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 in the Notes involves substantial risk. 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) and in compliance with all other applicable laws.
The data room is confidential and is made available solely to assist an authorised recipient in evaluating a possible investment. Access is not an offer, invitation, recommendation or solicitation. Any offer will be made only through definitive transaction documents.
2. Acceptance and amendments
By accessing, viewing or downloading any part of the data room, you acknowledge that you have read and accept these terms, are an Authorised User, will use the data room only for the Permitted Purpose, will maintain confidentiality and, where applicable, satisfy the investor eligibility requirements notified by the Issuer.
If you do not agree, do not access or use the data room. MSVC may amend these terms, modify the contents, restrict access or withdraw the data room at any time. Continued access following publication of amended terms constitutes acceptance.
3. Data room 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 in them.
4. Authorised users and permitted purpose
Access is restricted to persons authorised by MSVC (Authorised Users). An Authorised User may use the data room solely to evaluate, conduct due diligence on, obtain professional advice concerning or consider participation in the Notes (Permitted Purpose).
Access is personal and may not be transferred or shared. Information may be disclosed only to personnel, financiers and professional advisers who reasonably require it for the Permitted Purpose and are subject to confidentiality obligations. The Authorised User remains responsible for compliance.
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 under the Corporations Act 2001 (Cth) or equivalent applicable law. It is not intended for retail clients.
By accessing the data room, you represent that you are legally permitted to receive the information in your jurisdiction and that access does not cause any person to contravene applicable law.
6. No offer, advice or recommendation
Except for a document expressly identified by MSVC as a definitive offer or contractual document, the data room does not constitute an offer, financial product advice, professional advice, a suitability recommendation or a representation that any result will be achieved.
MSVC has not considered your objectives, financial situation, needs, tax position or circumstances. You must make your own assessment and determine whether to obtain independent legal, financial, taxation, accounting or other advice.
7. Confidentiality and use
All information obtained through the data room is confidential unless MSVC expressly identifies it as public or it is lawfully in the public domain through no breach of these terms.
You must not without MSVC's prior written consent disclose, publish, distribute, reproduce, redistribute or use data room information other than for the Permitted Purpose; contact a person identified in the data room concerning the transaction other than through MSVC; or make a public announcement concerning the Notes or proposed transaction.
8. Prohibited uses, access and security
You must not share credentials, seek unauthorised access, circumvent access or watermarking controls, use automated scraping or extraction, introduce malicious code, interfere with operation or security, or remove confidentiality or proprietary markings.
You are responsible for credential security and must promptly notify MSVC of unauthorised access, disclosure or use.
9. Data room information and due diligence
Information may have been prepared by MSVC, related entities, advisers, vendors, consultants, valuers, financiers and other third parties. It may be preliminary, incomplete, historical, indicative, subject to verification or change. MSVC may add, remove, replace or update information without notice.
Except as expressly stated in definitive transaction documents, no representation or warranty is made that data room information is complete, accurate, current or sufficient. Each prospective investor must conduct and rely on its own due diligence. Definitive transaction documents prevail over inconsistent data room information.
Forecasts, projections, budgets, estimates, valuations, anticipated financing arrangements, timelines and other forward-looking information are inherently uncertain. Actual outcomes may differ materially.
10. Investment and transaction risks
Material risks may include credit, issuer, liquidity, valuation, acquisition, settlement, asset designation, development, planning, feasibility, refinancing, interest rate, senior financing, security, perfection, priority, intercreditor, enforcement, property market, concentration and counterparty risks.
Security does not eliminate loss risk. Realisable proceeds may be insufficient to repay senior liabilities, the Notes, interest, redemption amounts, enforcement costs or other liabilities. Prospective investors must review all risk disclosures in the definitive transaction documents.
11. Privacy and electronic communications
MSVC and its service providers may collect names, contact details, identity and eligibility information, IP-derived security information, login information, access times, documents viewed or downloaded and technical usage information for administration, security, compliance, investor relations and transaction management. See the MSVC Privacy Policy.
12. Limitation of liability
Nothing excludes any right or liability that cannot lawfully be excluded. Subject to that limitation, and to the maximum extent permitted by law, MSVC and its directors, officers, employees, advisers, agents and related entities are not liable for loss arising from access to, use of or reliance on the data room; incomplete or unavailable information; interruption or unauthorised access; technological risks; third-party information or systems; or an investment decision using data room information.
13. General provisions and acceptance
These terms govern access and do not create an obligation on MSVC to offer or issue Notes or on an Authorised User to subscribe. MSVC may terminate or restrict access without giving reasons. A failure or delay in exercising a right is not a waiver. Invalid provisions are to be read down or severed without affecting remaining provisions.
These terms are governed by the laws of Victoria, Australia. You submit to the non-exclusive jurisdiction of the courts of Victoria and the Commonwealth of Australia.
By accepting these terms, you confirm the Permitted Purpose, confidentiality obligations and legal eligibility, and understand that access is not itself an offer, recommendation, application or allocation.
