1. DEFINITIONS

• “Member” means any approved business owner, investor, or advisor granted access to the CapitalSphere platform.
• “Platform” means the proprietary interface, technology, and content made available through CapitalSphere’s digital environment.
• “Introductions” mean any direct or indirect connection, communication, or engagement facilitated between Members through CapitalSphere.
• “Engagement” means any transaction, discussion, or commercial relationship resulting from Platform use, including equity investments, acquisitions, recapitalizations, or advisory agreements.

2. ELIGIBILITY

You must be at least 18 years old and legally capable of entering into binding contracts under applicable law. We reserve the right to approve, deny, or revoke access at our sole discretion, including without limitation for failure to meet vetting criteria or breach of these Terms.

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3. SERVICES OVERVIEW

CapitalSphere operates a private, invitation-only platform that enables eligible Members to:

• Explore capital and strategic alternatives,
• Engage with pre-vetted investors or business owners, and
• Access resources related to valuation, growth planning, and monetization.

CapitalSphere is not a broker-dealer, investment adviser, or placement agent. We do not solicit the purchase or sale of securities. Any introductions are strictly informational.

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4. FEES & PAYMENT

Investor Members may be subject to access or membership fees. In addition, CapitalSphere may earn compensation in the form of:

• Success fees, contingent upon the closing of any engagement facilitated through the Platform,
• Referral fees in accordance with separately executed agreements.

All such fees will be governed by a written agreement. Business Owner Members will not be charged unless otherwise specified in advance.

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5. MEMBER OBLIGATIONS

You agree to:

• Maintain the confidentiality of all non-public information obtained via the Platform;
• Use the Services solely for lawful purposes consistent with CapitalSphere’s mission;
• Not reproduce, resell, or republish any proprietary content, introductions, or data;
• Promptly notify CapitalSphere of any conflicts of interest, material changes, or engagements arising from Platform use.

You represent that all information submitted to CapitalSphere is complete, accurate, and truthful to the best of your knowledge.

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6. CONFIDENTIALITY

All communications and data exchanged on the Platform are considered confidential and proprietary. You shall not disclose or use such information outside the context of CapitalSphere without express written consent.

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7. DISCLAIMERS

CapitalSphere provides its Services on an “as-is” and “as-available” basis, without warranties of any kind, express or implied, including, but not limited to:

• Merchantability or fitness for a particular purpose;
• The outcome or success of any introduction or engagement;
• The accuracy or completeness of any third-party information.

We do not endorse or guarantee the suitability of any Member or opportunity.

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8. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, CapitalSphere and its affiliates, officers, agents, and employees shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or any loss of profit, revenue, or data, arising from or related to your use of the Services, even if advised of the possibility of such damages.

In all cases, CapitalSphere’s aggregate liability shall not exceed the amount paid by you to CapitalSphere in the twelve (12) months preceding the event giving rise to the claim.

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9. TERMINATION

CapitalSphere may suspend or terminate your access to the Services at any time, with or without cause. You may terminate your membership by written notice, subject to any obligations or fees accrued prior to termination.

All confidentiality, intellectual property, and liability provisions shall survive termination.

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10. COMPLIANCE NOTICE

CapitalSphere operates in accordance with applicable U.S. laws and regulatory standards, including the Securities Act of 1933 and FINRA Rule 2210. CapitalSphere does not provide legal, tax, or investment advice and is not licensed to offer or sell securities.

Any transaction discussions are preliminary and subject to further due diligence and separate legal documentation.

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11. GOVERNING LAW & DISPUTE RESOLUTION

These Terms shall be governed by the laws of the State of California, without regard to its conflict-of-law principles. Any dispute arising out of or relating to these Terms shall be resolved through binding arbitration under the rules of the American Arbitration Association, seated in San Diego, California.

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12. SEVERABILITY

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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13. ENTIRE AGREEMENT

These Terms, along with the Privacy Policy and any separately executed agreements, constitute the entire agreement between you and CapitalSphere regarding your use of the Services.

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14. CONTACT INFORMATION

For questions regarding these Terms, contact:

CapitalSphere, LLC
A Bainbridge Company
858-638-1800
info@capitalsphere.com

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