VENTUREMARKER – GENERAL TERMS OF SERVICE
Effective Date: 1-August-2025

These General Terms of Service (“Terms”) form a legally binding agreement between AL Advisors Management, Inc., a Delaware corporation doing business as VentureMarker (“VentureMarker,” “we,” “our,” or “us”), and you (“User,” “you,” or “your”). They govern your access to and use of the VentureMarker website, applications, tools, and services (collectively, the “Services”).

By accessing or using VentureMarker, you agree to these Terms.
If you do not agree, you must stop using the Services immediately.

1. OVERVIEW OF THE SERVICES

VentureMarker provides a digital platform designed to support the lifecycle of private markets participants. The Services may include, but are not limited to:

Founders & Companies
- Company profiles
- Data rooms and document storage
- Deal rooms
- Cap table management and ownership tracking
- Investor updates and communication tools

Investors (angel investors, venture funds, syndicates, family offices)
- Deal sourcing and evaluation tools
- Investor dashboards
- Portfolio insights
- Fund management tools
- Capital call tracking and reporting

Shared Platform Features
- Document vault and digital signatures
- Financial metrics and analytics (e.g., MOIC, TVPI, DPI, IRR)
- Workflow automation
- Communication tools
- Permissions and team roles
- AML/KYC verification services (through third-party providers)

Optional Integrated Financial Features (present or future)
- Fiat or digital asset payment rails
- Bank partner integrations
- SPV creation flows
- Tokenized asset or blockchain-enhanced records
- Compliance and reporting modules

The Services will continue to expand, and these Terms apply to all current and future modules unless stated otherwise.

2. ELIGIBILITY & ACCOUNT REGISTRATION

To use VentureMarker, you must:
1. Be at least 18 years old
2. Have legal capacity to enter a binding contract
3. Provide accurate and complete account information
4. Keep your login credentials secure

You are responsible for all activity under your account, whether authorized or not.
You may grant other individuals permission access to your account.
You are fully responsible for their actions on the platform.

3. CONTENT & INTELLECTUAL PROPERTY

3.1 Your Content

“User Content” includes documents, data, communications, files, messages, company information, investor updates, cap table entries, and any materials you upload or submit.

You retain ownership of your User Content.
However, by using VentureMarker, you grant us a non-exclusive, worldwide, royalty-free license to use, process, display, and reproduce User Content solely to operate, maintain, improve, and provide the Services.

We do not sell User Content.
We do not disclose User Content except as permitted by these Terms, our Privacy Policy, or with your authorization.

3.2 VentureMarker’s Content

VentureMarker owns all:
- software
- interfaces
- branding
- trademarks
- designs
- documentation
- analytics
- proprietary technology

You may not copy, reverse engineer, resell, or distribute our intellectual property without written permission.

4. ACCEPTABLE USE

You agree not to:
- Attempt to access source code or internal systems
- Scrape, harvest, or bulk-download platform data
- Use automated systems that impose unreasonable load
- Upload malware, viruses, or harmful code
- Interfere with platform security
- Misrepresent your identity or affiliation
- Use VentureMarker to compete with VentureMarker
- Market third-party services on the platform
- Engage in fraud, harassment, threats, or harmful activities

We may suspend or terminate access for any violations.

5. THIRD-PARTY SERVICES

VentureMarker may integrate with services such as:
- KYC/AML verification providers
- Banking partners
- Cloud storage providers
- Blockchain networks
- Payment processors

Third-party services are governed by their own terms.
We are not responsible for their performance.

Any data we receive through integrations is treated as User Content.

6. NO LEGAL, FINANCIAL, OR TAX ADVICE

VentureMarker is a technology platform.
We do not provide:
- legal advice
- financial advice
- investment recommendations
- tax advice
- due diligence verification

All decisions made using the Services are your sole responsibility.

7. PRIVACY & CONFIDENTIALITY

Your use of the platform is governed by the VentureMarker Privacy Policy, which explains how we collect, use, store, and process data.

You agree not to disclose confidential information obtained through VentureMarker except:
- with permission
- as required by law
- to advisors bound by confidentiality

We maintain industry-standard security practices but cannot guarantee absolute protection against unauthorized third-party access.

8. PLATFORM CHANGES & AVAILABILITY

We may modify, enhance, suspend, or discontinue any Service at any time, for any reason.
We may push updates and improvements without notice.
We do not guarantee uninterrupted access to the platform.

9. TERMINATION

We may suspend or terminate your account if:
- you violate these Terms
- you engage in harmful or fraudulent conduct
- we are required to do so by law or compliance partners

You may close your account at any time.
Some data may remain stored to comply with legal and financial regulations.

Sections related to ownership, confidentiality, arbitration, liability, and disclaimers survive termination.

10. DISCLAIMERS

To the fullest extent permitted by law:
- The Services are provided “as is” and “as available.”
- We do not guarantee accuracy, reliability, or completeness of data.
- We are not liable for delays, outages, loss of data, or third-party failures.
- We make no warranty that the Services will meet your expectations or be error-free.

11. LIMITATION OF LIABILITY

To the maximum extent permitted:

VentureMarker, AL Advisors Management, Inc., affiliates, employees, and agents are not liable for:
- indirect, incidental, special, punitive, or consequential damages
- loss of profits, revenue, data, goodwill, or business opportunities
- issues caused by third-party services or integrations

Our total liability for any claim arising from the Services is limited to the fees you paid to VentureMarker in the past 90 days.

12. INDEMNIFICATION

You agree to indemnify and hold VentureMarker harmless from claims arising out of:
- your use of the Services
- User Content submitted by you
- your violation of these Terms
- your interactions with other users
- misuse of the platform by persons with access to your account

13. ARBITRATION AGREEMENT

13.1 Agreement to Arbitrate

Any dispute arising out of these Terms will be resolved by binding arbitration, governed by the Federal Arbitration Act, not by court litigation.

13.2 No Class Actions

You may bring claims only on an individual basis, not as a class representative or member.

13.3 Exclusions

The following disputes may proceed in court:
- intellectual property claims
- requests for injunctive relief

13.4 Venue for Court Actions

If a dispute must be heard in court, the exclusive venue is:
State or Federal courts located in San Francisco County, California.

14. GOVERNING LAW

These Terms are governed by and interpreted under the laws of the State of Delaware, except for arbitration matters governed by the FAA.

15. MODIFICATIONS TO THE TERMS

We may update these Terms at any time.
The updated version becomes effective immediately upon posting.

Continued use of the Services constitutes acceptance of the updated Terms.

16. ELECTRONIC COMMUNICATIONS

By using VentureMarker, you consent to receiving electronic communications, including:
- email
- SMS
- in-app notifications

These satisfy any legal requirement for written communication.

17. MISCELLANEOUS

- These Terms constitute the entire agreement between you and VentureMarker.
- If any section is found unenforceable, the remainder remains in effect.
- You may not assign your rights without our written consent.
- We may assign these Terms to an affiliate or acquirer.
- No third party has beneficiary rights except as expressly stated.

18. CONTACT INFORMATION

For questions about these Terms or the Services:

AL Advisors Management, Inc.
Email: legal@venturemarker.com