Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and PipelineRoad, Inc. ("PipelineRoad," "we," "us," or "our") governing your access to and use of the website located at pipelineroad.com and all related services, tools, features, and functionality (collectively, the "Service").

By accessing or using the Service, creating an account, or clicking "I Agree" (or a similar acknowledgment), you agree to be bound by these Terms, our Privacy Policy, and our Broker-Dealer Registration Disclosure, each of which is incorporated herein by reference. If you do not agree to all of these Terms, you must not access or use the Service.

If you are accessing or using the Service on behalf of a company, fund, partnership, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "your" refer to both you individually and the entity you represent.

2. Eligibility

The Service is available only to individuals and entities that meet the following criteria:

• You must be at least 18 years of age.
• You must be an authorized representative of a fund, investment management company, general partnership, limited partnership, limited liability company, or other legal entity engaged in or preparing for capital raising activities.
• You must have the legal capacity and authority to enter into these Terms.
• You must not be prohibited from using the Service under the laws of your jurisdiction.
• You must not have been previously suspended or removed from the Service by PipelineRoad.

By using the Service, you represent and warrant that you meet all eligibility requirements. PipelineRoad reserves the right to verify your eligibility at any time and to refuse or terminate access if these requirements are not met.

3. Account Registration and Security

3.1 Account Creation

To access certain features of the Service, you must create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information as requested during the registration process.
• Maintain and promptly update your account information to keep it accurate, current, and complete.
• Maintain the security and confidentiality of your login credentials, including your password.
• Not share your account credentials with any third party.
• Immediately notify PipelineRoad of any unauthorized use of your account or any other breach of security at trust@pipelineroad.com.

3.2 Account Responsibility

You are solely responsible for all activity that occurs under your account, whether or not you authorized such activity. PipelineRoad is not liable for any loss or damage arising from your failure to maintain the confidentiality of your account credentials. You may be held liable for losses incurred by PipelineRoad or any other user due to unauthorized use of your account resulting from your failure to safeguard your credentials.

3.3 Account Access by Authorized Users

You may authorize employees, contractors, or agents of your entity to access the Service under your account. You are responsible for ensuring that all authorized users comply with these Terms and you remain liable for their actions and omissions while using the Service.

4. Description of Service

4.1 Overview

PipelineRoad provides AI-powered capital raising tools and managed outreach services designed for fund managers (general partners) seeking to raise capital from institutional investors (limited partners). The Service includes, but is not limited to:

• Investor Matching: AI-driven matching of fund profiles with institutional investor prospects based on investment strategy, fund size, geography, sector focus, and other criteria.
• Data Aggregation: Aggregation and organization of publicly available institutional investor information from 30+ data sources, including SEC filings, pension fund disclosures, foundation reports, and public regulatory filings.
• Managed Outreach: Execution and management of investor outreach campaigns, including email sequencing, follow-up scheduling, and response tracking.
• Campaign Analytics: Performance reporting on outreach campaigns, including open rates, response rates, meeting conversions, and pipeline tracking.
• Fundraising Intelligence: Market research, investor allocation data, benchmarking, and strategic insights to inform capital raising strategy.
• AI-Powered Personalization: Automated personalization of outreach communications based on investor profiles, preferences, and historical engagement data.

4.2 Service Modifications

PipelineRoad reserves the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice. We will use commercially reasonable efforts to provide advance notice of material changes. PipelineRoad is not liable to you or any third party for any modification, suspension, or discontinuation of the Service.

4.3 Service Availability

We strive to maintain high availability of the Service but do not guarantee uninterrupted access. The Service may be subject to planned maintenance, unplanned outages, or degradation due to factors beyond our reasonable control.

5. Subscription and Payment Terms

5.1 Subscription Plans

The Service is provided on a subscription basis. Current pricing, plan details, and features are described on our website or in a separately executed order form or service agreement. PipelineRoad reserves the right to change subscription pricing upon 30 days' written notice prior to the start of a new billing period.

5.2 Billing and Payment

• Subscription fees are billed in advance on a monthly or annual basis, as specified in your plan or order form.
• You authorize PipelineRoad to charge the payment method on file for all applicable fees.
• All fees are stated in U.S. dollars unless otherwise specified.
• Fees are exclusive of all taxes, levies, and duties imposed by taxing authorities. You are responsible for all applicable taxes, except for taxes based on PipelineRoad's net income.

5.3 Success Fees

Certain subscription plans may include a success fee component based on capital commitments received from investors introduced or contacted through the Service, as specified in your order form or service agreement. Success fees, where applicable, are calculated and invoiced according to the terms specified in the applicable order form. For clarity, success fees are service fees for use of the platform and managed outreach services, and do not constitute transaction-based compensation for the sale of securities or broker-dealer activity.

5.4 Auto-Renewal

Subscriptions automatically renew for successive periods of the same duration as the initial subscription term unless you cancel before the end of the then-current billing period. You may cancel auto-renewal through your account settings or by contacting us at trust@pipelineroad.com.

5.5 Refund Policy

All fees are non-refundable except as expressly set forth herein or as required by applicable law. No refunds or credits will be provided for partial months of service, downgrade of subscription tier, or unused features within a billing period. If PipelineRoad terminates your account without cause during a paid subscription period, we will provide a pro-rata refund for the unused portion of the then-current billing period.

5.6 Late Payment

If any payment is past due, PipelineRoad may suspend or restrict your access to the Service until payment is received. Overdue amounts may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower). You are responsible for all costs of collection, including reasonable attorneys' fees, incurred by PipelineRoad in collecting overdue amounts.

6. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to, and not to permit any third party to:

6.1 General Prohibitions

• Use the Service for any purpose that is unlawful or prohibited by these Terms.
• Use the Service in violation of any applicable local, state, national, or international law or regulation, including securities laws, anti-spam laws (such as CAN-SPAM, CASL, and GDPR), and anti-fraud statutes.
• Use the Service to send unsolicited commercial messages in violation of applicable anti-spam legislation.
• Misrepresent your identity, fund, or affiliation with any entity.
• Provide false, misleading, or inaccurate information about your fund, its performance, strategy, or terms to investors or to PipelineRoad.
• Use the Service to engage in or facilitate securities fraud, market manipulation, or any other form of financial misconduct.

6.2 Technical Prohibitions

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying technology of the Service.
• Attempt to gain unauthorized access to any part of the Service, other users' accounts, or any systems or networks connected to the Service.
• Use automated tools, bots, scrapers, or crawlers to access the Service except as expressly permitted in writing.
• Interfere with, disrupt, or place an unreasonable burden on the Service or the infrastructure supporting the Service.
• Introduce viruses, worms, trojan horses, or other malicious code into the Service.
• Circumvent, disable, or interfere with any security-related features of the Service.
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Service.

6.3 Data and Content Prohibitions

• Scrape, harvest, or collect data from the Service, including investor data, for purposes not authorized by PipelineRoad.
• Redistribute, resell, sublicense, or make available investor data obtained through the Service to any third party without PipelineRoad's prior written consent.
• Use investor data from the Service to build or contribute to a competing database, product, or service.
• Upload or transmit content that infringes upon the intellectual property rights of any third party.
• Upload or transmit content that is defamatory, obscene, threatening, harassing, or otherwise objectionable.

6.4 Enforcement

PipelineRoad reserves the right to investigate and take appropriate action against any suspected violation of this Acceptable Use Policy, including without limitation, suspending or terminating your access to the Service, removing prohibited content, and reporting suspected violations to law enforcement authorities.

7. User Content and Data

7.1 Ownership

You retain all ownership rights in the content, data, and materials you submit, upload, or provide to the Service ("User Content"), including fund information, pitch materials, outreach templates, and communications. Nothing in these Terms transfers ownership of your User Content to PipelineRoad.

7.2 License to PipelineRoad

By submitting User Content to the Service, you grant PipelineRoad a non-exclusive, worldwide, royalty-free, sublicensable (solely to our service providers and contractors) license to use, process, store, reproduce, modify, and display your User Content solely to the extent necessary to provide, maintain, and improve the Service. This license continues for the duration of your use of the Service and for a reasonable period thereafter to fulfill our obligations under these Terms.

7.3 Aggregated and De-Identified Data

PipelineRoad may create aggregated, anonymized, or de-identified data derived from your use of the Service ("Aggregated Data"). PipelineRoad owns all Aggregated Data and may use it for any lawful business purpose, including benchmarking, analytics, research, and product improvement, provided that such data cannot reasonably be used to identify you or your fund.

7.4 User Content Representations

You represent and warrant that: (a) you own or have the necessary rights and permissions to submit your User Content; (b) your User Content does not infringe upon the intellectual property, privacy, or other rights of any third party; (c) your User Content is accurate and not misleading; and (d) your User Content does not violate any applicable law or regulation.

7.5 Data Portability

Upon written request and subject to Section 16 (Termination), PipelineRoad will provide you with an export of your User Content in a commonly used, machine-readable format within 30 days of your request.

8. Intellectual Property

8.1 PipelineRoad Ownership

The Service, including all software, algorithms, AI models, machine learning systems, databases, investor data compilations, user interfaces, designs, text, graphics, logos, trademarks, service marks, trade names, and all other content and materials provided by PipelineRoad (collectively, "PipelineRoad IP"), are the exclusive property of PipelineRoad and its licensors and are protected by U.S. and international intellectual property laws, including copyright, trademark, patent, and trade secret laws.

8.2 Limited License

Subject to your compliance with these Terms, PipelineRoad grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes during the term of your subscription. This license does not include the right to:

• Modify, adapt, or create derivative works based on the Service or PipelineRoad IP.
• Copy, distribute, sell, resell, sublicense, or lease any part of the Service.
• Use PipelineRoad IP for any purpose other than as expressly permitted by these Terms.
• Frame, mirror, or replicate any portion of the Service on any other server or internet-based device.

8.3 Feedback

If you provide PipelineRoad with suggestions, ideas, feedback, or recommendations regarding the Service ("Feedback"), you grant PipelineRoad an irrevocable, perpetual, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Service without any obligation, compensation, or attribution to you.

9. Confidentiality

9.1 Definition

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with these Terms or the Service, whether disclosed orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to:

• Your Confidential Information: Fund strategy, investment thesis, track record, performance data, fund terms, investor lists, pipeline data, pitch materials, proprietary methodologies, and any other non-public fund or business information you provide to PipelineRoad.
• PipelineRoad's Confidential Information: AI algorithms, matching models, data processing methodologies, pricing structures, product roadmaps, investor databases (to the extent comprising proprietary compilations), business strategies, and any other non-public information of PipelineRoad.

9.2 Obligations

The Receiving Party agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein; (c) use Confidential Information solely for the purposes of performing obligations or exercising rights under these Terms; and (d) protect Confidential Information with at least the same degree of care used to protect its own confidential information, and in no event less than reasonable care.

9.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

9.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, court order, or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonably cooperates with the Disclosing Party's efforts to seek protective treatment of such information.

9.5 Duration

Confidentiality obligations under this section survive for 3 years after termination or expiration of these Terms, or for as long as the information remains confidential, whichever is longer.

10. Regulatory Disclaimers

10.1 Not a Broker-Dealer

PipelineRoad is not a registered broker-dealer under the Securities Exchange Act of 1934, as amended, or under any state securities laws. PipelineRoad does not engage in the business of effecting transactions in securities for the account of others. The Service is a technology platform that provides software tools, data aggregation, and managed outreach services. PipelineRoad does not participate in negotiations regarding the terms of any securities offering, does not handle or transmit funds or securities, and does not receive transaction-based compensation contingent upon the sale or purchase of securities.

10.2 Not an Investment Adviser

PipelineRoad is not a registered investment adviser under the Investment Advisers Act of 1940, as amended, or under any state investment adviser registration laws. PipelineRoad does not provide investment advice, recommendations regarding the purchase or sale of securities, or any advice as to the value of securities or the advisability of investing in, purchasing, or selling any securities. Any data, analytics, or reports provided through the Service are for informational and research purposes only and do not constitute investment advice.

10.3 Not a Placement Agent

PipelineRoad does not act as a placement agent, finder, or intermediary in connection with the offer, sale, or purchase of securities. PipelineRoad does not solicit investors on behalf of fund managers, does not recommend that any investor invest in any fund, and does not negotiate the terms of any investment. Fund managers are solely responsible for their own capital raising activities and compliance with applicable securities laws.

10.4 No Fiduciary Relationship

Nothing in these Terms or through your use of the Service creates a fiduciary, advisory, agency, partnership, joint venture, or employment relationship between PipelineRoad and you. PipelineRoad does not owe you any fiduciary duties.

10.5 User Regulatory Responsibilities

You acknowledge and agree that you are solely responsible for compliance with all applicable laws and regulations in connection with your capital raising activities, including but not limited to:

• Securities Act of 1933, as amended (including Regulation D, Rule 506(b), and Rule 506(c)).
• Securities Exchange Act of 1934, as amended.
• Investment Company Act of 1940, as amended.
• Investment Advisers Act of 1940, as amended.
• Form D filing requirements with the SEC.
• State blue sky laws and state notice filing requirements.
• Anti-fraud provisions under federal and state securities laws.
• Accredited investor verification requirements.
• Anti-money laundering (AML) and know-your-customer (KYC) requirements.
• CAN-SPAM Act, CASL, GDPR, and other applicable communication and data privacy regulations.

11. No Guarantee of Fundraising Outcomes

PipelineRoad does not guarantee any specific results, outcomes, or performance related to your capital raising activities. Without limitation:

• We do not guarantee that you will receive investor meetings, commitments, or capital allocations.
• We do not guarantee the accuracy, completeness, or timeliness of investor data in our database.
• We do not guarantee that our AI matching or outreach recommendations will be suitable for your fund.
• Past performance of the Service for other users is not indicative of future results.
• The success of capital raising depends on numerous factors beyond PipelineRoad's control, including market conditions, fund strategy, track record, investor preferences, and macroeconomic factors.

You acknowledge that the use of the Service is at your own risk and that fundraising outcomes are inherently uncertain.

12. Third-Party Services and Links

The Service may integrate with, link to, or rely upon third-party services, websites, APIs, or platforms ("Third-Party Services"). PipelineRoad does not control, endorse, or assume responsibility for Third-Party Services. Your use of Third-Party Services is subject to those third parties' terms and privacy policies. PipelineRoad is not liable for any loss or damage caused by your reliance on or use of Third-Party Services.

13. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. PIPELINEROAD EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
• ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
• ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
• ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR CURRENCY OF ANY INFORMATION, DATA, OR CONTENT PROVIDED THROUGH THE SERVICE, INCLUDING INVESTOR DATA.
• ANY WARRANTY REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE.
• ANY WARRANTY THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.

NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PIPELINEROAD OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

14. Limitation of Liability

14.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PIPELINEROAD, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER PIPELINEROAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PIPELINEROAD'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO PIPELINEROAD DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3 Basis of the Bargain

You acknowledge that PipelineRoad has set its prices and entered into these Terms in reliance upon the disclaimers and limitations of liability set forth herein, and that the same form an essential basis of the bargain between the parties. The limitations of liability in this Section 14 shall apply even if any limited remedy fails of its essential purpose.

14.4 Exceptions

Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited or excluded by applicable law; or (d) PipelineRoad's obligations under Section 9 (Confidentiality).

15. Indemnification

You agree to indemnify, defend, and hold harmless PipelineRoad, its affiliates, and their respective officers, directors, employees, agents, licensors, and service providers (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees and investigation costs) arising out of or relating to:

• Your access to or use of the Service.
• Your User Content or any information you provide to PipelineRoad.
• Your violation of these Terms.
• Your violation of any applicable law, regulation, or third-party right, including securities laws, privacy laws, and intellectual property rights.
• Your capital raising activities, including any claims by investors, regulatory authorities, or other third parties.
• Any dispute between you and any investor, co-investor, or other third party.
• Your negligence, willful misconduct, or misrepresentation.

PipelineRoad reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without PipelineRoad's prior written consent.

16. Termination

16.1 Termination by You

You may terminate your account and cease using the Service at any time by providing written notice to PipelineRoad at trust@pipelineroad.com. Termination does not entitle you to a refund of any prepaid fees for the current billing period except as set forth in Section 5.5.

16.2 Termination by PipelineRoad

PipelineRoad may suspend or terminate your access to the Service, in whole or in part, at any time and for any reason, including without limitation:

• Breach of these Terms or any applicable law.
• Fraudulent, abusive, or illegal activity.
• Non-payment of fees.
• Extended inactivity.
• Conduct that PipelineRoad reasonably believes is harmful to other users, PipelineRoad, or third parties.
• Discontinuation of the Service or any part thereof.

PipelineRoad will use commercially reasonable efforts to provide notice prior to termination, except where immediate termination is necessary to prevent harm, comply with legal obligations, or address security concerns.

16.3 Effect of Termination

Upon termination:

• Your right to access and use the Service immediately ceases.
• PipelineRoad may delete your account and associated data after a 30-day grace period, subject to our data retention obligations under our Privacy Policy and applicable law.
• You may request an export of your User Content within 30 days of termination by contacting trust@pipelineroad.com.
• Any outstanding payment obligations, including fees accrued prior to termination and any applicable success fees, survive termination.
• Sections 7 (User Content, to the extent of existing licenses), 8 (Intellectual Property), 9 (Confidentiality), 10 (Regulatory Disclaimers), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Indemnification), 17 (Governing Law), 18 (Dispute Resolution), and 20 (General Provisions) survive termination.

17. Governing Law

These Terms and any disputes arising out of or relating to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law principles. To the extent that arbitration is not required under Section 18, you consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware.

18. Dispute Resolution

18.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact PipelineRoad at trust@pipelineroad.com and attempt to resolve the dispute informally for at least 30 days. Most disputes can be resolved without the formality and expense of arbitration or litigation.

18.2 Binding Arbitration

If we are unable to resolve a dispute informally, you and PipelineRoad agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (including the enforceability, scope, or validity of this arbitration agreement) shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator selected in accordance with AAA rules. The arbitration shall take place in Wilmington, Delaware, or, at the election of either party, by video conference. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

18.3 Class Action Waiver

YOU AND PIPELINEROAD AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID.

18.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or to prevent irreparable harm pending the outcome of arbitration.

19. Force Majeure

PipelineRoad shall not be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from causes beyond PipelineRoad's reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, fire, flood, earthquake, war, terrorism, civil unrest, labor disputes, government actions or orders, embargoes, sanctions, power outages, internet or telecommunications failures, cyberattacks, or third-party service provider failures. PipelineRoad will use commercially reasonable efforts to mitigate the effects of any force majeure event and to resume performance as soon as practicable.

20. General Provisions

20.1 Entire Agreement

These Terms, together with the Privacy Policy, Broker-Dealer Registration Disclosure, and any executed order forms or service agreements, constitute the entire agreement between you and PipelineRoad regarding the Service and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between you and PipelineRoad regarding the subject matter hereof.

20.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms without affecting the validity and enforceability of the remaining provisions.

20.3 Waiver

The failure of PipelineRoad to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by PipelineRoad.

20.4 Assignment

You may not assign or transfer these Terms, or any rights or obligations hereunder, in whole or in part, without PipelineRoad's prior written consent. PipelineRoad may assign these Terms, in whole or in part, without restriction and without notice to you. Any purported assignment in violation of this section is void. These Terms are binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

20.5 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; or (c) sent by nationally recognized overnight courier to the applicable party's address on file. PipelineRoad may also provide notices through the Service interface or via the email address associated with your account.

20.6 No Third-Party Beneficiaries

These Terms are for the sole benefit of PipelineRoad and you and do not create any third-party beneficiary rights.

20.7 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

20.8 Relationship of the Parties

The relationship between PipelineRoad and you is that of independent contractors. Nothing in these Terms shall be construed to create an agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship between the parties.

21. Contact

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

• Email: trust@pipelineroad.com
• Company: PipelineRoad, Inc.

Effective Date: March 2, 2026