Terms of Use

1. Acceptance of these terms

These Terms of Use (the "Terms") govern your access to and use of aivitalhealthcapital.com (the "Site"), operated by Aivital Health Capital Inc., a Delaware corporation ("Aivital," "we," "us"). By using the Site, you agree to these Terms and to our Privacy Notice. If you do not agree, do not use the Site.

2. Informational purposes only

The Site provides general information about Aivital, its strategy, its target portfolio and its planned financing. The information is provided as of the date indicated or, if none, as of the date it was posted. It may be incomplete, may change without notice, and should not be relied on as the basis for any investment decision.

3. No offer or solicitation

Nothing on the Site constitutes an offer to sell, or a solicitation of an offer to buy, any security, token or other financial instrument, in any jurisdiction. Any offering of Series B shares, or of any economic interest token related to them, will be made only through definitive offering and subscription documents, only to persons who qualify under applicable law, and only after identity verification (KYC/AML) is completed. If there is any conflict between the Site and the offering documents, the offering documents control.

The securities described on the Site have not been registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any U.S. state, and have not been registered with Mexico's National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, CNBV) or any other regulator. No regulator has approved or disapproved of these securities or passed on the accuracy or adequacy of the information on the Site.

4. Eligible investors and jurisdictions

Investment opportunities described on the Site are intended only for "accredited investors" as defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933 and, outside the United States, for qualified or institutional investors as defined under the laws of their jurisdiction. The Site is not directed at any person in any jurisdiction where its content, or any offering, would be unlawful. You are responsible for complying with the laws that apply to you.

5. No investment, legal or tax advice

Nothing on the Site is investment, financial, legal, tax or accounting advice, or a recommendation to buy, sell or hold any security. Aivital is not acting as your adviser or fiduciary. Consult your own professional advisors before making any investment decision.

6. Target returns and forward-looking statements

References to a 25% annual target return, and to monthly or quarterly distribution equivalents, describe an objective of the Series B structure. They are not a guarantee or projection of actual results. Distributions depend on the consolidated free cash flow of the operating companies and on the distribution waterfall described in the offering documents, and may be lower than targeted or not occur at all.

The Site contains forward-looking statements about acquisitions, integration, growth, the roadmap and the token, among other things. Words such as "target," "plan," "expect," "will," "goal" and similar expressions identify these statements. They are based on current expectations and assumptions and are subject to risks and uncertainties, including those described in the Risk Factors section of the Site, that could cause actual results to differ materially. We undertake no obligation to update forward-looking statements.

7. Target companies

The Site describes companies that Aivital intends to acquire or integrate. References to these companies do not mean that any acquisition has closed, and there is no assurance that any acquisition will be completed on the terms described or at all. Company names and trademarks belong to their respective owners, and their inclusion does not imply that those companies endorse the Site.

8. Tokenization

The Site describes a planned economic interest token related to Series B shares. The Site does not issue, sell, transfer or hold tokens, digital assets or funds, and it does not provide wallets or custody. Any token issuance is subject to applicable regulation in Mexico and the United States and may be modified, delayed or not carried out. A secondary market for any token is planned for future phases only and may never exist.

9. Acceptable use

You may use the Site only for lawful purposes and in accordance with these Terms. You agree not to:

• Submit false, misleading or third-party information through the Site, or misrepresent your investor status.
• Attempt to gain unauthorized access to the Site, its servers or related systems, or interfere with their operation.
• Use automated means to scrape, copy or monitor the Site without our written permission.
• Use the Site to send spam or malicious code, or in any way that could harm Aivital or other users.

10. Information you submit

You represent that the information you submit through the Site is accurate and that you are entitled to provide it. We handle it as described in our Privacy Notice. Submitting the information request form does not create an investment, advisory or client relationship and does not constitute a subscription for securities. If you send us unsolicited ideas or proposals, we may use them without obligation to you.

11. Intellectual property

The Site and its content, including text, graphics, the Aivital name and logo, and their arrangement, are owned by Aivital or its licensors and are protected by intellectual property laws. You may view and print pages for your personal, non-commercial evaluation of Aivital. Any other use, including reproduction, modification or distribution, requires our prior written consent.

12. Third-party links

The Site may contain links to websites or services we do not control. We are not responsible for their content, policies or practices, and a link does not mean we endorse them.

13. Disclaimer of warranties

The Site and its content are provided "as is" and "as available," without warranties of any kind, express or implied, including warranties of accuracy, completeness, merchantability, fitness for a particular purpose and non-infringement, to the fullest extent permitted by law. We do not warrant that the Site will be uninterrupted, secure or free of errors.

14. Limitation of liability

To the fullest extent permitted by law, Aivital and its directors, officers, shareholders, employees and agents will not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, data or investment, arising out of or related to your use of, or reliance on, the Site. This limitation does not affect liability that cannot be excluded under applicable law, and it does not limit any rights you may have under the offering documents or applicable securities laws.

15. Indemnification

You agree to indemnify and hold harmless Aivital and its directors, officers, employees and agents from claims, losses and expenses, including reasonable attorneys' fees, arising from your breach of these Terms or your misuse of the Site.

16. Governing law and venue

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. Any dispute arising out of or relating to these Terms or the Site will be brought exclusively in the state or federal courts located in the State of Delaware, and you consent to the jurisdiction of those courts. Nothing in this section deprives you of protections that the mandatory laws of your country of residence grant you.

17. Changes to these terms

We may update these Terms at any time by posting a new version on this page with a new effective date. Your continued use of the Site after that date means you accept the updated Terms.

18. General

If any provision of these Terms is found unenforceable, the remaining provisions remain in effect. Our failure to enforce any provision is not a waiver. These Terms, together with the Privacy Notice and Cookie Notice, are the entire agreement between you and Aivital regarding the Site.

19. Contact us