1. Acceptance of Terms

By accessing or using the Co Ventures website and online platform ("Platform"), you agree to be bound by these Terms of Service ("Terms"). These Terms form a legally binding agreement between you and Co Ventures Pty Ltd (ABN 17662596965), "Co Ventures", "we", "us", or "our").

If you do not agree with any part of these Terms, you must not use the Platform. We reserve the right to modify these Terms at any time. Your continued use after changes constitutes acceptance of updated Terms.

2. Eligibility and Audience Restrictions

2.1 General Eligibility

By using the Platform, you represent and warrant that:

• You are at least 18 years old or the age of majority in your jurisdiction
• You have legal capacity to enter into these Terms
• You are not prohibited from using the Platform under applicable laws
• All information you provide is truthful, accurate, and complete

2.2 Investment Information Restrictions

Information on this website is intended exclusively for qualified investors:

• Australia: Wholesale clients as defined in sections 761G and 761GA of the Corporations Act 2001 (Cth)
• United States: Accredited investors as defined in Rule 501 of Regulation D under the Securities Act of 1933
• United Kingdom: Professional clients and eligible counterparties as defined under UK MiFID II and FCA rules
• European Union: Professional investors as defined under MiFID II
• New Zealand: Wholesale investors under the Financial Markets Conduct Act 2013

This website is not intended for retail investors or any person in a jurisdiction where such distribution would be unlawful.

2.3 Geographic Restrictions

The Platform and our services are not available to:

• Persons or entities subject to US, UK, EU, or Australian sanctions
• Residents of jurisdictions where our services are prohibited by law
• Persons located in countries subject to comprehensive sanctions programs

We reserve the right to restrict access based on your location or other factors.

3. Services and Platform Description

3.1 Service Overview

Co Ventures is an early-stage venture capital firm. Our Platform provides:

• Information about our fund and investment activities
• Portfolio company showcases and updates
• Application processes for funding opportunities
• Community resources and networking opportunities
• Educational content about venture capital and startups

3.2 Important Disclaimers

No Offer or Solicitation: Nothing on this Platform constitutes an offer to sell or a solicitation of an offer to buy any securities. Any investment opportunities are subject to separate legal documentation.

No Investment, Legal, Tax, or Financial Advice: Information provided is for general educational purposes only. We do not provide personalized advice. Consult qualified professionals before making any decisions.

Past Performance Not Indicative: Any historical performance information does not guarantee future results. All investments carry risk of loss.

No Guarantees: We make no representations regarding investment outcomes, returns, or the success of any portfolio companies.

4. Account Registration and Security

4.1 Account Creation

Some Platform features require account registration. You agree to:

• Provide accurate, complete, and current information
• Maintain and update your account information
• Keep login credentials secure and confidential
• Notify us immediately of any unauthorized access
• Accept responsibility for all account activities

4.2 Account Restrictions

• One account per person unless expressly permitted
• No sharing or transferring accounts without consent
• We may verify your identity and qualifications at any time
• We reserve the right to suspend or terminate accounts

5. Acceptable Use and Community Guidelines

5.1 Prohibited Activities

You agree not to:

Unlawful Activities:

• Use the Platform for illegal, fraudulent, or unauthorized purposes
• Violate any applicable laws or regulations
• Facilitate money laundering or terrorism financing

Intellectual Property Violations:

• Infringe third-party intellectual property rights
• Upload content you don't have rights to use
• Use our trademarks or content without permission

Platform Interference:

• Introduce malware, viruses, or harmful code
• Attempt to breach security measures
• Overload or disrupt Platform infrastructure
• Use automated tools (bots, scrapers) without permission

Community Harm:

• Harass, threaten, or discriminate against others
• Post abusive, defamatory, or objectionable content
• Impersonate individuals or entities
• Engage in spam or unsolicited communications

Commercial Misuse:

• Use the Platform for unauthorized commercial purposes
• Collect user information for external use
• Advertise or solicit without permission

6. Content Submission and Intellectual Property

6.1 User Submissions

Ownership: You retain ownership of intellectual property in your submissions.

License Grant: By submitting content, you grant Co Ventures a worldwide, royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, distribute, adapt, modify, and display your submission for:

• Evaluating your submission
• Operating the Platform
• Conducting our business activities
• Sharing with partners, affiliates, and advisors

No Confidentiality: Unless we have a separate written confidentiality agreement, submissions are not considered confidential. We cannot accept responsibility for protecting confidential information submitted without prior agreement.

Representations: You represent that you have all necessary rights to provide submissions and that they don't violate third-party rights.

No Liability for Similar Ideas: We may independently develop or receive similar concepts. You agree not to claim misappropriation absent a separate written agreement.

6.2 Our Content

Ownership: Co Ventures owns all Platform content except user submissions.

Limited License: You receive a limited, non-transferable license to access and use our content for personal or internal business purposes.

Restrictions: You may not reproduce, distribute, or create derivative works without written permission, except for personal use or informing others about Co Ventures.

Trademarks: "Co Ventures" and our logos are our trademarks. Unauthorized use is prohibited.

7. Privacy and Cookies

7.1 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy, incorporated by reference. By using the Platform, you consent to such practices.

7.2 Cookie Notice

We use cookies and similar technologies for:

• Essential website functionality
• Analytics and performance monitoring (with consent for EU/UK users)
• Marketing and advertising (with consent for EU/UK users)

EU/UK Users: Non-essential cookies require consent. We provide equal-prominence Accept/Reject options and granular controls.

Cookie Management: Access cookie preferences through our Cookie Settings link or browser controls. Disabling cookies may affect functionality.

8. Financial Promotions and Marketing Compliance

8.1 UK Financial Promotions

Content that constitutes financial promotions qualifies for applicable exemptions under FSMA Section 21.

8.2 US Marketing Rule Compliance

Any performance information presented:

• Includes appropriate disclaimers and risk warnings
• Shows net performance with equal or greater prominence than gross performance
• Includes all required disclosures under SEC Marketing Rule 206(4)-1
• Is accompanied by meaningful cautionary language

8.3 Forward-Looking Statements

This Platform may contain forward-looking statements. Such statements:

• Reflect current expectations and beliefs
• Are subject to significant risks and uncertainties
• Should not be relied upon as guarantees of future performance
• May differ materially from actual results

Under US Securities laws, forward-looking statements are made in good faith with meaningful cautionary language regarding material factors that could affect results.

9. Third-Party Links and Services

The Platform may contain links to third-party websites or services. We do not endorse, control, or assume responsibility for third-party content. Access third-party sites at your own risk.

We make no warranties about third-party services and disclaim liability for any losses from their use.

10. Sanctions and Compliance

10.1 Sanctions Screening

You may not use the Platform if you are in a sanction list as follows:

• Office of Foreign Assets Control (OFAC) - US
• Office of Financial Sanctions Implementation (OFSI) - UK
• Department of Foreign Affairs and Trade (DFAT) - Australia
• EU Consolidated List

We may conduct ongoing screening and suspend access if sanctions issues arise.

10.2 Prohibited Persons

You may not use the Platform if you are:

• Subject to sanctions by any relevant authority
• Located in a sanctioned jurisdiction
• Acting on behalf of sanctioned persons or entities

We may conduct ongoing screening and suspend access if sanctions issues arise.

11. Termination and Suspension

11.1 By Co Ventures

We may suspend or terminate your access immediately, with or without cause or notice, including for:

• Terms violations
• Harmful behavior
• Legal or regulatory requirements
• Platform changes or security issues

11.2 Effect of Termination

Upon termination:

• Your Platform access ceases immediately
• We may delete your account and content
• Certain Terms provisions survive (licenses, disclaimers, limitations)
• You remain liable for pre-termination obligations

11.3 Service Modifications

We reserve the right to modify, suspend, or discontinue the Platform or any features at any time without liability.

12. Disclaimers and Limitation of Liability

12.1 "As Is" Basis

The Platform and all content are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied, including:

• Merchantability
• Fitness for particular purpose
• Non-infringement
• Accuracy or completeness
• Uninterrupted or error-free operation

12.2 Investment Risk Disclaimers

All investments involve risk. Any investment opportunities:

• Are subject to numerous known and unknown risks
• May result in total loss of investment
• Are suitable only for sophisticated investors who can afford losses
• Should be evaluated with professional advisors

Past performance is not indicative of future results. We make no guarantees regarding investment outcomes or returns.

12.3 Information Accuracy

While we strive for accuracy, we make no warranties regarding:

• Information completeness or timeliness
• Content accuracy or reliability
• Suitability for your specific needs

Do not rely on Platform content as substitute for professional advice or independent research.

12.4 Third-Party Content

We are not responsible for user-generated content or third-party information. Users' opinions and advice are their own, not ours.

12.5 Geographic Limitations

We do not represent that Platform content is appropriate or available in all jurisdictions. If you access from outside Australia, you do so at your own risk and are responsible for local law compliance.

13. Limitation of Liability

13.1 Exclusion of Damages

To the fullest extent permitted by law, we exclude liability for:

• Indirect, incidental, special, consequential, or punitive damages
• Lost profits, opportunities, goodwill, or data
• Business interruption or other intangible losses

13.2 Liability Cap

Our total liability for all claims will not exceed the lesser of:

• AUD $100
• Amounts you paid us in the 12 months preceding the claim

13.3 Consumer Law Savings

Nothing excludes rights under Australian Consumer Law or other mandatory consumer protections that cannot be excluded by contract. Where such laws apply, our liability is limited to the maximum extent permitted.

13.4 Indemnification

You agree to indemnify and hold harmless Co Ventures, its affiliates, and personnel from claims arising from:

• Your Platform use
• Your content or submissions
• Your Terms violations
• Your violation of others' rights

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of New South Wales, Australia, and the Commonwealth of Australia, without regard to conflict of laws principles.

14.2 Jurisdiction

You submit to the non-exclusive jurisdiction of New South Wales courts. We may seek injunctive relief in any jurisdiction to protect intellectual property.

14.3 Consumer Law Savings

If you are a consumer in the EU, UK, or other jurisdiction with mandatory consumer protections, nothing in this section limits your rights to bring claims in your local courts or under local consumer laws.

14.4 Dispute Resolution

Before legal proceedings, attempt informal resolution by contacting us with dispute details. We will respond within 30 days.

14.5 Time Limitations

Claims must be filed within one year of arising, except for our intellectual property claims.

15. Miscellaneous Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any expressly incorporated documents, constitute the entire agreement regarding Platform use.

15.2 Severability

If any provision is invalid or unenforceable, remaining provisions continue in full force. Invalid provisions will be modified minimally to achieve the original intent.

15.3 No Waiver

Our failure to enforce any right does not waive future enforcement. Waivers must be in writing and signed by our authorized representative.

15.4 Assignment

You may not assign these Terms without our written consent. We may assign our rights and obligations to affiliates or in corporate transactions.

15.5 No Agency

These Terms do not create any agency, partnership, joint venture, or employment relationship.

15.6 Force Majeure

We are not liable for delays or failures due to circumstances beyond our reasonable control.

15.7 Notices

We may provide notices via email, Platform postings, or other legally acceptable means. Send legal notices to our contact address listed on the Platform.

15.8 Updates and Changes

We may update services and Terms periodically. Material changes will be communicated through appropriate channels.

16. Contact Information

For questions about these Terms:

Co Ventures Pty Ltd
Email: secretary@coventures.vc

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By using the Co Ventures Platform, you acknowledge that you have read, understood, and agreed to be bound by these Terms of Service.

These Terms are effective as of 25 August 2025 and supersede all prior agreements.

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