Terms and Conditions

1. General

This Site — www.Quelliv.com — is provided by Quelliv, Inc. (“Quelliv”), a Wyoming corporation with its principal offices located in Florida, and is maintained as a service to its clients and public. This Site allows you to access certain resources and marketing materials regarding Quelliv's business, products, and services including, but not limited to, investor relations materials, community involvement initiatives, company news, blogs, webinars, podcasts, client testimonials, product and service descriptions, and job postings.

These Website Terms also govern your use of the Quelliv investor engagement platform (“Investor Platform”), which includes the AI-powered chat assistant, SMS and email delivery of investor materials, and all related services. References to the “Site” in these Terms include the Investor Platform unless otherwise specified.

2. Privacy

Protecting the privacy of Quelliv's clients and users of its Site is important to Quelliv. Your visit to the Site may also be governed by Quelliv's Privacy Policy. All policies, guidelines, and rules applicable to the use of the Site and any service provided by the Site, including but not limited to Quelliv's Privacy Policy, are hereby incorporated by reference into these Website Terms.

3. Investor Engagement Platform and AI Chat

The Investor Platform provides an AI-powered chat assistant that helps prospective investors learn about Quelliv's investment opportunities. By using the Investor Platform, you acknowledge and agree to the following:

• AI-assisted communications: You will be interacting with an artificial intelligence assistant, not a human representative. The assistant is designed to provide general information and collect your contact details for follow-up by a Quelliv team member.
• Not financial advice: Nothing communicated by the AI assistant or delivered through the Investor Platform constitutes financial, investment, legal, or tax advice. All investments carry risk. You should consult with qualified financial and legal advisors before making any investment decisions.
• Consent requirement: You must provide explicit consent before engaging with the AI chat assistant. By checking the consent box and clicking “Start Chat,” you agree to receive AI-assisted communications about investment opportunities from Quelliv.
• Accuracy of information: You agree that any personal information you provide (name, email, phone number) is truthful and accurate. You are responsible for ensuring the correctness of contact information provided for delivery of investor materials.
• Data room materials: Investor materials delivered via the platform are provided for informational purposes only and are subject to their own terms and disclaimers as stated therein.

4. SMS/Text Messaging Terms

By providing your phone number and selecting SMS as your preferred delivery method for investor materials, you agree to the following:

• You consent to receive one (1) text message from Quelliv Investor Relations containing a link to the investor data room.
• Message and data rates may apply depending on your mobile carrier and plan.
• You may opt out of SMS messages at any time by replying STOP. You will receive a confirmation and no further messages will be sent.
• For help, reply HELP or contact invest@quelliv.com.
• SMS delivery is subject to carrier network availability. Quelliv is not responsible for delayed or undelivered messages due to carrier issues.
• Supported carriers include, but are not limited to, AT&T, T-Mobile, Verizon, and other major US carriers. Carriers are not liable for delayed or undelivered messages.
• Your phone number will not be sold, shared with third-party marketers, or used for unsolicited communications.

5. Ownership

All content included on the Site is and shall continue to be the property of Quelliv or (if applicable) its content suppliers and is protected under applicable copyright, patent, trademark, and other proprietary rights. Any copying, redistribution, use or publication by you of any such content or any part of the Site is prohibited, except as expressly permitted in these Website Terms. Under no circumstances will you acquire any ownership rights or other interest in any content by or through your use of the Site.

6. Intended Audience

The Site and the Investor Platform are intended for adults only. The Site is not intended for any children under the age of thirteen (13). Quelliv adheres to the Children's Online Privacy Act of 1998. The Investor Platform is intended for use by prospective investors who are legally eligible to receive information about investment opportunities in their jurisdiction.

7. Copyright and Trademarks

The information available on or through the Site is the property of Quelliv, content providers, or its licensors, and is protected by copyright, trademark, and other intellectual property laws. Users may not modify, copy, distribute, transmit, display, publish, sell, license, create derivative works or otherwise use any information available on or through the Site for commercial or public purposes. Other product and company names mentioned on the Site may be trademarks of their respective owners.

8. Use of Site

Quelliv grants you a limited, revocable, nonexclusive license to use the Site solely for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. You agree not to copy materials on the Site, reverse engineer or break into the Site, or use materials, products, or services in violation of any law. The use of the Site is at the discretion of Quelliv and Quelliv may terminate your use of the Site at any time.

9. Third Party Information and Sites

Although Quelliv monitors the information on the Site, some of the information is supplied by independent third parties. While Quelliv makes every effort to ensure the accuracy of all information on the Site, Quelliv makes no warranty as to the accuracy of any such information. Quelliv will not censor or edit the content of any third-party website. Because Quelliv does not control non-Quelliv websites or the products advertised therein, you acknowledge and agree that Quelliv is not responsible for the availability of such non-Quelliv websites, products, or services, and is neither responsible nor liable for any content, advertising, products, services or other materials on or available from such websites. In no event shall any reference to any non-Quelliv website, product or service be construed as an approval or endorsement by Quelliv of such website, product, or service.

10. Security

Data transmitted to and from the Site is encrypted for the user's protection. However, the security of information transmitted through the Internet can never be guaranteed. Quelliv is not responsible for any interception or interruption of any communications through the Internet or for changes to or losses of data. The user is responsible for maintaining the security of any password, user ID, or other form of authentication involved in obtaining access to password protected or secure areas of the Site, as applicable. To protect you and your data, Quelliv may suspend your use of the Site, without notice, pending an investigation, if any breach of security is suspected.

11. Compliance with Laws

Access to and use of the Site are subject to all applicable international, federal, state, and local laws and regulations. You agree to comply with all applicable laws regarding your use of the Site and not to use the Site in any way that violates such laws or regulations. You further agree that information provided by you is truthful and accurate to the best of your knowledge.

12. Indemnification

You agree to indemnify, defend and hold Quelliv, its affiliates, licensors, content providers, service providers and its partners, owners, employees, agents, officers, directors and contractors (the “Indemnified Parties”), harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to your violation of the Website Terms or use of the Site. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of any content or information or service accessed from the Site.

13. Disclaimer

YOUR USE OF THE SITE IS AT YOUR OWN RISK. ANY SERVICE AND/OR INFORMATION PROVIDED BY THE SITE IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. QUELLIV DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. QUELLIV DOES NOT WARRANT THAT ANY FUNCTION OR CONTENT CONTAINED ON THE SITE OR ANY SERVICE (PROVIDED OR REQUESTED THROUGH THE SITE) WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE AI CHAT ASSISTANT AND INVESTOR PLATFORM ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. QUELLIV MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION PROVIDED BY THE AI ASSISTANT. THE AI ASSISTANT DOES NOT PROVIDE FINANCIAL, INVESTMENT, LEGAL, OR TAX ADVICE. ALL INVESTMENTS CARRY RISK, INCLUDING THE POTENTIAL LOSS OF PRINCIPAL.

QUELLIV DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF ANY SERVICE OR CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE SITE, ANY SERVICE (PROVIDED OR REQUESTED THROUGH THE SITE), OR ITS CONTENT.

14. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL QUELLIV BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE SITE, THE INVESTOR PLATFORM, YOUR USE OF THE SITE, OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT IS TO CEASE ALL OF YOUR USE OF THE SITE.

IN NO EVENT WILL THE COLLECTIVE LIABILITY OF QUELLIV AND ITS AFFILIATES, LICENSORS, CONTENT PROVIDERS, SERVICE PROVIDERS, OWNERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO QUELLIV FOR THE USE OF THE SITE OR ANY SERVICE PROVIDED OR REQUESTED THROUGH THE SITE.

You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in these Website Terms that directly conflict with such laws may not apply to you.

15. Use of Information

Quelliv reserves the right, and you authorize Quelliv, to use and assign all information regarding use of the Site by you and all information provided by you in any manner consistent with Quelliv's Privacy Policy.

16. Copyrights and Copyright Agent

If you believe your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please provide a notice containing all of the following information to Quelliv's Copyright Agent, pursuant to the Digital Millennium Copyright Act (“DMCA”):

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the Site;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our Copyright Agent for Notice of claims of copyright infringement on the Site can be reached at: Quelliv, Inc., C/O Legal Department, info@quelliv.com

17. Governing Law; Venue; Actions

You agree that the Website Terms shall be governed and construed in accordance with the laws of the State of Florida, and applicable federal laws, without regard to conflicts of laws principles. Quelliv and you agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Website Terms shall be filed only in the state or federal courts located in Miami-Dade County, Florida, United States of America, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action that is not subject to binding arbitration as set forth herein.

18. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Binding Arbitration

If the parties are unable to resolve any controversy or claim arising out of or relating to the Site, use of the Site, these Website Terms and/or the Privacy Policy (each a “Dispute”) through informal negotiations, you and Quelliv agree that the Dispute (except those Disputes expressly excluded below) shall be settled by binding arbitration to be held in Miami-Dade County, Florida in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive, and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction.

To the extent permitted by law, Quelliv shall pay the administrative fees associated with the arbitration, except for the first $500.00 in administrative fees for any arbitration that is initiated by you, and each party shall separately pay its own counsel fees and expenses. The arbitrator shall apply Florida law consistent with the Federal Arbitration Act and applicable statutes of limitations and shall honor claims of privilege recognized at law.

BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL AND YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION. DO NOT USE THIS PLATFORM IF YOU DO NOT AGREE TO THE FOREGOING BINDING ARBITRATION PROVISIONS.

Class Action Waiver

The parties agree to bring any dispute in arbitration only on their own behalf, and not on a class or collective actions basis. No right or authority exists for any dispute to be brought, heard, or arbitrated as a class or collective action (“Class Action Waiver”). The Class Action Waiver shall not be severable from this Arbitration Provision in any case in which: (a) the dispute is filed as a class and/or collective action and (b) a civil court of competent jurisdiction finds the Class Action Waiver is unenforceable. In such instances, the class and/or collective action must be litigated in a civil court of competent jurisdiction.

19. Severability

If any provision of the Website Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Website Terms will otherwise remain in full force and effect.

20. Waiver

The failure of Quelliv to exercise or enforce any right or provision of the Website Terms shall not operate as a waiver of such right or provision. Any waiver of the Website Terms by Quelliv must be in writing and signed by an authorized representative of Quelliv.

21. Modification and Termination

Quelliv reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site or any service provided by the Site (or any part thereof) with or without notice. You agree that Quelliv will not be liable to you or any third party for any modification, suspension or discontinuance of the Site or any service (provided or requested through the Site).

22. Relationship of the Parties

Nothing contained in these Website Terms or your use of the Site shall be construed to constitute either party as a partner, joint venturer, employee or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.

23. Entire Agreement

The Website Terms constitute the entire agreement between you and Quelliv and govern the terms and conditions of your use of the Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Quelliv with respect to the Site. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use the Site. Quelliv may revise these Website Terms at any time by updating the Website Terms and posting it on the Site. Your continued use of this Site after any changes have been made to the Website Terms signifies and confirms your acceptance of any such changes or amendments to the Website Terms.

24. Contact Information

If you have any questions or complaints regarding these Website Terms, please contact Quelliv at info@quelliv.com.

For investor engagement platform inquiries: invest@quelliv.com

Notice to California Consumers: California residents may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.