TERMS OF USE

1. Acceptance of These Terms

These Terms of Use (“Terms”) govern your access to and use of https://smartretail.group (the “Website”). By accessing or using the Website, you agree to these Terms. If you do not agree, do not use the Website.

2. Website Owner

The Website is owned and operated by Smart Retail, LLC, a limited liability company.

3. General Informational Purpose

The Website provides general institutional information about the Company. Website content is not intended to be a complete description of the Company, its subsidiaries, affiliates, investments, operations, financial condition or prospects.

4. No Offer, Solicitation or Advice

Nothing on the Website constitutes or should be understood as:

• an offer to sell or a solicitation of an offer to purchase any security, investment or financial instrument;

• investment, financial, legal, tax, accounting or other professional advice;

• a recommendation, representation or guarantee regarding the value, performance or prospects of the Company or any other person; or

• an invitation to submit confidential investment materials, business plans or proposals.

You should not make any investment, commercial or other decision in reliance on Website content.

No securities offering is made through this Website. Any investment opportunity, if offered, will be made only through definitive legal documentation and only to persons legally eligible to participate under applicable law. Nothing contained on this Website constitutes an offer of securities in any jurisdiction where such offer would be unlawful.

5. Accuracy, Timing and Forward-Looking Information

We seek to present accurate general information, but Website content may be incomplete, contain errors or become outdated. Dates, figures and statements speak only as of their stated date. We do not undertake to update Website content except as required by law. Any statement about future events, plans, objectives or expectations is inherently uncertain and is not a promise or guarantee.

6. Intellectual Property

The Website and its text, design, graphics, logos, photographs, videos, software and other content are owned by or licensed to the Company or their respective owners and are protected by applicable intellectual-property laws. Company names, logos and marks may not be used without prior written permission. Third-party names and marks remain the property of their respective owners.

7. Limited Permission to Use the Website

Subject to these Terms, we grant you a limited, revocable, non-exclusive and non-transferable permission to access and view the Website for lawful, personal or internal informational purposes. This permission does not transfer ownership or grant any other license.

8. Prohibited Conduct

You may not:

• use the Website in violation of law or the rights of another person;

• attempt to gain unauthorized access to the Website, servers, accounts or networks;

• interfere with security, availability, performance or normal operation;

• introduce malware, automated attacks, harmful code or excessive requests;

• scrape, copy, republish, modify, distribute, sell or commercially exploit Website content except as permitted by law or written authorization;

• impersonate the Company, an affiliate, an employee or another person; or

• misrepresent a relationship, endorsement, authorization or affiliation.

9. Separate Legal Entities

The Company, its subsidiaries, portfolio companies and other affiliates are separate legal entities. References to a group, family of companies, portfolio or collective business purpose are descriptive only and do not create a partnership, agency, joint venture, guarantee or shared legal responsibility. No entity is authorized to bind another unless expressly stated in a written agreement.

10. Third-Party Websites

The Website may link to third-party websites for convenience. We do not control and are not responsible for their availability, content, security, products, services, terms or privacy practices. A link does not imply endorsement, sponsorship or affiliation unless expressly stated.

11. Privacy

Our Privacy Notice describes information processing associated with the Website and is incorporated into these Terms by reference. If there is a conflict regarding privacy practices, the Privacy Notice controls.

12. Website Availability and Security

We may modify, suspend or discontinue any part of the Website at any time. We do not guarantee that the Website will always be available, uninterrupted, error-free or free of harmful components. You are responsible for using appropriate security and backup measures on your own devices and systems.

The Company may restrict access to any portion of the Website at any time and without prior notice where reasonably necessary for legal, security, regulatory or operational reasons.

13. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND ITS CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE FOREGOING MAY NOT APPLY TO YOU.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF DATA OR BUSINESS INTERRUPTION ARISING OUT OF OR RELATING TO THE WEBSITE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THESE TERMS EXCLUDES LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

15. Governing Law and Forum

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-law principles. Except where prohibited by applicable law, any dispute, claim or controversy arising out of or relating to the Website, these Terms or your use of the Website shall be brought exclusively in the state or federal courts located in the State of Delaware, and each party irrevocably submits to the personal jurisdiction of such courts. The parties waive any objection based on inconvenient forum or venue.

16. International Access

The Website is operated from the United States. We make no representation that Website content is appropriate or available in every location. You are responsible for compliance with laws applicable to your access and use.

17. Changes to These Terms

We may update these Terms by posting a revised version and changing the Last Updated date. Changes apply prospectively from the effective date stated in the revised Terms. Your continued use of the Website after that date constitutes acceptance of the revised Terms to the extent permitted by law.

18. Severability and Entire Agreement

If a provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect. These Terms and the Privacy Notice constitute the entire agreement regarding use of the Website, except for any separate written agreement that expressly applies.

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

19. Contact Information

Questions regarding these Terms or the Website may be directed to:

Smart Retail, LLC
1209 Orange St., Wilmington, DE, 19801
Email: legal@smartretail.group