1. Important notice
This data room relates to the proposed issue by Main Street Venture Capital Pty Ltd ACN 651 165 481 (MSVC or Issuer) of YVH Acquisition Fund Series No.1 (notes) (Notes). Investment involves substantial risk and an investor may lose some or all of the amount invested. The Notes are intended only for persons to whom they may lawfully be offered without disclosure under Part 6D.2 of the Corporations Act 2001 (Cth).
2. Acceptance and amendments
By accessing, viewing or downloading any part of the data room, you accept these terms, confirm that you are an Authorised User and agree to use the information only for the Permitted Purpose. If you do not agree, do not access the data room. MSVC may amend these terms or restrict access at any time.
3. Provider and issuer
The data room is provided by MSVC, the proposed issuer of the Notes. Neither ASIC nor any other governmental or regulatory authority has approved, endorsed or recommended the Notes or passed upon the merits of an investment.
4. Authorised users and permitted purpose
Access is restricted to persons authorised by MSVC. Information may be used solely to evaluate, conduct due diligence on, obtain professional advice concerning or consider participation in the Notes. Access is personal and must not be transferred or shared.
5. Wholesale investor restriction
The data room is intended exclusively for wholesale, sophisticated, professional or other investors to whom the Notes may lawfully be offered without a disclosure document. It is not intended for retail clients.
6. No offer, advice or recommendation
Except for a document expressly identified as definitive, the data room is not an offer, financial product advice, professional advice or a suitability recommendation. MSVC has not considered your objectives, financial situation, needs, tax position or circumstances.
7. Confidentiality and use
All data-room information is confidential unless MSVC expressly identifies it as public. You must not disclose, publish, distribute, reproduce or use it other than for the Permitted Purpose without MSVC's prior written consent.
8. Prohibited uses, access and security
You must not share credentials, seek unauthorised access, circumvent controls, scrape or automatically extract information, introduce malicious code, interfere with security or remove confidentiality markings. Notify MSVC promptly of any unauthorised access or use.
9. Information and due diligence
Information may be preliminary, incomplete, historical, indicative, subject to verification or change. Except as expressly stated in definitive transaction documents, no representation or warranty is made that it is complete, accurate, current or sufficient. Definitive transaction documents prevail.
10. Investment and transaction risks
Material risks may include credit, issuer, liquidity, valuation, acquisition, settlement, refinancing, interest rate, senior financing, security, perfection, priority, enforcement, property market, concentration and counterparty risks. Security does not eliminate loss risk.
11. Privacy and electronic communications
MSVC and its service providers may collect contact, identity, technical and access information for administration, security, compliance, investor relations and transaction management, and may disclose it where reasonably required or by law.
12. Limitation of liability
Nothing excludes a right or liability that cannot lawfully be excluded. Subject to that limitation, and to the maximum extent permitted by law, MSVC and its representatives are not liable for loss arising from access to, use of or reliance on the data room or third-party information and systems.
13. General provisions and acceptance
These terms do not oblige MSVC to offer or issue Notes or an Authorised User to subscribe. They are governed by the laws of Victoria, Australia. By accepting them, you confirm the permitted purpose, confidentiality obligations, legal eligibility and that access is not itself an offer or recommendation.