Disclaimer

1. Generally

In addition to the Terms of Service and Privacy Policy applicable to the Rho site generally (available at rho.co/policies/terms-of-service and rho.co/policies/privacy-policy, respectively), which are incorporated by reference to these terms, the following terms apply to your use of this Rho SAFE document generation service (the “Service”) and your agreement to these terms is required before you are permitted to use the Service.

These documents (the “Rho SAFE Docs”) by Under Technologies Inc., dba Rho Technologies, and together with its affiliates (collectively, “Rho”) are provided for your reference only. These terms and the operations or availability of this Service may be changed by Rho, with or without notice, at our sole discretion.

Review all documents carefully for accuracy before using them. Depending on which documents you choose to generate, there may be blank or unfilled fields in the documents that require your attention.

2. Purposes of Rho SAFE Docs

• a. Legal

You acknowledge that the Rho SAFE Docs are for general informational purposes only and should not be relied upon absent a review of your specific circumstances by a legal professional. Nothing contained on this page or made available via this Service shall constitute attorney work product or the practice of law. Therefore, you should seek advice from an attorney licensed in the relevant jurisdiction(s) before relying on the Rho SAFE Docs.

• b. Tax

You acknowledge that the information provided in the Rho SAFE Docs and the questionnaire does not constitute tax advice. Any discussion of tax matters is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue Code (or equivalent in the relevant jurisdiction) or promoting, marketing or recommending to another party any transaction or matter.

• c. Investment

You acknowledge that the information provided in the Rho SAFE Docs and the questionnaire does not constitute tax advice. The offering of this Service is not intended to constitute (i) an offer to sell or buy, or a solicitation of an offer to sell or buy securities from Rho; (ii) investment advice or an offer to provide such advice; or (iii) a basis for making any investment decision. Rho is not a registered broker-dealer and does not act as an agent for buyers or sellers of businesses.

• d. Other

You further agree and acknowledge that the Rho SAFE Docs are templates and other than the data you provide, they have not been prepared with your specific circumstances in mind, may not be suitable for use in your business, and do not constitute any professional advice. By relying on these Rho SAFE Docs, you are responsible for reviewing the accuracy of the data you enter and assume all risk and liability that may result. You should not use Rho SAFE Docs and you should consult your professional advisors in the event the business you are considering organizing has material existing assets, liabilities or operations, or if any assets or contributions are being made by a founder that would cause the value of the company to be anything other than minimal.

3. No Professional or Special Relationships

You acknowledge and agree that the making available of these Rho SAFE Docs to you by Rho shall not create any attorney-client or other confidential or special relationship between you and Rho and does not constitute the provision of legal advice or other professional advice by Rho.

4. Disclaimer of Warranties

RHO PROVIDES THESE TERMS ON AN “AS IS” BASIS, AND SPECIFICALLY DISCLAIM ALL WARRANTIES, TERMS, REPRESENTATIONS AND CONDITIONS WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND INCLUDING ANY WARRANTIES, TERMS, REPRESENTATIONS AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. WHILE WE TAKE PRECAUTIONS TO PROTECT THE SECURITY OF YOUR INFORMATION, WE CANNOT GUARANTEE IT.

5. Authority

You confirm that you have the authority to share any information that you provide about any entity or other individuals. In the ordinary course of the document generation software powering the Rho SAFE Docs, the software may temporarily store on our servers and locally cache data you enter (including copies of the resulting documents generated). You further confirm that any information you provide is non-confidential and not covered by the attorney-client or any other privileges. We cannot and do not guarantee the confidentiality or security of any data you provide.

SAFE-Specific Disclaimer

This document is based on the set of financing documents (referred to as SAFE, or Simple Agreement for Future Equity) developed by Y Combinator (“YC”). YC includes the following disclaimer to accompany the documents: “Needless to say, YC does not assume responsibility for the consequence of using any version of the safe or any other document found on our website.”

Under Technologies Inc., dba Rho Technologies, and together with its affiliates (collectively, “Rho”) also do not assume any responsibility for any consequence of your use of this document. Rho and this Service have no official relationship with YC. Rho does not endorse or recommend the use of these default values or the documents themselves. Deal terms should be negotiated based on your specific circumstances. You are responsible for ensuring that any and all necessary securities filings are prepared and filed. You should consult with an attorney and/or other professional advisors before relying on any legal documents, especially if you do not understand any of their terms. Review this document carefully and use it at your own risk.