This Client Vault Access Agreement (the “Agreement”) is entered into by and between Stolberg Law, LLC (“Stolberg Law”) and the individual or entity accessing the password-protected client vault (“User”). By accessing the Client Vault, User acknowledges, agrees, and represents as follows:

1. Purpose of the Client Vault

The Client Vault is a secure, password-protected section of Stolberg Law’s website (www.stolberglaw.com) designed to provide Users with access to investment opportunities in Puerto Rico. The materials contained within the Client Vault (the “Materials”) are provided for informational purposes only.

2. No Legal, Financial, or Investment Advice

Stolberg Law does not provide financial, investment, or other professional advice through the Client Vault. Stolberg Law and its principals are not responsible for evaluating, endorsing, or recommending any investment opportunity presented in the Materials. Users are solely responsible for conducting their own due diligence and obtaining independent legal, financial, tax, or other professional advice regarding any investment opportunity.

3. Risk Factors

User acknowledges and understands that:
– The securities described in the Materials are speculative, illiquid, and involve a high degree of risk, including the risk of total loss of capital.
– Investment opportunities presented in the Materials may be subject to a variety of risks, including but not limited to:

– Market volatility and fluctuations in value;
– Regulatory and legal risks associated with the jurisdiction of the investment;
– Operational and management risks associated with the entities issuing the securities;
– Limited or no secondary market for the securities, making them difficult to resell;
– Potential conflicts of interest involving the issuer or related parties;
– Risks associated with changes in tax laws or interpretations affecting the investment;
– The possibility of fraud, misrepresentation, or incomplete disclosures by the issuer.

– Any forward-looking statements or projections included in the Materials are inherently uncertain and subject to numerous risks, uncertainties, and assumptions, many of which are beyond the control of Stolberg Law or the entities issuing the securities.
– Past performance is not indicative of future results.

4. Unregistered Securities

User acknowledges that the securities described in the Materials have not been registered under the Securities Act of 1933 or any applicable state or foreign securities laws. Such securities are offered under exemptions from registration, and there is no public market for these securities.

5. Accredited Investor Acknowledgment

By accessing the Client Vault, User represents and warrants that they are an “Accredited Investor” as defined under Rule 501(a) of Regulation D of the Securities Act of 1933. User agrees to provide verification of accredited investor status upon Stolberg Law’s request.

6. Indemnification

User agrees to indemnify, defend, and hold harmless Stolberg Law, its principals, officers, employees, agents, affiliates, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, losses, damages, penalties, costs, or expenses (including, but not limited to, reasonable attorneys’ fees and court costs) arising out of or related to:

– User’s use of the Client Vault or reliance on the Materials;
– User’s participation in any investment opportunity presented in the Materials;
– Any misrepresentation or breach of warranty by User, including but not limited to representations regarding accredited investor status;
– Any failure by User to comply with applicable laws, regulations, or agreements related to their use of the Client Vault or participation in any investment opportunity;
– Any act or omission by a third party, including but not limited to issuers of securities, brokers, or other intermediaries.

This indemnity shall apply regardless of whether the Indemnified Parties were advised of, or could have foreseen, the possibility of such claims, liabilities, or losses, and regardless of the legal or equitable theory upon which any such claim is based.

7. Limitation of Liability

To the fullest extent permitted by law, Stolberg Law and its principals shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising from or related to User’s access to or use of the Client Vault or the Materials, even if advised of the possibility of such damages. Stolberg Law’s total liability, if any, shall not exceed the fees paid by User (if any) to access the Client Vault.

8. Confidentiality

User agrees to maintain the confidentiality of the Materials and the contents of the Client Vault. User shall not share their password or grant access to the Client Vault to any third party without the prior written consent of Stolberg Law.

9. Termination of Access

Stolberg Law reserves the right to terminate User’s access to the Client Vault at any time, for any reason, without notice.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico. Any disputes arising out of or related to this Agreement shall be resolved exclusively in the courts located in San Juan, Puerto Rico.

11. Entire Agreement

This Agreement constitutes the entire understanding between Stolberg Law and User regarding access to the Client Vault and supersedes any prior agreements or understandings, whether written or oral, relating to the subject matter hereof.