Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of the website at mktchemistry.com (the "Site") and any services offered by Market Chemistry LLC ("Market Chemistry," "we," "us," or "our"), a limited liability company registered in the State of Texas.

By accessing or using the Site or engaging Market Chemistry for services, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not use the Site or engage our services.

We reserve the right to modify these Terms at any time. Changes will be posted to this page with a revised effective date. Your continued use of the Site or our services after any modification constitutes acceptance of the updated Terms.

2. Description of Services

Market Chemistry provides fundraising advisory and marketing services to early-stage and growth-stage businesses, including but not limited to:

• —Investor Experience Design: end-to-end fundraising system design and operational management
• —Investor outreach and relationship curation using our proprietary investor database
• —Pitch deck development and narrative architecture
• —Crowdfunding campaign support under Regulation CF, Regulation D 506(c), and Regulation A+
• —Strategic support for Seed through Series B fundraising rounds

The specific scope, deliverables, fees, and timeline for any engagement are set forth in a separate written agreement executed between Market Chemistry and the client. In the event of a conflict between these Terms and an executed client agreement, the client agreement controls.

3. Not Securities Advice or Brokerage

Market Chemistry LLC is not registered as a securities broker-dealer or investment adviser with the U.S. Securities and Exchange Commission (SEC), any state securities authority, or any other regulatory body.

Nothing on this Site or in our services constitutes:

• —Securities brokerage or dealer services
• —Investment advisory services as defined under the Investment Advisers Act of 1940
• —An offer or solicitation to sell or buy any security
• —Tax, accounting, or legal advice
• —An endorsement, recommendation, or sponsorship of any company, security, or investment fund

Our services are limited to marketing, communications strategy, investor relations operations, and related advisory functions. We do not negotiate the terms of securities offerings, hold client funds or securities, or execute trades.

4. No Guarantee of Results

Market Chemistry makes no representation, warranty, or guarantee that use of our services will result in a successful capital raise, investor introduction, signed term sheet, or closed financing transaction of any kind.

Past results achieved by Market Chemistry clients, including any dollar figures referenced on the Site, are presented for illustrative purposes only and are not necessarily indicative of future results. Each fundraising outcome depends on a wide range of factors outside our control, including market conditions, investor sentiment, the client's business fundamentals, regulatory developments, and macroeconomic factors.

You acknowledge that financial investing involves substantial risk, including the potential loss of principal, and that you bear sole responsibility for any investment decisions you make.

5. Client Eligibility and Obligations

Our services are available to businesses operating in the United States and Canada. By engaging Market Chemistry, you represent and warrant that:

• —You have the legal authority to enter into a binding agreement on behalf of your company
• —All information you provide to us is accurate, complete, and not misleading
• —Your use of our services and any fundraising activities conducted with our assistance comply with all applicable laws and regulations, including applicable securities laws
• —You will promptly notify us of any material changes to information previously provided
• —You have obtained, or will obtain, all necessary regulatory approvals prior to conducting any securities offering

6. Intellectual Property

All content on the Site, including text, graphics, logos, images, audio clips, data compilations, and software, is the property of Market Chemistry LLC or its content suppliers and is protected by U.S. and international copyright, trademark, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable license to access and view the Site for your personal, non-commercial use. You may not reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, republish, download, store, or transmit any materials from the Site without our prior written consent.

Deliverables created by Market Chemistry for a client pursuant to an executed client agreement are governed by the intellectual property terms set forth in that agreement.

7. Confidentiality

Each party acknowledges that in the course of an engagement, it may receive confidential information belonging to the other party. Each party agrees to: (i) hold such information in strict confidence; (ii) use it solely for purposes of the engagement; and (iii) not disclose it to third parties without prior written consent, except as required by law.

Confidentiality obligations survive the termination of any engagement for a period of three (3) years, unless a separate client agreement specifies otherwise.

8. Payment Terms

Fees for services are set forth in the applicable client agreement. Unless otherwise agreed in writing:

• —Invoices are due within 15 days of issuance
• —Late payments accrue interest at 1.5% per month (or the maximum permitted by law, whichever is less)
• —Market Chemistry reserves the right to suspend services for accounts more than 30 days past due
• —All fees are non-refundable unless expressly stated in the client agreement

9. Disclaimer of Warranties

THE SITE AND ALL CONTENT, INFORMATION, AND SERVICES PROVIDED BY MARKET CHEMISTRY ARE OFFERED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MARKET CHEMISTRY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MARKET CHEMISTRY DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MARKET CHEMISTRY LLC, ITS MEMBERS, MANAGERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR OUR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL MARKET CHEMISTRY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO MARKET CHEMISTRY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain types of damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

11. Indemnification

You agree to defend, indemnify, and hold harmless Market Chemistry LLC and its members, managers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your use of the Site or our services; (ii) your violation of these Terms; (iii) any inaccuracy in information you provided to us; (iv) your violation of any applicable law or regulation; or (v) infringement by you of any third-party intellectual property or other rights.

12. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or our services shall be subject to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas, and you hereby consent to personal jurisdiction in such courts.

13. Dispute Resolution

Before initiating any formal legal proceeding, you agree to contact Market Chemistry at hello@mktchemistry.com to attempt to resolve the dispute informally. The parties agree to negotiate in good faith for a period of 30 days following written notice of a dispute before commencing any litigation or arbitration.

Any disputes not resolved through informal negotiation may, at Market Chemistry's election, be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in Austin, Texas.

14. Prohibited Uses

You agree not to use the Site or our services to:

• —Violate any applicable law, regulation, or third-party rights
• —Transmit any false, misleading, fraudulent, or harmful information
• —Attempt to gain unauthorized access to any portion of the Site or its related systems
• —Scrape, harvest, or systematically extract data from the Site without our written consent
• —Conduct or facilitate any unregistered securities offering in violation of applicable law

15. Termination

We reserve the right to suspend or terminate your access to the Site and our services, without notice or liability, for any reason, including breach of these Terms. Upon termination, all licenses granted to you under these Terms will immediately cease. Sections 3, 4, 6, 7, 9, 10, 11, 12, and 13 shall survive termination of these Terms.

16. General Provisions

• Entire Agreement. These Terms, together with our Privacy Policy and any executed client agreement, constitute the entire agreement between you and Market Chemistry with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings.
• Severability. If any provision of these Terms is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
• Waiver. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
• No Third-Party Beneficiaries. These Terms do not confer any rights or remedies upon any third party.
• Assignment. You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.

17. Contact Us

Questions about these Terms should be directed to: