Michael Pfister
@pfista
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noice
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COMPREHENSIVE LEGAL DISCLAIMER AND FULL DISCLOSURE OF INVESTMENT INTEREST IN “NOICE”
IMPORTANT—PLEASE READ THIS ENTIRE DISCLAIMER CAREFULLY BEFORE PROCEEDING.
1. ACKNOWLEDGMENT OF INVESTMENT INTEREST
The undersigned individual, herein referred to as “the Disclosing Party,” “I,” “me,” or “my,” hereby expressly and unequivocally states, for the avoidance of any doubt, that I am a direct equity investor, whether through the purchase of common stock, preferred stock, SAFEs, convertible notes, options, warrants, or any other instrument conferring an economic interest, in Noice, Inc. (together with its subsidiaries, affiliates, successors, and assigns, “Noice”). This disclosure is made to comply with all applicable laws, regulations, rules, guidelines, directives, interpretations, and industry standards, inclusive of those promulgated by, inter alia, (i) the U.S. Securities and Exchange Commission (“SEC”); (ii) the Financial Industry Regulatory Authority (“FINRA”); (iii) any national securities exchange or quotation system on which the securities of Noice may be listed or quoted, whether now or in the future; and (iv) comparable foreign, federal, state, provincial, local, or supranational authorities (collectively, “Applicable Law”).
2. NO OFFER, SOLICITATION, OR RECOMMENDATION
Nothing contained herein, whether express or implied, shall constitute or be construed as (a) an offer to sell, issue, or otherwise dispose of any securities; (b) a solicitation of an offer to buy, subscribe for, or otherwise acquire any securities; or (c) a recommendation or endorsement of any investment strategy, security, or course of action. Any such offer or solicitation may be made only by means of official offering documents—such as a private placement memorandum, prospectus, or other definitive transactional documentation—delivered in accordance with Applicable Law.
3. NO RELIANCE; INFORMATIONAL PURPOSES ONLY
All statements, comments, analyses, data, projections, opinions, or other content (collectively, “Content”) provided by the Disclosing Party, whether orally or in writing, are furnished strictly for general, informational, and illustrative purposes. Recipients must conduct their own independent investigation, due diligence, and verification of all facts, circumstances, and assumptions prior to making any decision. No representation or warranty, whether express, implied, statutory, or otherwise, is made as to the accuracy, completeness, or reliability of the Content. Any reliance upon the Content shall be at the sole risk of the recipient.
4. NOT LEGAL, TAX, ACCOUNTING, INVESTMENT, OR FINANCIAL ADVICE
The Disclosing Party is not acting as an attorney, tax advisor, accountant, broker‑dealer, investment adviser, commodity trading adviser, or any other form of regulated professional in providing the Content. Nothing herein shall be construed or interpreted as legal, tax, accounting, investment, financial, or other professional advice. Recipients are strongly encouraged to consult their own qualified professionals with respect to any legal, tax, accounting, investment, or financial matters.
5. POTENTIAL CONFLICTS OF INTEREST
Because the Disclosing Party maintains a direct financial stake in Noice, statements made herein may be, or may be perceived to be, biased, prejudiced, or colored by self‑interest. Recipients should consider this potential conflict when evaluating any viewpoint or assertion advanced by the Disclosing Party. The mere inclusion of the Content should not be interpreted as an impartial or objective analysis.
6. FORWARD‑LOOKING STATEMENTS; SAFE HARBOR
The Content may contain “forward‑looking statements,” including, without limitation, statements regarding future results, performance, prospects, or opportunities of Noice. Forward‑looking statements are inherently uncertain, involve known and unknown risks, contingencies, and other factors beyond the Disclosing Party’s control, and may differ materially from actual results. Recipients are cautioned not to place undue reliance on forward‑looking statements, which speak only as of the date made. Except as required by Applicable Law, the Disclosing Party undertakes no obligation to update or revise any forward‑looking statements.
7. REGULATORY STATUS; NO REGISTRATION ASSERTED
Neither the Disclosing Party nor the Content has been (a) reviewed, approved, disapproved, endorsed, or guaranteed by the SEC or any state securities commission, (b) registered under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, or any analogous foreign or state securities legislation, nor (c) approved by any self‑regulatory organization or other governmental or quasigovernmental body.
8. LIMITATION OF LIABILITY
To the maximum extent permitted by Applicable Law, the Disclosing Party hereby disclaims any and all liability—whether arising in contract, tort (including negligence), strict liability, statutory duties, or otherwise—for any direct, indirect, incidental, consequential, special, punitive, exemplary, or any other damages whatsoever (including, without limitation, lost profits, lost revenues, loss of data, business interruption, or loss of goodwill) arising out of or relating to the Content, even if advised of the possibility of such damages.
9. INDEMNIFICATION
Each recipient agrees to indemnify, defend, and hold harmless the Disclosing Party and its officers, directors, managers, members, shareholders, partners, employees, affiliates, agents, successors, and assigns from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and disbursements) arising out of or relating to (i) any breach of this Disclaimer by the recipient or (ii) any reliance by the recipient upon the Content.
10. CONFIDENTIALITY AND PROPRIETARY RIGHTS
Unless the Content is expressly marked or described as “public” or “non‑confidential,” recipients shall treat all Content as confidential, proprietary information, and shall not reproduce, distribute, or disclose it to any third party without the prior written consent of the Disclosing Party, except as otherwise compelled by Applicable Law. All intellectual property rights in and to the Content are and shall remain the exclusive property of the Disclosing Party or its licensors.
11. GOVERNING LAW; JURISDICTION; VENUE
This Disclaimer, and any dispute, claim, or controversy arising out of or relating to it, shall be governed by and construed in accordance with the internal laws of the State of Delaware, U.S.A., without giving effect to any choice‑of‑law principles that would result in the application of the laws of any other jurisdiction. The state and federal courts located in New Castle County, Delaware, shall have exclusive jurisdiction and venue over any such dispute, claim, or controversy, and each recipient irrevocably consents to personal jurisdiction and venue in such courts.
12. ARBITRATION OPTION (IF ELECTED)
Notwithstanding Section 11, at the sole election of the Disclosing Party and to the fullest extent permitted under Applicable Law, any dispute, claim, or controversy arising out of or relating to this Disclaimer may be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and Supplementary Procedures for Large, Complex Disputes. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.
13. SEVERABILITY
If any provision of this Disclaimer is held to be invalid, illegal, or unenforceable under Applicable Law, such provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remaining provisions shall remain in full force and effect.
14. RESERVATION OF RIGHTS
All rights not expressly granted herein are hereby reserved by the Disclosing Party. Without limiting the generality of the foregoing, the Disclosing Party reserves the right to (i) cease providing Content at any time without notice, (ii) terminate or suspend any discussion, communication, or relationship, and (iii) enforce any and all remedies available under Applicable Law.
15. CUMULATIVE REMEDIES
All rights and remedies provided in this Disclaimer are cumulative and not exclusive of any rights or remedies otherwise available at law or in equity.
16. SUCCESSORS AND ASSIGNS
This Disclaimer shall be binding upon, and inure to the benefit of, the Disclosing Party and any recipient and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.
17. NO THIRD‑PARTY BENEFICIARIES
Except as expressly stated herein, nothing in this Disclaimer, express or implied, is intended to confer upon any person other than the parties hereto any rights or remedies.
18. FORCE MAJEURE
The Disclosing Party shall not be liable for any delay or failure in performance under this Disclaimer resulting from acts beyond its reasonable control, including acts of God, fire, flood, earthquake, pandemic, terrorism, war, labor disputes, failure of telecommunications or Internet service, or acts of any governmental authority.
19. SURVIVAL
Sections 2 through 19 of this Disclaimer shall survive any termination, cancellation, or expiration of any relationship between the Disclosing Party and the recipient.
BY CONTINUING TO ACCESS, REVIEW, OR RELY UPON THE CONTENT, YOU (THE RECIPIENT) HEREBY REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY EACH AND EVERY TERM OF THIS COMPREHENSIVE LEGAL DISCLAIMER AND FULL DISCLOSURE. 4 replies
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