Terms of Use

General

Thank you for visiting our website. The terms of use and conditions set forth below apply to each of the pages of this website (collectively, the “Site”). By accessing and using this Site, you are agreeing to the terms of use and conditions (“Terms”) without limitation or qualification. Pendulum Holdings, LLC and its subsidiaries and affiliates (collectively referred to herein as “Pendulum”) may at any time revise these Terms by updating this page. You are bound by any such revisions and should therefore periodically visit this page to review the Terms to which you are bound.

Notwithstanding anything in these Terms or on the Site, Pendulum reserves the right, without notice and in its sole discretion, to terminate your license to use the Site, and to block or prevent your future access to and use of the Site or any other site operated by Pendulum.

Use of contents, trademarks and copyrights

The information, materials and other content of the Site may not be copied, displayed, distributed, licensed, republished, reposted, reproduced, reused, transmitted, or otherwise used for public or commercial purposes, including text, images, and video, without the express written consent of Pendulum.

This Site and all its content including, all trademarks, service marks, trade names, logos, and icons are proprietary to Pendulum or the indicated third-party. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on this Site without the prior written permission of Pendulum or such third party that may own the trademarks displayed on this Site. Your use of the trademarks displayed on this Site, or any other content on this Site, except as provided herein, is strictly prohibited.

Not an offer of advisory services or securities

This Site is for general, information purposes only and is not intended to constitute and should not be construed as an offering of advisory services or an offer to sell or solicitation to buy any securities or related financial instruments in any jurisdiction. Any responses in connection with inquiries regarding advisory services or offers to sell or solicitations of an offer to buy securities or any related financial instruments will not be made absent compliance with applicable laws or regulations (including broker dealer, investment adviser or applicable agent or representative registration requirements), or applicable exemptions or exclusions therefrom.

Jurisdictional issues

Unless otherwise specified, the materials in or accessible through the Site are directed at residents of the United States. The Site is controlled and operated by Pendulum from its offices within the State of California in the United States. Pendulum makes no representation that the content on or accessible through the Site is appropriate or available for use outside the United States or that access to it from a particular non-U.S. jurisdiction is not illegal or prohibited. Those who choose to access the Site from other locations do so on their own initiative and are responsible for establishing the legality, usability and correctness of any information or materials under any or all jurisdictions and the compliance of that information or material with local laws, if and to the extent local laws are applicable. You may not use or export the information or material in violation of U.S. export laws and regulations. The information provided in or accessible through the Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Pendulum to any registration or other requirement within such jurisdiction or country.

Investment disclaimers

This Site does not provide specific investing advice or strategies to any individual. The investments and strategies described may not be suitable for all investors. The contents of this Site have not been approved or disapproved by the U.S. Securities Exchange Commission or by any securities regulatory authority of any state or other jurisdiction, nor has any such authority or commission passed on the accuracy or adequacy of this Site or its contents.

Any portfolio companies described on the Site are included as representative investments for illustrative purposes only and may not be representative of all portfolio company transactions engaged in by Pendulum. In addition, prior investments may have been made under different market, economic or other conditions than those in which future investments and/or strategies will be pursued and as a result may not be replicated. Pendulum makes no representation, and it should not be assumed, that past performance is an indication of future results. Whenever there is the potential for profit there is also the possibility of loss.

Testimonials of portfolio company executives are provided to demonstrate the benefits of working with Pendulum from a portfolio company perspective. It is not a representation, endorsement or opinion on Pendulum or its investment management and decision-making capabilities and are not provided for the purposes of soliciting investors in any fund. Note that such testimonial may not be representative of all portfolio company executive experiences with Pendulum.

Links to other websites and third-party information

This Site may contain links to other websites, including links to portfolio company websites. These links are provided as a convenience and do not imply Pendulum’s sponsorship or approval of any of these websites or their content. Pendulum has no control over or responsibility for other websites that may be accessible from this Site, the contents thereof, their security or privacy policies or any products/services that may be offered by them. If you access any third-party website through this Site or because it is referred to on this Site, you do so at your own risk. Links to or from this Site do not constitute an endorsement by Pendulum of the parties or businesses which are so linked, nor do they necessarily indicate any affiliation between us and such parties or businesses. Furthermore, you agree not to link any websites to this Site without the express prior written consent of Pendulum.

Representations and limitations of liability

Pendulum makes no warranties or representations as to the accuracy of the contents of this Site and such content is provided “as is” and “as available”. Users of the Site assume all risk as to the quality, accuracy, suitability, availability and performance of the Site and its contents may be revised, altered and changed from time to time at the sole discretion of Pendulum. Pendulum does not represent or warrant that the Site and its content will operate continuously or will be uninterrupted or error-free, or that defects will be corrected or that this Site or any other website linked to is free from viruses or other harmful components.

IN NO EVENT SHALL PENDULUM OR ITS RELATED PERSONS (AS DEFINED BELOW) BE LIABLE TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (“DAMAGES”) ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE (OR INABILITY TO USE) OR DISTRIBUTION OF THE SITE, INCLUDING DAMAGES CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION, OR ANY CONTENT OBTAINED THROUGH USE OF THE SITE. THIS IS TRUE EVEN IF PENDULUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. PENDULUM AND ITS RESPECTIVE OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AND AGENTS AND REPRESENTATIVES (INCLUDING ANY PERSON INVOLVED IN CREATING, PRODUCING, OR DELIVERING THIS SITE) (COLLECTIVELY “RELATED PERSONS”) MAKE NO REPRESENTATIONS OR WARRANTIES AND SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE, INCLUDING ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, SECURITY, ACCURACY, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY.

Indemnification

You agree to defend, indemnify and hold Pendulum and its officers, members, managers, employees, agents and representatives harmless from any and all claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees, arising in any way from (i) your use of the Site, in whole or in part, or (ii) your breach or violation of law or any provisions contained herein. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with any such defense.

Governing law and consent to jurisdiction

These Terms will be governed by and construed in accordance with the laws of the state of California applicable to agreements made and to be performed wholly within such state. By using this Site, you hereby agree that any and all disputes regarding these Terms will be commenced only in the state or federal courts located in California, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of any such dispute or action.

Severability and waiver

If any provision of these Terms is found to be invalid, unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms represent and constitute the entire agreement between Pendulum and you relating to the subject matter discussed herein.

No waiver by Pendulum of any right under or term or provision of these Terms will be deemed a waiver of any other right, term or provision of these Terms at that time or a waiver of that or any other right, term or provision of these Terms at any other time.

Dated: April 27, 2021