorsement.

18. Media and Public References

You may not use Nightfox Holdings’ name, logo, Site content, statements, or identifying information in:

• A press release;
• Marketing materials;
• Investor materials;
• Fundraising materials;
• Public announcements;
• Promotional content;
• Case studies;
• Testimonials;
• Advertisements; or
• Statements implying a relationship

without prior written authorization.

Nothing on the Site constitutes permission to describe Nightfox Holdings or a portfolio company as an investor, customer, partner, sponsor, adviser, endorser, or participant in any transaction.

19. Submissions and Communications

The Site may allow you to send an inquiry, proposal, introduction, opportunity, résumé, business plan, investment concept, financing request, acquisition proposal, property information, or other communication.

You are responsible for information you submit.

By submitting information, you represent that:

• The information is accurate to the best of your knowledge;
• You have the authority to provide it;
• Its submission does not violate any law, agreement, duty, confidentiality obligation, or third-party right;
• The information does not contain malicious code; and
• Nightfox Holdings may lawfully review and process it for the purpose of responding to or evaluating your communication.

Submission does not obligate Nightfox Holdings to:

• Respond;
• Review the submission;
• Preserve it;
• Treat it as confidential;
• Return materials;
• Enter into discussions;
• Conduct due diligence;
• Refrain from pursuing a similar opportunity;
• Provide compensation; or
• Enter into any transaction or relationship.

20. Unsolicited Proposals and Ideas

Nightfox Holdings does not accept unsolicited confidential ideas, concepts, plans, creative materials, inventions, strategies, or proprietary proposals through the Site or ordinary email.

Do not submit confidential or proprietary information unless Nightfox Holdings has entered into a written confidentiality agreement expressly covering the submission.

Unless governed by a separate written agreement, any unsolicited submission will be treated as nonconfidential and nonproprietary.

To the extent permitted by law, you grant Nightfox Holdings permission to review, evaluate, retain, reproduce, and internally distribute an unsolicited submission for legitimate business purposes without compensation or obligation.

Nightfox Holdings may already be considering, developing, financing, advising, or receiving information concerning ideas, businesses, technologies, investments, or opportunities similar to those you submit. Similarity does not establish copying, misuse, or an obligation to compensate you.

21. Employment Inquiries

The Site is not necessarily a recruiting portal, and the appearance of information about Nightfox Holdings or a portfolio company does not indicate that positions are available.

An employment inquiry or résumé submission does not:

• Create an employment relationship;
• Guarantee consideration;
• Constitute an application unless expressly accepted as one;
• Require a response; or
• Prevent Nightfox Holdings from retaining or deleting the information in accordance with applicable law and its Privacy Policy.

Employment opportunities involving a portfolio company are administered by that company unless expressly stated otherwise.

22. Email and Electronic Communications

Communications transmitted through the Site or by ordinary email may not be secure, confidential, complete, or free from delay, interception, corruption, or error.

Do not send highly sensitive, privileged, regulated, or confidential information by ordinary email unless appropriate protections have been arranged.

Nightfox Holdings is not responsible for losses arising from the transmission of information through unsecured electronic communications, except to the extent responsibility cannot lawfully be excluded.

An email from Nightfox Holdings does not constitute a binding commitment unless it is expressly stated to do so and is sent by a person authorized to bind the applicable entity.

No agreement with Nightfox Holdings is effective merely because discussions occur by email. Definitive obligations must be contained in an authorized written agreement.

23. Privacy

Your use of the Site is also subject to the Nightfox Holdings Privacy Policy, which describes how personal information may be collected, used, disclosed, retained, and protected.

The Privacy Policy is incorporated into these Terms and Conditions by reference.

In the event of an irreconcilable conflict between these Terms and Conditions and the Privacy Policy concerning the handling of personal information, the Privacy Policy will govern that issue.

24. Third-Party Websites and Resources

The Site may contain links to or references concerning third-party websites, platforms, documents, companies, services, products, applications, maps, social networks, media, exchanges, government resources, or other external materials.

Links are provided for convenience and informational purposes.

Nightfox Holdings does not control and is not responsible for:

• Third-party content;
• Accuracy or availability;
• Products or services;
• Security;
• Accessibility;
• Privacy practices;
• Terms;
• Advertising;
• Representations;
• Transactions; or
• Conduct.

A link does not necessarily constitute an endorsement, sponsorship, partnership, approval, or affiliation.

You access third-party resources at your own risk and are responsible for reviewing their applicable terms and policies.

25. Embedded Content

The Site may include or load content, tools, fonts, video, maps, documents, analytics, or other features provided by third parties.

Third-party features may communicate directly with the provider’s systems and may be subject to separate terms and privacy practices.

Nightfox Holdings does not warrant that third-party content will remain available, accurate, secure, accessible, or unchanged.

26. Availability and Modification of the Site

Nightfox Holdings may, at any time and without notice:

• Modify the Site;
• Change its design or content;
• Add or remove pages;
• Correct information;
• Restrict access;
• Suspend functionality;
• Discontinue features;
• Remove references to a portfolio company or venture;
• Terminate the Site; or
• Perform maintenance.

Nightfox Holdings has no obligation to maintain any particular content, functionality, availability, or historical version of the Site.

The Site may be unavailable because of maintenance, technical failure, cyberattack, telecommunications problems, third-party service interruption, government action, force majeure, or other circumstances.

27. Geographic Availability

The Site is operated from the United States and is intended to provide general information concerning Nightfox Holdings.

Nightfox Holdings makes no representation that the Site or its content is appropriate, lawful, or available in every jurisdiction.

Those accessing the Site from outside the United States do so on their own initiative and are responsible for compliance with applicable local laws.

The availability of information in a jurisdiction does not mean that Nightfox Holdings or any portfolio company:

• Conducts business there;
• Is licensed there;
• Offers securities there;
• Solicits business there;
• Maintains an office there; or
• Has submitted to that jurisdiction’s laws or courts.

28. Export Controls and Sanctions

You may not access, use, export, reexport, transfer, or otherwise make available any Site content in violation of applicable export-control, trade-sanctions, anti-boycott, or similar laws.

You represent that you are not accessing the Site for a prohibited purpose or on behalf of a person or entity prohibited from receiving applicable content or services.

29. Compliance With Laws

You are solely responsible for ensuring that your use of the Site complies with all laws, regulations, rules, orders, contractual obligations, professional duties, and industry requirements applicable to you.

Nightfox Holdings may cooperate with lawful governmental, regulatory, judicial, or law-enforcement requests relating to suspected unlawful Site activity.

30. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE AND ALL CONTENT, INFORMATION, MATERIALS, LINKS, FEATURES, AND FUNCTIONALITY ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.”

NIGHTFOX HOLDINGS DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF:

• ACCURACY;
• COMPLETENESS;
• CURRENCY;
• RELIABILITY;
• AVAILABILITY;
• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• TITLE;
• NON-INFRINGEMENT;
• QUIET ENJOYMENT;
• SECURITY;
• COMPATIBILITY; AND
• FREEDOM FROM MALICIOUS CODE.

NIGHTFOX HOLDINGS DOES NOT WARRANT THAT:

• THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE;
• DEFECTS WILL BE CORRECTED;
• THE SITE OR ITS SERVER WILL BE SECURE;
• THE SITE WILL BE FREE FROM VIRUSES OR HARMFUL COMPONENTS;
• INFORMATION WILL REMAIN AVAILABLE;
• CONTENT WILL MEET YOUR NEEDS;
• INFORMATION WILL PRODUCE A PARTICULAR RESULT; OR
• THIRD-PARTY CONTENT WILL BE ACCURATE OR AVAILABLE.

YOUR USE OF THE SITE IS AT YOUR OWN RISK.

Some jurisdictions do not permit the exclusion of certain warranties. In those jurisdictions, the exclusions apply only to the extent permitted by law.

31. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NIGHTFOX HOLDINGS AND ITS PAST, PRESENT, AND FUTURE:

• AFFILIATES;
• SUBSIDIARIES;
• PORTFOLIO COMPANIES;
• MEMBERS;
• MANAGERS;
• OFFICERS;
• DIRECTORS;
• EMPLOYEES;
• REPRESENTATIVES;
• AGENTS;
• ADVISERS;
• CONTRACTORS;
• LICENSORS;
• SERVICE PROVIDERS;
• SUCCESSORS; AND
• ASSIGNS

WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF OR RELATING TO:

• YOUR ACCESS TO OR USE OF THE SITE;
• YOUR INABILITY TO ACCESS OR USE THE SITE;
• YOUR RELIANCE ON SITE CONTENT;
• ANY DECISION OR ACTION TAKEN ON THE BASIS OF SITE CONTENT;
• ERRORS, OMISSIONS, OR OUTDATED INFORMATION;
• BUSINESS INTERRUPTION;
• LOSS OF PROFITS, REVENUE, OPPORTUNITY, GOODWILL, OR DATA;
• COMPUTER OR DEVICE DAMAGE;
• MALWARE OR SECURITY INCIDENTS;
• THIRD-PARTY CONTENT OR CONDUCT;
• UNAUTHORIZED ACCESS TO COMMUNICATIONS;
• A SUBMITTED OPPORTUNITY OR PROPOSAL;
• OR ANY OTHER MATTER RELATING TO THE SITE.

THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, EVEN IF THE POSSIBILITY OF DAMAGE WAS KNOWN OR REASONABLY FORESEEABLE.

TO THE EXTENT LIABILITY CANNOT BE COMPLETELY EXCLUDED, THE TOTAL AGGREGATE LIABILITY OF NIGHTFOX HOLDINGS ARISING FROM OR RELATING TO THE SITE OR THESE TERMS WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (US $100).

The exclusions and limitations in this section apply only to the extent permitted by applicable law.

32. Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Nightfox Holdings and its affiliates, portfolio companies, members, managers, officers, directors, employees, representatives, agents, advisers, contractors, licensors, service providers, successors, and assigns from and against claims, proceedings, liabilities, losses, damages, judgments, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising from or relating to:

• Your use or misuse of the Site;
• Your violation of these Terms and Conditions;
• Your violation of applicable law;
• Your infringement of another person’s rights;
• Information or materials you submit;
• Your misrepresentation of your identity or authority; or
• Your interference with the Site or its security.

Nightfox Holdings reserves the right to assume control of the defense of a matter subject to indemnification. You agree to cooperate reasonably with that defense.

33. Release

To the fullest extent permitted by law, you release Nightfox Holdings and the other protected parties identified above from claims arising from:

• Disputes between you and a third party;
• Transactions conducted outside the Site;
• Communications with a portfolio company or third party;
• Third-party websites or services;
• Unsolicited submissions; and
• Decisions made in reliance on Site information.

34. Suspension and Termination

Nightfox Holdings may restrict, suspend, or terminate your access to the Site at any time if it reasonably believes that:

• You violated these Terms and Conditions;
• Your activity presents a legal, security, reputational, or operational risk;
• Your access is unlawful;
• You are interfering with the Site; or
• Restriction is necessary to protect Nightfox Holdings or another person.

Termination does not limit any other remedy available to Nightfox Holdings.

Provisions that by their nature should survive termination will survive, including provisions concerning intellectual property, submissions, disclaimers, limitations of liability, indemnification, governing law, and dispute resolution.

35. Governing Law

These Terms and Conditions and any dispute arising out of or relating to the Site will be governed by the laws of the State of Wyoming, without regard to conflict-of-law principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

36. Jurisdiction and Venue

To the extent a dispute is permitted to proceed in court, you agree that it will be brought exclusively in a state or federal court of competent jurisdiction located in the State of Wyoming.

You consent to the personal jurisdiction of those courts and waive objections based on venue, inconvenient forum, or lack of personal jurisdiction, except where such waiver is prohibited by law.

Nothing in these Terms prevents Nightfox Holdings from seeking temporary, preliminary, or permanent injunctive relief in any jurisdiction to protect its intellectual property, confidential information, systems, security, or legal rights.

37. Time Limitation on Claims

To the fullest extent permitted by law, any claim arising from or relating to the Site or these Terms and Conditions must be commenced within one year after the claim arose.

A claim not commenced within that period is permanently barred.

This provision does not apply where a shorter limitation period is required or where applicable law prohibits contractual modification of the limitation period.

38. Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND NIGHTFOX HOLDINGS EACH KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS AND CONDITIONS.

39. No Class or Representative Proceedings

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO BRING CLAIMS AGAINST NIGHTFOX HOLDINGS ONLY IN YOUR INDIVIDUAL CAPACITY.

YOU MAY NOT BRING OR PARTICIPATE IN A CLAIM AS A PLAINTIFF, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

If this provision is found unenforceable as to a particular claim or remedy, it will be severed only to the minimum extent necessary.

40. Equitable Relief

You acknowledge that unauthorized use of Nightfox Holdings’ intellectual property, interference with the Site, misuse of confidential information, or breach of certain provisions may cause harm for which monetary damages would be inadequate.

Nightfox Holdings may seek injunctive, equitable, or other appropriate relief without being required to prove actual damages or post a bond, except where applicable law requires otherwise.

41. Changes to These Terms

Nightfox Holdings may revise these Terms and Conditions periodically.

The revised Terms will be posted on this page with an updated “Last updated” date. Unless otherwise stated, revisions become effective when posted.

Your continued use of the Site after revised Terms become effective constitutes acceptance of those revisions.

Changes will not retroactively alter rights or obligations where doing so would be prohibited by law.

42. Severability

If a provision of these Terms and Conditions is found unlawful, invalid, or unenforceable, that provision will be enforced to the greatest extent permitted by law.

If it cannot be enforced, it will be severed or modified to the minimum extent necessary. The remaining provisions will remain in full force and effect.

43. No Waiver

A failure or delay by Nightfox Holdings in exercising a right or enforcing a provision does not waive that right or provision.

A waiver is effective only if made in writing by an authorized representative of Nightfox Holdings.

A waiver concerning one matter does not constitute a waiver concerning another matter.

44. Assignment

You may not assign or transfer your rights or obligations under these Terms and Conditions without the prior written permission of Nightfox Holdings.

Nightfox Holdings may assign or transfer these Terms, in whole or in part, in connection with:

• A reorganization;
• Merger;
• Acquisition;
• Sale of assets;
• Financing;
• Transfer to an affiliate;
• Change of control; or
• Other business transaction.

Any prohibited assignment by you is void.

45. No Third-Party Beneficiaries

Except for the Nightfox Holdings parties expressly protected by the disclaimers, limitations, releases, and indemnification provisions, these Terms do not create rights in any third party.

46. Relationship of the Parties

These Terms do not create a partnership, joint venture, employment, franchise, agency, fiduciary, advisory, or representative relationship between you and Nightfox Holdings.

Neither party has authority to bind the other solely because of these Terms or use of the Site.

47. Entire Agreement

These Terms and Conditions, together with the Privacy Policy and any other notices expressly incorporated by reference, constitute the entire agreement between you and Nightfox Holdings regarding your use of the Site.

They supersede prior or contemporaneous communications concerning Site use.

These Terms do not replace or modify a separate written agreement between you and Nightfox Holdings or a portfolio company. In the event of a conflict, the separately executed written agreement governs the subject matter it addresses.

48. Interpretation

Headings are provided for convenience and do not affect interpretation.

Words such as “including” and “includes” mean “including without limitation.”

References to the singular include the plural and vice versa where appropriate.

A reference to a law includes amendments, successor provisions, regulations, and legally binding rules adopted under that law.

These Terms will not be interpreted against a party merely because that party drafted them.

49. Accessibility

Nightfox Holdings seeks to provide a Site that is usable by a broad audience.

Individuals who experience difficulty accessing content or functionality may contact Nightfox Holdings and describe:

• The page or content involved;
• The nature of the difficulty;
• The assistive technology or browser being used, where relevant; and
• A preferred method of receiving the information.

Accessibility inquiries may be sent to:

legal@nightfoxholdings.com

Nightfox Holdings will consider reasonable efforts to provide the requested information through an accessible alternative where appropriate.

50. Contact Information

Questions concerning the Site, these Terms and Conditions, intellectual-property matters, or other legal notices may be directed to:

Nightfox Holdings LLC
Email: legal@nightfoxholdings.com

Please use the subject line:

Legal Inquiry