LEGAL NOTICES, TERMS OF USE, PRIVACY POLICY, AND NCNDA

1. Preamble

These Legal Notices, Terms of Use, Privacy Policy, and Non‑Circumvention and Non‑Disclosure Agreement (collectively, the "Agreement") govern all access to and use of any websites, platforms, content, and services provided by the Companies (as defined below), and all related communications and interactions, whether digital, telephonic, virtual, or in person.

By (a) accessing or using any website or online resource of the Companies; (b) sending or responding to any email, text message, or other electronic communication; or (c) participating in any phone call, virtual meeting, in‑person meeting, or other information meeting or conversation with the Companies, you acknowledge that you have received notice of this Agreement and that your continued access, use, or communication constitutes your acceptance of and agreement to be bound by this Agreement.

2. Definitions and Interpretation

2.1 Defined Terms

  • "Krkonos Multiverse" refers to Krkonos & Cephi LLC, Global Advanced Precision and Technology LLC, Krkonos Construction, Krkonos Real Estate, Krkonos Manufacturing, and Krkonos Technology.
  • "Companies" refers to Krkonos & Cephi LLC, Global Advanced Precision and Technology LLC, Krkonos Construction, Krkonos Real Estate, Krkonos Manufacturing, Krkonos Technology and their subsidiaries, affiliates, partnerships, joint ventures, predecessors, successors, assigns, and their respective current and former owners, officers, directors, employees, agents, representatives, contractors, licensors, and service providers.
  • "Content" includes all information, digital materials, technical data, and communications, whether oral, written, visual, or electronic, including without limitation emails, text messages, documents, diagrams, drawings, specifications, software, source code, object code, algorithms, financial models, and presentations provided by or on behalf of the Companies in any medium.
  • "User" or "Users" means any individual or entity accessing, using, or interacting with any Companies' resources or engaging in any communication or meeting with the Companies.

2.2 Scope of Application

This Agreement governs, without limitation:

  • Website and platform access and usage.
  • Digital and physical communications.
  • Emails, text messages, and other electronic messages.
  • Phone calls, virtual meetings, in‑person meetings, and information meetings and conversations.
  • Information exchanges, service inquiries, consultations, and due‑diligence sessions.

3. Intellectual Property Rights and Ownership

3.1 Proprietary Rights

  • All website and platform content, including text, graphics, logos, designs, software, algorithms, data, documentation, and arrangements, is exclusively owned by or licensed to the Companies and is protected by applicable copyright, trade secret, patent, trademark, and other intellectual property laws.
  • Copyright © 2009‑2026 Krkonos Multiverse. All rights reserved.

3.2 Limited Use License

  • Users may view Content for personal, non‑commercial informational purposes.
  • Users may download and print materials solely for internal reference in evaluating or performing a potential or existing business relationship with the Companies.
  • Users may engage with website functionalities only as expressly intended and permitted.

3.3 Prohibited Uses

  • Redistributing, publishing, reselling, sublicensing, or transferring proprietary information or Content.
  • Creating derivative works based on the Content, including for training third‑party AI/ML systems.
  • Utilizing Content in external searchable databases or data repositories.
  • Infringing on any intellectual property rights of the Companies.
  • Posting or transmitting unauthorized, unlawful, or malicious content.
  • Misrepresenting affiliation with, or endorsement by, the Companies.

4. Export Control and Compliance Protocols

4.1 Regulatory Compliance

All parties must strictly adhere to, as applicable:

  • International Traffic in Arms Regulations (ITAR).
  • Export Administration Regulations (EAR).
  • U.S. Department of State and U.S. Department of Commerce export control requirements.

4.2 Personnel Access Requirements

  • Provide verifiable U.S. citizenship or permanent residency documentation or other permitted status where required by law or contract.
  • Complete a Military Critical Technical Data Agreement (Form DD2345), as applicable.
  • Obtain written authorization from the Companies' designated facility or export security officer.
  • Sign supplemental non‑disclosure or access agreements when requested.

4.3 Information Transfer Protocols

Prior to transferring export‑controlled or otherwise controlled information, parties must:

  • Submit written notification to the Companies' export control officer or designated contact.
  • Specify, where known, the applicable export control categories, classifications, or jurisdictions.
  • Verify recipient eligibility and any required licenses or approvals.
  • Document transfers and maintain appropriate records.
  • Obtain requisite internal and external approvals.

5. Liability and Risk Allocation

5.1 Comprehensive Disclaimer

THE COMPANIES PROVIDE ALL INFORMATION, CONTENT, AND SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, OR RESULTS. THE COMPANIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.2 Limitation of Liability

  • The maximum aggregate liability of the Companies for any and all claims arising out of or related to this Agreement, the websites, Content, or any communications shall be strictly limited to one thousand U.S. dollars ($1,000.00).
  • Users assume complete responsibility for their interpretation and use of information and Content.

5.3 Indemnification

Users agree to defend, indemnify, and hold harmless the Companies from and against any and all:

  • Civil and criminal regulatory penalties arising from the User's activities.
  • Litigation expenses and reasonable attorney fees.
  • Compliance and investigation costs.
  • Reputational damage mitigation costs.
  • Claims arising from unauthorized use, disclosure, or misinterpretation of information or Content, or any violation of applicable law or this Agreement.

6. Privacy and Information Management

6.1 Information Collection Practices

  • Personal and business information may be collected voluntarily through user interactions, including website usage, forms, emails, texts, calls, and meetings.
  • Such information is used primarily for internal business purposes, including communication, evaluation of potential or ongoing projects, compliance, and security.
  • The Companies do not sell Users' personal information to third parties; any sharing is limited to service providers or as required by law or contractual obligations.

6.2 Data Security Acknowledgment

  • The Companies implement commercially reasonable technical and organizational measures intended to protect information; however, no method of transmission or storage is completely secure.
  • Users explicitly acknowledge inherent internet and electronic communication risks and agree that the Companies cannot guarantee absolute security.

6.3 Third‑Party Interactions

  • The websites may contain links to external resources or third‑party websites or services.
  • The Companies bear no responsibility for third‑party content, privacy, security, or practices.
  • Users are advised to review the individual terms of use and privacy policies of linked sites and services.

7. Non‑Circumvention and Non‑Disclosure Agreement (NCNDA)

7.1 Scope

This NCNDA applies automatically to all Users and to all interactions described in Section 2.2, including all introductions, contacts, opportunities, projects, concepts, and information shared by or through the Companies, whether verbally or in writing, and whether via digital, telephonic, virtual, or in‑person means.

7.2 Confidential Information

"Confidential Information" includes, without limitation:

  • Technical data, designs, methods, processes, models, algorithms, software, and know‑how relating to robotics, automation, artificial intelligence, machine learning, manufacturing, construction, and advanced technologies.
  • Real estate, infrastructure, and construction concepts, site locations, pro formas, financial models, capital stack structures, pricing, and strategic development plans.
  • Business plans, client and partner lists, supplier and investor information, introductions, contact identities, and deal structures.
  • Any information the Companies designate as confidential or that a reasonable person would understand to be confidential given its nature and context.

Confidential Information does not include information that:

  • Is or becomes publicly available through no breach of this Agreement by the User.
  • Is lawfully received from a third party without a duty of confidentiality.
  • Is independently developed by the User without use of or reference to Confidential Information.

7.3 Non‑Disclosure Obligations

  • Users shall keep all Confidential Information strictly confidential and use at least the same degree of care they use to protect their own confidential information, but no less than a reasonable degree of care.
  • Users shall use Confidential Information solely for evaluating or performing a potential or existing business relationship with the Companies and for no other purpose.
  • Users shall not disclose Confidential Information to any third party except to employees, advisors, or agents who have a strict need to know and who are bound by confidentiality obligations no less protective than those set forth in this Agreement.

Non‑disclosure obligations shall continue for three (3) years from the date of disclosure, and with respect to trade secrets, for so long as such information qualifies as a trade secret under applicable law.

7.4 Non‑Circumvention Obligations

For a period of three (3) years from the later of (a) the last communication between the User and the Companies or (b) the last introduction or disclosure of a contact by the Companies, the User shall not, directly or indirectly:

  • Bypass, circumvent, or attempt to circumvent the Companies in any transaction or opportunity involving any person, entity, facility, project, site, jurisdiction, or opportunity introduced by or through the Companies.
  • Enter into any transaction, agreement, or arrangement with such introduced parties that has the effect of excluding or diminishing the Companies' reasonably anticipated role, compensation, or participation.
  • Use Confidential Information or introductions provided by the Companies to solicit, divert, or appropriate business opportunities away from the Companies.

The geographic and industry scope of these obligations includes projects and opportunities within Texas, the United States, and any other jurisdictions in which the Companies are actively pursuing or presenting such opportunities, with emphasis on real estate development, construction, manufacturing, and technology initiatives.

7.5 Liquidated Damages and Lost Commission

The parties acknowledge that it may be difficult to ascertain the precise damages resulting from a breach of this NCNDA and that such damages may include lost fees, commissions, equity, or participation interests. Accordingly, in addition to any actual damages proven, the Companies shall be entitled to recover, as liquidated damages and not as a penalty, an amount equal to the greater of: (i) the standard success fee, commission, or participation percentage customarily charged by the Companies for comparable transactions; or (ii) five percent (5%) of the total value of any transaction or opportunity consummated in violation of this NCNDA.

7.6 Equitable Relief

Users acknowledge that any breach or threatened breach of this NCNDA may cause irreparable harm for which monetary damages may be inadequate. The Companies shall be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable remedies, in addition to any other rights and remedies available at law or in equity, without the requirement to post bond to the extent permitted by law.

8. Dispute Resolution Mechanism

8.1 Mandatory Mediation

  • As a condition precedent to arbitration or litigation, the parties shall participate in a good‑faith mediation process lasting up to six (6) months unless resolved earlier.
  • Each party shall bear its own mediation expenses; mediator fees shall be shared equally unless otherwise agreed.

8.2 Binding Arbitration

  • Any dispute, claim, or controversy arising out of or relating to this Agreement, including any NCNDA provision, that is not resolved through mediation shall be submitted to binding arbitration in Dallas County, Texas, before a neutral arbitrator with no prior affiliation with the parties.
  • Arbitration shall be conducted in English under commercially reasonable rules agreed by the parties.
  • Arbitration costs shall be shared equally, subject to any allocation in the final award.

8.3 Jurisdictional Provisions and Limitations Period

  • For any permitted court proceedings (including enforcement of an arbitration award), the parties consent to the exclusive jurisdiction of the state and federal courts located in Dallas County, Texas, and waive any objection based on inconvenient forum.
  • To the fullest extent permitted by law, any claim arising out of or related to this Agreement must be brought within six (6) months after the cause of action accrues, and any claim not brought within such period is permanently barred.

9. Miscellaneous Provisions

9.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Texas, without giving effect to any conflict‑of‑law principles.

9.2 Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be replaced with an enforceable provision that most closely reflects the original intent.

9.3 Modification Rights

The Companies reserve the unilateral right to modify, update, or replace this Agreement at any time. Updated terms will be posted on the applicable websites with a revised Effective Date. Continued access to or use of any website, Content, or communications after such changes constitutes acceptance of the updated Agreement.

10. Contact and Communication

Krkonos & Cephi LLC
Attn: Krkonos Legal Department
13355 Noel Road, Suite 1100
Dallas, Texas 75240
Email: legal@krkonos.com

Effective Date: January 1, 2019, as subsequently amended and restated on or after the date of the most communication or recent online posting.