Terms of Use

Last Revised: January 17, 2023

I.GENERAL

These Terms of Use, and our Privacy Policy, as each is amended from time to time, as well as all any other rules and restrictions set forth on this website, apply to you when you view, access or otherwise use the website located at www.cieloinfra.com (the “Cielo Site”). The CIELO Site is owned by Cielo Digital Infrastructure, LLC and its affiliates (collectively, “Cielo”), and for the purposes of these Terms of Use, the terms “we,” “us,” “our,” and “Cielo,” refer to Cielo Digital Infrastructure, LLC and its affiliates. “You” refers to you, as a user of this Cielo Site. By accessing or using the Cielo Site, you are acknowledging that you have read, understand and agree without limitation or qualification to be bound by these Terms of Use. If you do not agree with these Terms of Use, you do not have the right to access or otherwise use the Cielo Site and, accordingly, you should not do so.

To the extent permitted by applicable laws, Cielo may change, add or remove any part of these Terms of Use, or any other terms associated with the use of the Cielo Site at any time. Any changes shall become part of these Terms of Use and shall apply as soon as such a notice is posted. By continuing to use the Cielo Site after such notice is posted, you are indicating your acceptance of those changes.

II.PRIVACY POLICY

In addition to these Terms of Use, your use of and access to the Cielo Site is also subject to our Privacy Policy, which is incorporated by reference herein. Our Privacy Policy contains additional terms relating to our potential collection, use and disclosure of your personal information. You agree that you have read, agreed to and understand our Privacy Policy.

III. USE OF THE CIELO SITE AND SITE CONTENT

(a) License to Use the Cielo Site
We grant you a revocable, nonexclusive, nontransferable, limited right to access, use and display the Cielo Site and the copyrighted materials (including but not limited to photographs, graphics, and logos), trademarks and other proprietary information provided hereon (collectively, “Site Content”), provided that you comply fully with these Terms of Use. Images displayed on the Cielo Site are either our property or used with our permission. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by us. You agree to use the Cielo Site and the Site Content only for lawful, personal, non-commercial, and informational purposes. Except as otherwise permitted herein, you may not reproduce, distribute, modify, copy, publish, display, transmit, adapt, upload, create derivative works of, post or in any way exploit the Cielo Site or the Site Content in any manner or for any purpose. Additionally, you may not (and may not encourage others to) violate any law, regulation, rule or the intellectual property or contractual rights of others, or use or gain access to the identities, information or computers of others, through the Cielo Site. You may not attempt to violate the security of the Cielo Site or transmit any virus, worm, time bomb or similar system interference or corruptant through the Cielo Site.

(b) Website Accounts
Certain areas of the Cielo Site are accessible only to limited partners of the Cielo funds and their designated representatives (collectively, “LPs”), and then only by entering a validly issued username and password. You may not access any password protected areas of the Cielo Site without proper authorization. By accessing the password protected areas of the Cielo Site using a valid username and password, you acknowledge and agree that: (i) Cielo has granted you limited access to specific information or materials relating to your investments solely for your lawful, personal, non-commercial and informational purposes; (ii) such information and materials are confidential and proprietary to Cielo; (iii) you will hold such information and material strictly confidential, and without the prior written consent of Cielo, you will not disclose any such information or materials to any person or entity, use such information or materials for any purpose other than those expressly permitted by us, or copy, reproduce or redistribution in whole or in part any of the information or materials in any manner; (iv) you will immediately return or destroy at the request of Cielo all copies of such information or materials; and (v) you will take reasonable steps to protect the confidentiality of your username and password, and you agree to immediately notify Cielo if you become aware of any disclosure, loss, theft or unauthorized use of your username or password. LPs are also subject to the confidentiality provisions contained in the limited partnership agreement of any applicable Cielo fund(s), which apply to all information and materials included in any password protected areas of the Cielo Site.

The information contained in the Cielo Site may include material non-public information regarding the Cielo funds and their underlying portfolio companies. It is a violation of U.S. securities laws for a person in possession of material non-public information concerning an issuer to purchase or sell securities of such issuer or to communicate such information to another person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities.

Cielo will not be liable for any loss or damage arising from any failure to comply with this Section III(b).

(c) Copyright Protection
The Cielo Site and all Site Content contained thereon is protected by copyright as a collective work under United States copyright laws, and is owned or controlled by, or licensed to, Cielo or the party listed as the provider of the applicable Site Content. UNAUTHORIZED COPYING, REPRODUCTION, DISTRIBUTION, MODIFICATION, PUBLICATION, DISPLAY, ADAPTATION, UPLOADING, CREATION OF DERIVATIVE WORKS, POSTING, OR TRANSMISSION OF ANY OF THE SITE CONTENT IS PROHIBITED. You may download any Site Content available for download on the Cielo Site only for lawful, personal, noncommercial and informational purposes, provided that such downloadable Site Content is also subject to the terms of this Section III, and provided further that you maintain and abide by all copyright, trademark and other notices contained in such Site Content, or if none, you abide by the following copyright and trademark notice with respect to such downloaded materials:

(d) The Cielo logo and all associated trademarks and logos used herein are trademarks of Cielo Digital Infrastructure, LLC or its affiliates. Other company and product names used herein are properties of their respective owners. All rights reserved.

(e) Trademarks
“Cielo,” “Cielo Digital,” “Cielo Infrastructure”, “Cielo Digital Infrastructure, LLC,” and other marks, product names and company names appearing on the Cielo Site are trademarks and service marks of Cielo and/or the respective owners of such other marks, product names or company names, as applicable, and in each case are protected by law. All such trademarks and service marks may be used publicly only with permission from Cielo. Fair use of the trademarks and service marks requires proper acknowledgment in accordance with the above copyright and trademark notice.

(f) No Offers or Reliance
Cielo is not utilizing the Cielo Site to provide investment or other advice, and no information or material on the Cielo Site is intended to be a recommendation to buy or sell any securities or is to be relied on for the purpose of making or communicating investment decisions. Past performance is not indicative of future results and no representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.

The information contained on the Cielo Site is not an offer to sell or a solicitation to buy any security, financial instrument, investment or other product or service of Cielo. No action should be taken or omitted to be taken in reliance upon information on the Cielo Site. Advice from a suitably qualified professional should always be sought in relation to any particular matter or circumstance. No security, financial instrument, investment or other product or service is offered or will be sold by Cielo or, if sold by us, will be effective in any jurisdiction in which such offer or solicitation, purchase or sale would be unlawful under the securities or other laws of such jurisdiction.

Cielo strives to provide accurate, complete and updated information on the Cielo Site; however, Cielo does not warrant that any information on the Cielo Site is complete or free from error, or that such information is fully updated through any particular date. All material on the Cielo Site is information of a general nature and does not address the circumstances of any particular individual or entity. No information or materials contained on the Cielo Site should be construed or relied upon as investment, legal, tax or other professional advice. Cielo will not treat users of the Cielo Site as its partners, clients, customers or investors by virtue of their accessing the Cielo Site. Cielo does not offer investment advisory services to the public.

Certain of the information contained in the Cielo Site may include certain historical investment performance information and forward-looking statements relating to the Cielo funds as well as to their underlying portfolio companies. Such information is based upon a variety assumptions that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties. Actual events are difficult to project and can be expected to depend upon factors that are beyond the control of Cielo. No representation or warranty is made as to future performance or with respect to any performance information or forward-looking statements contained in the Cielo Site. Cielo does not assume any obligation to update or otherwise revise the Cielo Site to reflect actual circumstances or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error. Furthermore, Cielo does not intend to update the Cielo Site to reflect changes in general economic or industry conditions.

(g) Links to Other Websites and/or Materials
Links may appear on the Cielo Site that may be used to link to third party website(s) that are not owned or controlled by us (the “Linked Websites”). These links are provided solely as a courtesy to our Cielo Site visitors. Cielo reserves the right to add, change, decline or remove any link at any time. Cielo has no control over, and assumes no responsibility for (i) the materials, information, goods or services available or contained on the Linked Websites or (ii) any privacy or other practices of the Linked Websites. If you decide to access any of the Linked Websites, you expressly relieve Cielo of any and all liability arising from your use of the Linked Websites. Accordingly, Cielo encourages you to read the terms and conditions and privacy policies of the Linked Websites that you visit.

IV. DISCLAIMERS AND LIMITATION OF LIABILITY

(a) No Express or Implied Warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE CIELO SITE AND SITE CONTENT IS AT YOUR OWN RISK AND THE CIELO SITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CIELO, ITS AFFILIATES OR THIRD PARTY SERVICE PROVIDERS, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES (COLLECTIVELY, INCLUDING CIELO, THE “CIELO PARTIES”), MAKES ANY WARRANTY WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY OR NON-INFRINGEMENT, OR THAT THE CIELO SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE CIELO SITE OR AS TO THE ACCURACY, RELIABILITY, QUALITY OR CONTENT OF ANY INFORMATION OR SERVICE PROVIDED ON OR THROUGH THE CIELO SITE.

(b) Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE CIELO PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE CIELO SITE, OR THE BREACH OF ANY REPRESENTATION OR WARRANTY, WHETHER AS A BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES, WITHOUT LIMITATION, TO ANY INJURY OR DAMAGE OF ANY KIND, INCLUDING TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY, RESULTING FROM ANY MISTAKES, INTERRUPTION, OMISSION, DELETION OR OTHER DATA LOSS, DEFECT, DELAY IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE, COMPUTER VIRUS, FILE CORRUPTION, NETWORK OR SYSTEM OUTAGE, COMMUNICATION-LINE FAILURE, BROWSING, DOWNLOAD OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD. CIELO SHALL NOT BE LIABLE FOR THIRD PARTY CLAIMS FOR DAMAGES AGAINST THE USER, OR FOR MALFUNCTION, DELAYS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS, OR OTHER CLAIMS, LOSSES OR DAMAGES OF ANY KIND, WHETHER OR NOT CIELO HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH CLAIMS, LOSSES OR DAMAGES.

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions the above limitations and exclusions may not apply to you. In such states or jurisdictions the Cielo Parties’ liability is limited to the extent permitted by law, thereby minimizing the Cielo Parties’ liability to you to the lowest amount permitted by applicable law. In no event shall our total liability to you for all damages, losses and causes of action exceed the amount paid by you, if any, for accessing this website.

As consideration for access to the Cielo Site, you agree to indemnify and hold the Cielo Parties harmless from and against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action including but not limited to actions by third parties against you or any of the Cielo Parties (i) arising from any alleged breach by you of these Terms of Use or any representations, warranties and/or covenants contained herein, (ii) out of or in connection with any decisions that you make based on the information or materials contained on the Cielo Site or (iii) otherwise arising from or relating to your use of the Cielo Site, or your violation of the Cielo Site policies.

V. MISCELLANEOUS

(a) Governing Law and Jurisdictional Issues
This agreement is governed in all respects by the substantive laws of the State of New York and of the United States of America. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed. The Cielo Site is controlled and operated from Cielo’s offices in the United States of America, and Cielo makes no representations that materials in the Cielo Site are appropriate or available for use in other locations. Those who choose to access the Cielo Site from other jurisdictions do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Cielo Site from any territory where the content is illegal is prohibited. Cielo reserves the right to limit access to the Cielo Site to any person, geographic region or jurisdiction.

You acknowledge that any software which may be available or provided to you on this Cielo Site may contain technology that is subject to strict controls pursuant to export control laws and regulations of the United States and other countries and jurisdictions. You hereby agree that you will not transfer or export such software in violation of such applicable export laws and regulations. We do not authorize the downloading or exportation of any software, technical data or materials from this Cielo Site to any jurisdiction prohibited by such export controls laws and regulations.

(b) Suggestions and Feedback
Cielo welcomes feedback or inquiries about our products and services. Any unsolicited suggestions will be treated as non-confidential and non-proprietary to you, but Cielo reserves the right to treat such suggestions as confidential and proprietary to Cielo. Any and all rights to materials and ideas submitted to us become the exclusive property of Cielo. Such information (other than personal data or information, which is collected, stored and disclosed in accordance with our Privacy Policy) may be used for any purpose, including, but not limited to, reproduction, solicitations, disclosure, transmission, publication, broadcast, and posting, without remuneration, compensation or attribution to you, provided that Cielo is under no obligation to use such feedback. We are free to use any ideas, concepts, know-how, or techniques contained in any communication you send to us via the Cielo Site or by any other means for any purpose whatsoever, including, but not limited to, developing and marketing products using such information.

(c) Electronic Communications
When you visit the Cielo Site or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by email or through other electronic means. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

(d) Interpretation and Entire Agreement
These terms and conditions, together with our Privacy Policy, form the complete and exclusive agreement between you and Cielo with respect to your use of the Cielo Site, and they supersede all prior or contemporaneous proposals, oral or written, understandings, representations, conditions, warranties, and all other communications between you and Cielo relating to such matters. This agreement may not be explained or supplemented by any prior course of dealings or trade by custom or usage. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not affect the interpretation of these Terms of Use. If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

(e) No Agency
No agency, partnership, joint venture, or employment is created as a result of your use of the Cielo Site, and you do not have any authority of any kind to bind the Cielo Parties in any respect whatsoever.

(f) Contact Us
If you have any questions, comments or concerns regarding these Terms of Use and/or the Cielo Site, please send an email to: info@cieloinfra.com.

Cielo Digital Infrastructure, LLC
1700 City Plaza Drive, Suite 400
Spring, TX 77389