Terms of Use and Important Notices

These Terms of Use ("Terms") govern your access to and use of avantgardefs.com and any related pages (the "Site"), operated by Aionos Kethera Valaris Avantgarde Financial Systems, Inc., a Delaware corporation ("Avantgarde," "we," "us" or "our"). Our Privacy Notice explains how we handle personal data and forms part of these Terms.

The Site is intended for professional and institutional audiences: institutional investors, family offices, accredited investors, deal sponsors, corporate counterparties, and government and defense organizations acting in a professional capacity. It is not intended for retail investors or for use by anyone under 18. By using the Site, you represent that you are at least 18 and are using it in a professional capacity.

3.1 Informational purposes only. This Site is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security, fund interest, investment product or service in any jurisdiction. Any such offer will be made only by means of definitive offering documents (such as a confidential private placement memorandum, subscription agreement and governing documents) delivered to qualified persons, and only where permitted by applicable law. If the Site and those documents conflict, the offering documents control.

3.2 Private offerings. Any securities that Avantgarde or its affiliates may offer have not been, and may not be, registered under the U.S. Securities Act of 1933, as amended, or any state or foreign securities laws. They are expected to be offered in reliance on exemptions from registration, which may restrict who may invest and limit resale and transfer. Any investment fund or vehicle may not be registered under the U.S. Investment Company Act of 1940, as amended. No regulator has approved or disapproved any investment or passed on the accuracy or adequacy of this Site.

3.3 Investor eligibility. Access to investment information may be limited to persons who qualify as "accredited investors" under Rule 501(a) of Regulation D, "qualified purchasers" under the Investment Company Act, "qualified institutional buyers" under Rule 144A, or the equivalent in their jurisdiction. Self-attestation on the Site does not by itself establish eligibility. We will independently verify eligibility, and complete know-your-customer, anti-money-laundering and sanctions screening, before providing offering materials or accepting any investment.

3.4 Not investment, legal, tax or accounting advice. Nothing on the Site is investment, financial, legal, tax, accounting or regulatory advice, or a recommendation to buy, sell or hold any security or pursue any strategy. Use of the Site does not create an advisory, fiduciary, brokerage or client relationship. Consult your own advisers.

3.5 Risk. Investments in private, distressed, special-situation, early-stage and technology-related assets are speculative and involve a high degree of risk, including the possible loss of your entire investment, illiquidity, leverage, and limited or no transferability. Past performance, where referenced, is not indicative of future results.

3.6 Forward-looking statements. Statements on the Site about products in development, capabilities, technology readiness, partnerships, joint ventures, regulatory pathways, plans, objectives and expectations are forward-looking statements. They are subject to known and unknown risks, uncertainties and assumptions that may cause actual results to differ materially, and they are not guarantees of future results. Words such as "may," "will," "intend," "plan," "pipeline," "expect" and similar expressions identify forward-looking statements. We undertake no obligation to update them, except as required by law.

3.7 Products in development; no medical claims. Products and technologies described on the Site, including neuro-wearable, photobiomodulation, PEMF and related regenerative health technologies, may be in development, may not have been cleared or approved by the U.S. Food and Drug Administration or any other regulator, and may require regulatory clearance, approval or certification before commercial use. Nothing on the Site is a medical claim, medical advice, or a claim that any product diagnoses, treats, cures, mitigates or prevents any disease or condition. Products referenced may be subject to regulatory approval.

3.8 Defense, aviation and technology statements. Descriptions of unmanned aircraft systems, neural command interfaces and related capabilities are general, high-level summaries. They are not technical specifications, performance guarantees or representations of current operational status. Technology readiness levels (TRLs) are internal assessments and have not been independently validated unless stated otherwise. Any government procurement, contract award, certification or authorization referenced is subject to the applicable agency's processes and is not guaranteed.

3.9 Partners and third parties. Names of partners, joint-venture participants, affiliates and other third parties are used for identification only and do not imply their endorsement of Avantgarde, or Avantgarde's endorsement of them. Descriptions of relationships may refer to arrangements that are proposed, non-binding, conditional, or not yet definitively documented.

3.10 Jurisdictional restrictions.

• European Economic Area: the Site is not intended as marketing of any alternative investment fund within the meaning of the Alternative Investment Fund Managers Directive (2011/61/EU), and no such marketing will occur except in compliance with applicable national private placement regimes. Any information is provided only to professional investors, at their own initiative, where permitted.
• United Kingdom: the Site is directed only at persons who are investment professionals (Article 19), high-net-worth companies and associations (Article 49), or otherwise persons to whom it may lawfully be communicated under the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. It must not be acted on or relied on by any other person.
• Other jurisdictions: the Site is not directed at any person in any jurisdiction where its publication or availability would be contrary to local law or regulation, including registration or licensing requirements. Persons in those jurisdictions must not access or rely on it.

3.11 Accuracy. We try to keep the information on the Site accurate and current, but it may be incomplete or out of date, and it is provided "as of" the date published. We make no representation or warranty, express or implied, as to its accuracy, completeness or fairness, and you should not rely on it to make any investment, procurement or other decision.

4.1 No obligation. Submitting an inquiry, access request, opportunity or briefing request does not create any agreement, engagement, exclusivity, commitment to invest, or obligation of any kind for Avantgarde to respond, review, fund, transact or enter into any relationship. Any engagement will exist only under a separate written agreement signed by an authorized officer of Avantgarde.

4.2 No confidentiality absent an NDA. Unless and until a written non-disclosure agreement is signed by both parties, information you submit through the Site is not treated as confidential, and no confidential, fiduciary or agency relationship arises. Please do not submit confidential, proprietary or trade-secret information until an appropriate NDA is in place. We handle personal data according to our Privacy Notice in all cases.

4.3 Independent activities. You acknowledge that Avantgarde may already be evaluating, or may independently develop or come to evaluate, opportunities, technologies, assets or ideas that are similar to or compete with those you submit. Nothing in these Terms restricts those activities, absent a signed written agreement.

4.4 Prohibited submissions. You must not submit: material non-public information about any issuer; classified information; technical data or technology controlled under the International Traffic in Arms Regulations (ITAR) or the Export Administration Regulations (EAR); personal data of others without a lawful basis; sensitive personal data; or anything unlawful, infringing, defamatory or malicious.

4.5 Your representations. By submitting, you represent that the information is accurate, that you are authorized to provide it, and that providing it does not breach any duty or agreement you owe to others.

Communications with Avantgarde are not offers, proposals or bids in response to any solicitation unless expressly designated as such in writing. Nothing on the Site is intended to obtain non-public procurement information or to give anything of value to any government official in breach of applicable ethics, gift, procurement-integrity or anti-corruption rules. Government users should follow their agency's rules on outside communications.

Information about defense, aviation and dual-use technologies on the Site is limited to general, publicly available information and is not intended to include technical data controlled under the ITAR (22 C.F.R. Parts 120–130) or technology controlled under the EAR (15 C.F.R. Parts 730–774). You agree not to use the Site, or request information through it, in breach of U.S. export control or economic sanctions laws, including those administered by the U.S. Department of State, the U.S. Department of Commerce and the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). You represent that you are not located in, organized under the laws of, or ordinarily resident in a comprehensively sanctioned country or region, and that you are not on, or owned or controlled by a person on, any U.S. government restricted-party list.

You agree not to:

• use the Site unlawfully or for fraudulent or misleading purposes;
• attempt to gain unauthorized access to the Site, its database or related systems;
• probe, scan or test vulnerabilities without our written authorization;
• interfere with the Site's operation, including by malware, spam or excessive automated requests;
• scrape, harvest or mine the Site for data without our written consent;
• impersonate any person or misrepresent your affiliation; or
• use the Site to send unsolicited commercial communications.

The Site and its content, including text, graphics, logos (including the Avantgarde name and "A" mark), designs, renderings, software and the selection and arrangement of content, are owned by Avantgarde or its licensors. They are protected by U.S. and international intellectual property laws. Except as these Terms expressly allow, you may not copy, reproduce, modify, distribute, display, create derivative works from or exploit any content without our prior written consent. You may view and print pages for your internal, non-commercial evaluation of a potential relationship with Avantgarde. Third-party names and marks belong to their respective owners.

The Site may contain links to third-party websites. We do not control them and are not responsible for their content, accuracy, privacy practices or availability. A link does not imply endorsement.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE.

TO THE FULLEST EXTENT PERMITTED BY LAW, AVANTGARDE AND ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND LICENSORS, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR INVESTMENT, ARISING OUT OF OR RELATING TO THE SITE OR ANY RELIANCE ON ITS CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SITE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). Some jurisdictions do not allow certain limitations, so some of these limitations may not apply to you. Nothing in these Terms limits liability that cannot be limited by law, including liability for fraud or, where applicable, death or personal injury caused by negligence. Nothing in these Terms waives any rights you may have under the U.S. federal securities laws that cannot be waived.

You agree to indemnify and hold harmless Avantgarde and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of your breach of these Terms, your submissions, or your misuse of the Site.

We may modify, suspend or discontinue the Site, or change these Terms, at any time. Changes take effect when posted with a new "Last updated" date. Your continued use of the Site after that means you accept the changes.

We may suspend or terminate your access to the Site at any time, without notice, for any reason, including breach of these Terms. Sections 3, 4, 6, 8, and 10 to 17 survive termination.

These Terms, and any dispute arising out of or relating to them or the Site, are governed by the laws of the State of New York, without regard to its conflict-of-laws rules. This does not deprive you of any mandatory consumer-protection or data-protection rights under the law of your place of residence.

You agree that the state and federal courts located in New York County, New York have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Site, and you consent to personal jurisdiction there. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY, AND ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION, IN ANY SUCH DISPUTE.

These Terms, together with the Privacy Notice, are the entire agreement between you and Avantgarde about the Site. They are superseded by any separate written agreement for any matter that agreement covers. If any provision is held unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms; we may assign them. Headings are for convenience only.

Aionos Kethera Valaris Avantgarde Financial Systems, Inc.

244 Fifth Avenue, Suite 269V, New York, NY 10001, United States

Email: vp@avantgardefs.com