Terms of Use

Last Updated: June 12, 2026 – Version 1.0

 

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Vidrio Investor Partner Terms of Use

These Terms of Use (“Terms”) govern access to and use of the Vidrio Investor Partner platform, websites, software, applications, data, tools, reports, analytics, and any related services (collectively, the “VIP Platform”) provided by VIDRIO Financial Ltd. (collectively, “Vidrio,” “we,” “our,” or “us”).

By accessing or using the Platform, you agree to these Terms.

1. Eligibility and Authority

You represent and warrant that:

        • you are at least eighteen (18) years of age or the age of majority in your jurisdiction;
        • you have the legal capacity and authority to enter into these Terms;
        • if acting on behalf of an organization, you are authorized to bind that organization; and
        • All registration and account information you provide is accurate and current.

Access to certain portions of the VIP Platform may be restricted to approved or authorized users meeting eligibility requirements established by Vidrio or applicable law.

2. Authorized Access and Use

Subject to these Terms, Vidrio grants you a limited, non-exclusive, non-transferable, revocable right to access and use the VIP Platform solely for authorized internal business purposes.

You agree not to:

        • share login credentials;
        • permit unauthorized access;
        • reverse engineer, decompile, copy, modify, or create derivative works from the VIP Platform;
        • interfere with VIP Platform operations or security;
        • upload malicious code or unlawful material;
        • use the VIP Platform in violation of applicable law;
        • misuse confidential or proprietary information; or
        • use the VIP Platform for competitive analysis or development of competing services.

Vidrio reserves the right to suspend or terminate access at any time for security, operational, legal, or compliance reasons.


3. User Classifications

Vidrio may establish account classifications or access tiers for different categories of users, including institutional investors, investment managers, consultants, administrators, or other approved users.

Access rights, available functionality, and permissions may vary by account type and may be modified by Vidrio from time to time.

You represent that you satisfy all eligibility requirements associated with your assigned account type.

Certain portions of the VIP Platform, including information relating to private investment funds or investment opportunities, may be intended solely for institutional investors, accredited investors, qualified purchasers, professional clients, or other financially sophisticated users as determined by applicable law, regulation, or Vidrio policies. By accessing such portions of the VIP Platform, you represent and warrant that you satisfy all applicable eligibility requirements and that you are authorized to access such information under applicable securities laws and contractual restrictions.

4. Confidentiality

The VIP Platform may contain confidential, proprietary, investment-related, or non-public information belonging to Vidrio, its clients, investment managers, investors, service providers, or other third parties (“Confidential Information”).

You agree:

        • to maintain the confidentiality of all Confidential Information;
        • to use Confidential Information solely for authorized purposes;
        • not to disclose Confidential Information except as authorized or legally required; and
        • to implement reasonable safeguards to protect Confidential Information from unauthorized access or disclosure.

These confidentiality obligations survive termination of access to the VIP Platform.

5. Proprietary Rights

The VIP Platform, including all software, interfaces, analytics, reports, designs, documentation, data compilations, trademarks, logos, and related intellectual property, is and remains the exclusive property of Vidrio or its licensors.

No ownership rights are transferred to you through access to or use of the VIP Platform.

Except as expressly permitted in writing, you may not:

        • copy,
        • distribute,
        • modify,
        • reproduce,
        • republish,
        • create derivative works from,
        • commercially exploit, or
        • otherwise use VIP Platform content outside authorized use.

6. VIP Platform Information and Third-Party Content

 

The VIP Platform may contain:

        • information provided by investment managers, funds, administrators, custodians, brokers, consultants, users, or other third parties; and
        • analytics, simulations, projections, reports, or derived data generated using third-party or user-provided information.

Vidrio does not guarantee the completeness, accuracy, timeliness, reliability, availability, or suitability of third-party information, user-provided information, or derived analytics and is not responsible for any errors, omissions, inaccuracies, delays, or unauthorized disclosures relating thereto.

Users who are granted permissions to upload, submit, modify, share, distribute, or otherwise contribute information, documents, communications, analytics, portfolio data, reports, or other materials to the VIP Platform (“User-Contributed Content”) are solely responsible for the accuracy, completeness, legality, reliability, appropriateness, and authorization of such User-Contributed Content.

Vidrio does not independently verify, monitor, endorse, or assume responsibility for User-Contributed Content and shall not be liable for any errors, omissions, inaccuracies, unauthorized disclosures, investment decisions, regulatory consequences, losses, damages, liabilities, or claims arising from or related to User-Contributed Content or reliance thereon by any user or third party. Vidrio acts solely as a passive technology intermediary with respect to User-Contributed Content.

Users represent and warrant that they possess all necessary rights, permissions, consent, and authority to upload, share, distribute, or otherwise make available any User-Contributed Content through the VIP Platform and that such activity does not violate applicable law, regulation, contractual obligations, confidentiality obligations, fiduciary obligations, or third-party rights.

The VIP Platform may also contain links to external websites, services, data providers, software applications, or other third-party resources provided solely for convenience or informational purposes. Vidrio does not control and is not responsible for the availability, content, services, security, policies, or practices of any third-party provider and inclusion of such third-party resources does not constitute an endorsement or recommendation by Vidrio.

In connection with providing access to certain third-party information, products, services, tools, analytics, integrations, or other resources through the VIP Platform, Vidrio may enter into commercial arrangements with third-party providers pursuant to which Vidrio may receive fees, revenue sharing, financial incentives, referral compensation, service credits, or other economic benefits. Such arrangements shall not be construed as investment advice, endorsements, fiduciary recommendations, or guarantees regarding any third-party provider, product, or service.

7. No Investment, Legal, or Tax Advice

Vidrio is a technology and information platform only.

Vidrio is not:

        • a registered investment adviser,
        • broker-dealer,
        • fiduciary,
        • financial planner,
        • legal adviser, or
        • tax adviser.

Nothing on the VIP Platform constitutes:

        • investment advice,
        • legal advice,
        • tax advice,
        • accounting advice, or
        • a recommendation to buy, sell, or hold any investment or financial instrument.

You are solely responsible for evaluating information obtained through the VIP Platform and for any investment or business decisions you make.

Past performance, projections, simulations, and analytics do not guarantee future results.

8. Privacy and Security

Use of the VIP Platform is subject to the Vidrio Privacy Policy.

Vidrio maintains administrative, technical, and organizational safeguards designed to protect VIP Platform information and user data. However, no system or transmission method is completely secure, and Vidrio cannot guarantee absolute security or uninterrupted availability.

You are responsible for maintaining the security of your credentials and devices used to access the VIP Platform.

9. Disclaimer of Warranties

THE VIP PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIDRIO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF:

        • MERCHANTABILITY,
        • FITNESS FOR A PARTICULAR PURPOSE,
        • TITLE,
        • NON-INFRINGEMENT,
        • ACCURACY,
        • AVAILABILITY, OR
        • UNINTERRUPTED OPERATION.

VIDRIO DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, SECURE, OR FREE OF INTERRUPTIONS, DEFECTS, OR HARMFUL COMPONENTS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIDRIO AND ITS AFFILIATES, LICENSORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR:

        • INDIRECT,
        • INCIDENTAL,
        • SPECIAL,
        • CONSEQUENTIAL,
        • EXEMPLARY, OR
        • PUNITIVE DAMAGES,

OR FOR ANY LOSS OF PROFITS, DATA, BUSINESS, GOODWILL, OR INVESTMENT LOSSES ARISING FROM OR RELATED TO:

        • USE OF THE VIP PLATFORM,
        • RELIANCE ON VIP PLATFORM INFORMATION,
        • PLATFORM INTERRUPTION,
        • SECURITY INCIDENTS,
        • THIRD-PARTY CONTENT, OR
        • UNAUTHORIZED ACCESS.

11. Indemnification

You agree to indemnify, defend, and hold harmless Vidrio and its affiliates, officers, directors, employees, agents, and licensors from and against claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

        • your use of the VIP Platform;
        • your violation of these Terms;
        • your misuse of VIP Platform information;
        • your violation of applicable law; or
        • your infringement of third-party rights.

12. Suspension and Termination

Vidrio may suspend, restrict, or terminate access to the VIP Platform at any time, with or without notice, for:

        • violations of these Terms;
        • security concerns;
        • suspected unauthorized activity;
        • operational reasons;
        • legal or regulatory requirements; or
        • protection of the VIP Platform or other users.

Upon termination, all rights granted to you under these Terms immediately cease.

13. Governing Law

These Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles.

Any dispute arising out of or relating to these Terms or the VIP Platform shall be resolved exclusively in the state or federal courts located in New York County, New York.

14. Dispute Resolution

Before initiating formal proceedings, the parties agree to attempt in good faith to resolve disputes through informal discussions for a period of thirty (30) days.

Vidrio may seek injunctive or equitable relief at any time to protect confidential information, intellectual property, or VIP Platform security.

15. Modifications

Vidrio may modify these Terms from time to time.

Material changes may be communicated through the VIP Platform, by email, or by other reasonable means. Continued use of the VIP Platform after updated Terms become effective constitutes acceptance of the revised Terms.

16. Miscellaneous

If any provision of these Terms is found unenforceable, the remaining provisions remain in effect.

These Terms, together with the Privacy Policy and any applicable supplemental agreements, constitute the entire agreement relating to use of the VIP Platform.

No waiver of any provision shall constitute a continuing waiver.

These Terms may not be assigned by you without Vidrio’s prior written consent.