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TERMS OF USE
Revised: January 10, 2025
These terms of use (the “Terms”) govern your (i) use of all websites, mobile websites, or other online services owned or operated by Dream Ventures LLC (the “Company,” “we” or “us”), including, without limitation, https://www.dreamventures.com/, and any mobile version of each website (each a “Site”, and collectively, the “Sites”), (ii) use of any other interactive features, widgets, products and resources offered by the Company and/or its affiliates, distributors or licensees through traditional Internet websites, mobile devices or other platforms, and (iii) use of all other Content (defined below) included within the Sites and accessible via any applications including Platforms (as defined below) when such Platforms are collecting and processing data on our behalf (all of which are collectively referred to as the “Services”). These Terms do not supersede any legally binding agreements between you and the Company and/or its affiliates, such as investment agreements and limited partnership agreements, which are independent from your use of the Sites and/or Services.
By accessing or using the Sites or Services, you acknowledge and agree to these Terms. You are not permitted to use the Sites if you do not agree to be legally bound by these Terms. If you and we agree to a separate contract governing our relationship (for example, an agreement to invest in your company), such contract will govern our relationship with regard to its subject matter and these Terms will not apply thereto.
1. INTENDED AUDIENCE
The Sites, Services, and all the information, images, text, illustrations, formats, logos, designs, icons, photographs, programs, music clips, video clips and written and other materials on or part of the Sites or Services (“Content”) is intended for lawful use only by users who are 18 years of age or older. If you are not a member of the intended audience, you are prohibited from accessing the Sites and Services. By accessing or using the Sites, you represent and warrant that you are 18 years of age or older and that you are the person you claim to be in your interactions with us and the Sites.
2. ADDITIONAL TERMS
Your use of certain Services may be subject to additional terms and conditions (“Additional Terms”). Where Additional Terms apply to a Service, we will make them available for you to read through your use of that Service. By using such Services, you agree to the Additional Terms.
3. USE OF THE SITES AND SERVICESYou agree that you will use the Sites, Services, and Content in compliance with all applicable laws and regulations. When you use the Sites or Services, you agree that you will not:
• Copy, download, reproduce, duplicate, archive, distribute, upload, publish, modify, broadcast, perform, display, sell, transmit or retransmit any Content you access on the Sites or the Services, other than as expressly permitted;
• Violate any law or regulation;
• Violate or infringe other people’s intellectual property, privacy, publicity, or other legal rights;
• Transmit anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
• Send unsolicited or unauthorized advertising or commercial communications, such as spam;
• Transmit any malicious or unsolicited software;
• Impersonate or misrepresent your affiliation with someone else;
• Use any means to “scrape,” “crawl,” or “spider” any web pages contained in the Sites (although the Company may allow operators of public search engines to use spiders to index materials from the Sites for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials, and the Company reserves the right to revoke these exceptions either generally or in specific cases);
• Use automated methods to use the Sites or Services in a manner that sends more requests to the Company servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser;
• Modify, make derivative works of, disassemble, reverse engineer or reverse compile any part of the Sites;
• Access or view the Sites in order to build a similar or competitive website, product or service to the Sites or the Services; or interfere with or disrupt the Sites or Services.
We reserve the right, but are under no obligation, to review your use of the Sites and Services for compliance with these Terms.
4. OWNERSHIP
We own, license or use in legally permissible manner the Content, Company trademarks, trade names, logos, and brand elements (“Company Marks”) and the trademarks, trade names, logos and brand elements of third parties (“Third-Party Marks”). The Content, Company Marks, and Third-Party Marks are protected under U.S. and international laws. You may not reproduce, publish, republish, display, copy, use, distribute, create derivative works from, or otherwise exploit the Sites, Services, Company Marks, Third-Party Marks, or Content without our written permission.
Subject to these Terms, we hereby grant to you a personal, non-exclusive, non-transferable, royalty-free, non-sublicensable, revocable, limited license to access, view and use the Sites, Services, and Content. The Sites, Services, and Content are provided to you on a temporary basis, and we reserve the right to withdraw or restrict access to all or any part of the Sites, Services, or Content at any time. This limited and revocable authorization does not grant you any licenses, implied rights, or intellectual property rights. You agree that your use of the Sites, Services, and Content is at your sole risk and that you assume all responsibility for any reliance on the Content.
5. FEEDBACK
We always welcome and appreciate your feedback, ideas, and suggestions (“feedback”) about the Sites, Services, and the Company. You understand and agree that (i) your feedback is not confidential or proprietary, (ii) we may not respond to or implement feedback, (iii) we are not under any obligations to you because of your feedback, and (iv) we may use, disclose, copy, distribute, display, publish, perform, or create any derivative work from your feedback for any purpose, in any manner, and at any time without attribution or compensation to you.
6. DIGITAL MILLENNIUM COPYRIGHT ACT
We respect the intellectual property rights of others. Upon proper notice, we will remove applicable content that violates copyright law. Pursuant to 17 U.S.C. § 512, the Company has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your work has been copied in a way that constitutes copyright infringement, please send our copyright agent (listed below) a notification of claimed infringement with all of the following information:
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
• Identification of the claimed infringing material and information reasonably sufficient to permit the Company to locate the material on the applicable Site;
• Information reasonably sufficient to permit the Company to contact you, such as an address, telephone number, and, if available, an email address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and your physical or electronic signature.
Please send all of the above enumerated information via mail or email to the following:
Dream Ventures LLC
Attn: Privacy
3993 Howard Hughes Parkway
Suite 450
Las Vegas, Nevada 89169
compliance@dreamventures.com
Please do not send notices or inquiries unrelated to alleged copyright infringement to our designated agent.
7. PRIVACY
We respect your privacy. Our Privacy Policy for the Sites and Services is located at www.dreamventures.com/privacy-policy and it explains how we collect, use, and disclose information about you in connection with each Site and the Services. By using the Sites or the Services, you agree to the Privacy Policy.
By using the Sites and Services, you consent to receiving electronic communications from us related to your use of the Sites and Services including, but not limited to, announcements regarding changes to these Terms or our Privacy Policy.
We utilize investment management platforms Juniper Square and Carta (collectively, the “Platforms”). When the Platforms collect, store and/or process data on our behalf, they act as our service provider. However, you may also interact with the Platforms outside of their data collection and processing on our behalf such as when you visit their website or create an online account with them. When you interact with the Platforms outside of their data collection and processing on our behalf, your interaction will be governed by the privacy policy and terms of use for the relevant Platform. Please review the relevant privacy policy and terms of use before interacting with a Platform. To the fullest extent permitted by law, we disclaim all liability for the acts and omissions of the Platforms.
8. THIRD PARTY LINKS
Our Sites and Services may contain links to other websites that are owned and operated by independent third parties to which these Terms do not apply. A link to a third party’s website may, but does not necessarily, mean that we endorse it or that we are affiliated with it, unless expressly indicated on the Site (e.g., including a third party within our list of investments means we have invested with that third party). We are not responsible or liable for any damage or loss related to the use of any third-party website. You should always read the terms and conditions and privacy policy of a third-party website before using it.
9. CHANGES AND CORRECTIONS TO
THE SITES OR SERVICES
We update the Sites, Services, and Content often. We may change or discontinue any of the Sites, Services or Content, with or without notice to you. The Company reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice. We do not guarantee the continued availability of any Content or features of the Sites or Services.
10. TERMINATION
We reserve the right not to provide the Sites or Services to any user. We also reserve the right to terminate any user’s right to access the Sites or Services at any time, in our discretion. If you violate any of these Terms, your permission to use the Sites and Services automatically terminates.
11. DISCLAIMER AND LIMITATIONS ON OUR LIABILITY
YOU AGREE TO USE THE SITES, SERVICES, AND CONTENT AT YOUR OWN RISK. THE SITES, SERVICES, AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND OUR AFFILIATES, DISTRIBUTORS AND LICENSEES, AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, MANAGERS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARENTS, SUBSIDIARIES, CORPORATE AFFILIATES, AGENTS AND LICENSORS (REFERRED TO COLLECTIVELY AS “AFFILIATES”) DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT, WITH RESPECT TO THE SITES, SERVICES, AND CONTENT.
IN PARTICULAR, THE COMPANY AND OUR AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE AVAILABILITY, QUANTITY, ACCURACY, COMPLETENESS, RELIABILITY, PERFORMANCE, TIMLINESESS, OR CONTINUED AVAILABILITY OF THE SITES, SERVICES, AND CONTENT. THE COMPANY AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITES OR SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (D) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITES OR SERVICES; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITES OR SERVICES BY ANY THIRD PARTY; OR (F) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SITES OR SERVICES.
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR IN ANY APPLICABLE ADDITIONAL TERMS, THE COMPANY AND OUR AFFILIATES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY ENTITY, PRODUCT OR SERVICE PUBLISHED, RECOMMENDED, ADVERTISED OR OFFERED FOR SALE ON OR THROUGH THE SITES OR SERVICES OR ANY LINKED WEBSITE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY NOR OUR AFFILIATES WILL BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL/REPUTATION, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO USE OF THE SITES OR SERVICES.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent the Company may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of the Company liability will be the minimum permitted under such law.
12. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless the Company and its Affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including reasonable attorneys’ fees and legal costs), arising from or relating to: (a) any information that you submit, post, or transmit through the Sites or Services; (b) the use of the Sites, Services, or Content by you; (c) the violation or alleged violation of these Terms by you; or (d) the violation of any applicable laws or regulations or rights of any third party, including intellectual property, privacy, publicity, or other proprietary rights by you. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If we do assume the defense of such a matter, you will reasonably cooperate with the Company in such defense.
13. OTHER PROVISIONS
Force Majeure. Under no circumstances will the Company be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond its reasonable control.
Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws rules or provisions.
Dispute Resolution. Any controversy, claim, or dispute arising out of or related to these Terms (or the interpretation, performance, or breach of them), the Sites or the Services, including but not limited to alleged violations of state or federal statutory or common law rights or duties (a “Dispute”) shall be solely and exclusively resolved according to the procedures set forth in this paragraph. If we are unable to resolve any Dispute through informal means, either party may initiate binding arbitration of such Dispute. The arbitration shall be initiated and conducted according to the JAMS/Endispute Comprehensive Arbitration Rules and Procedures in effect as of the date hereof, including the Optional Appeal Procedure provided for in such rules (the “Arbitration Rules”). The arbitration shall be conducted in New York, New York, before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator’s decision shall be controlled by these Terms and any of the other agreements, including any applicable Additional Terms. No Disputes may be arbitrated on a class or representative basis; arbitration can decide only the individual Dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. BY ENTERING INTO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE YOUR RIGHT TO A JURY TRIAL AND ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY. The arbitrator shall not have the power to award punitive damages against any party.
Severability. If any provision of these Terms is found to be unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity or enforceability of any remaining provisions.
No Waiver. The failure of the Company to enforce any right or provision of these Terms will not prevent the Company from enforcing such right or provision in the future.
Assignment. We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, a sale of assets or by operation of law.
14. CHANGES TO THESE TERMS
We may, in our sole discretion, change or modify these Terms from time to time. If we change these Terms, we will inform you by posting the revised Terms on the Sites. Those changes will go into effect on the Revision Date shown in the revised Terms. By continuing to use our Sites or Services, you agree to the revised Terms. If the change is a “material change” that requires us to notify you pursuant to applicable law, we will notify you by email to the email address we have on record at least thirty (30) days before the Revision Date. If you object to any such changes, your sole recourse shall be to cease using the Sites and/or Services.
15. WEBSITE DEFINED TERMS
DPI is the ratio of distributions paid out to Paid-in-Capital. Paid-in-Capital is equal to the capital contributions to the fund.
TVPI is the ratio of Total Value to Paid-in-Capital. Total Value is equal to the sum of distributions and the residual value of the fund, net of any management fees and carried interest.
16. DISCLAIMERS
No offer to purchase or sell securities. The information contained on the Sites has been prepared solely for informational purposes and does not constitute an offer to sell or a solicitation of an offer to buy any security and may not be relied upon in connection with the purchase or sale of any security. If any offer of securities is made, it shall be made pursuant to a formal offering that would contain material information not contained on the Sites and that will supersede, amend and supplement the information contained on the Sites in its entirety. A decision to invest in the Company or its affiliates, including, but not limited to, “Dream Fund I LP” or “Dream Fund 2 LP” (collectively, the “Fund”) should be made after conducting such investigations as you deem necessary or appropriate and consulting your own professional advisors in order to make an independent determination of the suitability and consequences of an investment.
Securities not registered. Any interests in the Fund described on the Sites have not and will not be registered under the Securities Act of 1933 (the “U.S. Securities Act”) or any state securities laws or the laws of any foreign jurisdiction, and the Fund will not be registered as an “investment company” under the Investment Company Act of 1940 (the “1940 Act”).
Any investment interests described on the Sites may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the U.S. Securities Act. Accordingly, each purchaser of the interests offered by the Fund will be required to (a) represent that such purchaser is an “accredited investor” as defined by Regulation D under the U.S. Securities Act and (b) make such additional representations as may be required by the Fund to allow it to comply with one or more exemptions from registration under the 1940 Act.
No representations or warranties. No representation or warranty, express or implied, is made as to the accuracy or completeness of the estimates, projections and other information contained on the Sites, and nothing contained on the Sites shall be relied upon as a promise or representation whether as to the past or future performance. An investment in the Fund is speculative and involves a high degree of risk, which each investor must carefully consider. There can be no assurance that the Fund’s investment objectives will be achieved. An investor in the Fund could lose all or a substantial amount of his, her or its investment in the Fund.
Past performance is not indicative of future results. There can be no assurance that the Fund will achieve comparable results, that targeted returns, diversification or asset allocations will be met, or that the Fund will be able to implement its investment strategy and investment approach or achieve its investment objective. Substantiation of any factual or performance data provided on the Sites can be provided upon request.
Investments Not Representative of Fund. The investments of the Fund that are listed on the Sites are not intended to be representative of any current or future investments of any other funds affiliated with the Company. There can be no assurance that any other funds will be able to consummate future investments with the same or similar characteristics of the listed portfolio companies, or that, if consummated, such investments will be profitable.