Terms of Use

 Last Updated: September 25, 2025

Welcome to Onicorns (the "Website"). By accessing or using this Website, you (the "User") agree to be bound by these Terms of Use (the "Terms"). Please read them carefully. If you do not agree to these Terms, you must not access or use this Website.

Acceptance of Terms

These Terms constitute a legally binding agreement between you and Onicorns, LLC (referred to as "Onicorns," "we," "us," or "our"). By accessing or using any part of this Website, you acknowledge that you have read, understood, and agree to be bound by these Terms, including any additional guidelines and future modifications.

Description of Services

Onicorns operates as a platform that provides information about potential investment opportunities in Pre-IPO companies, Real Estate, Oil & Gas Funds, Hollywood Films, etc. Onicorns connects Users with entities offering these investment opportunities.

Onicorns does not offer, sell, or solicit investments directly. We provide information only, we do not provide financial, tax or accounting advice.

Important Disclaimers Regarding Investments

You acknowledge and agree that:

*  No Investment Advice: The information provided on this Website is for informational purposes only and does not constitute investment advice, financial advice, trading advice, or any other form of advice. You should not make any investment decisions based solely on the information provided on this Website.

*  Risk of Loss: All investments involve risk, and you could lose some or all of your investment. Investments in Pre-IPO companies, Real Estate, Oil & Gas Funds, Hollywood Films, etc. are often considered high-risk and illiquid. You should carefully consider your investment objectives, risk tolerance, and financial situation before making any investment.

*  Due Diligence: It is your sole responsibility to conduct your own independent due diligence and seek professional financial, legal, and tax advice before making any investment decisions. You should carefully review all offering documents and related materials provided by the entities offering the investments.

*  No Guarantee of Returns: Past performance is not indicative of future results. There is no guarantee that any investment will achieve its objectives or generate profits.

*  Suitability: Investment opportunities discussed on this Website may not be suitable for all investors. You are solely responsible for determining whether any investment is appropriate for your individual circumstances.

PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, AND ANY EXPECTED RETURNS OR HYPOTHETICAL PROJECTIONS MAY NOT REFLECT ACTUAL FUTURE PERFORMANCE. FURTHERMORE, PAST RETURNS MAY REFLECT THE PERFORMANCE OF ASSETS FOR A FINITE TIME, OR DURING A PERIOD OF EXTREME MARKET ACTIVITY. ALL INVESTMENTS INVOLVE RISK

AND MAY RESULT IN PARTIAL OR TOTAL LOSS. There can be no assurance that an investment mix or any projected or actual performance shown on the Site will lead to the expected results shown or perform in any predictable manner. It should not be assumed that investors will experience returns in the future, if any, comparable to those shown or that any or all investors on the Site experienced such returns.

Securities Regulations and Compliance

You understand and agree that:

*  Private Placements: Investments in Pre-IPO companies, Real Estate, Oil & Gas Funds, Hollywood Films, etc. are often offered as private placements and may be exempt from registration under applicable securities laws, such as the U.S. Securities Act of 1933, as amended (the "Securities Act").

*  Accredited Investor Status: Access to information about certain investment opportunities may be restricted to "accredited investors" as defined under applicable securities laws (e.g., Rule 501 of Regulation D under the Securities Act). By accessing such information, you represent and warrant that you meet the applicable accredited investor criteria. You may be required to provide documentation to verify your accredited investor status.

*  Compliance with Laws: You agree to comply with all applicable federal, state, and local laws and regulations, including securities laws, when using this Website and considering any investment opportunities discussed herein.

*  No Public Offering: Nothing on this Website should be construed as a public offering of securities in any jurisdiction. Offers and sales of securities will only be made in compliance with applicable securities laws and regulations.

Only "accredited investors" as defined in Rule 501 of Regulation D are authorized to access such services and web pages relating to offerings conducted under Regulation D (such persons being "Accredited Investors"). In general, to qualify as an Accredited Investor, individuals must have a net worth of more than $1 million (excluding their primary residence), or gross income for each of the last two years of at least $200,000 ($300,000 jointly with their spouse) with the expectation of a similarly qualifying income during the current year.

You may be required to provide supporting documents to issuers that provide proof that you are an Accredited Investor or Qualified Purchaser and as to your status with respect to being an Issuer Covered Person. Such proof will require your completion of a subscription agreement and may require completion of a questionnaire and satisfactory background information screening. Your failure to provide any information and documentation requested to confirm your status will be cause for Onicorns to immediately discontinue your use of the Service by preventing your access to the Website and the Service.

Notwithstanding anything to the contrary in these Terms of Service, in no event shall anything in these Terms of Service be deemed to be a waiver, and we will not assert there has been a waiver, that would not be permissible under Section 14 of the Securities Act of 1933, as amended (the “Securities Act”), Section 29(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other applicable provision of federal and state securities laws. The securities offered on the Site have not been registered under the Securities Act, in reliance on the exemptive provisions of (i) Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder (“Regulation D” or “private placements”), and/or (ii) Regulation A promulgated under the Securities Act (“Regulation A”). Securities sold through private placements are restricted and not publicly traded, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on this Site.

Investment overviews on the Site contain summaries of the purpose and principal business terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such investment opportunity. The information contained in the Site has been prepared by Onicorns without reference to any particular user’s investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.

Intellectual Property

All content on this Website, including but not limited to text, graphics, logos, images, videos, and software, is the property of Onicorns or it’s licensors and is protected by copyright, trademark, and other intellectual property laws. You may not reproduce, modify, distribute, or otherwise use any content from this Website without our prior written consent.

User Conduct

 You agree not to use this Website for any unlawful purpose or in any way that could harm, disrupt, or impair the Website or its services. You further agree not to:

*  Transmit any viruses, malware, or other harmful code.

*  Collect or harvest any personally identifiable information from other users.

*  Engage in any fraudulent or misleading activities.

*  Attempt to gain unauthorized access to any part of the Website or its systems.

Third-Party Links and Content

This Website may contain links to third-party websites or resources. Onicorns is not responsible for the content, accuracy, or availability of these external sites or resources and does not endorse them. Your use of third-party websites and resources is at your own risk.

Disclaimer of Warranties

THIS WEBSITE AND ITS CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, AND ACCURACY. ONICORNS DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ONICORNS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE WEBSITE OR ITS CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF ONICORNS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ONICORNS'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE WEBSITE EXCEED ONE HUNDRED U.S. DOLLARS ($100).

Indemnification

You agree to indemnify, defend, and hold harmless Onicorns and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your breach of these Terms, your use of the Website, or your violation of any law or the rights of a third party.

Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or your use of the Website shall be exclusively resolved in the state or federal courts located in Cheyenne, Wyoming, and you hereby consent to the jurisdiction of such courts.

Changes to These Terms

Onicorns reserves the right to modify or update these Terms at any time without prior notice. Any changes will be effective immediately upon posting the revised Terms on the Website. Your continued use of the Website after the posting of revised Terms constitutes your acceptance of the changes. It is your responsibility to review these Terms periodically for updates.

Entire Agreement

These Terms constitute the entire agreement between you and Onicorns regarding your use of the Website and supersede all prior or contemporaneous communications and proposals, whether oral or written.

Severability

 If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

Contact Us

 If you have any questions about these Terms, please contact us at: info@onicorns.com