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Legal

Terms of Use

These terms are a binding agreement between you and SESS, Inc. governing your use of this investor relations site. Please read section 6 on confidentiality, section 11 on limitation of liability, and section 13 on dispute resolution carefully, because they affect your legal rights.

01Acceptance

By accessing this site, submitting any form on it, or accessing any investor materials made available through it, you agree to these Terms of Use and to our Privacy Policy. If you do not agree, do not use this site.

If you are using this site on behalf of an entity, you represent that you have authority to bind that entity, and "you" means both you and that entity.

02Eligibility

To use this site you must:

We may decline access to any person for any lawful reason, and we may withdraw access that has already been granted.

03This site is not an offer

Read this first

Nothing on this site is an offer to sell, or a solicitation of an offer to buy, any security. Any offer of securities by SESS, Inc. is made only through definitive offering documents. Where this site and those documents differ, the definitive offering documents control in every respect.

The full set of offering related disclosures, including the exemptions we rely on, the investment limits that apply, and the risks of an investment, is set out in our Disclosures, which forms part of these terms.

04No advice

SESS, Inc. is not a broker dealer, an investment adviser, or a fiduciary to you. Nothing on this site is investment, legal, tax, or accounting advice, and nothing on it is a recommendation that any investment is suitable for you. You should consult your own advisers before making any investment decision, and you are solely responsible for evaluating the merits and risks of any investment.

05Information you submit

You represent that all information you submit is true, accurate and complete, and you agree to correct it if it changes while we are in contact with you. In particular:

If you provide information that is materially false, we may revoke your access, decline to proceed with any proposed investment, and unwind any transaction to the extent permitted or required by law.

06Confidentiality of investor materials

Any materials made available to you after you are granted access, including any executive summary, financial information, capitalization table, use of proceeds, projections, and draft transaction documents, are confidential and proprietary information of SESS, Inc. As a condition of access, you agree that you will:

These obligations do not apply to information that is or becomes public through no act of yours, that you already lawfully held without a duty of confidence, or that you are legally compelled to disclose, provided that where legally permitted you tell us first so that we can seek protection.

You acknowledge that damages may be an inadequate remedy for a breach of this section and that SESS, Inc. may seek injunctive relief in addition to any other remedy.

07Permitted use

Subject to these terms, we grant you a limited, personal, non-exclusive, non-transferable, revocable license to view this site and any materials made available to you, solely for the purpose described in section 6. All other rights are reserved.

08Things you must not do

You agree not to:

09Intellectual property

The site and its contents, including text, graphics, photographs, layout, design, and the SESS and Sam Evans Super Syrup names, logos and trade dress, are owned by SESS, Inc. or its licensors and are protected by intellectual property laws. Nothing in these terms transfers any ownership to you or grants you any right to use our marks without our prior written consent.

If you send us feedback or suggestions about the site or the business, you grant us a perpetual, irrevocable, worldwide, royalty free license to use them without obligation or compensation to you.

10Third party services and content

This site embeds and links to services operated by third parties, including a scheduling service and a document sharing service. We do not control those services, we are not responsible for their availability, content, or practices, and your use of them is subject to their own terms. Third party statistics, market data, and research referenced on this site are attributed to their sources and are not independently verified by us.

11Disclaimers and limitation of liability

The site is provided "as is" and "as available". To the fullest extent permitted by law, SESS, Inc. disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the site will be uninterrupted, error free, secure, or free of harmful components.

We make no warranty that any information on this site is complete, accurate, or current. Information is provided as of its stated date and we are under no obligation to update it, except as required by law.

To the fullest extent permitted by law, SESS, Inc. and its officers, directors, shareholders, employees, agents and advisers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or investment opportunity, arising out of or relating to your use of this site, whether based in contract, tort, strict liability, or any other theory, even if we have been advised of the possibility of those damages.

Our total aggregate liability arising out of or relating to your use of this site will not exceed one hundred United States dollars (USD 100).

Nothing in these terms excludes or limits any liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, or any liability under the federal or state securities laws. Some jurisdictions do not allow certain exclusions or limitations, so parts of this section may not apply to you.

This section limits liability for use of this website. It does not limit, and is not intended to limit, any right or remedy you may have under the definitive offering documents or under applicable securities laws in connection with an actual investment.

12Indemnity

You agree to indemnify and hold harmless SESS, Inc. and its officers, directors, shareholders, employees, agents and advisers from any claim, loss, liability, damage, cost or expense, including reasonable attorneys' fees, arising out of your use of the site, your breach of these terms, your breach of section 6, or your violation of any law or the rights of any third party.

13Governing law and dispute resolution

These terms are governed by the laws of the State of Georgia, without regard to its conflict of laws rules.

Informal resolution first. Before starting any formal proceeding, you agree to contact us at the address in section 17 and to attempt in good faith to resolve the dispute for at least 30 days.

Arbitration. If the dispute is not resolved, any dispute arising out of or relating to this website or these terms will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Atlanta, Georgia, in the English language. Judgment on the award may be entered in any court of competent jurisdiction. Either party may bring an individual claim in small claims court instead, and either party may seek injunctive relief in court to protect confidential information or intellectual property.

No class actions. Disputes will be arbitrated only on an individual basis. You and SESS, Inc. waive any right to bring or participate in a class, collective, consolidated, or representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim will be severed and heard in court, and the remainder will stay in arbitration.

Carve out

This section applies to disputes about this website. It does not apply to any dispute arising under the definitive offering documents, including any Simple Agreement for Future Equity or subscription agreement. Those documents contain their own governing law and dispute resolution terms, and those terms control for disputes about an actual investment.

Any claim relating to this website must be brought within one year after it arises, or it is permanently barred, except where a longer period is required by law.

14Suspension and termination

We may suspend or terminate your access to this site or to any investor materials at any time, with or without notice, including if we believe you have breached these terms or provided inaccurate information. Sections 5, 6, 9, 11, 12, 13 and 15 survive termination.

15Changes to these terms

We may revise these terms. The revised version takes effect when posted, and we will update the "last updated" date. Your continued use of the site after that means you accept the revised terms. If you do not accept them, stop using the site.

16General

17Contact

Entity
SESS, Inc., a Georgia corporation
Location
Atlanta, Georgia, United States