MAMMOTH.VC WEBSITE TERMS AND CONDITIONS

Last updated on April 28, 2021.

These Mammoth Website Terms and Conditions (“Terms”) govern access to and use of the mammoth.vc (“Mammoth,” “we” or “us”) website, associated sites and services (collectively, the “Site”) by Site visitors (“Site Visitors”) and by individuals or entities who invest in the Mammoth funds (“Mammoth Services”) or create an account (“Account” or “User Account”) and their Authorized Users (collectively, “Members”). By using the Site or any Mammoth Services, you as a Site Visitor or Member accept these Terms (whether on behalf of yourself or a legal entity you represent). An “Authorized User” of a Member is an individual natural person, whether an employee, business partner, contractor, or agent of a Member who is registered or permitted by the Member to use the Site or the Mammoth Services subject to these Terms. Members and Site Visitors may be referred to in these Terms as “you” and “your” as applicable.

For the avoidance of doubt, all references to the Site in these Terms also include the Mammoth Services. Mammoth does not provide personalized advice to individual investors about investments. You should consult your own advisers as to legal, business, tax, and other related matters concerning any investment.

This Site is for informational purposes only; offers of securities are made only to accredited investors pursuant to a fund’s offering documents, which describe the risks, fees and other information that should be considered before investing.

BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM THE SITE, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO PROCEED AND MUST IMMEDIATELY CEASE USING THE SITE.

UPDATES AND REVISIONS. We may revise these Terms or any additional terms and conditions that are relevant to a particular Mammoth Service from time to time to reflect changes in the law or to the Mammoth Services. We will post the revised terms on the Site with a “last updated” date. Please review the Site on a regular basis to obtain timely notice of any revisions. If you continue to use the Mammoth Site after the revisions are effective, you agree to be bound by the revised terms. You agree that we shall not be liable to you or to any third party for any modification of the Terms. If you have any questions about these Terms, please contact us at hello@mammothresearch.com.

ELECTRONIC COMMUNICATIONS. You agree to receive these Terms, any disclosure or notices required by applicable law and all communications, agreements, and notices that we provide in connection with the Site or any Mammoth Services (“Communications”), via electronic means, including by e-mail, text, in-Site notifications, or through any Mammoth Services. You also agree that Mammoth may respond to any communication you send to Mammoth by electronic communication. You agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner and you agree to keep your Account contact information current. Mammoth will NEVER send you an email requesting confidential information such as Account numbers, usernames, or passwords and you should NEVER respond to any email requesting such information. If you receive such an email purportedly from Mammoth, do not respond to the email and notify Mammoth by or forwarding the email to hello@mammothresearch.com. Any electronic communication Mammoth sends to you will be considered received within 7 calendar days of the date such communication if sent by computer servers utilized by Mammoth to the email address you designate in your account profile. To the extent permissible under applicable law, any electronic communication you send to Mammoth will not be effective until Mammoth has had a reasonable opportunity to act on the electronic communication. You should not rely on electronic communication if you need to communicate with Mammoth immediately and, in no event, should your sole method of communication with Mammoth regarding any emergency be by electronic communication. Mammoth strongly suggests that you report all matters requiring immediate attention by calling 800-618-2299.

NOT PERSONALIZED INVESTMENT ADVICE TO POTENTIAL INVESTORS IN OR MEMBERS OF THE MAMMOTH FUND. Mammoth provides an online Site to give Site Visitors and Members general information on venture capital investment opportunities. We do not make personalized recommendations or advise Site Visitors or Members on any investment opportunity; we do not provide personalized investment or financial advice or evaluate or analyze what is an appropriate investment based on the facts of your situation. Please be aware that Mammoth Services are not a substitute for the advice of your investment advisor. We strive to keep our content and legal documents accurate, current, and up to date. However, for a variety of reasons, Mammoth cannot guarantee that all information on the Site is completely current or applicable to your circumstances. Furthermore, the information contained on the Site is not investment, financial, tax, or legal advice and is not guaranteed to be correct, complete, or up to date. If you need investment, financial, tax or legal advice for your specific investment, you should consult a licensed professional in your area to provide you with personal professional advice.

CONVENIENCE AND INFORMATION ONLY; ACCEPTANCE OF TERMS. By merely providing access to the Site, Mammoth does not warrant or represent that: (a) the Site or content is accurate, complete, up-to-date or current; (b) Mammoth has any obligation to update any content or the Site; (c) the Site or content is free from technical inaccuracies or typographical errors; (d) that the Site or content does not infringe on the intellectual property rights of any third party; (e) that the Site or content is free from changes caused by a third party; (f) your access to the Site will be free from interruptions, errors, computer viruses or other harmful components; and/or (g) any information obtained in response to questions asked through, or postings made on, the Site is accurate or complete. Your use of the Site and the Mammoth Services are subject to federal law, the law of the state where Mammoth maintains your Account, or, if Mammoth transfers your Account to another location, where Mammoth currently maintains your Account.

SITE USE AND CONTENT; LIMITED PERMISSION TO DOWNLOAD. You may view, copy, or print pages from the Site solely for personal information and non-commercial purposes provided that (i) the copyright and trademark notice appearing below appears in such materials, (ii) the materials are not used on any other Site nor in a networked computer environment and (iii) the materials are not modified in any way. You may not otherwise use, modify, copy, print, display, reproduce, distribute, or publish any information from the Site without the express, prior, written consent of Mammoth. At any time, we may, without further notice, make changes to the Site, to these Terms and/or to the Mammoth Services. This permission terminates automatically without notice if you breach any of the terms or conditions of these Terms. On any such termination, you agree to immediately destroy any downloaded or printed materials. Any unauthorized use of any materials contained on this Site may violate copyright laws, trademark laws, laws of privacy and publicity, communications regulations, and statutes as well as other rights, laws, rules, regulations, and statutes.

OWNERSHIP; COPYRIGHTS AND TRADEMARKS. This Site is owned and operated by Mammoth Investors, LLC. All right, title and interest in and to the materials provided on this Site, including but not limited to information, documents, logos, graphics, sounds and images (the “Materials”) are owned or licensed either by Mammoth Investors or by our affiliates, respective third-party authors, developers, or vendors. Except as may be expressly stated on the Site or in these Terms, none of the Materials may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted, or distributed in any way and nothing on this Site shall be construed to confer any license under any of Mammoth’s, mammoth.vc’s or mammothresearch.com’s intellectual property rights, whether by estoppel, implication or otherwise.

USER ACCOUNT AND PASSWORD. We use reasonable precautions to protect the privacy of your User ID, password, and User Account information by utilizing a Secure Socket Layer (“SSL”) connection. Accordingly, your User ID, password and User Account information are encrypted using an SSL connection and are not expected to be read in an intelligible form as they travel to the Site. You, however, are ultimately responsible for protecting your User ID, password, and User Account information from disclosure to third parties, and you are not permitted to circumvent the use of required encryption technologies. You are required to take reasonable precautions to safeguard your User ID and password. You agree to never leave your computer unattended while using the Site and to always exit the Site by clicking on “Log Out.” You also agree to immediately notify Mammoth of any unauthorized use of your User ID, password and/or User Account, or any other breach of security by calling by calling 800-618-2299 or emailing hello@mammothresearch.com. You are solely responsible for any activity that occurs with respect to your User Account and User ID. While we provide certain encryption technologies and use other reasonable precautions to protect your confidential information and provide suitable security, we do not and cannot guarantee or warrant that information transmitted through the Internet is secure, or that such transmissions are free from delay, error, interception, or interruption.

RELIANCE BY MAMMOTH. You authorize Mammoth to rely on your User ID and password to identify you when you use the Site, and as signature authorization for any payment made using the Site.

SECURITY. Mammoth is committed to protecting the security and confidentiality of information about you and your Account. Mammoth uses, and may in the future use, several different security methods to protect your Account and User Account information, including: (a) you can only access the Site with certain browsers that have high security standards; (b) if the Site does not recognize your computer, you will be prompted to answer one of your challenge questions to verify your identity; (c) the Site will automatically log off if prolonged periods of inactivity occur, and (d) Your session will terminate if you navigate away from the Site to another website.

ACCURATE INFORMATION. In creating and using your User Account on the Site, you agree to: (i) provide true, accurate, current, and complete information about yourself on any registration form required on the Site (such information being the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Mammoth has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Mammoth has the right to suspend or terminate your User Account and refuse all current or future use of your User Account.

TERMINATION OF ACCOUNT. Mammoth reserves the right to terminate your use of the Site for any reason including inactivity and at any time without notice to you. You have the right to terminate your use of your Account by calling Mammoth at 800-618-2299 or by writing to Mammoth at hello@mammothresearch.com. Any termination of your use of your Account, whether initiated by you or by Mammoth, will not affect any of your or Mammoth’s rights and obligations under these Terms that have arisen before the effective date of such termination.

NO WARRANTIES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE, YOUR ACCOUNT AND THE MAMMOTH SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. MAMMOTH PROVIDES THE SITE AND THE MAMMOTH SERVICES ON A COMMERCIALLY REASONABLE BASIS AND MAMMOTH MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITE, YOUR ACCOUNT, THE MAMMOTH SERVICES, THE CONTENT OR ANY SERVICES OFFERED IN CONNECTION WITH THE SITE ARE OR SHALL REMAIN UNINTERRUPTED OR ERROR-FREE, THE CONTENT SHALL BE NON-INFRINGING ON ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, THAT DEFECTS SHALL BE CORRECTED, THAT THE WEB PAGES ON THE SITE, YOUR ACCOUNT, ANY ELECTRONIC COMMUNICATION OR THE SERVERS USED IN CONNECTION WITH THE SITE ARE OR SHALL REMAIN FREE FROM ANY VIRUSES, WORMS, TIME BOMBS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY PERSON USING THE SITE WILL BE THE PERSON THAT HE OR SHE REPRESENTS HIMSELF OR HERSELF TO BE. MAMMOTH DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITE AND/OR ACCOUNT AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT MAMMOTH RESEARCH SHALL HAVE ADEQUATE CAPACITY FOR THE SITE AND/OR YOUR ACCOUNT AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA.

INDEMNIFICATION. You agree to defend, indemnify and hold Mammoth Investors, LLC and its affiliates, subsidiaries, owners, directors, members, managers, officers, employees and agents harmless from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses and costs (including without limitation reasonable attorneys’ fees) assessed or incurred by Mammoth, directly or indirectly, with respect to or arising out of: (i) your failure to comply with these Terms; (ii) your breach of your obligations under these Terms; (iii) your use of the rights granted hereunder, including without limitation any claims made by any third parties; and/or (iv) your violation of any third party right, including without limitation any copyright, property, or privacy right.

LIMITATION OF LIABILITY. MAMMOTH’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF THE SITE, YOUR ACCOUNT, AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE SITE SHALL BE THE CANCELLATION OF YOUR ACCOUNT WITH MAMMOTH. IN NO EVENT WILL MAMMOTH BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE SITE AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE SITE, YOUR ACCOUNT AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH YOUR ACCOUNT, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, YOUR ACCOUNT AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE SITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR COMPUTER SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, YOUR ACCOUNT AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE SITE, AND/OR (E) ANY VIRUSES, WORMS, TIME BOMBS, DROP DEAD DEVICES, TROJAN HORSES OR OTHER HARMFUL COMPONENTS THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE, YOUR ACCOUNT AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE SITE BY ANY THIRD PARTY OR FOR ANY LOSS OR DAMAGE OF ANY KIND. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS MAMMOTH’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

LOCAL LAWS. Mammoth makes no representation that content or materials in the Site are appropriate or available for use in jurisdictions outside the United States. Access to the Site from jurisdictions where such access is illegal is prohibited. If you choose to access the Site from other jurisdictions, you do so on your own initiative and are responsible for compliance with applicable local laws. You may not use or export the content or materials in the Site in violation of U.S. export laws and regulations. You agree that the Site, these Terms, and your account shall be interpreted and governed in accordance with federal law and, to the extent not preempted by federal law, with the laws of the state where Mammoth maintains your Account, or, if Mammoth transfers your Account to another location, where Mammoth currently maintains your Account. The Site and your Account shall be deemed a passive website and service that does not give rise to personal jurisdiction over Mammoth either specific or general, in jurisdictions other than the states covered by the preceding sentence. You agree and hereby submit to the exclusive personal jurisdiction of the state and federal courts located where Mammoth maintains your Account. You further agree to comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which you reside (if different from the United States).

NON-TRANSFERABILITY OF USER ACCOUNT. User Accounts and User IDs are non-transferable, and all users are obligated to take preventative measures to prohibit unauthorized users from accessing the Site with his or her User ID and password. You may not assign these Terms, in whole or in part, or delegate any of your responsibilities hereunder to any third party.

RESTRICTIONS ON USE OF THE SITE. By using the Site, including any Mammoth Service, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:

1. Is illegal, or violates any federal, state, or local law or regulation;
2. Advocates illegal activity or discusses illegal activities with the intent to commit them;
3. Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
4. Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
5. Attempts to impersonate another person or entity;
6. Is commercial in a way that violates these Terms;
7. Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
8. Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Site, or the servers or networks connected to the Site, or any of the Mammoth Services;
9. “Hacks” or accesses without permission our proprietary or confidential records, those of another user, or those of anyone else;
10. Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Site, except as expressly permitted in these Terms or by law, unless and then only to the extent permitted by applicable law without consent;
11. Removes, circumvents, disables, damages, or otherwise interferes with security-related feature, or features that enforce limitations on use of the Site;
12. Uses automated or manual means to violate the restrictions in any robot exclusion headers on the Site, if any, or bypasses or circumvents other measures employed to prevent or limit access, for example by engaging in practices such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information;
13. Modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Site;
14. Downloads (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Site or Mammoth Services, by any means except as provided for in these Terms or with the prior written consent of Mammoth; or
15. Attempts to do any of the foregoing.

You acknowledge that we have no obligation to monitor your – or anyone else’s – access to or use of the Site for violations of these Terms, or to review or edit any content. However, we have the right to do so for the purpose of operating and improving the Site (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes, analytics, and advertising), to ensure your compliance with these Terms and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency or other governmental body.

ACCESS & DISCLOSURE. We may access, preserve, or share any of your information when we believe in good faith that such sharing is reasonably necessary to investigate, prevent, or take action regarding possible illegal activities or to comply with legal process. We may also share your information in situations involving potential threats to the physical safety of any person, violations of the Mammoth Privacy Policy or our user agreements or terms; or to respond to the claims of violation of the rights of third parties and/or to protect the rights, property and safety of Mammoth, our employees, users, or the public. This may involve the sharing of your information with law enforcement, government agencies, courts, and/or other organizations.

Initial Dispute Resolution. Most disputes can be resolved without resort to litigation or arbitration. If you have any dispute with us, you agree that before taking any formal action you will contact us at legal@mammothresearch.com and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an Account). Except for intellectual property, you and Mammoth agree to use their reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation with Mammoth, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

Venue. All disputes and controversies shall be initiated and decided in Allen County, Indiana, United States, and you and Mammoth agree to submit to the personal jurisdiction of any federal or state court in Allen County, Indiana.

MISCELLANEOUS. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Mammoth’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. These Terms and the Mammoth Privacy and Cookie Policy are the entire agreement between you and Mammoth with respect to your use of the Site and your User Account, and supersede all prior communications and prior agreements, whether written or oral.

HOW TO CONTACT US. If you have any questions about the Site or Terms, Mammoth Services, complaints, or other inquiries, please write to us at Mammoth Investors, LLC, 9121 Illinois Road #51B, Fort Wayne, IN 46804, United States, or call us at (800) 618-2299. California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.