Terms of Use

INTRODUCTION AND ACCEPTANCE

1.1 Operator of the Site.

The website located at https://apogeevcfund.com, together with every page, subdomain, investor portal, data room, form, tool and communication associated with it (the "Site"), is operated by Apogee Diversified Manager LLC, a Wyoming limited liability company (the "Manager"), in its capacity as manager of Apogee Diversified Venture Fund LLC, a Delaware series limited liability company organized under Section 18-215 of the Delaware Limited Liability Company Act (the "Fund").

1.2 Acceptance.

These Terms of Use (the "Terms") are a binding agreement between you and Apogee. By accessing, browsing or otherwise using the Site, by submitting an Investor Access Request, or by clicking any button or checking any box that indicates acceptance, you agree to be bound by these Terms. If you do not agree, you must not use the Site.

1.3 Capacity and Authority.

You represent that you are at least 18 years of age and that you have the legal capacity to enter into these Terms. If you use the Site on behalf of an entity, a trust, a family office or any other person, you represent that you are authorized to bind that person, and in that case the word "you" refers both to you individually and to that person.

1.4 Additional Terms.

The Privacy Policy and the Important Disclosures posted on the Site are incorporated into these Terms by reference. Certain areas or features of the Site may be subject to additional terms, such as a confidentiality agreement or the terms of a portal provider, and those additional terms apply in addition to these Terms.

1.5 Order of Precedence.

These Terms govern only your use of the Site. They do not amend, supplement or supersede the Offering Documents or any other written agreement between you and Apogee, and if these Terms conflict with the Offering Documents with respect to any matter relating to an investment, the Offering Documents control.

DEFINITIONS

The following terms have the meanings set out below when used in these Terms.

• "Administrator" means Apogee Diversified Administrator LLC, a Wyoming limited liability company, which provides administrative services to the Fund and its Series.
• "Apogee," "we," "us" and "our" mean the Manager, the Fund, each Series, the Administrator and their respective affiliates, and, where the context requires, their respective members, managers, officers, employees, agents and representatives.
• "Content" means all text, data, graphics, visualizations, portfolio maps, presentations, video, audio, software, logos and other materials made available on or through the Site.
• "Investor Access Request" means any form, inquiry or request submitted through the Site by which a person asks to receive information about an investment, to obtain access to a Restricted Area or to be contacted by Apogee.
• "Offering Documents" means the confidential private placement memorandum of the Fund, each applicable series supplement, the limited liability company agreement of the Fund, the applicable subscription agreement and the exhibits and questionnaires attached to any of them, in each case as amended from time to time.
• "Restricted Area" means any portion of the Site, including any investor portal or data room, that is accessible only with credentials issued or approved by Apogee.
• "Series" means each series of the Fund established under the limited liability company agreement of the Fund, including the Diversified Series.
• "Submission" means any information, document or material that you transmit to Apogee through the Site or in response to a communication originated through the Site.
• "Units" means the non-voting Class A Units of any Series.

NATURE OF THE SITE AND OF THE OFFERING

3.1 Informational Purpose.

The Site provides general information about Apogee, its investment thesis and its activities. The Content is a summary, it is not complete, and it is not intended to provide the information that a prospective investor requires in order to make an investment decision.

3.2 Private Offering under Rule 506(c).

Units are offered in a private placement conducted under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(c) of Regulation D. That rule permits an issuer to engage in general solicitation, which includes the publication of a website such as the Site, on the condition that every purchaser is an accredited investor and that the issuer takes reasonable steps to verify that status. Accordingly, access to the Site is open to the public, while the ability to invest is restricted to persons whose accredited investor status has been verified.

3.3 No Offer Where Unlawful.

The Site does not constitute an offer to sell or a solicitation of an offer to buy any security in any jurisdiction, or to any person, where such an offer or solicitation would be unlawful. No security is offered at the level of the Fund, and no Units may be acquired through the Site.

3.4 Investment Only through the Offering Documents.

Any investment will be made only through the Offering Documents, after completion of the verification, identity and sanctions procedures that Apogee requires, and upon written acceptance of a subscription by the Fund on behalf of the applicable Series. The Fund may reject any subscription in whole or in part for any reason.

3.5 No Advice and No Fiduciary Relationship.

Nothing on the Site is investment, legal, tax, accounting or other professional advice, and nothing on the Site is a recommendation to buy, sell or hold any security. Your use of the Site, the submission of an Investor Access Request and the receipt of Offering Documents do not create an advisory, fiduciary, client or other professional relationship between you and Apogee.

3.6 No Brokerage or Platform Services.

Apogee is not a broker-dealer, a funding portal or an investment platform, and the Site does not execute, match or intermediate transactions in securities.

ACCURACY OF INFORMATION AND ABSENCE OF RELIANCE

4.1 Date of the Content.

The Content speaks only as of the date indicated on it or, where no date is indicated, as of the date on which it was first posted. Apogee has no obligation to update, correct or remove Content, and Content may become outdated as the Fund, the Series and their portfolios evolve.

4.2 Third-Party Sources.

Certain Content has been obtained from portfolio companies, prospective portfolio companies and other third parties. Apogee has not independently verified that information and makes no representation as to its accuracy or completeness.

4.3 Absence of Reliance.

You agree that you will not rely on the Site for any investment decision. The only materials on which a prospective investor may rely are the Offering Documents that Apogee delivers to that investor, and no person has been authorized to make any representation on behalf of Apogee that is not contained in them.

4.4 Errors and Availability.

The Site may contain typographical errors, technical inaccuracies or omissions, and it may be unavailable from time to time. Apogee may correct errors and modify the Content at any time without notice.

ELIGIBILITY AND JURISDICTIONAL RESTRICTIONS

5.1 United States Audience.

The Site is directed to persons located in the United States. It is not directed to any person in any jurisdiction where its publication or availability would be contrary to local law or regulation. Persons who access the Site from other jurisdictions do so on their own initiative and are responsible for compliance with the laws that apply to them.

5.2 Absence of Foreign Registration.

The Units have not been registered or qualified for offer or sale under the laws of any jurisdiction outside the United States, and Apogee has taken no action to permit a public offering of the Units in any jurisdiction.

5.3 Your Representations.

Each time you submit an Investor Access Request or any other Submission, you represent that the information you provide is true, accurate and complete, that you are acting for your own account or for the account of a person that you are authorized to represent, that you are not acting on behalf of a competitor of Apogee or for the purpose of obtaining confidential information for a use other than the evaluation of an investment, and that neither you nor any person on whose behalf you act is the subject of sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury or by any other competent authority.

INVESTOR ACCESS REQUESTS AND VERIFICATION

6.1 No Obligation.

Submitting an Investor Access Request does not oblige Apogee to respond, to provide information, to grant access to a Restricted Area, to deliver Offering Documents or to accept any investment. Apogee may decline any request at its discretion and without explanation.

6.2 Verification of Accredited Investor Status.

Because the offering is conducted under Rule 506(c), a statement by you that you are an accredited investor is not sufficient. Before any subscription is accepted, Apogee or a third-party verification provider that it designates will require documentation that supports your status within the meaning of Rule 501(a) of Regulation D, which may include tax returns, account statements, credit reports, written confirmations from a registered broker-dealer, registered investment adviser, licensed attorney or certified public accountant, or any other method permitted by the rule.

6.3 Identity and Sanctions Checks.

Apogee may also require information and documentation that establish your identity, the identity of your beneficial owners and the source of your funds, and it may screen that information against sanctions and other watch lists.

6.4 Duty to Update.

You agree to notify Apogee promptly if any information that you have provided ceases to be true, accurate or complete, including any change in your accredited investor status before the acceptance of your subscription.

6.5 Electronic Communications and Signatures.

By submitting an Investor Access Request you consent to receive communications from Apogee by electronic means at the address you provide, including the delivery of the Offering Documents, notices and disclosures, and you agree that those communications satisfy any legal requirement that they be made in writing. You also agree that agreements and acknowledgments may be executed by electronic signature, which will have the same effect as a handwritten signature. You may withdraw your consent to receive marketing communications at any time as described in the Privacy Policy.

RESTRICTED AREAS, CREDENTIALS AND CONFIDENTIAL MATERIALS

7.1 Access Credentials.

Access to a Restricted Area is personal to the individual or entity to which Apogee grants it. You are responsible for maintaining the confidentiality of your credentials and for all activity conducted through them, whether or not you authorized it, and you agree not to share them with any other person.

7.2 Security.

You agree to notify Apogee promptly at info@apogeevcfund.com of any unauthorized use of your credentials or any other breach of security of which you become aware. Apogee may disable any credentials at any time if it believes that they have been compromised or misused.

7.3 Confidentiality.

The Offering Documents and all other materials made available through a Restricted Area or delivered in response to an Investor Access Request are confidential and proprietary to Apogee and, in certain cases, to portfolio companies and other third parties. You agree to hold them in confidence, to use them solely for the purpose of evaluating a potential investment in a Series, and not to copy, reproduce, forward, publish or disclose them, in whole or in part, to any other person.

7.4 Permitted Disclosures.

You may disclose confidential materials to your own legal, tax and financial advisors who need to know them for the purpose described above, provided that you inform them of the confidential nature of the materials and that you remain responsible for any breach by them.

7.5 Compelled Disclosure.

If you are required by law, regulation or legal process to disclose confidential materials, you agree, to the extent legally permitted, to give Apogee prompt written notice so that it may seek a protective order or other remedy, and to disclose only that portion of the materials that you are legally required to disclose.

7.6 Return or Destruction.

Upon request by Apogee, or if you decide not to invest, you agree to return or destroy all confidential materials in your possession, subject to any copy that you are required to retain by law or by a bona fide internal compliance policy, which will remain subject to this Section.

7.7 Relationship to Other Confidentiality Obligations.

Any confidentiality agreement between you and Apogee, and the confidentiality provisions of the Offering Documents, control over this Section to the extent of any inconsistency.

7.8 Monitoring.

Apogee may monitor and record access to and activity within any Restricted Area, including the documents viewed and downloaded by each user, for purposes of security, compliance and recordkeeping.

INTELLECTUAL PROPERTY AND LIMITED LICENSE

8.1 Ownership.

Except as otherwise indicated, the Site and all Content, including the network and particle visualizations, the portfolio maps, the logos and the APOGEE name and marks, are owned by or licensed to Apogee and are protected by copyright, trademark and other intellectual property laws. APOGEE and its associated logos are trademarks of Apogee or its affiliates. All other names, logos and marks that appear on the Site are the property of their respective owners, and their appearance on the Site does not imply any affiliation with or endorsement by those owners unless expressly stated.

8.2 Limited License.

Subject to your compliance with these Terms, Apogee grants you a limited, personal, revocable, non-exclusive and non-transferable license to access the Site and to view and download Content from the public areas of the Site for your personal and non-commercial reference only.

8.3 Restrictions.

No other use, reproduction, distribution, public display, modification, creation of derivative works, framing or mirroring of the Site or the Content is permitted without the prior written consent of Apogee, and you may not remove or alter any copyright, trademark or other proprietary notice. You may not use the APOGEE name or marks without prior written permission.

8.4 Reservation of Rights.

All rights not expressly granted in these Terms are reserved by Apogee and its licensors.

ACCEPTABLE USE

You agree that you will not, and that you will not permit or assist any other person to, do any of the following.

(a) misrepresent your identity, your affiliation with any person or your investor status in any Investor Access Request or other Submission,

(b) access or attempt to access any Restricted Area, account, system or network without authorization, or circumvent or attempt to circumvent any security or access control of the Site,

(c) use any robot, spider, scraper or other automated means to access, extract, index or reproduce Content, or use Content to train or develop any machine learning or artificial intelligence model, without the prior written consent of Apogee,

(d) introduce any virus, malicious code or other harmful component, or interfere with or disrupt the Site or the servers and networks connected to it,

(e) probe, scan or test the vulnerability of the Site, or reverse engineer, decompile or disassemble any part of it, except to the extent that this restriction is prohibited by law,

(f) use the Site to transmit unsolicited commercial communications or to collect personal data about other users,

(g) impersonate Apogee or any of its personnel, or state or imply that Apogee endorses you or any product, service or investment that you offer,

(h) use the Site or the Content to offer, promote or solicit investment in any security or product other than as expressly authorized by Apogee in writing, or

(i) use the Site in violation of any applicable law or regulation, including securities laws, export control laws and sanctions.

SUBMISSIONS AND FEEDBACK

10.1 Unsolicited Materials.

If you send Apogee business plans, pitch materials, investment proposals or other unsolicited materials through the Site, you agree that those materials are not confidential or proprietary as between you and Apogee, that no confidentiality or other obligation arises from their receipt, and that Apogee may use, evaluate or disregard them without obligation to you.

10.2 Independent Development.

You acknowledge that Apogee and its affiliates review a large number of companies and proposals, that some of them may be similar to or competitive with yours, and that nothing in these Terms restricts Apogee or its affiliates from investing in, advising or developing any business, whether or not it is similar to or competitive with a business described in your Submission.

10.3 Feedback.

If you provide suggestions or comments about the Site, you grant Apogee a perpetual, irrevocable, worldwide and royalty-free right to use them for any purpose without compensation or attribution to you.

10.4 Exception.

This Section does not apply to information that you provide to Apogee under a separate written agreement that contains confidentiality obligations, nor to the personal data and verification documentation of prospective investors, which are handled as described in the Privacy Policy.

THIRD-PARTY LINKS, SERVICES AND PORTFOLIO COMPANY CONTENT

11.1 Third-Party Sites.

The Site may link to or reference websites, portfolio company sites, social media platforms and other resources that Apogee does not operate. Apogee does not control and is not responsible for the content, accuracy, security or privacy practices of any third-party site, and the inclusion of a link does not imply endorsement. You access third-party sites at your own risk and subject to their own terms.

11.2 Third-Party Service Providers.

Certain features of the Site, such as the investor portal, the data room, electronic signature and accredited investor verification, may be provided by third parties under their own terms and privacy policies, which you may be required to accept in order to use those features.

11.3 Portfolio Company Content.

Statements made by portfolio companies or prospective portfolio companies, whether on their own sites or reproduced on the Site, are the responsibility of those companies and are not statements of Apogee.

TITLES, ROLES AND PERSONNEL

References on the Site to individuals as Founder, Partner, Principal or by any other title describe their role in connection with Apogee and do not, by themselves, indicate any particular ownership interest, partnership status or decision-making authority with respect to the Fund, any Series, the Manager or the Administrator. The authority to manage the Fund and the Series is set out exclusively in the Offering Documents. Certain individuals identified on the Site may be employees, consultants or representatives of affiliates of Apogee or of third-party service providers.

PRIVACY

The collection and use of personal data through the Site are described in the Privacy Policy. By using the Site you acknowledge that you have read it.

SUSPENSION, TERMINATION AND SURVIVAL

14.1 Rights of Apogee.

Apogee may modify, suspend or discontinue the Site or any part of it, and may suspend or terminate your access to the Site or to any Restricted Area, at any time and without notice or liability, including where it believes that you have violated these Terms or that information you provided is inaccurate.

14.2 Effect of Termination.

Upon termination of your access, the license granted in these Terms ends and you must cease all use of the Site. Your obligations with respect to confidential materials continue after termination.

14.3 Survival.

The provisions of these Terms that by their nature should survive termination will survive, including those on the absence of reliance, confidentiality, intellectual property, Submissions, disclaimers, limitation of liability, indemnification, governing law, dispute resolution and general provisions.

COPYRIGHT COMPLAINTS

If you believe that Content infringes a copyright that you own or control, you may send a written notice to info@apogeevcfund.com that identifies the copyrighted work and the allegedly infringing material together with its location on the Site, and that includes your contact information, a statement of your good faith belief that the use is not authorized by the owner, its agent or the law, a statement under penalty of perjury that the information in the notice is accurate and that you are authorized to act on behalf of the owner, and your physical or electronic signature. Apogee will review notices that meet these requirements and will respond as provided by applicable law.

DISCLAIMER OF WARRANTIES

THE SITE AND THE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. APOGEE DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECT WILL BE CORRECTED. YOU USE THE SITE AT YOUR OWN RISK.

LIMITATION OF LIABILITY

17.1 Excluded Damages.

TO THE FULLEST EXTENT PERMITTED BY LAW, APOGEE AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR INVESTMENT OPPORTUNITY, ARISING FROM OR RELATING TO THE SITE, THE CONTENT OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT APOGEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 Cap.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF APOGEE FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SITE, THE CONTENT OR THESE TERMS WILL NOT EXCEED $100 (ONE HUNDRED DOLLARS).

17.3 Preservation of Rights under Securities Laws.

NOTHING IN THESE TERMS WAIVES OR LIMITS ANY RIGHT THAT YOU MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS TO THE EXTENT THAT SUCH RIGHT CANNOT BE WAIVED, AND THE RIGHTS AND OBLIGATIONS OF ANY INVESTOR IN A SERIES ARE GOVERNED BY THE OFFERING DOCUMENTS AND NOT BY THESE TERMS.

17.4 Jurisdictions that Restrict Limitations.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages, and in those jurisdictions the exclusions and limitations above apply to the greatest extent permitted by law.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless Apogee and its members, managers, officers, employees, agents and representatives from and against all claims, liabilities, damages, losses, costs and expenses, including reasonable attorneys’ fees, arising from or relating to your misuse of the Site, any misrepresentation contained in a Submission, your unauthorized disclosure of confidential materials, or your violation of these Terms or of any law or right of a third party. Apogee may assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with that defense, and you may not settle any such matter without the prior written consent of Apogee.

GOVERNING LAW AND DISPUTE RESOLUTION

19.1 Governing Law.

These Terms and any dispute arising from or relating to the Site are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

19.2 Exclusive Forum.

Any such dispute will be resolved exclusively in the state or federal courts located in the State of Delaware, and you consent to the personal jurisdiction of those courts and waive any objection based on inconvenient forum.

19.3 Disputes Relating to an Investment.

Any dispute between an investor and the Fund, a Series, the Manager or the Administrator that relates to an investment is governed instead by the dispute resolution provisions of the Offering Documents.

19.4 Waiver of Jury Trial and of Class Proceedings.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND APOGEE EACH WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING RELATING TO THE SITE OR TO THESE TERMS, AND EACH AGREE THAT ANY SUCH PROCEEDING WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.

19.5 Period for Claims.

ANY CLAIM RELATING TO THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM ARISES, FAILING WHICH IT IS PERMANENTLY BARRED TO THE EXTENT PERMITTED BY LAW.

19.6 Scope of this Section.

Sections 19.4 and 19.5 do not apply to claims that arise under federal or state securities laws or under the Offering Documents.

EQUITABLE RELIEF

You acknowledge that a breach of the provisions of these Terms on confidential materials, Restricted Areas, intellectual property or acceptable use may cause Apogee irreparable harm for which monetary damages would be an inadequate remedy, and you agree that Apogee may seek injunctive or other equitable relief in any court of competent jurisdiction, without the need to post a bond or to prove actual damages, in addition to any other remedy available to it.

EXPORT CONTROLS AND SANCTIONS

You may not access or use the Site if you are located in, or are a national or resident of, any country or territory that is subject to comprehensive sanctions of the United States, or if you are identified on any list of prohibited or restricted parties maintained by the government of the United States, and you agree not to export or re-export any Content in violation of applicable law.

CHANGES TO THESE TERMS

Apogee may update these Terms from time to time by posting the revised version on the Site with a new Last Updated date. Revised Terms take effect when they are posted, and your continued use of the Site after that date constitutes acceptance of them. If you hold credentials for a Restricted Area, Apogee may also require you to accept the revised Terms as a condition of continued access.

GENERAL PROVISIONS

23.1 Entire Agreement.

These Terms, together with the Privacy Policy and the Important Disclosures, constitute the entire agreement between you and Apogee regarding the Site and supersede all prior understandings on that subject.

23.2 Severability.

If any provision of these Terms is found to be unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full effect.

23.3 No Waiver.

The failure of Apogee to enforce any provision of these Terms is not a waiver of that provision or of the right to enforce it later.

23.4 Assignment.

You may not assign these Terms or any right under them without the prior written consent of Apogee, and any attempted assignment without that consent is void. Apogee may assign these Terms to any affiliate or successor.

23.5 Third-Party Beneficiaries.

The members, managers, officers, employees, agents and representatives of Apogee are intended beneficiaries of the disclaimers, limitations and indemnities in these Terms. Except for them, these Terms do not confer rights on any third party.

23.6 Force Majeure.

Apogee is not responsible for any failure or delay in the operation of the Site that results from causes beyond its reasonable control.

23.7 Interpretation.

Headings are included for convenience only and do not affect interpretation. The word "including" means including without limitation. These Terms have been prepared in the English language, which controls over any translation.

CONTACT

Questions about these Terms may be directed to info@apogeevcfund.com or by mail to Apogee Diversified Manager LLC, 2106 House Ave Suite 375, Cheyenne, Wyoming 82001.