Terms of Use

1. Acceptance of Terms

These Terms of Use (the "Terms") form a legally binding agreement between you and The Last Acre, Inc., a Delaware corporation, and its affiliates (collectively, "The Last Acre," "we," "us," or "our"). The Terms govern your access to and use of thelastacre.co, related subdomains, and any associated products, content, or services we offer (collectively, the "Services").

By accessing or using the Services, you accept and agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Services.

2. Eligibility

You must be at least 18 years old and legally capable of forming a binding contract under the law of your jurisdiction to use the Services. By using the Services, you represent that you meet these requirements. Additional eligibility requirements may apply if and when we conduct a securities offering.

3. Description of the Services

The Services currently consist of informational content about The Last Acre and the ability to join a waitlist for future updates. We may, in the future, offer the opportunity to invest in securities pursuant to an offering qualified by the U.S. Securities and Exchange Commission. Nothing on the Services is an offer to sell, or a solicitation of an offer to buy, any security. See our Important Disclosures.

We may modify, suspend, or discontinue the Services (or any part of them) at any time, with or without notice. We are not liable to you or any third party for any such change.

4. Accounts & accuracy

If you provide information to us (including through the waitlist form), you agree to provide accurate, current, and complete information and to update it as needed. You are responsible for the activity that occurs under any account you create and for keeping your credentials confidential.

5. Prohibited conduct

You agree not to:

• Use the Services in violation of any applicable law, regulation, or third-party right;
• Impersonate any person or entity, or misrepresent your affiliation;
• Interfere with, disrupt, or attempt to gain unauthorized access to the Services or any related systems;
• Use any robot, scraper, or other automated means to access or collect information from the Services, except for search engine indexing in accordance with our robots.txt;
• Reverse engineer, decompile, or attempt to derive source code from the Services;
• Use the Services to transmit malware, spam, or other harmful content;
• Use the Services for any commercial purpose without our express written consent.

6. Intellectual property

The Services, including all text, graphics, logos, designs, software, and other content, are owned by The Last Acre or our licensors and are protected by U.S. and international intellectual property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Services for your personal, non-commercial use. All rights not expressly granted are reserved.

"The Last Acre" and our logos are trademarks of The Last Acre. You may not use them without our prior written consent.

7. User submissions & feedback

If you submit feedback, suggestions, or other content to us ("Submissions"), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit the Submissions for any purpose, without compensation or attribution.

8. Third-party links & content

The Services may contain links to or content from third parties. We do not control and are not responsible for third-party sites, services, or content, and inclusion does not imply endorsement. Your use of third-party sites and services is governed by their own terms and privacy policies.

9. Disclaimers

The Services are provided "as is" and "as available," without warranties of any kind, express or implied. To the maximum extent permitted by law, we disclaim all warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

Without limiting the foregoing, we do not warrant that the Services will be uninterrupted, secure, accurate, error-free, or free of viruses or other harmful components. We do not provide investment, legal, tax, or accounting advice through the Services. You are solely responsible for your investment decisions and should consult your own professional advisors.

10. Limitation of liability

To the maximum extent permitted by law, in no event will The Last Acre or its officers, directors, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, data, or use, arising out of or related to your use of (or inability to use) the Services, whether based on contract, tort, statute, or any other legal theory, even if we have been advised of the possibility of such damages.

Our aggregate liability arising out of or related to these Terms or the Services will not exceed one hundred U.S. dollars ($100). Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, our liability is limited to the maximum extent permitted by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless The Last Acre and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your access to or use of the Services; (b) your violation of these Terms; or (c) your violation of any law or third-party right.

12. Termination

We may suspend or terminate your access to the Services at any time, for any reason, with or without notice. Upon termination, the provisions of these Terms that by their nature should survive will survive, including Sections 6 (IP), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), and 13 (Dispute Resolution).

13. Governing law & dispute resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

Binding arbitration. Except for claims that may be brought in small-claims court, any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules. The arbitration will be conducted in [CITY, STATE], or remotely at your election, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver. You and The Last Acre each waive the right to a trial by jury and to participate in a class action, consolidated proceeding, or representative action. The arbitrator may not consolidate or join claims of more than one person.

Opt-out. You may opt out of this arbitration agreement by sending written notice to nick@blueoceancre.com within 30 days of first agreeing to these Terms.

Injunctive relief. Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights or confidential information.

14. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will provide notice (such as by updating the "Last Updated" date or, where required, by direct notice). Your continued use of the Services after the effective date of the updated Terms constitutes acceptance of the changes.

15. Miscellaneous

• Entire agreement. These Terms and the Privacy Policy constitute the entire agreement between you and The Last Acre regarding the Services.
• Severability. If any provision is held invalid, the remaining provisions remain in full force and effect.
• No waiver. Our failure to enforce any right or provision is not a waiver of that right or provision.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.
• Force majeure. We are not liable for delays or failures to perform due to causes beyond our reasonable control.
• No agency. No partnership, joint venture, or agency relationship is created by these Terms.
• Electronic communications. You consent to receive communications from us electronically.

16. Contact