Terms of Service

1. Acceptance of Terms

By accessing or using the websites, applications, or services operated by Undercurrent Holdings LLC (“Undercurrent,” “we,” “us,” or “our”), including our investor portal at investors.undercurrentholdings.com (the “Portal”), you agree to be bound by these Terms of Service (the “Terms”). If you do not agree to these Terms, please do not use our services.

2. Definitions

For purposes of these Terms:

• “Offering Documents” means any Private Placement Memorandum, Subscription Agreement, Limited Partnership Agreement, Operating Agreement, or other governing document for any investment.
• “Portal” means our investor portal and related services.
• “User,” “you,” or “your” means any individual or entity accessing our services.

3. Nature of Services

Undercurrent Holdings LLC is the issuer or manager of private investment opportunities presented through the Portal. We are not a registered broker-dealer under the Securities Exchange Act of 1934, not a member of the Financial Industry Regulatory Authority (FINRA), and not a registered investment adviser under the Investment Advisers Act of 1940.

The Portal provides access to information about investment opportunities and facilitates communication between Undercurrent and qualified investors. The Portal does not provide investment advice, effect securities transactions, or make recommendations regarding the purchase or sale of securities.

4. Relationship to Offering Documents

The information provided through the Portal is for general informational purposes regarding your investments and account status.

TO THE EXTENT ANY INFORMATION ON THE PORTAL CONFLICTS WITH OR DIFFERS FROM THE TERMS OF ANY OFFERING DOCUMENTS, THE OFFERING DOCUMENTS SHALL CONTROL IN ALL RESPECTS.

The Portal does not constitute an offer to sell or a solicitation of an offer to buy any security. Any such offer or solicitation will be made only by means of the applicable Offering Documents delivered to eligible prospective investors. Your decision to invest in any security must be based solely on the Offering Documents and your own independent analysis.

5. No Investment, Legal, or Tax Advice

Nothing on the Portal constitutes investment advice, legal advice, tax advice, or a recommendation regarding any investment decision.

You should consult your own investment, legal, tax, and financial advisers before making any investment decision. We expressly disclaim any responsibility for investment decisions made based on information accessed through the Portal.

6. Investment Risk Acknowledgment

By using the Portal to access information about investments, you acknowledge that you understand:

• Investments accessible through the Portal may include securities that are not registered under the Securities Act of 1933 and are offered in reliance on exemptions from registration;
• Such investments involve a high degree of risk, including the possible loss of your entire investment;
• Such investments are typically illiquid, with no established secondary market, and you may be unable to sell or transfer your investment for an extended period or at all;
• Past performance of any investment is not indicative of future results;
• Any projections, forecasts, or forward-looking statements are inherently uncertain and actual results may differ materially;
• You have the financial sophistication and ability to evaluate the risks and merits of potential investments and to bear the economic risk of such investments.

7. Electronic Delivery and Signatures

By creating an account on the Portal, you affirmatively consent to receive all documents, disclosures, notices, and communications (“Communications”) related to your account and investments in electronic format, and you agree that such electronic Communications satisfy any legal requirement that they be provided in writing.

This consent applies to: account statements and confirmations; tax documents, including Schedule K-1s and Form 1099s; investor reports and updates; notices of meetings and voting materials; privacy notices; amendments to agreements; and any other documents we are required or permitted to provide.

Hardware and Software Requirements: To access electronic Communications, you need: (1) a computer or mobile device with Internet access; (2) a current web browser that supports TLS encryption; (3) software capable of viewing PDF files; (4) sufficient storage to save Communications or a printer to print them; and (5) a valid email address registered with your account.

Paper Copies: You may request paper copies of any Communication by contacting us. Reasonable fees may apply.

Withdrawing Consent: You may withdraw this consent at any time by contacting us. Withdrawal will not affect the legal validity of electronic Communications previously delivered. Withdrawal of consent may result in termination of your Portal access, as electronic delivery is required for participation.

8. Sanctions Compliance and Prohibited Persons

You represent and warrant that:

• You are not, and are not acting on behalf of, any person or entity that is named on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Treasury Department's Office of Foreign Assets Control (“OFAC”), any other U.S. government sanctions list, or located, organized, or resident in a country or territory subject to comprehensive U.S. sanctions;
• No funds or assets used for investments accessed through the Portal are derived from, or will be used in, any activity prohibited by applicable sanctions laws;
• You will notify us immediately if any of the foregoing representations becomes untrue.

We reserve the right to block accounts, freeze assets, decline transactions, or take other actions as required to comply with applicable sanctions laws, without prior notice to you.

9. Use of Services

You agree to use our services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use our services in any way that violates applicable laws or regulations;
• Attempt to gain unauthorized access to any portion of our services;
• Interfere with or disrupt the integrity or performance of our services;
• Collect or harvest any information from our services without authorization;
• Impersonate or misrepresent your affiliation with any person or entity;
• Provide false or misleading information for the purpose of obtaining verification or access.

10. User Accounts

If you create an account with us, you are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

You agree to maintain a current, valid email address in your account profile and to notify us promptly of any changes. We are not responsible for Communications you do not receive because you failed to update your email address.

11. Intellectual Property

All content, features, and functionality on our websites and services, including but not limited to text, graphics, logos, icons, images, audio clips, software, and the compilation thereof, are the exclusive property of Undercurrent Holdings LLC and are protected by United States and international copyright, trademark, and other intellectual property laws.

12. Disclaimer of Warranties

OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. WE MAKE NO WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION PROVIDED THROUGH THE PORTAL.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDERCURRENT HOLDINGS LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES. OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM YOUR USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU PAID US, IF ANY, IN THE TWELVE MONTHS PRIOR TO THE CLAIM.

14. Indemnification

You agree to indemnify, defend, and hold harmless Undercurrent Holdings LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with your access to or use of our services, your violation of these Terms, or your violation of any rights of a third party.

15. Dispute Resolution

Informal Resolution: Before initiating formal proceedings, you agree to contact us at legal@undercurrentholdings.com to attempt informal resolution for at least 30 days.

Binding Arbitration: Any dispute arising from these Terms or your use of the Portal that cannot be resolved informally shall be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, except for claims within small claims court jurisdiction or claims for injunctive relief for intellectual property violations.

Arbitration Procedures: The arbitration shall be conducted by a single arbitrator. The arbitrator may award any relief available in court. The arbitration may be conducted by video conference. Each party shall bear their own attorneys' fees; filing fees shall be allocated as required by the JAMS rules.

Class Action Waiver: TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND UNDERCURRENT AGREE THAT ANY ARBITRATION OR COURT PROCEEDING SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. This waiver does not limit your right to file a complaint with the SEC, state securities regulators, or other government agencies.

Opt-Out Right: You may opt out of this arbitration provision by sending written notice to legal@undercurrentholdings.com within 30 days of accepting these Terms.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law provisions, except to the extent superseded by federal law, including federal securities laws.

If you are a resident of the European Economic Area, nothing in these Terms shall deprive you of the protection afforded by mandatory provisions of consumer protection laws in your country of residence, or your right to bring proceedings in your local courts.

17. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, pandemic or epidemic, war, terrorism, government actions, telecommunications or power failures, or cyberattacks despite reasonable security measures. Force majeure does not excuse payment obligations or relieve regulatory compliance requirements.

18. Severability and Survival

If any provision of these Terms is held to be invalid, illegal, or unenforceable, such holding shall not affect the validity of the remaining provisions. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

The following provisions survive termination of these Terms or your account: Limitation of Liability, Indemnification, Intellectual Property, Dispute Resolution, Governing Law, and any provisions that by their nature should survive.

19. Entire Agreement

These Terms, together with our Privacy Policy and any applicable Offering Documents, constitute the entire agreement between you and Undercurrent regarding the Portal and supersede all prior agreements, representations, and understandings. No waiver of any provision of these Terms shall be effective unless in writing. Failure to enforce any provision shall not constitute a waiver of that or any other provision.

20. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify users of any material changes by posting the new Terms on this page and updating the “Effective Date” above. For material changes affecting your rights under these Terms, we will provide at least 30 days' notice via email or through the Portal. Your continued use of our services after any such changes constitutes your acceptance of the new Terms.

21. Contact Information

If you have any questions about these Terms, please contact us at:

Undercurrent Holdings LLC
Email: legal@undercurrentholdings.com