Site Terms and Conditions

Praxos Capital Management LLC (“Praxos,” “we,” “us,” or “our”) runs https://www.praxoscapital.com and at https://www.praxos.com (the “Site”). These Terms of Use (the “Terms”) are a binding agreement between you and Praxos and govern your access to and use of the Site. By visiting or using the Site, you agree to these Terms. If you do not agree, do not use or access the Site.

All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Site in any way, together with each of your heirs, assigns, and successors. If you use the Site on behalf of an entity or another individual, you represent and warrant that you have authority to bind that entity or individual; your acceptance of these Terms will be deemed the entity’s or individual’s acceptance; and “you” and “your” refer to that entity and its directors, officers, employees, and agents.

Who May Use the Site

You may access and use the Site only if you can form a legally binding contract under applicable law. By accessing or using the Site, you represent and warrant that you meet this eligibility requirement.

Site Ownership and Content

The Site includes proprietary content, information, and materials protected by intellectual property and other laws, including copyright. All content, related intellectual property, and other rights are the exclusive property of Praxos, its affiliates, and/or its licensors, unless Praxos expressly grants them to another. Subject to your full and ongoing compliance with these Terms, Praxos grants you a limited, nonexclusive, nontransferable, revocable license to access and use the Site for personal use. You may also discuss information you learn from the Site with your financial, legal, or tax advisors, and with others involved in your investment decisions. We reserve all rights not expressly granted to you in these Terms.

The Site (including, without limitation, text, photographs, graphics, video, audio content, and computer code) is protected by copyright as a collective work or compilation under the laws of the United States and other countries. All individual articles, photographs, graphics, video, audio, and other elements that make up the Site are also copyrighted works. All copyrights in the Site are owned by us or our thirdparty licensors to the extent permitted under the United States Copyright Act and applicable international copyright laws.

All rights in product names, company names, trade names, logos, service marks, trade dress, slogans, product packaging, and designs on the Site—whether or not shown in large print or with a trademark symbol—belong exclusively to Praxos, its affiliates, and/or its licensors, and are protected from reproduction, imitation, dilution, and confusing or misleading use under U.S. and international trademark and copyright laws. Any use or misuse of these trademarks or other materials, except as permitted here, is prohibited. Nothing on the Site grants, by implication or otherwise, any license or right under any patent or trademark of Praxos, its affiliates, or any third party.

Except where Praxos expressly authorizes in writing, you may not reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works from, transmit, or otherwise exploit any part of the Site. You may print copies of any accessible portion of the Site only for your personal use.

Feedback and Suggestions

By sending us any feedback, comments, questions, or suggestions about Praxos, the Site, or any services we may provide (collectively, “Feedback”), you represent and warrant that: (a) you have the right to disclose the Feedback; (b) the Feedback does not violate the rights of any other person or entity; and (c) the Feedback does not contain any third party’s confidential or proprietary information. By sending Feedback, you also (i) agree that we owe no confidentiality obligations, express or implied, regarding the Feedback; (ii) acknowledge we may already be considering or developing something similar; (iii) grant us an irrevocable, nonexclusive, royaltyfree, perpetual, worldwide license to use, modify, prepare derivative works from, publish, distribute, and sublicense the Feedback; and (iv) irrevocably waive, and cause to be waived, as against Praxos and its agents, employees, or directors, any claims and assertions of any moral rights contained in such Feedback. This Feedback section survives any termination of these Terms or the Site.

Privacy

Information we collect through the Site is subject to the Praxos Privacy Policy, as updated from time to time and available on the Site, which is incorporated into these Terms by reference.

Acceptable Use and Prohibited Activities

When using the Site, you must comply with all applicable laws, rules, and regulations.

In addition to other prohibitions in these Terms or posted on the Site, you agree not to do any of the following:

• distribute, publish, copy, rent, lease, sublicense, assign, transmit, sell, or otherwise transfer any part of the Site, including any Site content, unless Praxos expressly permits it in writing;
• disassemble, reverse engineer, modify, translate, alter, replicate, or decompile any portion of the Site, or otherwise attempt to discover the Site’s source code;
• adapt, modify, translate, or create derivative works based on the Site;
• probe, bypass, disable, or interfere with security or authenticationrelated features;
• access or collect data from the Site using automated means, or attempt to access data you are not authorized to access;
• use the Site, or encourage others to use the Site, to create, collect, transmit, store, use, or process any data that violates law or infringes, violates, or misappropriates the intellectual property, privacy, publicity, moral, or other rights of any third party;
• use the Site, or help someone else use the Site, in any unlawful, misleading, discriminatory, harassing, or fraudulent manner;
• make unreasonable requests of or place undue burdens on our systems or resources; attempt to disrupt or overwhelm our infrastructure; or interfere with any other user’s access to the Site;
• use the Site to conduct unlawful or fraudulent activities, send unsolicited communications or spam, or post or link to malicious content intended to disrupt another individual’s browser or computer;
• resell or make any commercial use of Site content without our prior written consent, including using the Site to build a similar or competing website, product, or service;
• remove any copyright, trademark, or other proprietary notice or legend contained on (or printed from) the Site;
• post, publish, broadcast, commercially exploit, or otherwise use Praxos's logo or trademark for any purpose;
• use the Site in any manner not expressly permitted by these Terms; or
• attempt to accomplish indirectly anything prohibited above.

We may, but do not have to, monitor and record activity on the Site and respond as we deem appropriate. We may do so for any reason or no reason. We may investigate complaints or reported policy violations; report suspected unlawful activity to regulators, law enforcement, or others we consider appropriate; issue warnings; suspend or terminate use of the Site; deny access to all or part of the Site; or take any other action we deem appropriate.

We reserve the right to modify, update, change, suspend, or discontinue any aspect of the Site or its features and functionality at any time, with or without notice, in our sole discretion, and we will not be liable to you or any third party for any such modification, suspension, or discontinuation. We also reserve all rights and remedies available to us, including, without limitation, suspending or disabling your ability to access the Site for violations of these or other provisions in the Terms.

Important Disclaimers

Liability Limits

Links and ThirdParty Services

The Site may include links to or access from content, websites, services, or systems provided by third parties, including portfolio companies in investments managed by Praxos. Praxos does not endorse any thirdparty content, websites, services, or systems, and does not guarantee their quality, accuracy, reliability, completeness, currency, timeliness, noninfringement, merchantability, or fitness for any purpose. Thirdparty content, websites, services, or systems are not controlled by Praxos. If you choose to access any of them, you do so entirely at your own risk. Your interactions with such third parties are governed by those third parties’ own terms of service, privacy policies, and similar terms.

Changes to or Suspension of the Site

We may, at any time and without notice, modify, edit, remove, suspend, or discontinue the Site (or any portion of it) and/or the information, materials, products, and/or services available through Praxos (in whole or in part). You agree that we will not be liable to you or to any third party if we do so.

Indemnification and Release

You are responsible for how you use the Site, and you agree to release, defend, indemnify, and hold harmless Praxos and its officers, directors, employees, contractors, consultants, affiliates, investors, service providers, business partners, subsidiaries, and agents from and against all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs) arising out of or in any way connected to: (i) your violation of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (ii) your violation of any thirdparty right, including any intellectual property right or any right of publicity, confidentiality, property, or privacy; or (iii) any dispute or issue between you and any third party arising from your access to the Site.

Praxos may, at our own expense, assume the exclusive defense and control of any matter subject to indemnification by you (without limiting your indemnification obligations), and you agree to cooperate with our defense. If you initially assume the defense or settlement, Praxos may later elect to take over control of the defense and settlement. You may not settle any claim without Praxos’s prior written consent.

You further release Praxos, and its officers, employees, agents, and successors, from any and all claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the Site. If you are a California resident, you waive California Civil Code Section 1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

If you are not a California resident, you waive any rights under any statute or commonlaw principle similar to Section 1542 that applies in your jurisdiction of residence.

Changes to These Terms

We may update or modify these Terms at any time without prior notice, and unless stated otherwise, any changes take effect immediately when posted on the Site. Your continued use of the Site after any change means you agree to the updated Terms.

General Terms

Entire Agreement. These Terms (together with the Praxos Privacy Policy, available via the Privacy Policy link on the Site and as updated from time to time, and any other legal documents, policies, terms, or agreements that govern the Site) make up the entire agreement between you and Praxos regarding the Site and supersede all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, about the subject matter of these Terms.

Assignment. You may not assign or transfer these Terms or any of your rights under them, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms, in whole or in part, at any time to any entity without notice to you or your consent. Any attempted assignment by you in violation of this section is void.

No Waiver. Our failure at any time to require performance of any provision of these Terms or to exercise any right hereunder will not be a waiver of that provision or right. All waivers must be in writing. Unless a written waiver expressly states otherwise, no waiver by Praxos of any breach of any provision of these Terms or of any right hereunder will be deemed a waiver of any continuing or subsequent breach of that provision, a waiver of the provision itself, or a waiver of any other right.

Severability. If any provision of these Terms is found invalid or unenforceable, that provision will be struck, and the remaining provisions will be enforced to the fullest extent permitted by law.

Governing Law and Venue. These Terms are governed by the laws of the State of Delaware, without regard to conflictoflaw principles. You and Praxos agree to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware.

No Agency. No joint venture, partnership, employment, or agency relationship exists between you, Praxos, or any third-party provider as a result of these Terms or your use of the Site.