Privacy & Terms of Use

Welcome to the website of Overlay Capital at overlaycapital.com (the “Website”). This website is maintained by Overlay Managed Services, L.L.C. for and on behalf of itself and its affiliated entities (collectively, “Overlay Capital”, “Overlay Group”, “Overlay Managed Ventures”, “we”, “us” or “our”). By using the Website and any content, materials or information available on or through this Website (collectively, the “Materials”), you agree to be bound by the “Terms of Use” set forth below. If you do not agree to the Terms of Use you may not access the Website.

We may update the content on this Website from time to time, but its content is not necessarily complete, accurate, error-free or current. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material. In addition, you should not interpret this Website or in any Materials as presenting (i) an unbiased or comprehensive description of Overlay Capital, its investments or underlying assets and companies, (ii) investment or tax advice or (iii) an offer to purchase or sell any security, investment product or investment advice.

THE WEBSITE AND THE MATERIALS ARE PROVIDED "AS IS" AND ARE NOT SUBJECT TO ANY EXPRESS OR IMPLIED WARRANTIES OF ANY TYPE.

Trademark(s)

“OVERLAY CAPITAL”, the Overlay Capital logo and all related names, logos, product and service names, designs and slogans are trademarks of Overlay Capital or its affiliates or licensors. All other company names and logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners. You must not use any trademarks, trade names or service marks contained on this Website without the prior written permission of their respective owners.

The Materials contain content, such as software, text, graphics, images, video, audio and other information (collectively, “Content”). No Content may be copied, reproduced, modified, republished, uploaded, posted, transmitted, reprinted or distributed in any way without the express prior written permission of Overlay Capital, except that you may download or print a limited number of copies of the Material for your personal, noncommercial, home use only, provided you keep intact all copyright and other proprietary notices.

Restrictions on Use

The Website and the Materials are owned by Overlay Capital and its licensors. Nothing on this Website grants any license with regard to the design or content of the Website. Overlay Capital and its licensors reserve all rights not granted in the Terms of Use. You may use the Website and the Materials only for your own personal information. No other use is permitted without our prior written consent. You further agree that you will not:

• use our Website and the Materials for any illegal, unlawful, or unauthorized purpose, or to solicit others to perform or participate in any unlawful acts

• upload or transmit viruses, worms, or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website and the Materials or of any related website or the Internet

• attempt to or actually disable, overburden, damage, impair, or override the Website or interfere with other party’s use of the Website, including any security components

• misrepresent your identity or affiliation in any way (including, without limitation, by using email addresses or usernames associated any other natural person that is not you). You represent that you are at least the age of majority in your jurisdiction of residence, or that you are the age of majority in your jurisdiction of residence and you have given us your consent to allow any of your minor dependents to use the Website and the Materials.

As is customary in the venture capital and private equity industries, we may use language on the Website or in the Materials that suggests that “Overlay Capital” is a single entity. You are advised that no such single entity exists; rather, Overlay Managed Services, L.L.C. and its various affiliated entities each maintain a separate legal existence. In addition, as is customary in the venture capital and private equity industries, we may identify certain individuals as “general partners” on the Website or in the Materials. You should not interpret this to mean that such individuals are actually General Partners of any particular Overlay Capital entity or able to bind any particular Overlay Capital entity.

Correspondence with Overlay Capital

Absent a written non-disclosure and confidentiality agreement (an “NDA”), Overlay Capital accepts no obligations of confidentiality with regard to any materials submitted to it, either through the Website, via email or otherwise (including any unsolicited business plans). Therefore, you are advised that, unless we have signed an NDA, Overlay Capital will consider any information that you provide to us to be non-confidential and non-proprietary, and will have no duties to you with respect to such information.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page periodically so you are aware of any changes, as they are binding on you.

Limitation of Liability

To the greatest extent possible under applicable law, NEITHER OVERLAY CAPITAL, ITS AFFILIATES, NOR ITS OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR MANAGERS SHALL HAVE ANY LIABILITY BASED ON YOUR USE OR RELIANCE ON THE WEBSITE OR THE MATERIALS.

You agree to indemnify, defend and hold harmless Overlay Capital and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Use or the documents they incorporate by reference, or your violation of any law or the rights of a third party.

General Provisions

If any provision of these Terms of Use is, for any reason, held to be invalid or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect. All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto, shall be governed by and construed in accordance with the internal laws of the State of Georgia, without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction).

Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THIS SECTION REQUIRES YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

If you believe you have a dispute or claim against us arising out of your use of the Website or under these Terms, you agree to first discuss the matter informally with us for at least thirty (30) days. To do that, you must give us written notice, which will include your full name and contact information, the nature and basis giving rise to your dispute or claim and your proposed resolution, sent to the address below.

If you are located in, are based in, have offices in, or do business in a jurisdiction in which this section is enforceable, you understand and agree that any dispute, claim, or controversy arising under or in connection with these Terms, including your use and access to the Website or any other content, including, but not limited to, claims as to whether any services rendered by Overlay Capital or persons employed or engaged by Overlay Capital were unnecessary or unauthorized or were improperly, negligently, or incompetently rendered, shall be finally and exclusively resolved by binding arbitration under the American Arbitration Association’s (“AAA”) Commercial Arbitration Rules and Mediation Procedures and Consumer-Related Disputes Supplementary Procedures, and not by a lawsuit or resort to court process, except as Georgia law provides for judicial review of arbitration proceedings.

YOU ACKNOWLEDGE AND AGREE THAT BOTH PARTIES TO THE TERMS WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. The parties further agree that the arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this agreement to arbitrate. Any such controversy or claim shall be arbitrated on an individual basis, unless both parties otherwise agree in writing. The arbitration shall be held in Fulton County, Georgia, U.S.A.

If for any reason a claim proceeds in court rather than arbitration, each party waives any right to a jury trial. You agree to the personal jurisdiction by and venue in the state courts of Fulton County in the State of Georgia or a United States District Court, and waive any objection to such jurisdiction or venue.

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