Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of the Fund54 platform, website, and related services (collectively, the "Service") operated by Fund54 ("we," "us," or "our"). By creating an account or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

Fund54 is software infrastructure for fundraising workflows. It is not investment advice, a broker-dealer, funding portal, or securities platform. We do not facilitate securities transactions, provide investment recommendations, or act as an intermediary in any investment.

2. Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Service. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

3. Accounts

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to provide accurate, current, and complete information during registration and to update it as necessary. You must notify us immediately at support@fund54.com if you suspect unauthorized access to your account.

We reserve the right to suspend or terminate accounts that violate these Terms, that have been inactive for an extended period, or at our sole discretion.

4. Subscriptions and Payments

Fund54 offers free and paid subscription plans. Paid plans are billed monthly through our payment processor, Stripe. By subscribing to a paid plan, you authorize us to charge the payment method on file through Stripe on a recurring basis.

• Billing: charges are billed in advance on a monthly basis. Your subscription renews automatically unless you cancel before the end of the current billing period.
• Cancellation: you may cancel your subscription at any time from your account settings. Cancellation takes effect at the end of the current billing period. You will retain access to paid features until the end of that period.
• Refunds: payments are non-refundable except where required by applicable law or at our sole discretion.
• Price changes: we may change subscription pricing with at least 30 days' notice. Continued use of the Service after a price change constitutes acceptance of the new price.

5. User Content

"User Content" refers to any data, files, documents, text, images, or other materials you upload, submit, or transmit through the Service, including data room content, startup profiles, investor notes, financial metrics, and cap table information.

• Ownership: you retain all ownership rights in your User Content. We do not claim ownership of any content you provide.
• License: by uploading User Content, you grant us a limited, non-exclusive, worldwide license to host, store, transmit, display, and distribute your User Content solely for the purpose of operating and providing the Service.
• Responsibility: you are solely responsible for your User Content, including its legality, accuracy, and appropriateness. You represent that you have all necessary rights to upload and share the content.

6. Data Rooms

Data rooms allow users to share sensitive documents with controlled access. As a data room owner, you are responsible for:

• Managing who has access to your data rooms and at what permission level.
• Ensuring that the content you share complies with applicable laws and regulations, including securities laws.
• Revoking access when appropriate.

As a data room viewer, you agree to keep all data room content confidential and to use it only for the purpose for which access was granted. Unauthorized distribution or reproduction of data room content is strictly prohibited and may result in account termination.

7. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or to solicit the performance of any illegal activity.
• Upload malicious software, viruses, or any code designed to interfere with the Service.
• Attempt to gain unauthorized access to other users' accounts, data rooms, or any part of the Service.
• Scrape, crawl, or use automated means to access the Service without our prior written consent.
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity.
• Use the Service to conduct or promote securities offerings in violation of applicable law.
• Share login credentials with unauthorized third parties.
• Interfere with or disrupt the integrity or performance of the Service.

8. Intellectual Property

The Service, including its design, code, features, documentation, and branding, is owned by Fund54 and protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of the Service without our prior written consent.

9. Privacy

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and protect your personal information. By using the Service, you consent to the practices described in the Privacy Policy.

10. Third-Party Services

The Service integrates with third-party services including Stripe for payment processing and Supabase for data storage. Your use of these services is subject to their respective terms and privacy policies. We are not responsible for the practices of third-party service providers.

11. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Fund54 does not warrant that the Service will be uninterrupted, error-free, or secure. We do not guarantee the accuracy or completeness of any information on the platform, including user- submitted data and metrics.

Fund54 is not a financial advisor, broker-dealer, or securities platform. Nothing on the Service constitutes investment advice, solicitation, or an offer to buy or sell securities. Users are solely responsible for their own investment decisions and compliance with applicable securities laws.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FUND54 AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO 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 SERVICE.

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

13. Indemnification

You agree to indemnify, defend, and hold harmless Fund54 and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from your use of the Service, your violation of these Terms, your User Content, or your violation of any rights of another party.

14. Termination

We may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. Upon termination, your right to use the Service ceases immediately. Sections of these Terms that by their nature should survive termination will survive, including but not limited to ownership, disclaimers, indemnity, and limitations of liability.

You may delete your account at any time. Upon account deletion, we will delete your personal data in accordance with our Privacy Policy.

15. Changes to These Terms

We may modify these Terms at any time. We will notify you of material changes by posting the updated Terms on this page and updating the effective date. Your continued use of the Service after the revised Terms take effect constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Service.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any disputes arising from these Terms or the Service shall be resolved in the state or federal courts located in Delaware.

17. Contact Us

If you have questions about these Terms, please contact us at legal@fund54.com.