Terms of Service

These Terms of Service (the "Terms" or "Agreement") are effective as of [2-15-2026] and are entered into by and between you ("User," "you," or "your") and OnePillar Holdings LLC, a single-member, manager-managed limited liability company ("Company," "we," "us," or "our"). The Company owns and manages various portfolio companies and operates under certain assumed names or "doing business as" (DBA) designations, including but not limited to [Artwork Linker, Camera Learn Lab, Auto Task Lab, Rating Relay]. These Terms govern all such entities and operations.


Purpose and Scope


The purpose of this Agreement is to establish the terms and conditions that govern your access to and use of the services, websites, platforms, and applications (collectively, the "Services") provided by the Company, whether directly or indirectly through its managed Portfolio Companies or under its Assumed Names. This Agreement applies to all interactions you have with the Company and its affiliated entities and brands. By accessing or using the Services in any manner, you agree to be bound by this Agreement. These Terms constitute a single, unified agreement governing your relationship with OnePillar Holdings LLC and all its business operations, irrespective of the specific Portfolio Company or Assumed Name through which the Services are delivered.


Definitions and Interpretation


Definitions


  1. "Agreement" refers to these Terms of Service.
  2. "Assumed Name" or "DBA" means any trade name or "doing business as" designation under which the Company or any Portfolio Company operates, including those listed in the preamble of this Agreement.
  3. "Authorized Representative" means an individual who possesses the full legal authority to enter into this Agreement on behalf of a corporate or other legal entity User.
  4. "Company" means OnePillar Holdings LLC, the single-member, manager-managed limited liability company that is a party to this Agreement.
  5. "Portfolio Company" means any legal entity that is, directly or indirectly, owned, managed, or controlled by the Company. For the purposes of this Agreement, all actions of a Portfolio Company in relation to the Services shall be deemed actions of the Company.
  6. "Services" includes all products, services, content, websites, applications, and other offerings provided or made available by the Company, either directly or through its Portfolio Companies or Assumed Names.
  7. "User," "you," or "your" means the individual, entity, or organization accessing or using the Services, including any Authorized Representatives acting on its behalf.


Interpretation


The headings in this Agreement are for reference only and shall not affect its interpretation. Unless the context requires otherwise, the singular includes the plural and vice versa. All references to currency are in [U.S. DOLLARS] unless explicitly stated otherwise.


Acceptance; Eligibility; Formation of Agreement


By accessing, registering for, or using the Services in any capacity, or by clicking a button or checking a box marked "I Agree" (or similar phrasing), you signify that you have read, understood, and agree to be legally bound by this Agreement. If you are entering into this Agreement on behalf of a corporation or other legal entity, you represent that you are an Authorized Representative of that entity, with the full authority to bind the entity to these Terms, in which case the terms "User," "you," and "your" shall refer to such entity. To be eligible to use the Services, you must be at least 18 years of age and possess the legal capacity to form a binding contract. This Agreement is formed and becomes effective on the date you first accept it as described herein. This Agreement is between you and OnePillar Holdings LLC, and its terms extend to all Services provided by any of its Portfolio Companies or under any of its Assumed Names.


Description of Services and Activities


The Company, directly and through its Portfolio Companies, provides a range of strategic, operational, and administrative services. These Services may include, but are not limited to, management oversight, investment advisory, administrative support, technology platform access, financial consulting, and other business activities designed to support and grow the enterprise value of the Portfolio Companies. The specific scope, nature, and details of the Services provided to you will be described in the relevant documentation, service portal, or a separate written agreement, such as a Statement of Work ("SOW") or Master Services Agreement ("MSA").


The Company makes no representations, warranties, or guarantees regarding any specific business outcome, financial performance, or investment return resulting from the use of the Services. The Services are provided for commercial purposes only. The Company reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice, though we will endeavor to provide reasonable notice of material changes. Any services not explicitly described herein or in a supplementary agreement are considered excluded from the scope of this Agreement.


Use of Assumed Names; Branding and Representation


All Assumed Names, DBAs, trademarks, service marks, logos, and other brand identifiers associated with the Company or its Portfolio Companies (collectively, the "Company Marks") are the exclusive property of OnePillar Holdings LLC. This Agreement does not grant you any license or right to use the Company Marks, except as may be strictly necessary to identify the source of the Services you receive.


You agree not to represent yourself as an agent, partner, or affiliate of the Company or its Portfolio Companies. Any statements you make to third parties regarding your relationship with the Company must be truthful and accurate. You are expressly prohibited from using any Company Marks in any manner that could imply an endorsement, sponsorship, or affiliation that does not exist, or in any way that may tarnish or dilute the goodwill associated with the Company and its brands.


Accounts, Access, and Security


Access to certain Services may require you to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are responsible for safeguarding your account password and any other credentials used to access the Services. You agree that you will not disclose your password to any third party.

You are solely responsible for any and all activities or actions that occur under your account, whether or not you have authorized such activities or actions. You must notify the Company immediately of any known or suspected unauthorized use of your account or any other breach of security. The Company reserves the right to suspend or terminate your account access if any information provided is untrue, inaccurate, or incomplete, or if you fail to comply with these security requirements.


Fees, Billing and Payment (if applicable)


Certain Services may be provided for a fee. You agree to pay all applicable fees for the Services you select, as set forth in a separate fee schedule, order form, or other written agreement between you and the Company (a "Fee Agreement"). Unless otherwise specified in a Fee Agreement, all invoices are due and payable within [NUMBER OF DAYS, e.g., thirty (30)] days of the invoice date. All fees are quoted exclusive of any applicable federal, state, or local taxes, for which you are solely responsible. Failure to make timely payment may result in the suspension or termination of your access to the Services. The Company reserves the right to charge interest on any overdue amounts at a rate of [INTEREST RATE, e.g., 1.5%] per month or the maximum rate permitted by law, whichever is lower.


Intellectual Property Rights


All right, title, and interest in and to the Services, including but not limited to all software, technology, platforms, content (excluding User Content), and all associated intellectual property rights, are and will remain the exclusive property of OnePillar Holdings LLC and its licensors. This Agreement grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Services for your internal business purposes only, strictly in accordance with these Terms.


You shall not (and shall not permit any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code of the Services. Any materials, data, or intellectual property developed or created by the Company during the provision of Services, including any work product for a Portfolio Company, shall be the sole and exclusive property of the Company unless explicitly agreed otherwise in a separate written agreement. You grant the Company a worldwide, royalty-free, non-exclusive license to host, use, and process any data or content you provide ("User Content") solely for the purpose of providing the Services. This Agreement does not transfer or grant any rights in the membership interests or equity of the Company or any Portfolio Company.


Confidentiality and Data Handling


Each party agrees to protect the other's "Confidential Information," which includes all non-public information related to a party's business, finances, technology, or customers that is disclosed in connection with this Agreement. The receiving party shall use the same degree of care that it uses to protect its own confidential information of like kind (but not less than a reasonable degree of care) to prevent the unauthorized use or disclosure of the disclosing party's Confidential Information.


The receiving party may only use Confidential Information for the purposes of fulfilling its obligations under this Agreement and may only disclose it to employees, agents, or contractors with a need to know who are bound by confidentiality obligations at least as restrictive as those herein. This obligation does not apply to information that is (a) publicly known, (b) already in the receiving party's possession without a duty of confidentiality, (c) independently developed, or (d) required to be disclosed by law, provided the receiving party gives the disclosing party prompt notice. The Company may share Confidential Information among its Portfolio Companies as necessary to provide the Services. This section does not supplant any separate Data Processing Agreement or more specific confidentiality agreement between the parties.


Privacy and Data Protection Reference


Your privacy is important to us. All personal information and data you provide or that we collect in the course of providing the Services is subject to our Privacy Policy, which is available at [LINK TO PRIVACY POLICY] and is incorporated by reference into this Agreement. The Privacy Policy describes our practices concerning the collection, use, processing, and disclosure of your personal data. By agreeing to these Terms, you acknowledge that you have read and understood our Privacy Policy. Both parties agree to comply with all applicable data protection laws and regulations.


Representations and Warranties


Each party represents and warrants to the other that: (a) it has the full legal power and authority to enter into and perform its obligations under this Agreement; and (b) its execution and performance of this Agreement will not violate any other agreement to which it is a party.

You further represent and warrant that: (a) all information you provide to the Company in connection with your account and use of the Services is and will remain accurate, complete, and current; and (b) you have all necessary rights, licenses, and permissions to provide any User Content to the Company for the purposes contemplated herein. The Company represents that it will perform the Services in a professional and workmanlike manner.


Disclaimers and Limitation of Liability


THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY, ITS PORTFOLIO COMPANIES, AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.


TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, PORTFOLIO COMPANIES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES.


IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO THE COMPANY IN THE [TWELVE (12)] MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) [ONE HUNDRED DOLLARS ($100.00)].THE LIMITATIONS IN THIS SECTION SHALL APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW, INCLUDING LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.


Indemnification


You agree to defend, indemnify, and hold harmless OnePillar Holdings LLC, its Portfolio Companies, affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Services; (b) your violation of any term of this Agreement; (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (d) any claim that your User Content caused damage to a third party.


This defense and indemnification obligation will survive the termination of this Agreement and your use of the Services. The Company will provide you with prompt written notice of any such claim and will provide you with reasonable assistance, at your expense, in defending the claim. You may not settle any claim without the Company's prior written consent, which will not be unreasonably withheld. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.


Compliance with Laws and Export Controls


You agree to use the Services in compliance with all applicable local, state, national, and international laws, rules, and regulations. You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties. You shall not, directly or indirectly, export, re-export, or release the Services or any underlying technology to, or make the Services or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law. This section does not constitute legal advice on compliance matters.


Termination, Suspension and Remedies


The Company may suspend your access to the Services, in whole or in part, immediately and without prior notice if you are in breach of this Agreement, if your use of the Services poses a security risk to the Company or any third party, or if you fail to pay applicable fees. The Company may terminate this Agreement for any reason by providing you with [NUMBER OF DAYS, e.g., thirty (30)] days' prior written notice. The Company may also terminate this Agreement immediately upon written notice if you materially breach this Agreement and fail to cure such breach within [NUMBER OF DAYS, e.g., ten (10)] days of receiving notice thereof, or if you breach provisions related to intellectual property, confidentiality, or compliance with laws.


You may terminate this Agreement at any time by ceasing all use of the Services and providing written notice to the Company. Upon termination or expiration of this Agreement for any reason, all licenses and rights granted to you hereunder shall immediately terminate, you must cease all use of the Services, and you must pay any outstanding fees owed to the Company. The Company will have no obligation to maintain or forward any User Content after termination, subject to our Privacy Policy and applicable law. The following sections will survive any termination or expiration of this Agreement: Intellectual Property Rights, Confidentiality and Data Handling, Disclaimers and Limitation of Liability, Indemnification, Dispute Resolution; Governing Law and Venue, and Miscellaneous Provisions.


Dispute Resolution; Governing Law and Venue


This Agreement and any disputes arising out of or related to it will be governed by and construed in accordance with the laws of the State of [TN], without regard to its conflict of law principles. The parties agree to first attempt to resolve any dispute, claim, or controversy arising out of this Agreement through good-faith negotiations. If the dispute is not resolved within [thirty (30)] days, it shall be resolved exclusively in the state or federal courts located in, [TN]. Both parties consent to the exclusive jurisdiction and venue of such courts. Any claim must be filed within one (1) year after such claim arose; otherwise, the claim is permanently barred.


Notices


All notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by email. Notices to the Company shall be sent to [hello@onepillarholdings.com]. Notices to you will be sent to the email address associated with your account. A notice is effective upon receipt.


Assignment and Change of Control


You may not assign or transfer this Agreement, by operation of law or otherwise, without the Company’s prior written consent. Any attempt by you to assign or transfer this Agreement without such consent will be null and void. The Company may freely assign or transfer this Agreement without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. This provision does not alter the statutory rights of the single member of the Company or any rules governing the transfer of membership interests set forth in the Company's Operating Agreement.


Relationship of Parties; Third-Party Beneficiaries


The parties to this Agreement are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties. Except as expressly provided herein, this Agreement is for the sole and exclusive benefit of the parties and is not intended to confer any rights on any third party. You acknowledge and agree that the Company’s Portfolio Companies are intended third-party beneficiaries of this Agreement and shall have the right to enforce its provisions directly against you.


Subcontracting and Use of Portfolio Companies


The Company reserves the right to use its Portfolio Companies, affiliates, and third-party vendors or subcontractors to perform its obligations and provide the Services under this Agreement. The Company will remain responsible for the performance of any such subcontractor and for their compliance with the terms of this Agreement. The engagement of a subcontractor does not create any contractual relationship between you and the subcontractor, nor does it grant the subcontractor any rights under this Agreement unless expressly stated otherwise in a separate writing.


Survival; Severability; Waiver


The sections titled Intellectual Property Rights, Confidentiality and Data Handling, Disclaimers and Limitation of Liability, Indemnification, and Dispute Resolution; Governing Law and Venue, as well as any payment obligations, shall survive any termination or expiration of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of either party to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision.


Amendments and Modifications


The Company reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will use reasonable efforts to provide at least [thirty (30)] days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. Notice of amendments may be provided by posting the updated terms on our website or by sending a notification to the email address associated with your account. By continuing to access or use the Services after any revisions become effective, you agree to be bound by the revised terms.


Miscellaneous Provisions


This Agreement, together with our Privacy Policy and any applicable Fee Agreements or other documents incorporated by reference herein, constitutes the entire and exclusive understanding and agreement between you and the Company regarding the subject matter hereof, and supersedes and replaces all prior oral or written understandings or agreements. Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence (a “Force Majeure Event”). Unless otherwise specified, all references to currency are to [U.S. DOLLARS]. You are responsible for any sales, use, value-added, or other governmental taxes, fees, or duties associated with your use of the Services, other than taxes on the Company's net income.


OnePillar Holdings LLC

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