1. Portal Access
The public offering materials linked from this page may be viewed without a password. The separately labeled Private VDR remains restricted to authorized recipients. Public access does not establish accredited status or a right to invest; purchaser verification and transaction acceptance are handled separately.
2. Confidentiality and Limited Purpose
Materials made available on the public investor page are intended for public review. Separately supplied nonpublic diligence materials may be confidential under a signed agreement or an express confidentiality designation (“Confidential Information”). You may use Confidential Information solely to evaluate a potential investment, financing, commercial relationship, or other transaction expressly contemplated by the Company. You must protect it using at least reasonable care and may disclose it only to your legal, tax, accounting, financial, or other professional advisers who have a need to know and are bound by confidentiality obligations at least as protective as those applicable to you.
You may not publish, redistribute, transmit, reproduce, scrape, index, sell, sublicense, create a public summary of, or otherwise disclose Confidential Information except as expressly authorized in writing or required by law. If disclosure is legally required, you must, to the extent lawful, provide prompt notice to the Company and reasonably cooperate in seeking confidential treatment.
3. Credentials and Account Security
If the Company separately supplies access credentials for a nonpublic service, those credentials are confidential, revocable, and intended only for the authorized recipient. You may not share, transfer, resell, or permit another person to use them. You are responsible for activity occurring through credentials supplied to you and must promptly notify legal@proprioceptiveai.com of suspected compromise, unauthorized access, disclosure, loss, or misuse.
4. Rule 506(c) Offering; Definitive Documents
Proprioceptive AI, Inc. is conducting a generally solicited offering under Rule 506(c) of Regulation D. Purchases are limited to accredited investors, and the Company must take reasonable steps to verify purchaser status. The financing described here is a post-money SAFE with a $6 million target, $30 million post-money valuation cap and 20% discount. Investment units measure $40,000 of SAFE investment; they are not a fixed share allocation or guaranteed ownership percentage. The executed SAFE governs conversion and other rights. Viewing materials or accessing the signup form does not establish accredited status or Company acceptance of an investment. The SEC has not approved or endorsed this offering.
If a subscription agreement, offering document, side letter, NDA, or other definitive transaction document is made available or executed, its express terms control its subject matter and supersede inconsistent summaries, statements, buttons, labels, descriptions, or other portal content.
5. Independent Review; No Professional Advice
Read the materials together with current offering disclosures and definitive agreements. Summaries do not replace the full terms. You should conduct appropriate diligence and consult your own advisers. Nothing in these terms limits the Company’s disclosure obligations or any non-waivable securities-law rights.
Nothing in the portal constitutes investment, legal, tax, accounting, brokerage, fiduciary, suitability, or other professional advice. Access does not create an advisory, fiduciary, broker-dealer, agency, partnership, joint-venture, employment, or similar relationship with the Company or its personnel.
6. Investment and Transaction Risk
HIGH-RISK, SPECULATIVE INVESTMENT — YOU COULD LOSE ALL OF THE MONEY YOU INVEST. Any investment in the Company is speculative and may result in the loss of 100% of the amount invested. You should invest only if you can bear a complete loss and the absence of liquidity for an indefinite period. There is no assurance of any return, repayment, distribution, dividend, redemption, repurchase, public market, secondary market, sale of the Company, financing event, or other exit, and the Company’s valuation could decline materially or to zero.
Risks include, without limitation, the Company’s early-stage status and limited operating history; limited or no revenue; substantial and continuing capital requirements; inability to obtain future financing or financing on acceptable terms; dilution from future issuances; steep competition from larger, better-funded, more established, or faster-moving companies; rapid technological change, obsolescence, or superior competing products; failure to commercialize research, prototypes, products, or intellectual property; product delays, defects, safety issues, adverse benchmark or replication results; limited customer adoption; customer, supplier, vendor, or infrastructure concentration; dependence on key personnel; recruiting and retention challenges; cybersecurity incidents, data loss, outages, privacy events, business-interruption and supply-chain risks; changes in AI, privacy, securities, export-control, sanctions, tax, accounting, or other laws and regulations; litigation, investigations, enforcement actions, and reputational harm; intellectual-property disputes; and the possibility that patent applications may never issue, may be narrowed, challenged, invalidated, found unenforceable, fail to provide commercially meaningful protection, or be designed around by competitors.
The Company may never achieve product-market fit, successful commercialization, profitability, positive cash flow, sustainable revenue, or an exit. Competitors may develop products or services that are cheaper, safer, faster, better performing, easier to deploy, more trusted, or more widely adopted. Business plans, technical roadmaps, market estimates, valuations, projections, milestones, financing expectations, and other forward-looking information may prove materially inaccurate or may change. A proposed financing or transaction may be delayed, repriced, restructured, abandoned, or fail to close. Any securities that may be offered can be restricted and highly illiquid, and an investor may be unable to sell them when desired or at any price. The Company could fail, become insolvent, wind down, or cease operations. This summary is not exhaustive; additional known and unknown risks may exist or arise. Each recipient is solely responsible for evaluating all risks with independent legal, tax, financial, technical, and other advisers and for reviewing the definitive transaction documents before making any decision.
Past research results, technical demonstrations, benchmark results, prototype performance, historical activity, intellectual-property filings, discussions, projections, targets, valuations, market estimates, or other information do not guarantee future performance, commercialization, patent issuance, enforceability, revenue, financing, liquidity, or investment return.
7. Forward-Looking Statements; Estimates; Benchmarks
NO ASSURANCE; NO RELIANCE ON PROJECTIONS. Any forecasts, projections, valuations, technical roadmaps, market estimates, anticipated financing events, commercialization timelines, patent expectations or other forward-looking information are inherently uncertain, are based on assumptions that may prove incorrect, and should not be regarded as promises, guarantees or representations that any particular result will occur.
Materials may contain forward-looking statements, forecasts, plans, targets, estimates, assumptions, opinions, technical expectations, market assessments, or other statements concerning future events. They are inherently uncertain and may change without notice. Actual results may differ materially. The Company undertakes no duty to update portal materials except as expressly required by law or a definitive written agreement.
Benchmarks, experiments, demonstrations, or performance figures may reflect specific models, datasets, hardware, protocols, controls, assumptions, or test environments. They are not promises that another environment, model, customer, deployment, or future test will produce the same result.
8. Data-Room Completeness and Changes
The portal is not represented to contain every item that may be material to your evaluation. The Company may add, remove, replace, correct, restrict, suspend, or update materials at any time and may revoke portal access without prior notice. The presence or absence of a document does not imply that the Company considers it material or immaterial.
9. Intellectual Property; No License
All portal content and all Company technology, research, software, inventions, trade secrets, know-how, trademarks, copyrights, patent applications, filings, claim concepts, data, designs, and other intellectual-property rights are owned by or licensed to the Company or their respective owners. Access to the portal grants no license, assignment, ownership interest, covenant not to sue, freedom-to-operate opinion, or other right except the limited right to review materials for the authorized purpose.
10. Prohibited Conduct
You may not attempt to bypass authentication or access controls; probe, scan, test, exploit, reverse engineer, decompile, disassemble, scrape, crawl, automate extraction from, interfere with, overload, attack, or compromise the portal; introduce malicious code; impersonate another person; remove proprietary notices; use portal content to train a model or build a competing dataset without written permission; or use the portal in violation of law, sanctions, export controls, intellectual-property rights, contractual obligations, or third-party rights.
11. Monitoring and Security Records
To protect the data room and Company materials, the Company may maintain security, authentication, session, access, and document-request records and may use them to investigate suspected misuse, enforce rights, satisfy diligence or compliance obligations, or protect users and systems. Nothing in these Terms authorizes interception or monitoring beyond what is permitted by applicable law.
12. Third-Party Services and Electronic Signatures
Links to third-party services are provided for convenience. The Company does not control and is not responsible for third-party systems, availability, security, content, policies, or acts. Use of a third-party electronic-signature service does not by itself create a binding transaction with the Company; a transaction is effective only in accordance with the applicable definitive agreement, required approvals, acceptance, countersignature, closing conditions, and law.
13. Suspension and Termination
The Company may suspend, restrict, or terminate access at any time, with or without notice, including where it reasonably suspects credential sharing, unauthorized disclosure, misuse, security risk, legal or regulatory concern, or breach of these Terms or another agreement. Confidentiality, intellectual-property, reliance, remedies, indemnity, limitation-of-liability, governing-law, and other provisions that by their nature should survive will survive termination.
14. Disclaimer of Warranties
TO THE FULLEST EXTENT PERMITTED BY LAW, THE PORTAL, ITS CONTENT, AND ACCESS TO THEM ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, AVAILABILITY, OR ERROR-FREE OPERATION. DEFINITIVE SIGNED AGREEMENTS MAY CONTAIN EXPRESS REPRESENTATIONS OR WARRANTIES THAT CONTROL THEIR SUBJECT MATTER.
15. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ADVISERS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OPPORTUNITY, OR ANTICIPATED SAVINGS; BUSINESS INTERRUPTION; INVESTMENT LOSS ARISING FROM RELIANCE ON PORTAL CONTENT; OR DAMAGES ARISING FROM UNAUTHORIZED ACCESS, THIRD-PARTY SERVICES, OR INABILITY TO USE THE PORTAL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COMPANY PARTIES ARISING OUT OF OR RELATING TO THE PORTAL OR THESE TERMS WILL NOT EXCEED THE GREATER OF US $100 OR THE AMOUNT YOU PAID DIRECTLY TO THE COMPANY SPECIFICALLY FOR ACCESS TO THIS PORTAL DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.
16. Indemnification
To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Company and its affiliates, directors, officers, employees, agents, and advisers from claims, losses, liabilities, damages, judgments, costs, and reasonable attorneys’ fees arising from or relating to your breach of these Terms, unauthorized use or disclosure of Confidential Information, credential sharing or compromise caused by your acts or omissions, violation of law, or infringement or misuse of third-party rights. This obligation does not apply to the extent a claim results from conduct for which indemnification cannot lawfully be required.
17. Equitable Relief
You acknowledge that unauthorized access, disclosure of Confidential Information, misuse of intellectual property, or circumvention of portal controls may cause irreparable harm for which monetary damages may be inadequate. To the fullest extent permitted by law, the Company may seek temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable remedies, in addition to any other available remedies, without limiting any rights under an NDA or other signed agreement.
18. Governing Law; Venue; Jury Trial Waiver
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. To the fullest extent permitted by law, any dispute arising solely from these Terms or portal access that is not governed by a separate signed agreement will be brought exclusively in the state or federal courts located in Delaware, and each party consents to personal jurisdiction and venue there. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY FOR SUCH A DISPUTE. A separately signed agreement containing different dispute-resolution terms controls the disputes within its scope.
19. Order of Precedence; Severability; Waiver; Assignment
These Terms supplement, and do not replace, any separately signed confidentiality, investment, subscription, commercial, or other agreement. If there is a conflict, the signed agreement controls within its scope. If any provision of these Terms is held unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will remain in effect. Failure to enforce a provision is not a waiver. You may not assign portal access or these Terms without the Company’s written consent; the Company may assign them in connection with a merger, reorganization, financing, sale of assets, change of control, or by operation of law.
20. Securities-Law Savings Clause
NON-WAIVABLE SECURITIES-LAW RIGHTS PRESERVED. Nothing in these materials, the Privacy & Legal terms, any subscription agreement, or any investor acknowledgment is intended to waive, limit or disclaim any right or remedy that cannot lawfully be waived under applicable federal or state securities laws.
21. Changes and Notices
The Company may revise these Terms and the Privacy Policy from time to time. The version presented through the portal when you access it governs that access, except where a separately signed agreement provides otherwise. Continued access after a posted revision constitutes acceptance to the extent permitted by law.
21. Contact and Corporate Address
Proprioceptive AI, Inc.
8 The Green, Suite B
Dover, Delaware 19901
United States
legal@proprioceptiveai.com