Terms of Use

1. Acceptance of these terms

These Terms of Use govern your use of motif54.com and related website content operated by CXB Ventures LLC dba MOTIF 54, a California limited liability company (“MOTIF 54,” “we,” “us,” or “our”).

By accessing or using this website, you agree to these Terms.

If you do not agree to these Terms, do not use the website.

2. Informational purpose

Content on this website is provided for general informational, educational, and business-development purposes.

Nothing on this website constitutes legal, tax, accounting, engineering, technical, investment, securities, financial, or other regulated professional advice.

You should obtain appropriate independent professional advice before acting on information relevant to a material business, investment, technical, legal, or financial decision.

3. No offer or solicitation

Nothing on this website constitutes or should be construed as:

• an offer to sell securities
• a solicitation of an offer to buy securities
• investment advice
• a recommendation concerning any security
• an offer to provide investment-management services
• a commitment to finance or arrange financing
• an indication that any project, company, or investment opportunity is available for investment

Any investment, financing, project participation, transaction, or securities-related opportunity will be governed solely by the applicable definitive agreements, disclosures, eligibility requirements, and legal or regulatory requirements.

4. No professional relationship from website use

Your use of this website, submission of an enquiry, or communication through a general website form does not by itself create:

• an advisory relationship
• a fiduciary relationship
• an investment-management relationship
• a broker-dealer relationship
• an agency relationship
• an attorney-client relationship
• a partnership
• a joint venture
• a confidential relationship
• any obligation by MOTIF 54 to act on your behalf

Any professional engagement with MOTIF 54 will arise only through a separate written agreement where applicable.

5. Projects and forward-looking information

The website may describe projects, companies, markets, technologies, mineral resources, infrastructure, business plans, opportunities, or future initiatives.

Such information may involve:

• estimates
• assumptions
• projections
• development objectives
• expectations
• technical interpretations
• market assessments
• forward-looking statements

Actual results may differ materially from expectations or descriptions presented on the website.

References to projects do not constitute guarantees regarding:

• technical feasibility
• resource potential
• financing availability
• investment performance
• commercial viability
• regulatory approval
• project timelines
• development outcomes
• market demand
• ownership outcomes

6. Accuracy of information

We aim to provide useful and accurate information.

However, website content may be incomplete, outdated, or subject to change.

We do not warrant that all information on the website is accurate, complete, current, reliable, or free from error.

We may update, modify, remove, or replace website content at any time.

7. Intellectual property

Unless otherwise stated, the website and its original content, including text, graphics, branding, frameworks, designs, visual systems, reports, analysis, and other materials, are owned by or licensed to CXB Ventures LLC dba MOTIF 54.

You may view and use the website for personal or internal business purposes.

Except as permitted by law, you may not reproduce, republish, distribute, sell, commercially exploit, publicly display, or create derivative works from substantial portions of the website without prior written permission.

The name “MOTIF 54,” associated logos, branding, and other identifiers may not be used in a manner that suggests sponsorship, endorsement, partnership, authorization, or affiliation without permission.

8. Acceptable use

You may not:

• interfere with the operation or security of the website
• attempt unauthorized access to systems, accounts, or data
• use automated systems in a manner that abuses or materially burdens the website
• introduce malware or malicious code
• submit unlawful, fraudulent, defamatory, malicious, or infringing material
• impersonate another person or entity
• misrepresent your affiliation with another person or entity
• use the website in violation of applicable law
• use website content to falsely imply endorsement or affiliation by MOTIF 54

9. Information you submit

You represent that you have the right to submit any information you provide to us.

You should not submit confidential, proprietary, privileged, or third-party information without appropriate authorization.

Submitting information through a general website form does not obligate MOTIF 54 to:

• evaluate an opportunity
• respond to an enquiry
• pursue a transaction
• finance a project
• introduce investors
• provide advice
• maintain confidentiality
• enter into an engagement
• take any action on your behalf

If confidentiality is required, an appropriate written confidentiality arrangement should be agreed separately before sensitive information is provided.

10. Programs

Descriptions of MOTIF 54 services are provided for informational purposes.

Program formats, dates, eligibility, pricing, participants, instructors, content, and availability may change.

Participation in a program may be subject to separate registration terms, participation agreements, payment terms, or other conditions.

Nothing on the general MOTIF 54 website guarantees admission to or participation in a particular program.

11. Third-party links

The website may link to websites or services operated by third parties.

These may include:

• project websites
• program websites
• social-media platforms
• scheduling tools
• external publications
• service providers

We do not control and are not responsible for their content, availability, security, terms, privacy practices, or accuracy.

A link does not necessarily constitute endorsement.

12. Disclaimer of warranties

To the fullest extent permitted by applicable law, the website and its content are provided “as is” and “as available.”

We make no warranties, express or implied, regarding the website or its content, including warranties of:

• accuracy
• completeness
• reliability
• availability
• merchantability
• fitness for a particular purpose
• non-infringement

Nothing in these Terms limits any warranty or right that cannot lawfully be excluded.

13. Limitation of liability

To the fullest extent permitted by applicable law, CXB Ventures LLC dba MOTIF 54 and its members, managers, officers, employees, contractors, representatives, and affiliates will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising from or relating to:

• your use of the website
• your inability to use the website
• reliance on website content
• third-party links or services
• information submitted through the website
• interruption, error, or loss of access to the website

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

14. Indemnification

To the extent permitted by applicable law, you agree to indemnify and hold harmless CXB Ventures LLC dba MOTIF 54 and its members, managers, officers, employees, contractors, representatives, and affiliates from claims, liabilities, damages, losses, and reasonable expenses arising from:

• your unlawful use of the website
• information you submit without authorization
• infringement of third-party rights
• your material breach of these Terms

15. Governing law

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles.

CXB Ventures LLC dba MOTIF 54 is a California limited liability company.

16. Changes to these terms

We may revise these Terms from time to time.

The current version will be posted on this page with an updated “Last updated” date.

Your continued use of the website after revised Terms become effective constitutes acceptance of the revised Terms to the extent permitted by law.

17. Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.

18. Entire website terms

These Terms constitute the general terms governing use of the MOTIF 54 website.

Separate agreements may apply to particular projects, programs, services, transactions, or engagements.

Where a separate written agreement conflicts with these Terms in relation to a specific engagement, the separate written agreement will control for that engagement.

19. Contact

Questions concerning these Terms may be submitted through the enquiry form on motif54.com.