Spotlight Capital Holdings, Inc.

Terms and Conditions

Effective Date: July 1, 2024

Users should take the time to read these Terms and Conditions carefully.

AGREEMENT TO TERMS

These Terms and Conditions constitute a legally binding agreement between you, whether personally or on behalf of an entity (“you”) and Spotlight Capital Holdings, Inc. (“we,” “us,” or “our”), concerning your access to and use of the spotlightcapital.ai website as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto.

By accessing this site and any pages contained within, you acknowledge that you have read these Terms and Conditions in their entirety, understand them, and agree to be bound by them. If you do not agree to abide by the Terms and Conditions stated herein, do not access this website or any pages contained inside this website or inside the Membership Portal. This website and its content are copyrighted by Spotlight Capital Holdings, Inc., 2014-2024. All rights reserved.

Spotlight Capital Holdings, Inc. reserves the right to change, modify, add, or remove portions of these Terms and Conditions at its sole discretion at any time and without prior notice. Please check these Terms and Conditions periodically for any modifications. Your continued use of the Spotlight Capital Holdings, Inc. site and any of its products or services following the posting of any changes will indicate to Spotlight Capital Holdings, Inc. that you have accepted and agreed to the changes or updates to the Spotlight Capital Holdings, Inc. Terms and Conditions.

COPYRIGHT

Copyright in the pages and in the screens displaying the pages, and in the information and material therein and in their arrangement, is owned by Spotlight Capital Holdings, Inc. (Spotlight) unless otherwise indicated.

USE AND ACCESS TO INFORMATION AND MATERIALS

The information and materials contained in these web pages, as well as the terms, conditions, and descriptions that appear, are subject to change. Unauthorized use of Spotlight’s website, its website content, its integrated content, and its downloadable material, as well as unauthorized entry into Spotlight’s software-hardware configuration, misuse of passwords, or misuse of any information posted on this website, is strictly prohibited.

You may not access the website or use the information contained in the website for any illegal purpose or in any manner inconsistent with these Terms and Conditions. The website may not be used in connection with any commercial endeavors except those specifically endorsed or approved by Spotlight.

NO WARRANTY

THE INFORMATION AND MATERIALS CONTAINED IN THIS WEBSITE, INCLUDING TEXT, GRAPHICS, LINKS, VIDEOS, EDUCATIONAL MATERIAL, OR OTHER WEBSITE CONTENT, ARE PROVIDED “AS IS AND AS AVAILABLE.” SPOTLIGHT DOES NOT WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF INFORMATION AND MATERIALS FROM EXTERNAL LINKS AND ADVERTISING ENTITIES AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS FROM THIS INFORMATION AND MATERIALS. NO WARRANTY OF ANY KIND, WHETHER IMPLIED, EXPRESSED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NON-INFRINGEMENT BY THIRD-PARTY RIGHTS, TITLES, MERCHANTABILITY, AS WELL AS FITNESS FOR A PARTICULAR PURPOSE AND ALSO FREEDOM FROM ANY COMPUTER VIRUS OR MALWARE, IS SPECIFICALLY GIVEN IN CONJUNCTION WITH THE INFORMATION AND MATERIALS ASSOCIATED WITH THE SPIRIT AND MESSAGING FROM SPOTLIGHT’S WEBSITE.

LIMITATION OF LIABILITY

IN NO EVENT WILL SPOTLIGHT BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES, OR EXPENSES ARISING IN CONNECTION WITH THIS WEBSITE OR ANY LINKED SITE OR USE THEREOF OR INABILITY TO USE THIS WEBSITE BY ANY PARTY OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR DATA DELIVERY LINE/SYSTEM FAILURE, EVEN IF SPOTLIGHT, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES.

SUBMISSIONS

All information submitted to Spotlight via this website shall be deemed and remain the property of Spotlight, and Spotlight shall be free to use, for any purpose, any idea, concepts, know-how, or techniques contained in information a visitor to this site may from time to time provide to Spotlight via this website. Spotlight shall not be subject to any obligations of confidentiality regarding submitted information except as agreed by the Spotlight Membership Portal or as otherwise specifically agreed or required by law. Nothing contained herein shall be construed as limiting or reducing Spotlight’s responsibilities and obligations to customers in accordance with the Spotlight Privacy Policy.

AVAILABILITY

This website is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local laws or regulations.

ADDITIONAL TERMS

Certain sections or pages on this website may contain separate terms and conditions, which are in addition to these Terms and Conditions. In the event of a conflict, the additional terms and conditions will govern those sections or pages.

UNITED STATES GOVERNING LAW

Use of this website shall be governed by all applicable Federal laws of the United States of America and the laws of the State of Nevada. Any claim arising out of or in connection with your use of or inability to use Spotlight’s website, products, and/or services or the content or any information submission must be brought within sixty (60) days after the event or such claim is barred.

INTERNATIONAL GOVERNING LAW

All matters relating to your access to or use of the site, including all disputes, shall be governed by and construed in accordance with the laws of the United States, without regard to its conflicts of law principles, except if you reside outside of the United States, then the laws of the country of the Spotlight regional office in the region where you reside will apply. The exclusive jurisdiction and law venue with respect to any action or suit arising out of or pertaining to the subject matter hereof shall be the courts of competent jurisdiction located in Rome, Italy. The International Chamber of Commerce and, more specifically, the International Court of Arbitration shall oversee any dispute that arises between you and Spotlight. Any claim arising out of or in connection with your use of or inability to use Spotlight’s website, products, and/or services or the content or any information submission must be brought within sixty (60) days after the event or such claim is barred.

PASSWORD USE SECURITY

If you use a password to access any Spotlight website products or services, you must not reveal your password. You must take reasonable steps to keep your password confidential and secure. You agree to immediately notify Spotlight by sending an email to support@spotlightcapital.ai if you become aware of or have reason to believe that there is any unauthorized use of your password or account or any other breach of security protocols. Spotlight is in no way liable for any claims or losses related to the use or misuse of your password or account due to the activities of any third party outside of our control or due to your failure to maintain your confidentiality and security.

COMPLIANCE WITH LAWS

You agree to comply with relevant laws and regulations that apply to your use of Spotlight’s website, products, services, content, or any membership information submission.

TERMINATION

Spotlight reserves the right to suspend, discontinue, or change access to this site at any time without notice. Upon termination, you shall cease all use of the Spotlight website and any products or services derived from the Spotlight website.

EXPORT CONTROLS

The Spotlight website products and services, its content, or any personal information submission consisting of access to Spotlight website software is subject to U.S., E.U., or any other Country’s export controls, and you represent or warrant that (1) you are not located in a country that is subject to a U.S. Government, E.U., or other Country embargo, or that has been designated by the U.S. Government or the E.U., or U.N. as a “terrorist-supporting” country; and (2) you are not listed on any U.S. Government, E.U., U.N., or any other list of prohibited or restricted parties.

NO ASSIGNMENT

You may not assign any of your membership rights, website access, or obligations under these Terms and Conditions to anyone.

NO WAIVER

No part of these Terms and Conditions shall be deemed waived, and no breach consented to, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of any rights or consent to any breaches shall constitute a waiver of any other rights or consent to any other breach.

INFORMATIONAL PURPOSES ONLY

The information contained in the website is solely for informational purposes. Nothing on this website is intended as an offer or solicitation to buy or sell any security or other investment. Although the website may include investment-related information, it is not intended to be used as the sole basis for making investment decisions. Nothing on this site should be considered a recommendation to buy or sell any security or other investment. Further, the information is subject to change without notice.

FORWARD-LOOKING STATEMENTS

The information contained in the website may include certain historical investment performance information and “forward-looking” statements. Historical investment performance is not indicative of future results, and there can be no assurance that future performance will be comparable to past performance. Forward-looking statements are only predictions and are subject to certain risks, uncertainties, and assumptions that could cause actual results to differ from those in the forward-looking statements. Potential risks and uncertainties include such factors as uncertainty of consumer demand for the Company’s products, as well as additional risks and uncertainties that are identified and described in the Company’s SEC reports. Actual results may differ materially from the forward-looking statements on this site.

SEVERABILITY

If any provision in these Terms and Conditions is held invalid or unenforceable under applicable law, the remaining provisions shall continue in full force and effect.