Terms & Conditions

1. Nature and Scope of Platform

The Platform comprises:

• A public website with general information about the Club; and
• A Member Portal, accessible only to approved Members under a valid Membership Agreement.

The Platform provides informational, research, educational, and networking content relating to private-market opportunities. It does not constitute investment advice, brokerage, asset management, or any regulated financial service.

The public website contains only general information about the Club's membership services, fee structure, and community. No investment opportunities, deal descriptions, return data, portfolio company references, or securities-related content of any kind shall be published on the public website. All such content is restricted exclusively to the Member Portal and accessible only to verified accredited investor Members.

2. Acceptance of Terms and Updates

By accessing the Platform, the user ("User") agrees to be bound by these Terms.

The Club may amend these Terms with 30 days' prior notice via the Platform or email. Continued use after such notice constitutes acceptance of the amended Terms.

3. Eligibility for Membership and Access

Access to the Member Portal is restricted to individuals or entities who:

1. Are eighteen (18) years or older; and
2. Qualify as accredited investors under Rule 501(a) of Regulation D of the U.S. Securities Act of 1933. Non-U.S. members must satisfy the income or net-worth thresholds equivalent to Rule 501(a), as determined by the Club. For the avoidance of doubt, any member participating in an SPV offering must satisfy Rule 501(a) regardless of their home jurisdiction.

The Club may require verification or third-party validation of accredited status at any time. Unverified visitors may view only the public website; investment-related content is strictly gated.

Each Member represents and warrants that they are not subject to any disqualifying event under Rule 506(d) of Regulation D of the U.S. Securities Act of 1933, as amended. Members agree to notify the Club promptly, and in any event within five (5) business days, if any such disqualifying event occurs or comes to their attention during their Membership Year.

4. User Account and Credentials

Each Member receives personal login credentials for the Platform. Accounts are personal and non-transferable.

The Member is responsible for maintaining confidentiality of their credentials and all activity under their account. Unauthorized use may lead to immediate suspension or termination.

5. Permitted and Prohibited Use

Members may use the Platform only to:

• View and download informational materials for personal use;
• Participate in Club events and forums; and
• Communicate with Club administration.

Members must not:

• Copy, publish, or distribute content without written consent;
• Send investment invitations or solicitations to any person;
• Attempt to hack or interfere with the Platform; or
• Upload viruses or malicious code.

6. Confidentiality and Material Non-Public Information (MNPI)

All Platform content is confidential to Members. Some materials may include MNPI within the meaning of applicable securities laws.

Members shall not:

1. Trade in any security based on MNPI received through the Club;
2. Disclose MNPI to others; or
3. Use MNPI for any purpose except evaluating Club materials.

Confidentiality obligations survive termination for five (5) years and indefinitely as to trade secrets or MNPI. Disclosure is permitted only when legally required and, where possible, after advance notice to the Club.

7. Intellectual Property

All Platform content, including text, graphics, reports, logos, software, and compilations, is the exclusive property of Inflection Club or its licensors.

No licence or ownership rights are granted except as expressly provided herein.

8. Data Protection and Privacy

The Club processes personal data in accordance with its Privacy Policy and UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (PDPL).

Processing is limited to specific membership-related purposes, and Members retain all PDPL rights of access, correction, and erasure. This replaces any previous unlimited data-licence language.

9. Electronic Communications

Inflection Club may communicate with Members by email, SMS, or Platform notification regarding membership, service updates, event notices, and educational materials.

Such communications do not constitute a solicitation of securities offerings.

Members may opt out of non-essential messages at any time.

10. Limitation of Liability

The Club's aggregate liability to any Member for claims arising from these Terms shall not exceed the Membership Fee paid in the previous twelve (12) months.

The Club shall not be liable for indirect, consequential, or investment-related losses. Nothing herein excludes liability for fraud or wilful misconduct.

11. Force Majeure

Neither Party is liable for failure or delay caused by events beyond reasonable control (including acts of God, government orders, regulatory changes, pandemic, or cyberattack).

Performance is suspended until reasonably possible. Service interruptions due to force majeure shall not trigger refund rights.

12. Assignment

The Club may assign its rights and obligations only to: (a) a group company restructure; or (b) a sale of substantially all business to a successor who assumes all Member obligations.

Members may terminate within 30 days of notice of such assignment.

Members may not transfer their rights or obligations without written consent from the Club.

13. Termination of Access

Platform access ends upon expiry or termination of the Membership Agreement.

The Club may suspend Platform access immediately and without notice only where:

1. there is an active or credible security threat to the Platform or other Members' data;
2. a regulatory authority directs or requires suspension; or
3. an AML/KYC hold is triggered.

In all other cases, suspension shall follow the termination procedures set out in the Membership Agreement.

Rights and obligations accrued prior to termination remain enforceable.

14. Governing Law and Arbitration

These Terms are governed by the laws of the Dubai International Financial Centre (DIFC), United Arab Emirates.

Any dispute shall be resolved by binding arbitration under DIAC Rules, seat Dubai, language English, before a sole arbitrator.

The arbitral award is final and binding.

15. Survival

Clauses relating to Confidentiality, Data Protection, Intellectual Property, Limitation of Liability, and Governing Law & Arbitration survive termination or expiry of membership.

16. Electronic Execution

Acceptance of these Terms electronically has the same legal effect as manual signature pursuant to Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services.

17. Entire Agreement

These Terms, together with the Membership Agreement and Privacy Policy, constitute the entire agreement between the Member and Inflection Club regarding use of the Platform.

If any conflict arises, the Membership Agreement prevails.