Terms of Use

These Terms of Use (the “Terms”) are a legally binding agreement between you (“User” or “you”) and Agora Labs Ltd., a British Virgin Islands business company (“Legion”, the “Company”, “we”, “us”, or “our”). They govern your access to and use of our website at uselegion.com, all subdomains, subdirectories, and any related, successor, or alias domains owned or operated by Legion, including all pages, content, applications, and functionalities available therein (the “Site”), together with any related products and services that we provide (the “Services”).

By accessing or using the Site or the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, including the provisions relating to limitation of liability, indemnification, and dispute resolution, and by our Privacy Policy and Risk Disclosures. If you do not agree to these Terms, you must not access the Site or use the Services.

I. The Services

Legion is a private-markets capital formation platform. The Services enable qualified investors to discover, evaluate, and participate in private-market investment opportunities, including primary offerings and co-investments, through special-purpose vehicles (“SPVs”) sponsored, managed, and administered by Legion affiliates. The portfolio companies in which an SPV invests are third parties unaffiliated with Legion. The SPVs themselves are not third parties: they are Legion-sponsored vehicles, as described in Section I-A. The Services also provide tools for issuers, sponsors, and investors to manage their engagement with such opportunities.

Legion acts solely as a technology provider. We do not provide investment advice, recommendations, brokerage, underwriting, or portfolio management to you, and we do not act as your fiduciary or agent. Investment advisory services are provided to the SPVs — not to you or to any other investor — by Primus Pilus Ltd., a British Virgin Islands business company and an exempt reporting adviser under section 203(m) of the U.S. Investment Advisers Act of 1940. Each SPV is managed by its general partner, which has sole authority to make investment decisions for that SPV. Any investment decision is made solely by you. When you invest, you subscribe for an interest in an SPV on the terms of that SPV’s own offering and subscription documents, and your counterparty is the SPV and its general partner, not Legion.

Your use of the Services is subject to any additional policies, supplemental terms, offering documents, subscription agreements, or operating agreements that may apply to a particular transaction or feature. In the event of a conflict between these Terms and the specific terms of a given offering or SPV, the terms of the offering or SPV will control with respect to that transaction. This includes the governing law, jurisdiction, and dispute-resolution provisions of those documents, which may differ from those in Section IX and which control in respect of any claim relating to that investment.

I-A. Legion Affiliates and Conflicts of Interest

Legion and its affiliates act in multiple capacities in respect of the SPVs made available through the Services:

• Programmatic GP, LLC, a Delaware limited liability company, acts as general partner of the U.S. SPVs. It has sole authority to make investment decisions for, execute documents on behalf of, and bind each such SPV.
• Primus Pilus Ltd., a British Virgin Islands business company, acts as investment adviser to the SPVs. It is an exempt reporting adviser under section 203(m) of the U.S. Investment Advisers Act of 1940. Its advisory relationship is with the SPVs and not with you.
• Programmatic Admin, LLC, a Delaware limited liability company, acts as administrator of the U.S. SPVs. It maintains the register of investors, processes capital calls and distributions, prepares tax reporting including Schedules K-1, and holds the administrative keys to any tokenized interests.

Each of these entities is controlled by, or under common control with, Legion.

These entities receive compensation in connection with the SPVs, including management fees, carried interest, and administrative fees, as disclosed in the offering documents for each SPV. Legion and its affiliates therefore have a financial interest in your decision to invest. Legion does not select investments for you, does not advise you, and makes no representation that any opportunity made available through the Services is suitable for you.

You should read the offering documents for each SPV in full. They describe the applicable fees, the identity of the general partner, investment adviser and administrator, and the conflicts of interest arising from these arrangements.

I-B. Securities Law Status

Interests in the SPVs are securities. They have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) or under the securities laws of any state or other jurisdiction, and are offered only in reliance on exemptions from registration, including Regulation D and/or Regulation S under the Securities Act. No SPV is or will be registered as an investment company under the U.S. Investment Company Act of 1940, in reliance on the exemption in section 3(c)(1) or section 3(c)(7) of that Act.

Interests are “restricted securities”. They may not be resold or transferred except in accordance with the Securities Act, the governing documents of the relevant SPV, and any applicable holding period, transfer restriction, or Regulation S flowback restriction. There is no public market for the interests, none is expected to develop, and you should be prepared to hold any interest indefinitely.

Legion is not registered as a broker-dealer, investment adviser, exchange, alternative trading system, or funding portal in any jurisdiction.

Whether you may participate in a given offering, and which SPV you may invest through, depends on whether you are a U.S. person and on your investor status. Your representations as to U.S.-person status, accredited investor status and, where applicable, qualified purchaser status will be relied upon by Legion, by the relevant SPV, and by its general partner.

II. Access to the Services

Eligibility. To access or use the Services, you must be at least 18 years of age (or the age of majority in your jurisdiction) and able to form a legally binding contract with us. You represent that you will use the Services for your own personal or internal business purposes, not on behalf of any third party, and only in a manner consistent with all laws that apply to you.

Account creation. To use most of the Services, you must register for a Legion account. Registration is limited to one account per individual; creating multiple accounts is prohibited and may result in termination of all associated accounts. You agree to provide accurate, current, and complete information and to keep that information up to date. You are solely responsible for all activities that occur under your account.

Your Legion profile. As part of onboarding, you will be asked to complete a profile that may include your display name, optional profile picture and bio, and responses to eligibility questions. You acknowledge that your responses to eligibility questions, including your residency and investor-status representations, are intended for the benefit of Legion and the issuers, sponsors, and SPVs with whom you choose to engage and will be relied upon by them. You must truthfully disclose whether you are a citizen or resident of the United States and whether you qualify as an “accredited investor” or equivalent under applicable law. Your U.S.-person status determines which SPVs you may invest through: U.S. persons may invest only through U.S. vehicles and non-U.S. persons only through non-U.S. vehicles. This restriction is applied for securities, tax, and regulatory reasons and is not waivable. Misrepresentation may result in immediate termination of your account and potential legal liability.

Credentials and account security. You are responsible for maintaining the confidentiality and security of your login credentials and for all activity that occurs under your account. You must not share your credentials, sell or transfer access to your account, or attempt to circumvent our access controls. If you believe your account has been compromised, contact us immediately at [email protected]. We assume no responsibility for losses resulting from credential compromise or your failure to act on notices or alerts we send.

Identity verification. Legion uses third-party providers to perform Know-Your-Customer (KYC), sanctions screening, and investor-accreditation checks. To participate in investment opportunities on the Services, you will be required to complete these checks. By initiating them, you consent to the collection and processing of your personal data and government-issued identification by Legion and its service providers in accordance with our Privacy Policy.

Jurisdictional restrictions. Legion operates the Site and Services from the British Virgin Islands. The Services are directed only at persons in jurisdictions where they may lawfully be provided, and only at investors who satisfy the eligibility requirements applicable to a given offering. Legion does not market, offer, or promote the Services or any investment opportunity in any jurisdiction in which it is not permitted to do so, and does not direct any communication to persons in such jurisdictions. Nothing on the Site constitutes an offer or solicitation by Legion in any jurisdiction.

Eligibility to participate in any offering is determined by Legion at onboarding and may be restricted or refused based on your jurisdiction of residence, citizenship, or organization. An investor that is not a U.S. person may not invest through an SPV whose portfolio company is organized or based in that investor’s own jurisdiction.

III. Use of the Services

Third-party services. The Services may contain links to, or integrations with, third-party services that are not owned or controlled by us. Your use of any third-party service is at your own risk and is subject to that provider’s terms. The availability of a third-party service through the Services is not an endorsement.

Open-source software. The Services may incorporate or link to open-source software. Your use of such components is subject to the applicable open-source licenses, which you agree to comply with.

No advisory or fiduciary relationship. Nothing made available through the Services constitutes legal, financial, tax, accounting, or investment advice, and no fiduciary or advisory relationship is created between you and Legion. You are solely responsible for conducting your own due diligence on any issuer, sponsor, SPV, or transaction before engaging with it.

Acknowledgement of risks. You understand that access to and use of the Site and Services is at your own risk. The principal risks include, but are not limited to:

• Investment risk. Private-market investments are speculative and illiquid. You may lose your entire investment, and there is no guarantee of a secondary market.
• Technology and network risk. You assume all risks associated with software, network infrastructure, and, where applicable, blockchain-based payment and settlement systems, including bugs, outages, denial-of-service attacks, and unauthorized third-party access.
• Regulatory and legal uncertainty. Laws and regulations applicable to the Services, to private-market transactions, and to digital assets are evolving and may materially affect the Services, the value of your investments, or your ability to access the Site.
• No insurance or government protection. Investments made through the Services are not insured by any governmental agency or deposit-insurance scheme and do not benefit from the protections available to traditional bank accounts or public-market securities.

Additional risks are described in our Risk Disclosures and in the offering materials for each specific transaction.

IV. Content, Ownership, and Responsibilities

Definitions. “Content” means all materials displayed or made available on or through the Services, including text, graphics, data, articles, photos, images, and other materials. “User Content” means all Content that you or any user of your account provides through the Services, including profile information, deal submissions, communications, comments, and any other information you provide to us or to other users.

Our content. As between you and Legion, we exclusively own all right, title, and interest in the Services and the Content (other than User Content and third-party content), including associated intellectual property rights. Subject to your compliance with these Terms, we grant you a limited, non-assignable, non-exclusive, non-transferable, revocable license to access and use the Services for your reasonable personal or internal business purposes.

Your content. You retain ownership of your User Content. By submitting User Content through the Services, you grant us a non-exclusive, perpetual, irrevocable, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, display, and publish that User Content in connection with operating, improving, and promoting the Services. This licence does not extend to (a) any material submitted to Legion in confidence in connection with a prospective or actual transaction, including deal materials, financial information, and diligence materials; (b) any personal data, which is governed by our Privacy Policy; or (c) any material subject to a separate confidentiality or non-disclosure agreement between you and Legion or any Legion affiliate, the terms of which control. You represent and warrant that you have all rights necessary to grant this license and that your User Content does not infringe any third party’s rights or violate any law.

Content moderation. We may, but are not obligated to, monitor, review, edit, or remove any Content. We may remove or modify any Content at any time without notice. Our failure to exercise these rights does not waive them.

V. Fees and Financial Terms

Platform fees. Legion does not currently charge fees for creating an account. We reserve the right, in our sole discretion, to introduce fees for particular features of the Services, including fees charged at the SPV or transaction level, with reasonable prior notice via the Site or your registered email.

Transaction-level fees and expenses. Specific investment opportunities are subject to management fees, carried interest, administrative fees, and transaction costs. These are payable to Legion affiliates, including the general partner, investment adviser, and administrator of the relevant SPV, and will be disclosed in the relevant offering or subscription documents. You should review those documents carefully before committing capital.

Taxes. You are solely responsible for determining and satisfying any tax obligations arising from your use of the Services and from any investment you make. We do not provide tax advice. You should consult a qualified tax adviser regarding your reporting obligations in your country of residence and citizenship.

VI. Prohibited Use

You represent, warrant, and agree that you will not use the Services, or interact with the Services, in a manner that:

• Infringes or violates the intellectual property rights or any other rights of any third party (including us);
• Violates any applicable law or regulation, including export-control, sanctions, securities, anti-money-laundering, or tax laws;
• Uses false, deceptive, or misappropriated identifying information, or impersonates another person or entity;
• Is fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
• Copies, discloses, scrapes, or distributes Content except as expressly permitted by these Terms, or uses the Services for competitive purposes;
• Uses information obtained from Legion or its users for purposes other than those for which we make the Services available;
• Jeopardizes the security of any account, attempts to obtain another user’s credentials, or interferes with the security of any computer network;
• Decompiles, reverse-engineers, or otherwise attempts to derive source code or underlying information from the Services;
• Rents, leases, resells, sublicenses, or otherwise transfers access to the Services;
• Circumvents access controls, KYC or accreditation checks, or jurisdictional restrictions; or
• Enables or facilitates any third party in doing any of the foregoing.

We reserve the right, in our sole discretion, to determine whether any use of the Services violates these Terms and to suspend, restrict, or terminate access accordingly.

VII. Account Management

Additional information. We may require you to provide additional information or documents at the request of a competent authority or in order to comply with applicable law, including anti-money laundering, counter-terrorist-financing, sanctions, and tax-reporting requirements. Where we have reason to believe that your account is being used unlawfully or in breach of these Terms, we may freeze, suspend, or terminate your account until our review is complete.

Suspension and termination. We may suspend, restrict, or terminate your access to any or all of the Services and/or deactivate your account if: we are required to do so by law, subpoena, or order of a governmental authority; we reasonably suspect that your account is being used in violation of these Terms; your activity is subject to pending litigation, investigation, or regulatory proceedings; or you take any action that we deem to circumvent our controls. We are not responsible for any losses you may incur as a result of our compliance with applicable law or the direction of any regulator or court. You may cancel your account at any time by contacting us.

Account closure on death. If we receive notice of your death, we may freeze your account pending confirmation and will work with your lawful representative to transfer or wind down the account in accordance with applicable law and any operative SPV or fund documents.

VIII. Risk Allocation

Limitation of liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT TO THE EXTENT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) SHALL LEGION, ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST INVESTMENTS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE SITE OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL NOT BE LIABLE FOR ANY LOSS RELATING TO THE OWNERSHIP, VALIDITY, MARKETABILITY, OR SUITABILITY OF ANY INVESTMENT; TRANSACTIONS YOU CONDUCT OR ATTEMPT TO CONDUCT USING THE SERVICES; OR LOSSES, DELAYS, FAILURES, OR INTERRUPTIONS OCCURRING BY REASON OF CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL.

Release. You irrevocably release Legion and its directors, officers, employees, agents, affiliates, and representatives (the “Legion Parties”) from any claims relating to: (a) the Site, the Services, or your use of any Content, including any representations or referrals you receive through the Services; (b) misstatements, inaccuracies, or omissions in Content and your reliance on any information provided through the Services; (c) obligations arising through communications made by other users; (d) violations of these Terms; (e) any third party’s use of Content obtained through the Services; (f) your inability to access the Site or the Services, including as a result of suspension or termination of your account; and (g) any other person’s access to or use of the Services through your account.

Indemnification. To the fullest extent permitted by law, you agree to indemnify and hold the Legion Parties harmless from any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to (a) your use of the Services (including any use by a third party with access to your account); (b) your violation of these Terms or applicable law; (c) your violation of any third party’s rights; (d) any dispute between you and another user; (e) any User Content you provide; and (f) your negligence, willful misconduct, or fraud. This obligation survives termination of your account or these Terms.

No warranty. THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OR INFORMATION PROVIDED THROUGH THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

IX. Governing Law and Dispute Resolution

Governing law. These Terms and the relationship between you and the Company are governed by and construed in accordance with the laws of the British Virgin Islands, without regard to its conflict-of-laws principles.

Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including any question of their existence, validity, or termination, shall be finally resolved by binding arbitration seated in Road Town, Tortola, British Virgin Islands, before a single arbitrator, in the English language, administered under the BVI International Arbitration Centre (BVI IAC) Arbitration Rules then in force. Judgment on the award may be entered by any court of competent jurisdiction.

Class action and jury trial waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND THE COMPANY AGREE THAT ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER PARTY WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, AND NO ARBITRATOR SHALL HAVE AUTHORITY TO CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. EACH PARTY ALSO WAIVES ANY RIGHT TO A JURY TRIAL TO THE EXTENT SUCH A RIGHT EXISTS.

Severability of waiver. If the class-action or jury-trial waiver is found to be unenforceable as to all or part of a dispute, those parts shall be severed and shall proceed in a court of competent jurisdiction in the British Virgin Islands, while the remaining parts proceed in arbitration.

Claims that cannot be arbitrated. Nothing in this Section IX waives, limits, or requires the arbitration of any claim to the extent that such waiver, limitation, or requirement is prohibited by applicable law, including any claim arising under the U.S. Securities Act of 1933 or the U.S. Securities Exchange Act of 1934 to the extent that section 14 or section 29(a) of those Acts respectively renders such a provision void. If any claim is determined not to be arbitrable, that claim shall proceed in a court of competent jurisdiction and the remaining claims shall proceed in arbitration.

X. General

Changes to these Terms. We may amend these Terms from time to time by posting the revised version on the Site or by emailing you. The revised Terms will take effect at the time specified in the notice or, if none is specified, immediately upon posting. If you do not agree with any modification, your sole and exclusive remedy is to discontinue using the Services and close your account.

Change of control. In the event that Legion is acquired by or merged with another entity, or in connection with a sale of assets or similar transaction, we may transfer or assign these Terms and the information we have collected from you as part of that transaction.

Assignment. You may not assign any rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction. Any attempted assignment in violation of this section is void.

Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

Entire agreement. These Terms, together with our Privacy Policy, Risk Disclosures, and any offering, subscription, or operating documents incorporated by reference, constitute the entire agreement between you and Legion with respect to the Services and supersede any prior agreements or understandings. Section headings are for convenience only.

Survival. All provisions of these Terms that by their nature should survive termination shall survive, including the sections on ownership, fees, prohibited use, risk allocation, governing law, and general provisions.

Contact. If you have questions about these Terms, please contact us at [email protected].