Terms of Use

Effective Date: February 10, 2025

These terms of use (“Terms of Use”) constitute a legally binding agreement between Gemspring Capital Management, LLC (together with its affiliates, “Gemspring,” “our,” “us,” “we”) and you, the user of the Gemspring website (the “Site”).

By accessing the Site, you acknowledge that you have read and that you agree to the Terms of Use. The Terms of Use govern your use of the Site. Please read the Terms of Use carefully. If you do not agree with the Terms of Use, please do not use the Site.

Gemspring reserves the right to amend the Terms of Use in its sole discretion at any time. Gemspring will post any changes to the Terms of Use on the Site, and changes shall be effective immediately upon posting. We recommend that you re-visit the Site on occasion to learn of any revised terms or policies. Your continued use of the Site after any such changes constitutes your acceptance of the new terms and policies.

Your right to access and use the Site is limited solely for informational purposes. As a condition of your right to access the Site under the Terms of Use, you acknowledge and agree that you shall not directly or indirectly:

• • Use the Site for any commercial purpose or for the benefit of any third party;
  • Hyperlink, “frame”, “mirror” or incorporate the Site or any portion thereof into any other website without the prior written consent of Gemspring;
  • Take any action that imposes, or may impose, in our sole discretion, an unreasonable load on our infrastructure;
  • Remove any proprietary notices from the Site or any copy thereof;
  • Attempt to decompile, reverse engineer or hack the Site or to defeat or overcome any security measures, encryption and/or digital rights management technology implemented by Gemspring with respect to the Site and/or data transmitted, processed or stored by Gemspring; or
  • Use the Site for any illegal or fraudulent purpose.

Gemspring does not solicit or make its services available to the public. The content of this Site is for general, informational purposes. Gemspring does not make any representation or warranty of any kind, express or implied, as to the accuracy or completeness of the information contained herein. Under no circumstances should the information presented be considered an offer to sell, or a solicitation to buy, any security. Such offer or solicitation may only be made pursuant to offering documents for the relevant Gemspring fund which may only be provided in accordance with applicable law. To the extent there are any inconsistencies between information on the Site and any such offering documents, the terms outlined in such offering documents shall prevail. Any decision to make an investment in any Gemspring fund should be based solely on the information in the applicable offering documents.

Although the Site may include investment-related information, nothing on the Site is a recommendation that you purchase, sell or hold any security or other investment, or that you should pursue any investment strategy, and no information or contents on the Site is to be relied upon for the purpose of making or communicating investment or other decisions. Nothing on the Site is intended to be, and you should not consider anything on the Site to be, investment, accounting, tax, legal or other professional advice.

The information provided on this Site may not be reproduced, distributed or communicated, in whole or in part, to any third party without the express written consent of Gemspring.

This Site includes information regarding Gemspring’s past and present portfolio companies. It should not be assumed that investments made in the future will be comparable in quality or performance to the investments described herein. The portfolio companies listed should not be assumed to have been profitable. Transaction data presented are as of the dates they occur. There can be no assurance that any pending transaction will be consummated.

The Site may contain forward-looking statements (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts and are based on current expectations, estimates, projections, opinions and/or beliefs of Gemspring. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. In addition, no representation or warranty is made with respect to the reasonableness of any estimates, forecasts, illustrations, prospects or returns, which should be regarded as illustrative only, or that any profits will be realized. Actual events or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements.

While we make reasonable efforts to provide accurate information, we may not promptly update or correct the Site even if we are aware that it is inaccurate, outdated or otherwise inappropriate. You agree that we are not responsible for any action that you take or decision you make in reliance on any information contained in the Site.

Gemspring reserves the right at all times to modify, suspend or discontinue (either temporarily or permanently) the Site or any part of the Site without notice.

This Agreement applies only to the Site and not to other websites that may be accessible from the Site and Gemspring shall not be responsible for the content of any third-party website accessible from the Site. Hyperlinks to or from the Site do not constitute third party endorsement of, sponsorship by or affiliation with Gemspring. Gemspring does not monitor, edit or control such third-party sites and is not responsible in any way for the suitability of their content or for the quality of the products or services offered therein. If you access any third-party website through the Site or otherwise, you do so at your own risk. Gemspring reserves the right to terminate any link at any time.

Gemspring owns and maintains this Site. No act of downloading or otherwise copying from this Site will transfer title to any material at this Site to you. Anything that you transmit to this Site becomes the property of Gemspring, may be used by Gemspring for any lawful purpose, and is further subject to disclosure as deemed appropriate by Gemspring, including to any legal or regulatory authority to which Gemspring is subject. Gemspring reserves all intellectual property rights with respect to this Site and will enforce such rights to the full extent of the law.

The trade names, trademarks, service marks, logos and other similar intellectual property (collectively, “Marks”) found on the Site are protected by intellectual property rights and other laws. You may not use any Mark or any contents of this Site without the express prior written permission of the owner (whether Gemspring or otherwise), and nothing contained in the Terms of Use or anywhere on the Site shall be construed as granting any license, permission or right to use any Mark or any contents of this Site.

Gemspring is not liable to you or anyone else for any claim of any nature whatsoever based on (1) the Site or its contents, including any decision made or action taken based on such contents or any feature of the Site, (2) Gemspring’s modification, suspension or discontinuation of the Site or whether the Site is accessible to you, or (3) your breach of any provision of the Terms of Use. Gemspring further assumes no responsibility or liability that the Site (or the systems that make it available to you) will be free of viruses or other harmful components. Gemspring makes no warranties (express or implied) relating to the Site, including, without limitation, warranties relating to quality, performance, non-infringement, merchantability or fitness for a particular purpose. You acknowledge that the entire risk arising out of the use of the Site remains with you to the maximum extent permitted under law.

Gemspring will not be liable for any damages or losses (including direct, indirect, incidental, consequential, special, punitive or exemplary damages, lost revenues, lost profits, loss of business, loss of data or any other damages or losses) arising out of or in connection with the Terms of Use or your use of any service or contents of this Site, regardless of the theory of liability, whether tort (including negligence of any kind), contract or any other legal or equitable theory, even if advised of the possibility of the damages or if the damages could have been foreseen.

To the fullest extent not prohibited by law, you agree that you will defend, indemnify and hold Gemspring, its parents, subsidiaries and other affiliates and each of their respective officers, directors, agents, employees and representatives harmless from and against any and all claims, demands, liabilities, costs or expenses, including reasonable attorneys’ fees, resulting from your use of the Site or your violation of the Terms of Use. Gemspring reserves the right to assume the exclusive defense and control of any matter for which it is entitled to indemnification hereunder. You agree to provide Gemspring with whatever cooperation it reasonably requests in connection with any such indemnification.

Gemspring respects your privacy and the security of your personal information. We have provided our Privacy Policy at https://www.gemspring.com/privacy-policy/

Gemspring makes no representation that the use of the Site outside of the United States is appropriate or lawful. Accessing this Site from countries or territories where such access is illegal is prohibited. If you access this Site from outside of the United States, you do so at your own risk and agree to comply with all local rules and regulations regarding internet usage. Gemspring’s databases are located in the United States and if you provide us with any data, you consent to the transfer and storage of such data within the United States.

Gemspring may terminate your access to this Site at any time, for any reason (or no reason) and without notice.

You may not assign or otherwise transfer these Terms of Use or your rights or obligations under it without Gemspring’s prior written consent, and any attempted assignment or other transfer in violation of this provision shall be null and void. Gemsrping may assign these Terms of Use or any rights under these Terms of Use without your consent and without notice.

Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of the Terms of Use shall nonetheless remain in full force and effect. The failure of Gemspring at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. The Terms of Use shall be governed by and construed in accordance with the laws of the State of Connecticut without regard to its conflict of law rules. Any legal proceeding arising out of or relating to the Terms of Use against or relating to Gemspring or any indemnified party under the Terms of Use will be subject to the exclusive jurisdiction of any state or federal court sitting in the State of Connecticut and you irrevocably consent to the jurisdiction of such courts. The terms and conditions set forth in the Terms of Use and any agreements included or referred to in the Terms of Use constitute the final, complete and exclusive agreement with respect to the Site and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.

If you have any questions or concerns about the Terms of Use or the Site, please contact Gemspring at info@gemspring.com or (203) 842-8886.