Eligibility

Membership is limited to individuals who:

1. Are invited by the Company; and
2. Agree to abide by the standards and expectations of the Community, as set forth herein or as otherwise communicated to Members.

The Company reserves the sole and absolute discretion to approve or deny membership.

Membership Benefits

Membership includes:

• Access to two (2) curated events annually.
• Eligibility to attend events in any chapter (space permitting).
• Eligibility to participate in certain investment opportunities offered through the Community.
• Eligibility to invest in opportunities through a Special Purpose Vehicle (“SPV”) administered by the Company.

Event details, formats, and programming are determined in the sole discretion of the Company. The Company reserves the right to modify Membership Benefits at any time.

Membership Dues and Renewal

Annual membership dues:

• Are payable on January 1 (or the first business day following) of each year. Failure to timely pay dues may result in suspension or termination of membership.
• May be prorated in the discretion of the Company depending on when Member joins.
• Are non-refundable except as expressly determined by the Company in its sole discretion.
• May be increased at any time by the Company, with any increase to go into effect at the next renewal.

Membership renews annually unless Member provides written notice to Company of intent not to renew at least thirty (30) days prior to the end of the calendar year or Membership is terminated by either party in accordance with Section 9.

Chapters and Capacity

The Community currently operates the following regional chapters:

• Upstate South Carolina
• Low Country South Carolina

Each chapter may maintain capacity limits (currently 65 members per chapter). Members may attend events outside their home chapter, space permitting.

The Company may modify chapter structure at any time.

Investment Opportunities and Investment Vehicle

From time to time, Members may be offered opportunities to participate in certain investment opportunities. Company shall administer an SPV through which Member shall be able to co-invest in such opportunities, provided certain investment minimums are met.

Member understands and acknowledges the following:

• Participation in any investment opportunity offered through the Community, as well as any investment through an SPV administered by the Company, is entirely optional.
• Member may be required to qualify as an “Accredited Investor” as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933 in order to participate in investment opportunities offered through the Community and/or invest through an SPV administered by the Company.
• Participation in each investment and each SPV will be governed by separate legal documents.
• Membership in the Community does not guarantee allocation or access to any specific investment.
• The Company makes no representation regarding the performance, suitability, or success of any investment opportunity offered to Members, whether the Member is investing through a Company administered SPV or not.
• Neither the Community or the Company is an investment fund, broker-dealer, or registered investment advisor.
• Members acknowledge that all investments involve risk, including the potential loss of capital.

Confidentiality

Members agree that:

• Investment opportunities, deal materials, attendee lists, and discussions are confidential.
• Members shall not record, reproduce, distribute, or publicly disclose confidential information shared within Community events without prior written consent.

This obligation survives termination of membership indefinitely.

Code of Conduct

The Community is designed to foster substance, trust, and meaningful connection. Members agree to:

• Attend and participate at events.
• Engage other Members respectfully and professionally.
• Avoid disruptive or inappropriate conduct.
• Refrain from undesired solicitation of other Members.
• Comply with all applicable laws.

The Company may suspend or terminate membership for conduct inconsistent with Community standards, in its sole discretion.

Assumption of Risk

Members voluntarily assume all risks associated with attending Community events and agree to release and hold harmless the Company and any parent companies, subsidiaries, affiliates, partners, and their respective employees, directors, and agents, from claims arising from event attendance or participation, except to the extent caused by gross negligence or willful misconduct by Company.

The Company or third-party vendors used by Company may require separate event waivers.

Termination

This Agreement will remain effective until:

• Membership expires and is not renewed;
• Member resigns in writing; or
• The Company terminates membership.

The Company may terminate the membership of any Member at any time if a Member violates any of these Terms and Conditions, or if, in the sole discretion of the Company, a Member otherwise acts contrary to the interests of the Community.

A Member may terminate his/her membership at any time upon written notice, but membership dues are non-refundable unless specifically determined otherwise by the Company.

Notwithstanding the above, if a Member terminates his/her membership as a result of an update to these Terms and Conditions, the Company will return a prorated amount of the annual dues to the Member, taking into account the number of events attended, as well as other factors.

Limitation of Liability

The Company shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or related to membership in the Community.

Notwithstanding the above, the Company’s liability, if any, shall not exceed the amount of membership dues paid by Member during the prior twelve (12) months.

Intellectual Property

Ownership of Company Intellectual Property

All right, title, and interest in and to the Ataraxia Community and its associated intellectual property, including but not limited to:

• The name “Ataraxia Community,” logos, trademarks, service marks, trade names, and branding elements;
• All event formats, concepts, structures, themes, and programming;
• All written materials, presentations, investment summaries, dashboards, and digital platform content;
• All audiovisual content, recordings, photographs, videos, and media created by or on behalf of the Company;
• All proprietary processes, methods, frameworks, and community structures; and
• All improvements, modifications, or derivative works of the foregoing,

(collectively, the “Company Intellectual Property”) are and shall remain the sole and exclusive property of Ataraxia Experiences, LLC.

Membership does not grant Member any ownership interest in Company Intellectual Property.

Limited License to Members

Subject to compliance with this Agreement and the Terms and Conditions, the Company grants Member a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use Company Intellectual Property solely for Member’s personal, non-commercial participation in the Community.

Member shall not, without prior written consent of the Company:

• Copy, reproduce, distribute, publish, or display Company Intellectual Property;
• Modify, create derivative works from, or reverse engineer Company Intellectual Property;
• Use Company Intellectual Property for commercial purposes; or
• Use Company Intellectual Property to create or operate a competing community, investment group, or network.

Member Content and Contributions

To the extent Member shares content, insights, presentations, or materials within the Community (“Member Contributions”), Member retains ownership of such Member Contributions.

However, Member grants the Company a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, distribute, and display Member Contributions solely for purposes of operating, improving, and promoting the Community.

Survival

This Intellectual Property section shall survive termination of membership indefinitely.

Media Release

Member acknowledges and agrees that the Company may photograph, record, or otherwise capture Member’s likeness, voice, image, statements, and participation at Community events.

Member hereby grants the Company a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, publish, and distribute such media for lawful business purposes, including marketing, promotional, and operational purposes.

No Partnership or Agency

Membership does not create any of the following:

• A partnership
• A joint venture
• An agency relationship
• Fiduciary duties between Members
• Fiduciary duties between the Company and Members (except as expressly provided in separate investment vehicle agreements)

Amendments to Terms and Conditions

The Company may amend these Terms and Conditions at any time.

Any updated Terms and Conditions will become effective upon notice to Members, and continued Membership in the Community constitutes acceptance of the updated Terms and Conditions.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to conflict of law principles.

Any dispute shall be brought exclusively in the state courts located in either Spartanburg County or Greenville County, South Carolina.