Terms & Conditions

These Terms and Conditions ("Terms") govern your access to and use of the EquiDeFi Prometheus AI SPV, LLC ("the Fund," "we," "our," or "us") website, content, and services (collectively, the "Site"). The Fund is a Delaware limited liability company managed by EDF Management, LLC, a Nevada limited liability company and an affiliate of EquiDeFi, Ltd. By accessing or using the Site, you agree to comply with and be bound by these Terms. If you do not agree, please do not use the Site.

Use of the Site

The Site is intended solely for informational purposes related to the Fund's business and investment opportunities. You may use the Site only for lawful purposes and in compliance with these Terms.

You agree not to:

• Use the Site in any way that violates applicable laws or regulations.
• Attempt to gain unauthorized access to any part of the Site or its systems.
• Transmit any harmful or malicious code or engage in any activity that interferes with the proper functioning of the Site.
• Misrepresent your identity, your eligibility, or your accredited investor status.
• Scrape, harvest, or systematically extract content or contact information from the Site.

Investment Eligibility

The investment opportunity described on the Site is intended for accredited investors only, as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. The offering is made in reliance on Rule 506(c) of Regulation D, which requires that we take reasonable steps to verify your accredited investor status. Self-certification is not sufficient. Verification is completed during the subscription process and may require tax returns, brokerage or bank statements, or a written confirmation from a licensed attorney, certified public accountant, registered broker-dealer, or investment adviser.

Any offer or sale of securities will be made only through the Fund's official offering documents, in compliance with applicable laws. Additional eligibility standards are set out in the Fund's operating agreement and subscription documents and may be applied or waived by the Manager in its sole discretion. All prospective investors are subject to identity verification and to anti-money-laundering, sanctions, and background screening. The Manager may reject or limit any subscription for any reason.

Nothing on the Site constitutes an offer to sell or a solicitation of an offer to buy securities in any jurisdiction in which such an offer or solicitation would be unlawful, or to any person to whom it would be unlawful to make it.

No Investment Advice

The information provided on this Site is for general informational purposes only and does not constitute investment, legal, tax, or other professional advice. We are not your fiduciary, broker, investment adviser, or agent, and no advisory or fiduciary relationship is created by your use of the Site. You should consult your own advisors before making any investment decision.

Offering Documents Control

The Fund's First Amended and Restated Operating Agreement, the Terms of the EquiDeFi Prometheus AI SPV, LLC Interests, the Company Risk Factors, and the subscription agreement (together, the "offering documents") are the only authoritative statements of the offering's terms. Where anything on the Site is inconsistent with them, the offering documents govern. Summaries on the Site are simplifications provided for convenience and are not a substitute for reading the offering documents in full. No person is authorized to give any information or make any representation about the Fund that is not contained in the offering documents.

Information About Third Parties

Information on the Site concerning Prometheus, its financing history, its investors, its personnel, or its business is derived from third-party data providers and public reporting. We have not independently verified it and make no representation or warranty as to its accuracy, completeness, or currency. Prometheus has not participated in, reviewed, approved, or endorsed this offering or the Site, and is not affiliated with the Fund, the Manager, or EquiDeFi, Ltd. Names, marks, and logos of third parties appear for identification only and do not imply any affiliation, sponsorship, or endorsement.

Forward-Looking Statements

The Site contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Words such as anticipate, expect, intend, plan, believe, may, will, target, estimate, project, and similar expressions identify forward-looking statements. Such statements involve known and unknown risks and uncertainties, and actual results may differ materially from those expressed or implied. Forward-looking statements speak only as of the date made, and we undertake no obligation to update them.

Intellectual Property

All content, trademarks, logos, and materials on the Site are the property of the Fund or its licensors and are protected by applicable intellectual property laws. You may view and print pages for your own evaluation of the offering. You may not otherwise reproduce, distribute, modify, or create derivative works from any part of the Site without our prior written consent.

SMS Messaging Terms

If you opt in to receive SMS (text) messages from us, you agree to receive transactional and promotional messages at the number you provide. Consent is not a condition of any purchase. Message frequency varies. Message and data rates may apply. To stop receiving messages, reply STOP to any SMS you receive. For help, reply HELP or contact us at the email or phone number below. We comply with applicable SMS marketing laws and A2P 10DLC (Application-to-Person) messaging standards. We do not sell or share your mobile number with unaffiliated third parties for marketing purposes.

Electronic Communications

You consent to receive communications from us electronically, including by email and through the Site, and you agree that electronic communications, notices, disclosures, agreements, and records satisfy any legal requirement that such communications be in writing. It is your responsibility to keep your email address current and to maintain the ability to receive and retain electronic records.

Third-Party Platforms and Links

Subscription, identity verification, and payment are handled through third-party platforms, including the EquiDeFi platform and payment processors. Your use of those platforms is governed by their own terms and privacy policies, not by these Terms. We do not control and are not responsible for third-party sites, platforms, or services, or for their availability, content, security, or practices. Links from the Site are provided for convenience and do not imply endorsement.

Disclaimers

The Site is provided "as is" and without warranties of any kind, either express or implied. We disclaim all warranties, including but not limited to merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Site will be uninterrupted, error-free, or secure.

Limitation of Liability

To the fullest extent permitted by law, neither the Fund, the Manager, EquiDeFi, Ltd., nor any of their respective members, managers, officers, employees, agents, advisers, or affiliates shall be liable for any damages of any kind arising out of or relating to your use of the Site, including but not limited to direct, indirect, incidental, consequential, or punitive damages. Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under applicable law, and nothing in these Terms constitutes a waiver of any right you may have under federal or state securities laws.

Indemnification

You agree to indemnify and hold harmless the Fund, the Manager, EquiDeFi, Ltd., and their respective members, managers, officers, employees, agents, and affiliates from any claim, loss, liability, damage, cost, or expense (including reasonable legal fees) arising out of your use of the Site, your breach of these Terms, or any misrepresentation you make regarding your identity or eligibility.

Changes to These Terms

We may update these Terms from time to time without prior notice. Your continued use of the Site after any changes constitutes your acceptance of the updated Terms.

Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law principles. Any disputes arising under these Terms shall be resolved in the state or federal courts located in Delaware. This provision governs use of the Site only and does not modify any dispute resolution provision contained in the offering documents, which controls any dispute relating to an investment in the Fund.

Contact Us

If you have any questions about these Terms, please contact us: