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PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS, GUIDELINES AND DISCLOSURES INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.

These terms and conditions of use ("Site Terms") apply exclusively to your access to and your use of the current and future online and mobile websites, platforms, services, applications, and networks owned or operated by BPIII Smith Bay, LLC ("Company"), including without limitation, at www.bvitime.com, and all subdomains (collectively the "Site") and the information and other services provided therein (the "Services"). These Site Terms do not alter in any way the terms or conditions of any other agreement you may have with Company, or its subsidiaries or affiliates, for products, services or otherwise. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept these Site Terms on such entity's behalf, and that such entity agrees to indemnify you and Company for violations of these Site Terms.

Company reserves the right to change or modify any of the terms and conditions contained in these Site Terms or any policy or guideline of the Site, at any time and in its sole discretion. Company will provide notice of these changes by posting the revised terms on the Site and indicating on the Site Terms the date it was last updated. Any changes or modification will be effective immediately upon posting of the revisions on the Site. Your continued use of this Site following the posting of its changes or modifications will constitute your acceptance of such changes or modifications. If you do not agree to the amended terms, you must stop using the Site.

Consent to Receive E-mails

If you provide Company your email address, you consent to receive e-mails from Company, which may include commercial e-mails. You may unsubscribe to emails by clicking the unsubscribe link when you receive an email from Company.

Copyright and Site Materials

Unless otherwise indicated, the Site and all content and other materials on the Site, including, without limitation, the Company logo, and all designs, text, graphics, pictures, reviews, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the "Site Materials") are the proprietary property of Company or its licensors or users and are protected by U.S. and international copyright laws. You are granted a limited license to access and use the Site.

Copyright Complaints

If you believe that any material on the Site infringes upon any copyright which you own or control, you may file a notification of such infringement with our Designated Agent as set forth below.

Copyright Agent:BPIII Smith Bay, LLCc/o General Counsel5847 San Felipe St., Ste. 4450Houston, TX 77057Phone: 713-341-7916Email: notices@smallventuresusa.com

We may give notice of a claim of copyright infringement to our users by means of a general notice on the Site, electronic mail to a user's e-mail address in our records, or by written communication sent by first-class mail to a user's address in our records.

Trademarks

Company, the Company logo and any other product or service name or slogan contained in the Site are trademarks of Company and its suppliers or licensors, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Company or the applicable trademark holder. All Rights Reserved. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Company and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners.

Third Party Sites

Company makes no claim or representation regarding, and accepts no responsibility for the quality, content, nature, or reliability of third-party websites accessible by hyperlink from the Site, or websites linking to the Site. Company does not control those sites and you need to review the terms and conditions for those sites. Company provides these links for convenience and not as a reflection of Company’s endorsement.

Third Party

The Site may also contain, provide information regarding, or link to certain applications and services provided or offered by third parties (collectively the "Third-Party Services”). Company is merely an information provider and is not a referral service, and it does not recommend or endorse any such Third-Party Services or monitor or have any control over such Third-Party Services. Company makes no guarantee, representation, or warranty of any kind as to the quality, competency, value, reliability, responsiveness, accuracy, or completeness of any such Third-Party Services or the results. You assume full responsibility for your use of any such Third-Party Services, and Company is not responsible or liable for any Third-Party Services.

User Posted Content & Other Interactive Services or Areas Anything you submit to the Site, other than your personal information, is “User Content” and becomes the property of Company and Company can use that information for any purpose without acknowledging or compensating you. The Site includes areas in which users may post content and information. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Site any of the following:

User Content that is false, misleading, unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable, including without limitation any recommendation, endorsement, rating, or review of a professional with whom you have not had direct, personal experience in a professional context or as a client or patient of such professional;
User Content that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, violate any applicable rules of professional conduct, or that would otherwise create liability or violate any local, state, national or international law;
User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content as provided under these Site Terms;
User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
Unsolicited promotions, political campaigning, advertising, or solicitations, including without limitation any advertisements for professional services, professional service providers, or professional referral services;
Private or confidential information of any third party, including, without limitation, addresses, phone numbers, e-mail addresses, Social Security numbers and credit card numbers;
Viruses, spyware, malware, corrupted data or other harmful, disruptive, or destructive files;
Any answers, responses, comments, opinions, analysis, or recommendations that you are not properly licensed or otherwise qualified to provide; and
User Content that, in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Site or which may expose Company or its users to any harm or liability of any type.

Registration Data; Account Security

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password, if applicable, and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Company, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Company. In addition, you agree not to access or use, or attempt to access or use, the Site or any part thereof using the identity or the Registration Data of any person other than yourself.

Disclaimers and Acknowledgements Regarding Use of Site Information

THE SITE, THE SITE MATERIALS AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE INFORMATION, CONTENT OR MATERIALS IN THE SITE. COMPANY DOES NOT REPRESENT OR WARRANT THAT SITE MATERIALS, INCLUDING THE INFORMATION AVAILABLE IN OR ON THE SITE, OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

IN NO EVENT SHALL COMPANY OR ANY OF ITS CORPORATE AFFILIATES, INDEPENDENT CONTRACTORS, SERVICE PROVIDERS OR CONSULTANTS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, PARTNERS, SHAREHOLDERS, EMPLOYEES AND AGENTS, BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO MEDICAL OUTCOMES, THE OUTCOME OF LEGAL MATTERS, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH ANY USE OF THE SITE, THE SERVICES, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES, LOSS OR INJURY CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM COMPANY OR THE SITE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO COMPANY'S RECORDS, PROGRAMS OR SERVICES. THE AGGREGATE LIABILITY OF COMPANY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING IN ANY MANNER TO THE USE OF THE SITE OR THE SITE MATERIALS, SHALL NOT EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO COMPANY FOR ACCESS TO OR USE OF THE SITE.

Indemnification

You agree to defend, indemnify and hold harmless Company, its corporate affiliates, independent contractors, service providers and consultants, and each of their respective directors, officers, members, partners, shareholders, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any User Content you post, store or otherwise transmit on or through the Site or your use of or inability to use the Site or the Services, including without limitation any actual or threatened suit, demand or claim arising out of or relating to the User Content, your conduct, your violation of these Site Terms or your violation of the rights of any third party.

Applicable Law and Venue

These Site Terms and your use of the Site shall be governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be entirely performed within the State of Texas (even if your use is outside of the State of Texas), without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to the Site or these Site Terms shall be filed only in the state and federal courts located in Harris County, Texas and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts.

Termination

Notwithstanding any of these Site Terms, Company reserves the right, without notice and in its sole discretion, to terminate your license to use the Site, and to block or prevent your access to and use of the Site.

Severability

If any provision of these Site Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Site Terms and shall not affect the validity and enforceability of any remaining provisions.

Company Privacy Policy is found at this link and is fully incorporated herein by reference.

DATE: 5/31/2024