Terms of Service

1. Introduction and Acceptance

1.1 Agreement to Terms

These Terms of Service (“Terms” or “Agreement”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Patagon Markets LLC, a Delaware limited liability company (“Patagon,” “Company,” “we,” “us,” or “our”), governing your access to and use of the Patagon Markets platform, website, mobile applications, and all related services (collectively, the “Platform” or “Services”).

By accessing or using the Platform, creating an account, or clicking “I Agree” or similar acceptance mechanism, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Platform.

1.2 Capacity

You represent and warrant that you have the legal capacity to enter into this Agreement. If you are accessing or using the Platform on behalf of an entity, you represent and warrant that you have the authority to bind such entity to these Terms.

1.3 Additional Agreements

Certain Services may be subject to additional terms, conditions, or agreements, including but not limited to subscription agreements, investment documents, banking agreements, and service-specific terms (“Additional Agreements”). In the event of a conflict between these Terms and any Additional Agreement, the Additional Agreement shall control with respect to the specific Service to which it applies.

1.4 Privacy Policy

Your use of the Platform is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the collection, use, and disclosure of your information as described in the Privacy Policy.

2. Eligibility and Access

2.1 General Eligibility

To use the Platform, you must: (a) be at least eighteen (18) years of age or, if greater, the age of majority in the jurisdiction(s) from which you access the Platform or utilize the Services; (b) not be prohibited from using the Services under applicable law; (c) not be located in, organized in, or a resident of any jurisdiction subject to comprehensive sanctions administered by (i) the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions; (ii) the European Union under its Common Foreign and Security Policy; (iii) His Majesty’s Treasury of the United Kingdom (“HMT”); (iv) the United Nations Security Council; (v) the Cayman Islands Monetary Authority (“CIMA”); (vi) the British Virgin Islands Financial Services Commission; (vii) the Guernsey Financial Services Commission; (viii) the Jersey Financial Services Commission; or (ix) any other applicable governmental authority (collectively, “Sanctions Authorities”), and not appear on any restricted or designated persons list maintained by any such Sanctions Authority, including OFAC’s Specially Designated Nationals and Blocked Persons List (“SDN List”), the EU Consolidated List, or the UK Sanctions List; and (d) not be a person or entity designated on any U.S. government prohibited or restricted party list.

2.2 Accreditation and Qualification Requirements

Certain Services, including but not limited to access to private securities offerings conducted pursuant to Rule 506(b) or Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), are available only to investors who meet applicable investor suitability, experience, and sophistication requirements as determined by Patagon in its sole and absolute discretion. Such requirements may include, among other things, qualifying as an “accredited investor” within the meaning of Rule 501 of Regulation D; a “qualified client” within the meaning of the U.S. Investment Advisers Act of 1940, as amended; and/or a “qualified purchaser” within the meaning of the rules promulgated under the U.S. Investment Company Act of 1940, as amended. You represent and warrant that any accreditation, qualification, or suitability status you claim is true, accurate, and complete.

For offerings conducted pursuant to Rule 506(c) of Regulation D, Patagon is required to take reasonable steps to verify your accredited investor status independent of any self-certification or representation. By accessing or expressing interest in any such offering, you agree to cooperate with Patagon’s verification procedures, which may include providing documentation such as tax returns, W-2s, bank or brokerage statements, credit reports, or written confirmation from a registered broker-dealer, SEC-registered investment adviser, licensed attorney, or certified public accountant, in each case as contemplated by Rule 506(c)(2)(ii) of Regulation D. Failure or refusal to provide requested verification documentation may result in your exclusion from the applicable offering. For the avoidance of doubt, no self-certification, representation, or warranty made by you hereunder shall be deemed to satisfy Patagon’s independent verification obligations under Rule 506(c).

2.3 Access Codes, Pre-Existing Relationships, and Restricted Access

Certain portions of the Platform, particularly those providing access to securities offerings conducted pursuant to Rule 506(b) of Regulation D, require the establishment of a substantive, pre-existing relationship with Patagon prior to access. You acknowledge that access codes are issued only after we have established such a relationship through direct interaction with you, which may include meetings, calls, correspondence, or other communications sufficient to evaluate your sophistication and suitability. Access codes are issued at our sole discretion and may be revoked at any time without notice or liability. The issuance of an access code does not guarantee access to any particular investment opportunity or Service. Access codes are personal to you and may not be shared, transferred, or disclosed to any third party. Any attempt to access restricted portions of the Platform without a properly issued access code or without having established the requisite pre-existing relationship is prohibited.

2.4 Non-U.S. Users

If you are located outside the United States, you are solely responsible for ensuring that your use of the Platform complies with all applicable laws in your jurisdiction. We make no representation that the Platform or any content, materials, or Services are appropriate or available for use outside the United States. Access to the Platform from jurisdictions where the content or Services are illegal is prohibited.

2.5 Verification and KYC/KYB

We reserve the right to require identity verification, “know your customer” (KYC), “know your business” (KYB), anti-money laundering (AML), accreditation verification, and other compliance checks at any time, including prior to and as a condition of any investment. You agree to provide all requested documentation and information promptly. We may refuse to provide Services to any person or entity that fails to complete required verification procedures to our satisfaction. We may also engage third-party service providers to perform these verification and compliance procedures, and you consent to such engagement. If your verification, accreditation, or compliance status is later determined to be inaccurate, invalid, or revoked, we reserve the right to cancel any pending investment and return funds, unwind completed transactions to the extent legally permissible, or take such other action as we deem appropriate in our sole discretion.

2.6 Right to Refuse Service

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders at our sole discretion, for any reason or no reason, without prior notice or liability.

3. Account Registration and Security

3.1 Account Creation

To access certain features of the Platform, you must create an account by providing accurate, current, and complete information as requested. You agree to maintain and promptly update your account information to keep it accurate, current, and complete.

3.2 Account Security

You are solely responsible for maintaining the confidentiality and security of your account credentials, including your password and any access codes. You agree to: (a) create a strong, unique password; (b) not share your credentials with any third party, except as expressly permitted herein; (c) immediately notify us of any unauthorized access to or use of your account; and (d) ensure that you log out of your account at the end of each session. We are not liable for any loss or damage arising from your failure to maintain the security of your account.

3.3 Authorized Users

For entity accounts, you may designate authorized users with varying levels of access and permissions as permitted by the Platform. Authorized users may, within the scope of their designated permissions, take actions that bind the entity, including making investment decisions, initiating transactions, and accessing account information. You represent that each authorized user has the legal authority to act on behalf of the entity within the scope of their designated permissions. You are responsible for all activities conducted by your authorized users and for ensuring that they comply with these Terms. The designation of authorized users and the permissions granted to them are at your sole discretion and risk. We are entitled to rely on actions taken by authorized users without further verification of their authority.

3.4 Account Activity

You are responsible for all activity that occurs under your account, whether or not you authorized such activity. We have no obligation to, except to the extent required by applicable law, but may, monitor account activity for suspicious or unauthorized use.

4. Platform Services

4.1 Overview

The Platform provides access to various financial services and features, which may include: (a) private securities investment opportunities; (b) banking services; (c) digital asset services; (d) payment services; (e) lending services; (f) secondary market transaction facilitation; (g) card services; and (h) informational and educational content. The availability of specific Services may vary based on your eligibility, jurisdiction, and other factors.

4.1.1 Service Availability and Evolution

Not all services described in these Terms may be available at any given time. Services may be introduced, modified, or discontinued at our sole discretion. The description of any Service in these Terms does not obligate us to make such Service available. We may launch new Services, features, or functionality at any time, which shall be subject to these Terms upon launch. Your use of any new Service constitutes acceptance of any applicable terms. We are under no obligation to provide notice before introducing new Services.

4.2 Private Securities Investment Services

4.2.1 Nature of Offerings

We may facilitate access to private securities offerings, including interests in special purpose vehicles (“SPVs”), funds, and direct investments in private companies. These offerings are conducted pursuant to exemptions from registration under the Securities Act, including but not limited to Rule 506(b) and Rule 506(c) of Regulation D.

4.2.2 SPV Structure

Investments facilitated through the Platform may be structured through SPVs organized as limited partnerships, limited liability companies, or other entities. Each SPV is governed by its own organizational documents, including limited partnership agreements or operating agreements, which set forth the rights, obligations, and economic terms applicable to investors.

By investing through an SPV, you agree to be bound by the applicable organizational documents.

4.2.3 General Partner / Manager Role

Each SPV is typically managed by a separate general partner or manager entity formed specifically for that investment (“Deal GP”). Patagon, its affiliates, or principals of Patagon may own, control, or be affiliated with such Deal GPs. The Deal GP has broad discretion over the management, operation, and investment decisions of the SPV, subject to the terms of the applicable organizational documents. You acknowledge that investing in an SPV creates a relationship with the applicable Deal GP, not with Patagon Markets LLC directly, except to the extent Patagon Markets LLC is the Deal GP for a particular investment.

4.2.4 Third-Party Offerings

We may also facilitate investments in SPVs or funds managed by third parties. In such cases, Patagon acts solely as a referral source or placement agent and has no control over the management or operation of such vehicles. You are solely responsible for conducting your own due diligence on any third-party offering.

4.2.5 No Offer of Securities; No Guarantee of Access

The Platform and the information included herein is for general information purposes only. Under no circumstances should any material on the Platform be used or considered as an offer to sell or a solicitation of an offer to buy any security or other financial product, including any interest in any investment fund or vehicle sponsored or managed by Patagon or any of its affiliates. Any such offer or solicitation can and will be made only by means of the applicable confidential offering memorandum, term sheet, or other offering documents, only in jurisdictions in which such an offer would be lawful, and only to individuals or entities that meet the applicable investor suitability and sophistication requirements as determined by Patagon in its sole and absolute discretion.

The display of any company or investment opportunity on the Platform does not constitute an offer to sell or a solicitation of an offer to buy any security. Many companies displayed may not have active offerings (“Inactive Listings”). Expressing interest in an Inactive Listing does not guarantee that an offering will become available or that you will be allocated any investment if an offering does become available. Allocation of investment opportunities is at our sole discretion.

4.2.6 Investment Risks

Private securities investments are speculative, illiquid, and involve a high degree of risk, including the potential loss of your entire investment. Past performance is not indicative of future results. You should only invest funds that you can afford to lose entirely.

4.3 Banking Services

4.3.1 Bank Partner

Banking services available through the Platform are provided by Erebor Bank, N.A., a nationally chartered bank and Member FDIC (“Bank Partner”), not by Patagon. When you open a bank account through the Platform, you become a customer of the Bank Partner directly. Patagon acts as a technology provider facilitating your access to the Bank Partner’s services.

4.3.2 Separate Agreement

Your use of banking services is governed by the Bank Partner’s account agreement, disclosures, and other applicable terms, which you must accept separately. In the event of any conflict between these Terms and the Bank Partner’s terms regarding banking services, the Bank Partner’s terms shall control.

4.3.3 FDIC Insurance

Deposits held at the Bank Partner may be eligible for FDIC insurance up to applicable limits. Patagon is not a bank and does not provide FDIC insurance.

4.3.4 Account Features

Banking services may include, without limitation: (a) deposit accounts; (b) wire transfer capabilities; (c) ACH transfers; (d) stablecoin (USDC) conversion and transfer capabilities; and (e) debit card services. The availability of specific features is determined by the Bank Partner and may be subject to additional terms, fees, and limitations.

4.3.5 Yield and Interest

Deposit accounts may earn interest or yield at rates determined by the Bank Partner.

We reserve the right, in our sole discretion, to retain any or all interest or yield generated on your deposits. We may, at our sole discretion, elect to pass through some or all of such interest or yield to you, but we are under no obligation to do so and may change our practices at any time without notice.

4.3.6 Payment Authorization

You may authorize us to initiate debits from your bank account for purposes including, without limitation, funding investments, paying fees, and settling transactions. Such authorization shall remain in effect until revoked by you in writing. You agree that we may rely on any authorization given in connection with the Platform without further verification.

4.3.7 Continuity of Banking Relationship

In the event of termination of your relationship with Patagon or discontinuation of the Platform, your banking relationship with the Bank Partner may continue directly with the Bank Partner, subject to the Bank Partner’s terms and policies.

4.4 Card Services

4.4.1 Card Issuer

Debit cards, whether virtual or physical, made available through the Platform are issued by a third-party card issuer or the Bank Partner pursuant to a license from applicable payment networks. Patagon is not the issuer of any cards.

4.4.2 Card Terms

Your use of any card is subject to the applicable cardholder agreement and terms provided by the card issuer. You agree to comply with all such terms and any applicable payment network rules.

4.4.3 Card Availability

Card services may not be available in all jurisdictions or to all users. We reserve the right to limit, suspend, or terminate card services at any time.

4.5 Digital Asset Services

4.5.1 Scope

We may provide services enabling you to purchase, hold, and sell certain digital assets (“Crypto Assets”) through the Platform. The specific Crypto Assets available are determined by us in our sole discretion and may change at any time.

4.5.2 Custody

Crypto Assets purchased through the Platform are held in custody by Coinbase Custody Trust Company, LLC or an affiliate (“Crypto Custodian”), a qualified custodian. Patagon does not take custody of your Crypto Assets. You acknowledge that Crypto Assets held by the Crypto Custodian are subject to the Crypto Custodian’s terms and conditions.

4.5.3 Principal Transactions

When you purchase or sell Crypto Assets through the Platform, you are transacting directly with Patagon as principal. We quote prices for Crypto Assets and, if you accept, we buy from or sell to you from our own inventory or working capital.

We are not acting as your agent or broker for Crypto Asset transactions. Prices quoted may include a spread or markup above our cost basis, which constitutes compensation to us.

4.5.4 Pricing

Prices for Crypto Assets are quoted at our sole discretion and may be based on, but are not guaranteed to match, prices on third-party exchanges or market data sources. We do not guarantee best execution or any particular price. You acknowledge that prices may differ from prices available on other platforms.

4.5.5 Lending and Yield

We reserve the right, in our sole discretion and without notice, to lend Crypto Assets held on your behalf to third parties, including the Crypto Custodian or its affiliates, for the purpose of generating yield or for other purposes. Any yield generated from such lending may be retained by us in whole or in part, or may be passed through to you in whole or in part, at our sole discretion. We are under no obligation to pass through any yield and may change our practices at any time.

4.5.6 Not Securities; No FDIC/SIPC

Crypto Assets are not securities, bank deposits, or investment contracts. Crypto Assets are not insured by the Federal Deposit Insurance Corporation (FDIC), the Securities Investor Protection Corporation (SIPC), or any other governmental or quasi-governmental agency. The value of Crypto Assets is highly volatile and may decline to zero.

4.5.7 Crypto Risks

Crypto Assets are highly speculative and involve substantial risks, including the risk of total loss. Risks include, without limitation: price volatility; regulatory uncertainty; cybersecurity risks; technology risks; liquidity risks; and risks associated with blockchain technology. You should only allocate funds to Crypto Assets that you can afford to lose entirely.

4.6 Lending Services

4.6.1 Lender

Loans against private securities positions or other collateral may be made available through the Platform. Such loans are provided by the Bank Partner or other third-party lenders, not by Patagon. Patagon acts solely as a technology provider and referral source.

4.6.2 Loan Terms

Each loan is subject to its own loan agreement, promissory note, security agreement, and other documentation provided by the lender. Loan-to-value ratios, interest rates, repayment terms, and other conditions are determined by the lender in its sole discretion and may vary based on the collateral, borrower, market conditions, and other factors.

4.6.3 Collateral Risks

If you borrow against private securities or other assets, you risk losing your collateral if you fail to meet your loan obligations. Private securities used as collateral may be illiquid and difficult to value, which may result in margin calls or forced liquidation at unfavorable terms.

4.7 Secondary Market Services

4.7.1 Marketplace Functionality

The Platform may provide functionality enabling users to indicate interest in buying or selling interests in SPVs or other private securities (“Secondary Transactions”). We may display bids, asks, or indications of interest submitted by users.

4.7.2 Facilitation Role

We facilitate Secondary Transactions by providing technology and administrative services. We do not guarantee that any Secondary Transaction will be completed. All Secondary Transactions are subject to applicable transfer restrictions, organizational document provisions, approval requirements, and securities laws.

4.7.3 No Exchange

The Platform is not a securities exchange, alternative trading system, or broker-dealer. We do not match orders, provide execution services, or hold ourselves out as a market maker for any security.

4.7.4 Transfer Restrictions

Interests in SPVs and other private securities are typically subject to transfer restrictions, including restrictions under applicable securities laws and the organizational documents governing such interests. You are solely responsible for ensuring that any transfer complies with all applicable restrictions.

4.8 Peer-to-Peer Payment Services

4.8.1 Functionality

The Platform may enable you to send payments to other users through your bank account. Such payments are processed through the Bank Partner’s systems.

4.8.2 Irrevocability

Once a payment is initiated, it may not be reversible. You are solely responsible for verifying the recipient and amount before initiating any payment.

4.8.3 No Liability

We are not liable for payments sent to incorrect recipients, unauthorized payments (except to the extent caused by our gross negligence or willful misconduct), or any other payment errors.

4.9 Portfolio Dashboard and Documentation

The Platform may provide access to view your investment holdings, account balances, transaction history, and related documentation, including organizational documents, subscription agreements, investor communications, and tax documents. While we endeavor to keep such information current and accurate, you are solely responsible for maintaining your own records. We do not guarantee the accuracy, completeness, or timeliness of information displayed on the Platform.

4.10 Wishlist, Interest Indications, and Company Requests

You may indicate interest in companies or investment opportunities through wishlists or similar features. You may also request that we consider offering access to specific companies or investment opportunities. Such indications and requests are for informational purposes only and do not constitute a commitment to invest, a reservation of any allocation, or any other binding obligation on either party. We are under no obligation to act on any request or to make any company or opportunity available. We may use such indications and requests to inform our business decisions, including decisions about which offerings to pursue.

4.11 Educational and Informational Content

4.11.1 Nature of Content

The Platform may provide investment memos, research, theses, news, and other informational content. Such content is provided for informational and educational purposes only and does not constitute investment advice, financial advice, tax advice, legal advice, or any other form of professional advice.

4.11.2 No Recommendation

The inclusion of any company, asset, or investment opportunity on the Platform or in any content does not constitute a recommendation to buy, sell, or hold any security or asset. You are solely responsible for making your own investment decisions.

5. Fees and Charges

5.1 General

We may charge fees for Services provided through the Platform, including but not limited to: management fees, carried interest, transaction fees, payment processing fees, wire fees, card fees, foreign exchange fees, spread or markup on Crypto Asset transactions, and other fees. Applicable fees will be disclosed to you prior to your use of the applicable Service, except where market-based pricing (such as spreads on Crypto Assets) applies.

5.2 SPV Fees

SPVs may charge management fees, performance fees (carried interest), organizational expenses, and other fees and expenses as set forth in the applicable organizational documents. Such fees are separate from and in addition to any fees charged by Patagon for Platform services.

5.3 Banking and Payment Fees

The Bank Partner and payment processors may charge fees for banking services, including wire transfer fees, ACH fees, insufficient funds fees, and other fees as disclosed in the Bank Partner’s fee schedule.

5.4 Changes to Fees

We may change our fees at any time upon notice to you. Your continued use of the Platform after notice of a fee change constitutes acceptance of the new fees.

5.5 Third-Party Fees

You are responsible for any fees charged by third parties in connection with your use of the Platform, including but not limited to fees charged by your bank, payment network fees, and telecommunications charges.

5.6 Taxes

You are solely responsible for determining and paying any taxes applicable to your use of the Platform and any transactions conducted through the Platform. We do not provide tax advice and make no representations regarding the tax treatment of any investment or transaction.

5.7 Currency

All transactions on the Platform are denominated in United States Dollars (USD) unless otherwise specified. We may also accept payments in USDC or other stablecoins at our discretion. Conversion rates between USD and stablecoins, if applicable, are determined by us and may include a spread. We are not responsible for fluctuations in the value of any stablecoin or cryptocurrency.

5.8 Negative Balances

If your bank account has a negative balance for any reason (including failed transfers, reversed transactions, chargebacks, or returned items), such a negative balance is governed by the Bank Partner’s terms and policies. You remain responsible for any amounts owed. We may suspend your access to the Platform until any negative balance is resolved.

6. Tax Matters

6.1 Tax Documents

Investments in SPVs are typically treated as partnerships for U.S. federal income tax purposes. You will receive Schedule K-1 or other applicable tax documents reflecting your share of income, deductions, gains, losses, and credits. K-1s are typically issued after the end of the calendar year and may be delayed.

We do not guarantee any specific timing for delivery of tax documents and shall not be liable for any penalties, interest, or other costs incurred by you as a result of delayed tax reporting.

6.2 Tax Withholding

We or the Bank Partner may be required to withhold taxes on certain payments or transactions. You agree to provide all information and documentation required for us to comply with applicable tax withholding and reporting requirements, including but not limited to IRS Forms W-9, W-8BEN, or W-8BEN-E.

6.3 No Tax Advice

Nothing on the Platform or in these Terms constitutes tax advice. You should consult your own tax advisor regarding the tax consequences of any investment or transaction.

7. User Conduct and Obligations

7.1 Compliance with Laws

You agree to comply with all applicable laws, regulations, and rules in connection with your use of the Platform, including but not limited to securities laws, banking regulations, anti-money laundering laws, and sanctions requirements.

7.2 Prohibited Conduct

You agree not to: (a) use the Platform for any unlawful purpose; (b) violate any applicable law or regulation; (c) infringe or misappropriate the intellectual property rights of any party; (d) transmit any viruses, malware, or other harmful code; (e) attempt to gain unauthorized access to any portion of the Platform or any other systems or networks; (f) interfere with or disrupt the Platform or servers or networks connected to the Platform; (g) use any robot, spider, scraper, or other automated means to access the Platform; (h) circumvent any access controls or security measures; (i) impersonate any person or entity or misrepresent your affiliation with any person or entity; (j) engage in any activity that could harm Patagon, its users, or third parties; (k) use the Platform to send spam or unsolicited communications; (l) manipulate or attempt to manipulate the price or market for any security or asset; (m) engage in any fraudulent, deceptive, or manipulative conduct; (n) access or use the Platform for competitive intelligence, benchmarking, or to develop a competing product or service; or (o) access the Platform if you are employed by, affiliated with, or acting on behalf of a competitor of Patagon.

7.3 Competitor Restriction

You represent that you are not, and will not become during your use of the Platform, an employee, officer, director, owner, or agent of any entity that competes with Patagon in providing private securities investment platforms, secondary market platforms, or substantially similar services. We reserve the right to immediately terminate your account if we determine, in our sole discretion, that you are affiliated with a competitor. Any information obtained from the Platform by a competitor or competitor affiliate shall be deemed misappropriated, and Patagon reserves all rights and remedies at law and in equity.

7.4 Accurate Information

You agree to provide accurate, current, and complete information in connection with your use of the Platform and to update such information as necessary to maintain its accuracy.

7.5 Investment Representations

In connection with any investment made through the Platform, you represent and warrant that: (a) you are investing for your own account (or for an account for which you have authority); (b) you meet all applicable eligibility and accreditation requirements; (c) you have received, read, and understood all applicable offering documents; (d) you have had the opportunity to ask questions and receive answers; (e) you can bear the economic risk of the investment, including a total loss; and (f) the investment is suitable for you in light of your financial situation and investment objectives.

7.6 Usage Monitoring

We reserve the right, but have no obligation, to access, archive, monitor, and record any use of the Platform, including your communications to and through the Platform. By using the Platform, you consent to such monitoring. Our monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which we monitor usage, enforce these Terms, or fail to enforce these Terms. You should not access the Platform through devices or services designed to provide high-speed, automated, or repeated access unless approved by us. You are responsible for configuring your browser cache settings to ensure you are receiving the most current data.

8. Intellectual Property

8.1 Patagon’s Intellectual Property

All content, materials, features, and functionality on the Platform, including but not limited to text, graphics, logos, icons, images, audio, video, software, data compilations, investment memos, research, theses, and the design, selection, and arrangement thereof (collectively, “Platform Content”), are owned by Patagon, its licensors, or other providers and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

8.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view Platform Content solely for your personal, non-commercial use in connection with your use of the Platform. This license does not include any right to: (a) copy, reproduce, distribute, publish, display, perform, or create derivative works of Platform Content; (b) use Platform Content for any commercial purpose; (c) remove any copyright, trademark, or other proprietary notices; (d) transfer or assign your rights under this license; or (e) use any data mining, robots, or similar data gathering or extraction methods.

8.3 Confidentiality

Investment memos, research, theses, deal terms, and other non-public information provided through the Platform (“Confidential Information”) are proprietary and confidential. You agree to maintain the confidentiality of all Confidential Information and not to disclose, distribute, reproduce, or use any Confidential Information except for your own evaluation of potential investments. This confidentiality obligation survives termination of these Terms.

8.4 Feedback

If you provide any suggestions, ideas, feedback, or recommendations regarding the Platform (“Feedback”), you hereby assign to us all rights in such Feedback and agree that we may use, disclose, and exploit such Feedback without restriction or compensation to you.

8.5 Trademarks

“Patagon,” “Patagon Markets,” and related logos and marks are trademarks of Patagon. You may not use our trademarks without our prior written consent.

9. Disclaimers

9.1 No Investment Advice

Patagon is not a registered investment adviser, broker-dealer, or financial planner. Nothing on the Platform constitutes investment advice, financial advice, trading advice, or any other form of advice. The Platform provides information only. You are solely responsible for your own investment decisions and should consult with qualified professionals before making any investment.

9.2 No Recommendations

The inclusion of any company, security, asset, or investment opportunity on the Platform does not constitute a recommendation to buy, sell, or hold such security or asset. We do not endorse or recommend any particular investment.

9.3 Forward-Looking Statements

The Platform may contain forward-looking statements, projections, estimates, and other speculative information. Such statements are inherently uncertain and may not be realized. Actual results may differ materially from any projections or estimates.

9.4 Third-Party and Portfolio Company Information

The Platform may contain information from third-party sources, including information about private companies, their financials, valuations, prospects, and operations. We do not independently verify any information about portfolio companies or investment opportunities.

Information displayed on the Platform may be outdated, incomplete, inaccurate, or based on unverified sources. We do not endorse or guarantee the accuracy, completeness, reliability, or timeliness of any information. You rely on any information on the Platform entirely at your own risk. You are solely responsible for conducting your own due diligence on any company or investment opportunity before investing. We are not responsible for any errors, omissions, or misrepresentations in any information, whether provided by us, by portfolio companies, or by third parties. Any graphs, charts, projections, or other visual aids are provided for informational purposes only and cannot be used to make investment decisions.

9.5 Third-Party Links

The Platform may contain links to third-party websites, applications, or resources. We have not reviewed all linked websites and are not responsible for the content, privacy practices, or availability of any off-site pages or third-party resources. Links are provided for convenience only and do not constitute an endorsement by Patagon. Your use of any third-party links or resources is at your own risk.

9.6 Materials to be Reviewed in Entirety

All materials on the Platform, including investment summaries, term sheets, and offering descriptions, are meant to be reviewed in their entirety, including any footnotes, disclaimers, restrictions, disclosures, and proprietary notices. Summaries of investment terms do not purport to be complete. The applicable offering documents should be read in their entirety prior to any investment. Any disclaimers or disclosures apply to partial materials in the same manner as to complete documents.

9.7 Platform Availability

The Platform is provided “as is” and “as available” without warranties of any kind, whether express, implied, statutory, or otherwise. We disclaim all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, and those arising from course of dealing or usage of trade. We do not warrant that the Platform will be uninterrupted, error-free, secure, or free of viruses or other harmful components. By using the Platform, you may be subject to security and privacy risks including eavesdropping, hacking, and other security hazards. We assume no responsibility for viruses that may infect your computer or other property on account of your use of the Platform.

9.8 No Guarantee of Returns

We do not guarantee any investment returns or outcomes. Investments may lose value, including the entire principal amount. Past performance of any investment vehicle or underlying portfolio company is not necessarily indicative of future results. There is the possibility of loss and all investment involves risk including the loss of principal.

9.9 Conflicts of Interest

You acknowledge that Patagon, its affiliates, principals, employees, and related parties may have interests that conflict with your interests. Conflicts may arise from, among other things: (a) Patagon or affiliates serving as general partner, manager, or in similar capacities for SPVs in which you invest, entitling them to management fees, carried interest, or other compensation; (b) Patagon receiving fees, commissions, or other compensation from third parties in connection with investments offered through the Platform; (c) Patagon or affiliates investing in the same opportunities available to you, potentially on different terms; (d) Patagon allocating investment opportunities among investors in its sole discretion; (e) Patagon providing services to multiple SPVs and investors with potentially competing interests; (f) principals or employees of Patagon having personal investments in portfolio companies or related entities; and (g) Patagon’s interest in maximizing its fees potentially conflicting with your interest in minimizing costs. We attempt to manage conflicts through disclosure and by acting in accordance with applicable law, but we do not guarantee that all conflicts will be eliminated or that our interests will always align with yours. You should carefully consider these conflicts before investing.

9.10 Regulatory Status

Patagon Markets LLC is not a registered broker-dealer, investment adviser, bank, money transmitter, or other regulated financial institution.

We do not provide broker-dealer services, investment advisory services, or banking services directly. We operate under applicable exemptions from registration and licensing requirements, including but not limited to exemptions available to issuers of securities, technology platform operators, and persons engaged in limited activities that do not require registration. Banking services accessible through the Platform are provided solely by the Bank Partner, a nationally chartered bank. Crypto custody services are provided solely by the Crypto Custodian, a qualified custodian. Card services are provided by third-party card issuers. We act as a technology provider facilitating access to these services. With respect to securities transactions facilitated through the Platform, Patagon relies on exemptions from broker-dealer registration, including exemptions available to issuers, platforms operating under applicable no-action relief, and other available exemptions. We do not receive transaction-based compensation for securities transactions except as permitted under applicable exemptions. The availability and scope of these exemptions may change, and we reserve the right to modify our services and fee structures as necessary to comply with applicable law.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, in no event shall Patagon, its affiliates, or their respective directors, officers, employees, agents, licensors, or service providers (collectively, “Patagon Parties”) be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, goodwill, use, data, or other intangible losses, arising out of or in connection with these Terms or your use of or inability to use the Platform, regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

10.2 Cap on Liability

To the maximum extent permitted by applicable law, the total liability of the Patagon Parties for all claims arising out of or in connection with these Terms or your use of the Platform shall not exceed the greater of: (a) the total fees paid by you to Patagon in the twelve (12) months preceding the claim; or (b) one hundred dollars ($100).

10.3 Basis of the Bargain

You acknowledge that the limitations of liability in this section reflect a reasonable allocation of risk and are a fundamental part of the basis of the bargain between you and Patagon. Patagon would not provide the Platform without these limitations.

10.4 Essential Purpose

The limitations in this section shall apply even if any limited remedy fails of its essential purpose.

10.5 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the liability of the Patagon Parties shall be limited to the maximum extent permitted by law.

11. Indemnification

11.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless the Patagon Parties from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with: (a) your use of the Platform; (b) your breach of these Terms or any Additional Agreement; (c) your violation of any law, regulation, or rule; (d) your violation of the rights of any third party, including intellectual property rights; (e) any content or information you submit or transmit through the Platform; (f) your investments or transactions; (g) any tax liability arising from your use of the Platform or investments; (h) your negligence, fraud, or willful misconduct; or (i) any dispute between you and any third party.

11.2 Procedure

We will notify you promptly of any claim for which indemnification is sought. You shall not settle any claim without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

11.3 Survival

Your indemnification obligations shall survive termination of these Terms.

12. Dispute Resolution and Arbitration

12.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at support@patagonmarkets.com to attempt to resolve the dispute informally. We will attempt to resolve the dispute by contacting you via email. If the dispute is not resolved within thirty (30) days, either party may proceed to arbitration as set forth below.

12.2 Binding Arbitration

Except as set forth below, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, and not by a court or jury.

12.3 Arbitration Procedures

The arbitration shall be conducted by a single arbitrator. The seat of arbitration shall be Wilmington, Delaware. The arbitration shall be conducted in English. The arbitrator shall apply Delaware law consistent with the Federal Arbitration Act. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

The non-prevailing party shall pay all arbitration fees, costs, and reasonable attorneys’ fees incurred by the prevailing party, unless the arbitrator determines that such allocation would be unjust under the circumstances.

12.4 Class Action Waiver

You and Patagon agree that each 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, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class or representative proceeding.

12.5 Exceptions

Notwithstanding the foregoing, either party may: (a) bring an individual action in small claims court if the claim qualifies; (b) seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights; or (c) bring claims that cannot be arbitrated as a matter of law.

12.6 Opt-Out

You may opt out of this arbitration provision by sending written notice to Patagon Markets LLC, 169 Madison Ave #38068, New York, NY 10016-5101, within thirty (30) days of first accepting these Terms. Your notice must include your name, address, email address, and a clear statement that you wish to opt out of arbitration. If you opt out, you and Patagon agree to submit to the exclusive jurisdiction of the courts of the State of Delaware.

12.7 Survival

This arbitration provision shall survive termination of these Terms.

13. Governing Law and Jurisdiction

13.1 Governing Law

These Terms and any dispute arising out of or in connection with these Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

13.2 Jurisdiction

Subject to Section 12 (Arbitration), you agree that any action or proceeding arising out of or in connection with these Terms shall be brought exclusively in the state or federal courts located in Wilmington, Delaware, and you hereby consent to the personal jurisdiction of such courts.

14. Electronic Communications and Signatures

14.1 Consent to Electronic Communications

By using the Platform, you consent to receive all communications from us electronically, including but not limited to: account statements, confirmations, disclosures, notices, agreements, and other communications. Electronic communications may be provided via email, through the Platform, or by other electronic means. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

14.2 Electronic Signatures

You agree that your electronic acceptance of these Terms and any other agreements, consents, or authorizations provided through the Platform constitutes your signature and is legally binding and enforceable.

14.3 Paper Copies

You may request paper copies of any electronic communication by contacting us. Standard fees may apply.

14.4 Updating Contact Information

You agree to maintain a valid email address and to promptly update your contact information to ensure receipt of electronic communications.

14.5 SMS and Text Message Consent

By providing your mobile phone number, you expressly consent to receive text messages (SMS and MMS) from Patagon at that number for purposes including, but not limited to: account verification, two-factor authentication, security alerts, transaction confirmations, account notifications, and promotional or marketing messages. Message and data rates may apply. Message frequency varies. You may opt out of promotional messages at any time by replying STOP or by updating your communication preferences in your account settings; however, you may not opt out of transactional or security-related messages while maintaining an active account. Consent to receive text messages is not a condition of purchasing any goods or services. We may use an automatic telephone dialing system or prerecorded voice to deliver messages. Your carrier is not liable for delayed or undelivered messages.

14.6 Biometric Data Consent

If you choose to enable biometric authentication features (such as fingerprint recognition or facial recognition) on the Platform or mobile application, you consent to our collection, storage, and use of your biometric data solely for the purpose of authenticating your identity and securing access to your account. Biometric data will be stored securely and will not be sold, leased, or otherwise disclosed to third parties except as required by law. You may disable biometric authentication at any time through your device or account settings, in which case we will delete the associated biometric data. By enabling biometric features, you represent that you have the authority to consent on behalf of any individual whose biometric data may be collected.

Illinois Residents (BIPA Disclosure):If you are an Illinois resident, the following additional disclosures apply pursuant to the Illinois Biometric Information Privacy Act (BIPA): We collect biometric identifiers and biometric information (collectively, “biometric data”) when you enable fingerprint or facial recognition features. Purpose: Biometric data is collected solely to authenticate your identity and secure your account. Disclosure: We do not sell, lease, trade, or otherwise profit from your biometric data. We do not disclose biometric data to third parties except as required by law or with your consent. Retention: Biometric data is retained only for as long as necessary to fulfill the authentication purpose, or until you disable biometric features, whichever occurs first. Upon disabling biometric features or account termination, biometric data will be permanently destroyed within a commercially reasonable time, but no later than three (3) years. Consent: By enabling biometric features, you acknowledge that you have been informed of and consent to our collection, storage, and use of your biometric data as described herein.

14.7 Withdrawal of Consent

You may withdraw your consent to receive electronic communications by contacting us. However, withdrawal of consent may result in termination of your account and access to certain Services.

15. Termination

15.1 Termination by You

You may terminate your account at any time by contacting us. Termination does not relieve you of any obligations incurred prior to termination, including any investment commitments, outstanding balances, or fees owed.

15.2 Termination by Us

We may suspend or terminate your account and access to the Platform at any time, for any reason or no reason, with or without notice. Reasons for termination may include, without limitation: breach of these Terms; failure to pay fees; suspected fraud or illegal activity; failure to complete verification; extended inactivity; affiliation with a competitor; or discontinuation of Services.

15.3 Inactive Accounts

If your account has no login activity, transactions, or other meaningful engagement for a period of twelve (12) months or more, we may, in our sole discretion, designate your account as dormant and may close such account upon thirty (30) days’ notice to your last known email address. Prior to closure, we will make reasonable efforts to allow you to withdraw any funds or transfer any assets. This provision does not affect your ongoing obligations as an investor in any SPV or other investment vehicle.

15.4 Effect of Termination

Upon termination: (a) your right to access and use the Platform immediately ceases; (b) you remain responsible for any outstanding obligations; (c) any provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 8 (Intellectual Property), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 12 (Dispute Resolution), and 13 (Governing Law); (d) we may retain your data as required by law or for legitimate business purposes.

15.5 Investments Upon Termination

Termination of your account does not automatically liquidate or terminate your investments in SPVs or other securities. Such investments remain subject to their respective organizational documents and applicable law. You remain responsible for any ongoing obligations as an investor.

15.6 Banking Upon Termination

If you hold a bank account through the Bank Partner, your banking relationship may continue directly with the Bank Partner following termination of your Patagon account, subject to the Bank Partner’s terms.

15.7 Death or Incapacity

In the event of your death or legal incapacity, your account will be handled in accordance with applicable law and standard estate procedures. We may require documentation including death certificates, letters testamentary, court orders, or other legal instruments before taking action on the account or releasing information to executors, administrators, or legal representatives. Your investments in SPVs remain subject to their respective organizational documents, which may contain specific provisions regarding transfer upon death. We are not responsible for any delays or consequences arising from the estate administration process.

16. Modifications

16.1 Changes to Terms

We reserve the right to modify these Terms at any time in our sole discretion, effective immediately upon posting. We will post the revised Terms on the Platform and update the “Last Updated” date. We may, but are not required to, provide additional notice via email or through the Platform.

It is your responsibility to check these Terms periodically for changes.

16.2 Acceptance of Changes

Your continued use of the Platform after any modification constitutes your acceptance of the modified Terms, effective as of the date of posting. If you do not agree to the modified Terms, you must immediately stop using the Platform and terminate your account.

16.3 Changes to Services

We reserve the right to modify, suspend, or discontinue any Service or feature at any time, with or without notice, and without liability to you.

17. Mobile Application

17.1 Mobile App License

If you access the Platform through a mobile application (“App”), we grant you a limited, non-exclusive, non-transferable, revocable license to download and use the App on a device that you own or control, solely for your personal use in connection with the Platform. This license does not allow you to distribute, modify, or create derivative works of the App.

17.2 App Store Terms

Your use of the App is also subject to the terms and conditions of the applicable app store (e.g., Apple App Store, Google Play Store). In the event of any conflict between these Terms and the app store terms, these Terms shall control as between you and Patagon.

17.3 Updates

We may release updates to the App from time to time. You agree to install all updates promptly. We may require you to update to the latest version to continue using the App. Failure to update may result in reduced functionality or inability to access certain features.

17.4 Device Requirements

You are responsible for obtaining and maintaining compatible devices and internet connectivity necessary to use the App. We are not responsible for any issues arising from incompatible devices, operating systems, or connectivity.

18. Miscellaneous

18.1 Entire Agreement

These Terms, together with any Additional Agreements, constitute the entire agreement between you and Patagon regarding the subject matter hereof and supersede all prior or contemporaneous agreements, representations, and understandings.

18.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.

18.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Patagon.

18.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign or transfer these Terms without restriction. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

18.5 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights, except that the Bank Partner, Crypto Custodian, and other service providers are intended third-party beneficiaries of applicable provisions.

18.6 Force Majeure

We shall not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, government actions, pandemics, natural disasters, power failures, internet outages, or disruptions to financial markets.

18.7 Relationship of Parties

Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between you and Patagon.

18.8 Headings

The headings in these Terms are for convenience only and shall not affect interpretation.

18.9 Construction

These Terms shall not be construed against Patagon by virtue of having drafted them.

18.10 Notices

All notices to Patagon shall be sent to 169 Madison Ave #38068, New York, NY 10016-5101 or support@patagonmarkets.com. Notices to you may be sent to the email address or physical address associated with your account and shall be deemed received upon sending (for email) or three (3) business days after mailing (for physical mail).

18.11 Rewards, Referral, and Promotional Programs

We may offer rewards, points, referral bonuses, promotional programs, affiliate programs, or similar incentives from time to time. Any such programs are subject to their own terms and conditions, which we may modify or terminate at any time without notice. Rewards and referral bonuses have no cash value unless expressly stated, may not be transferred or sold, and may be forfeited upon account termination or violation of these Terms. We reserve the right to withhold, revoke, or claw back any rewards or bonuses if we determine, in our sole discretion, that they were obtained through fraud, abuse, or violation of program terms. Participation in any referral or promotional program does not create any employment, agency, or partnership relationship with Patagon.

19. Contact Information

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