Fund Launch Labs
Software + Services Agreement
Entity: Fund Launch Labs, Inc., a Delaware C-Corporation
Principal Office: 3400 North 1200 West, Suite 201, Lehi, Utah 84043
Contact: support@fundlaunch.com
Legal Notices: legal@fundlaunch.com
Last Updated: May 13, 2026
Effective Date: May 14, 2026
These Terms of Service (these “Terms”) constitute a binding agreement between Fund Launch Labs, Inc. (“Company, ” “we,” “our,” or “us”) and the individual or entity accessing or using the Fund Launch AI platform and related services (“Client,” “you, ” or “your”). By accessing or using the Platform, by clicking “I Agree,” “Start Subscription,” “Subscribe,” “Complete Purchase,” or a substantially similar button, or by signing an order form referencing these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, do not access or use the Platform.
If you are accepting these Terms on behalf of an entity, you represent that you have full authority to bind that entity to these Terms, and the term “Client” includes that entity.
Capitalized terms used in these Terms have the following meanings:
“Platform” means the Fund Launch AI software-as-a-service application, including all web-based interfaces, APIs, integrations, mobile applications, and any successor or replacement technologies, operated by Company.
“Services” means, collectively, (a) access to and use of the Platform; (b) any consulting, onboarding, training, or advisory services provided by Company in connection with the Platform; and (c) any content, data, templates, workflows, or AI Outputs made available through the Platform.
“AI Outputs” means any content, text, documents, data, analyses, recommendations, templates, or other materials generated, in whole or in part, by artificial intelligence or machine learning models through the Platform.
“AI Inputs” means prompts, queries, instructions, documents, files, and other content Client submits to AI-powered features of the Platform.
“Legal Drafts” means working drafts of legal or quasi-legal documents produced through the Platform’s Legal Tech feature, including private placement memoranda, limited partnership agreements, subscription agreements, side letters, operating agreements, and analogous documents.
“Client Data” means all data, documents, content, information, and materials uploaded, submitted, or otherwise provided by Client to the Platform or Company in connection with the Services.
“Interaction Signals” means button clicks, thumbs up/down ratings, regeneration requests, dwell time, scroll behavior, edits, feedback signals, anonymized usage patterns, aggregate session metadata, and model performance metrics derived from Platform use.
“Authorized Users” means individuals authorized by Client to access and use the Platform under Client’s account, subject to the applicable subscription tier.
“Subscription Term” means the period during which Client is entitled to access and use the Platform, as specified in the applicable order form, purchase order, or checkout confirmation.
“Documentation” means any user guides, help articles, API documentation, and technical specifications made available by Company describing the functionality and use of the Platform.
“Credits” means on-platform credits purchased by Client or allocated under the applicable subscription tier, used to access certain Platform features and the Marketplace.
“Marketplace” means the section of the Platform through which Client may access Advisors and Service Providers, as further described in Section 17.
“Advisor” means an independent third-party individual offering consulting, coaching, or office-hours time through the Marketplace.
“Service Provider” means an independent third-party company offering products or services through the Marketplace.
“Preferred Provider” means an attorney or law firm listed in the Platform’s Preferred Provider Attorney List as familiar with the Platform’s templates, as further described in Section 4.8.
You represent and warrant that (a) you are at least 18 years of age; (b) you have the legal capacity and authority to enter into these Terms on behalf of yourself or the entity you represent; (c) you are not a resident of, located in, or organized under the laws of any country subject to comprehensive U.S. sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions); and (d) you are not on the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) list of Specially Designated Nationals, the U.S. Department of Commerce Entity List, or any other prohibited-party list maintained by the U.S. government.
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Company immediately of any unauthorized use of your account or any other breach of security. Company is not liable for any loss arising from your failure to maintain account security. Company may, but is not obligated to, suspend or require resetting of credentials Company reasonably believes have been compromised.
Client is responsible for ensuring that all Authorized Users comply with these Terms. Client is jointly and severally liable for any breach of these Terms by its Authorized Users. Access credentials may not be shared with or transferred to any individual who is not an Authorized User. Each natural person accessing the Platform must use a distinct set of credentials; shared logins are prohibited.
Where Client accepts these Terms by clicking “I Agree,” “Start Subscription,” “Subscribe,” “Complete Purchase,” or a substantially similar button after being presented with these Terms or a clearly conspicuous hyperlink to these Terms, such action constitutes Client’s electronic signature and binding acceptance of these Terms under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001 et seq.) and the Utah Uniform Electronic Transactions Act (Utah Code §§ 46-4-101 et seq.). Company records the version of these Terms accepted, the date and time of acceptance, the IP address from which acceptance was made, the user agent, and the identity of the accepting Authorized User. Such records constitute reliable, admissible evidence of acceptance and may be introduced in any proceeding to evidence Client’s agreement to these Terms.
Company may, at its discretion and at any time, require Client to provide additional identity, business, or beneficial-ownership information for purposes of compliance with applicable law, fraud prevention, sanctions screening, or the policies of Company’s payment processors. Failure to provide reasonably requested information may result in suspension or termination of the account.
Subject to these Terms and payment of applicable fees, Company grants Client a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform during the Subscription Term solely for Client’s internal business purposes related to investment fund formation, management, operations, and capital-raising activities. No rights are granted other than as expressly set forth in these Terms.
The Services may include a combination of (a) self-service access to the Platform, including AI-powered workflows, template-based document assembly, and data analytics; (b) human-delivered consulting, onboarding, or strategic advisory support from Company personnel; and (c) third-party services accessed through the Marketplace. The scope of any human-delivered services will be set forth in an applicable order form, statement of work, or rider.
Company reserves the right to modify, update, add, or discontinue features of the Platform at any time. Company will use commercially reasonable efforts to provide advance notice of material changes that adversely affect existing functionality. Continued use of the Platform after any modification constitutes acceptance of such changes.
The Platform is subject to usage limits as specified in the applicable subscription tier, including but not limited to: number of Authorized Users, API call volume, AI Output generation limits, document generation quotas, Credits balance, and data storage capacity. Company may implement rate limiting, throttling, queueing, or other technical controls to enforce usage limits or to protect the Platform from abuse. Usage in excess of the applicable tier limits, or use that imposes disproportionate burden on Platform infrastructure relative to typical users, may result in additional fees, temporary throttling, upgrade requirements, or suspension, at Company’s discretion.
If Client accesses the Platform via an API, Client agrees to comply with Company’s API documentation, rate limits, and acceptable use policies. Company may revoke or restrict API access at any time for abuse, excessive usage, security concerns, or violation of these Terms. API keys and tokens are confidential and must be treated as account credentials; Client is responsible for all activity originating from Client’s API keys.
Company may make available pre-release or beta features (“Beta Features”) at its sole discretion. Beta Features are provided “AS IS” without any warranty, may contain errors or defects, may be modified or discontinued at any time without notice, and may not be production-ready. Client’s use of Beta Features is at Client’s sole risk and does not create any obligation for Company to continue offering such features or to provide them under future subscription terms. Notwithstanding any other provision of these Terms, Company’s total aggregate liability arising from Beta Features shall not exceed one thousand U.S. dollars ($1,000).
Unless Client has entered into a separate written service level agreement with Company, the Platform is provided without uptime, response time, or availability guarantees. Company will use commercially reasonable efforts to maintain Platform availability but does not warrant that the Platform will be uninterrupted, error-free, or available at any particular time.
The Platform utilizes artificial intelligence, machine learning models, and template-based document assembly to generate AI Outputs, including but not limited to: fund documents, pitch materials, Legal Drafts, financial analyses, compliance checklists, summaries, and strategic recommendations. AI Outputs are generated algorithmically and are not the product of human professional judgment, even where the Platform’s interface may suggest expert authority through formatting, citation styles, or document conventions.
AI OUTPUTS DO NOT CONSTITUTE AND SHALL NOT BE CONSTRUED AS LEGAL, TAX, FINANCIAL, INVESTMENT, ACCOUNTING, REGULATORY, FIDUCIARY, OR OTHER PROFESSIONAL ADVICE. NO ATTORNEY-CLIENT, FIDUCIARY, OR PROFESSIONAL-CLIENT RELATIONSHIP IS FORMED BETWEEN CLIENT AND COMPANY, OR BETWEEN CLIENT AND ANY COMPANY EMPLOYEE, CONTRACTOR, OR AI SYSTEM, BY VIRTUE OF CLIENT’S USE OF THE PLATFORM. CLIENT IS SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND INDEPENDENTLY VALIDATING ALL AI OUTPUTS BEFORE RELIANCE OR USE. COMPANY STRONGLY RECOMMENDS THAT CLIENT CONSULT WITH QUALIFIED LEGAL, TAX, FINANCIAL, AND COMPLIANCE PROFESSIONALS BEFORE ACTING ON ANY AI OUTPUT.
AI Outputs may contain errors, omissions, inaccuracies, hallucinations, fabricated citations, or outdated information. Models may produce confident-sounding output that is factually wrong. Company does not guarantee the accuracy, completeness, reliability, suitability, currency, or timeliness of any AI Output. Client assumes all risk associated with the use of AI Outputs.
AI Outputs, including any generated documents, templates, or workflows, do not in themselves ensure compliance with any federal, state, or international law or regulation, including but not limited to the Securities Act of 1933, SEC Regulation D (Rules 504, 506(b), and 506(c)), Regulation A+, Regulation Crowdfunding, Regulation S, Blue Sky laws of any U.S. state, the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Securities Exchange Act of 1934, the Commodity Exchange Act, ERISA, anti-money laundering laws (BSA, USA PATRIOT Act), the FCPA, the FTC Act, the FTC Endorsement Guides, or any analogous foreign regime. Client is solely responsible for ensuring all regulatory compliance applicable to Client’s activities.
Client acknowledges and agrees that all AI Outputs require independent human review by Client and, where applicable, by qualified professional advisors retained by Client before use in any legal, regulatory, financial, or investor-facing context. Company disclaims all liability for any loss, damage, penalty, fine, or other consequence arising from Client’s failure to conduct adequate human review of AI Outputs.
The Platform includes a “Legal Tech” feature that uses artificial intelligence and template-based document assembly to generate working Legal Drafts. Client expressly acknowledges and agrees that:
(a) Company is not a law firm and Company’s employees, contractors, and AI systems are not Client’s lawyers;
(b) Use of the Legal Tech feature does not create an attorney-client relationship between Client and Company, between Client and any Company employee or contractor, or between Client and any third-party Service Provider, Advisor, or Preferred Provider listed on the Platform;
(c) Legal Drafts are produced through automated assembly of templates with field values confirmed by Client during the Field Review process. Legal Drafts are working drafts and are not deemed final, executable, or compliant with applicable law until reviewed and approved by a licensed attorney admitted in the relevant jurisdiction;
(d) Before any Legal Draft is used with investors, filed with any regulator, or relied upon for any legal or business decision, Client must submit the Legal Draft for review by a licensed attorney. The Platform provides the “Submit for Legal Review” workflow as a convenience feature; Client may retain independent counsel of Client’s choosing in lieu of or in addition to any Preferred Provider;
(e) Client is solely responsible for the accuracy, completeness, and regulatory compliance of any Legal Draft Client uses, regardless of whether the Legal Draft was reviewed by a Preferred Provider or by independent counsel;
(f) Communications between Client and the Platform (including with the AI system and any Company personnel) are NOT protected by attorney-client privilege or attorney work product doctrine and may be discoverable in any subsequent legal proceeding; and
(g) Use of any Legal Draft prior to attorney review and approval is at Client’s sole risk and is not recommended by Company.
If Client uses the Platform to draft offering materials, build offering pages, or generate marketing content for a securities offering, Client is solely responsible for identifying the applicable securities exemption (e.g., Rule 506(b), Rule 506(c), Rule 504, Rule 147A, Reg A+, Reg CF, intrastate, or another exemption) and for complying with the requirements of that exemption, including but not limited to restrictions on general solicitation and general advertising under Rule 506(b) and verification of accredited-investor status under Rule 506(c). The Platform’s tools do not enforce, verify, or certify exemption compliance. Client acknowledges that posting Platform-generated offering materials publicly or to non-accredited investors may violate applicable securities laws unless Client has confirmed an exemption that permits such activity.
The Platform provides a “Submit for Legal Review” workflow that surfaces a list of attorneys (“Preferred Providers”) who have reviewed Company’s document templates and are familiar with them. Client expressly acknowledges and agrees that:
(a) Preferred Providers are independent attorneys and law firms and are not employees, agents, partners, joint venturers, or affiliates of Company;
(b) Company does not pay Preferred Providers for being listed, and Company does not receive any fee, referral commission, revenue share, or other compensation from any Preferred Provider in connection with Client’s engagement of that Preferred Provider;
(c) The Preferred Provider list is informational only — Client may engage any attorney of Client’s choosing, whether on or off the list, and is not obligated to use a Preferred Provider;
(d) Any engagement of a Preferred Provider is between Client and the Preferred Provider, and is governed by a separate engagement letter between those parties. The attorney-client relationship and any associated privileges arise solely between Client and the Preferred Provider, not between Client and Company;
(e) Attorney-client privilege and attorney work product doctrine apply only to communications between Client and the engaged attorney in accordance with the engagement letter. Communications with Company or the Platform are not so protected; and
(f) Company does not supervise, direct, or guarantee the work product of any Preferred Provider, and Company shall have no liability for any act or omission of any Preferred Provider.
As between the parties, Client retains all right, title, and interest in and to Client Data. Client grants Company a worldwide, non-exclusive, royalty-free, sublicensable license to access, use, host, store, transmit, display, reproduce, modify (solely as necessary to operate the Services), and process Client Data for the purposes of (a) providing, maintaining, securing, and improving the Services; (b) generating AI Outputs as directed by Client; (c) training, fine-tuning, and improving Company’s proprietary models as described in Section 5.2; (d) detecting, preventing, and addressing fraud, abuse, security incidents, and policy violations; and (e) complying with applicable law and legal process.
Company develops and operates proprietary machine learning models to power Platform features such as algorithmic scoring, recommendations, document quality optimization, and response improvement. By using the Platform, Client consents to Company’s use of Client Data, AI Inputs, AI Outputs, and Interaction Signals to train, fine-tune, and improve Company’s proprietary models. Company will implement reasonable technical safeguards designed to prevent the exposure of any individual Client’s identifiable Client Data to other Clients through model outputs. Client may opt out of having identifiable Client Data used for Company proprietary model training at any time through account settings or by contacting support@fundlaunch.com. For clarity, the opt-out applies only to identifiable Client Data; Company retains, in all cases and regardless of any opt-out, the right to use (i) AI Inputs, AI Outputs, and Interaction Signals, (ii) aggregate, de-identified, and anonymized data, and (iii) any information that has been irreversibly de-identified or aggregated such that it cannot reasonably be used to identify Client or any individual. Opt-out does not apply retroactively to models already trained prior to the opt-out request.
The Platform utilizes third-party AI model providers (e.g., large language model APIs) to process Client Data and AI Inputs and to generate AI Outputs. Company accesses these providers exclusively through API integrations with contractual commitments prohibiting provider-side training on Client Data. Client acknowledges that Client Data submitted for AI processing may be transmitted to such third-party providers. Company will maintain a current list of material third-party AI providers and will make it available to Client upon reasonable request.
Company may collect, use, retain, and exploit aggregate, de-identified, and anonymized data derived from Platform usage (including AI interaction patterns, feature usage, scoring outcomes, and Interaction Signals) for any purpose, including to improve the Platform, train proprietary and third-party models, develop new features, generate industry benchmarks, conduct research, and produce marketing and analytical materials. Such data cannot reasonably be used to identify Client or any individual. Company’s rights under this Section 5.4 survive termination of these Terms and Client’s account.
Company will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration, or destruction. Such safeguards include encryption in transit (TLS/SSL) and at rest (AES-256 or equivalent), role-based access controls, regular vulnerability testing, and incident response procedures. No method of transmission or storage is 100% secure, and Company does not guarantee absolute security of Client Data.
Company will notify Client without undue delay, and in any event no later than seventy-two (72) hours after becoming aware, of any confirmed unauthorized access, acquisition, use, disclosure, or destruction of Client Data that is likely to result in a material risk of harm to Client or to identifiable natural persons whose data is included in Client Data (a “Security Breach”). Such notice will include, to the extent then known, (a) a description of the nature of the Security Breach; (b) the categories and approximate volume of data affected; (c) the actions Company has taken or proposes to take; and (d) a contact for further information. Notice will be provided by email to the address on file for Client’s primary administrator.
Upon termination of the Subscription Term, Client may request the return or deletion of Client Data. Company will comply with such request within thirty (30) days, subject to any legal retention obligations. Backend AI interaction logs (prompts, responses, metadata) are retained for up to ninety (90) days for debugging, abuse prevention, quality assurance, and compliance purposes, then deleted or irreversibly de-identified. User-facing content (saved documents, generated outputs, conversation history) is treated as Client Data and retained for the duration of the Subscription Term and for thirty (30) days following termination. Aggregate and de-identified data may be retained indefinitely as set forth in Section 5.4.
For the avoidance of doubt, Interaction Signals are not Client Data and are the sole property of Company. Company may collect, use, retain, and exploit Interaction Signals indefinitely for any purpose, including model training, benchmarking, analytics, marketing, and product development, without restriction and without compensation to Client.
Client’s use of the Platform is also governed by Company’s Privacy Policy, which is incorporated herein by reference and available at [Privacy Policy URL — verify before publication]. The Privacy Policy describes Company’s practices regarding the collection, use, and disclosure of personal information.
Client agrees to pay all fees specified in the applicable order form, purchase order, or checkout confirmation. Fees are non-refundable except as expressly set forth herein or required by applicable law.
Fees are billed in advance on a monthly or annual basis as selected by Client. Payment is due upon invoice. Client authorizes Company to charge the payment method on file (including credit card, debit card, ACH, or third-party processor) for all applicable fees, taxes, and other charges. Client is responsible for maintaining a valid payment method.
If Client fails to pay any undisputed fees when due, Company may provide written notice of the delinquency. If payment is not received within fifteen (15) days of such notice, Company may suspend Client’s access to the Platform until all outstanding amounts are paid in full. If the delinquency continues for thirty (30) days or more after the initial notice, Company may terminate these Terms and Client’s account, including permanent deletion of Client Data after providing a reasonable opportunity for Client to export such data. Reactivation of a suspended or terminated account may be subject to a reactivation fee at Company’s discretion.
Company may modify pricing upon at least thirty (30) days’ prior written notice. Price changes will take effect at the beginning of the next Subscription Term following the notice period. Continued use of the Platform after the price change effective date constitutes acceptance of the new pricing.
All fees are exclusive of applicable taxes, duties, levies, and similar governmental assessments. Client is responsible for all sales, use, value-added, excise, and similar taxes, except for taxes based on Company’s net income.
CLIENT’S SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING PERIOD AT THE THEN-CURRENT RATE, AND CLIENT’S PAYMENT METHOD WILL BE CHARGED, UNLESS CLIENT CANCELS BEFORE THE END OF THE THEN-CURRENT BILLING PERIOD.
Client may cancel at any time, in one click, directly through Client’s account settings using the same channel through which Client subscribed. Client may alternatively cancel by emailing support@fundlaunch.com. Cancellation will be effective at the end of the then-current billing period; no partial-period refunds will be issued unless required by applicable law. Company will send a renewal reminder by email between three (3) and seven (7) days before each annual renewal, as required by applicable law. This clause is intended to comply with California Business & Professions Code §17602, the federal Restore Online Shoppers’ Confidence Act, the FTC Negative Option Rule, and analogous state laws (including those of New York, Illinois, Oregon, Vermont, and North Carolina).
Certain Platform features and Marketplace activities require Credits. Credits may be purchased separately or allocated under the applicable subscription tier. Credits have no cash value, are non-transferable, and are non-refundable except as expressly stated or as required by applicable law. Unused Credits do not expire during an active Subscription Term. Upon termination of the Subscription Term, any unused Credits are forfeited.
Client must notify Company in writing of any disputed charge within sixty (60) days of the date the charge first appears on Client’s invoice or statement. Failure to provide such notice within sixty (60) days waives Client’s right to dispute the charge. The parties will work in good faith to resolve disputed charges.
Company retains all right, title, and interest in and to the Platform, Services, Documentation, Company’s proprietary content, templates, software, algorithms, models, weights, training data (excluding Client Data), Interaction Signals, and all related intellectual property rights, including patents, copyrights, trademarks, trade secrets, and other proprietary rights worldwide (collectively, “Company IP”). Nothing in these Terms transfers or assigns any ownership of Company IP to Client. All rights not expressly granted to Client are reserved.
Client retains all right, title, and interest in and to Client Data and any pre-existing intellectual property provided by Client. Company obtains no rights in Client’s intellectual property except the limited license granted in Section 5.1.
As between the parties, Client shall own such rights, if any, as exist in the AI Outputs generated through Client’s use of the Platform, subject to the following. Client acknowledges that under current law and U.S. Copyright Office guidance, AI-generated content may not be eligible for copyright protection, and Company makes no representation as to the existence, scope, or enforceability of any intellectual property rights in AI Outputs:
(a) Company retains all rights in the underlying models, algorithms, templates, weights, and Platform technology used to generate AI Outputs;
(b) AI Outputs may not be unique to Client and similar or identical outputs may be generated for other Clients;
(c) Client’s ownership of AI Outputs is contingent upon Client’s continued compliance with these Terms;
(d) Company retains a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable license to use AI Outputs in aggregate, de-identified, or anonymized form for Platform improvement, proprietary model training, benchmarking, research, marketing, and product development purposes; and
(e) To the maximum extent permitted by applicable law, Client waives any moral rights, droit moral, or analogous rights of attribution and integrity in AI Outputs. Without limiting Section 7.3(d), Client grants Company a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to reproduce, modify, adapt, publish, translate, distribute, publicly display, and create derivative works of AI Outputs in aggregate, de-identified, or anonymized form for any purpose.
If Client provides suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Platform (“Feedback”), Client grants Company a perpetual, irrevocable, worldwide, sublicensable, royalty-free license to use, modify, reproduce, distribute, and incorporate such Feedback into the Platform, Services, and Company IP without restriction or obligation to Client. Client waives any claim to attribution, compensation, or other consideration in connection with Feedback.
Client shall not, and shall not permit any third party to:
(a) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, weights, or underlying algorithms of the Platform, except to the extent expressly permitted by applicable law notwithstanding this restriction;
(b) copy, modify, translate, or create derivative works of the Platform or Company IP, except as expressly permitted by these Terms;
(c) sublicense, resell, rent, lease, time-share, distribute, host, or otherwise make the Platform or any portion of the Platform available to any third party except Authorized Users;
(d) use the Platform, AI Outputs, Client Data exported from the Platform, or any portion of Company IP to develop, train, fine-tune, validate, benchmark, or improve any artificial intelligence model, machine learning system, large language model, or competitive product or service;
(e) scrape, crawl, harvest, index, cache, or systematically extract data from the Platform, except through interfaces and methods expressly authorized by Company;
(f) circumvent, disable, or interfere with security features, rate limits, content filters, or access controls of the Platform;
(g) remove, alter, or obscure any proprietary notices, copyright, trademark, or other intellectual property indicators on the Platform or in any AI Output;
(h) use the Platform in violation of applicable law or in a manner that infringes, misappropriates, or violates any third party’s rights; or
(i) use the Platform to develop or operate any service that competes with the Platform.
Client may not use Company’s name, logos, trademarks, service marks, or trade dress without Company’s prior written consent, except as expressly permitted in Section 16.9 (use of Client name) on a reciprocal basis or as required for factual reference to the Platform under the doctrine of nominative fair use.
“Confidential Information” means all non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) in connection with these Terms, whether in writing, orally, electronically, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, customer lists, product roadmaps, proprietary technology, trade secrets, AI models, training data, source code, and Client Data.
Each party agrees to (a) hold the other party’s Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted herein or with the Discloser’s prior written consent; (c) use Confidential Information solely for the purposes of performing under or exercising rights under these Terms; and (d) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Recipient; (b) was rightfully known to the Recipient prior to disclosure without confidentiality obligations; (c) is independently developed by the Recipient without reference to or use of the Discloser’s Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.
If the Recipient is legally compelled to disclose Confidential Information, it shall, to the extent legally permitted, provide the Discloser with prompt notice so the Discloser may seek a protective order or other appropriate remedy. The Recipient shall disclose only the minimum information legally required and shall cooperate with the Discloser’s reasonable efforts to preserve confidentiality.
During the Subscription Term and for a period of two (2) years thereafter, Client shall not directly solicit for employment any Company employee with whom Client has had material contact in connection with the Services. General advertisements for employment not targeted at specific Company employees do not constitute a breach of this section.
The obligations under this Section 8 shall survive termination of these Terms for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.
Client shall not use the Platform, AI Outputs, or any output of the Services to:
(a) violate any applicable law, regulation, court order, or rule of any self-regulatory organization;
(b) engage in any fraudulent activity, including misrepresentation of investment terms, fund performance, GP credentials, or any other material fact;
(c) engage in money laundering, terrorist financing, sanctions evasion, or any transaction prohibited by U.S. or foreign sanctions law;
(d) solicit investors for any unregistered securities offering that does not qualify for a valid exemption;
(e) violate any third party’s intellectual property, privacy, publicity, or contractual rights;
(f) transmit any malware, virus, ransomware, worm, Trojan horse, time bomb, spyware, or other malicious code;
(g) impersonate any person or entity or misrepresent Client’s affiliation with any person or entity;
(h) send unsolicited commercial communications in violation of CAN-SPAM, TCPA, or analogous law;
(i) harass, threaten, intimidate, or harm any other person;
(j) collect or harvest any personally identifiable information of any other Client or Authorized User;
(k) generate or distribute child sexual abuse material, terrorist content, or other content prohibited by law;
(l) generate output intended to deceive investors, regulators, auditors, or counterparties; or
(m) take any action that imposes an unreasonable or disproportionately large load on Platform infrastructure.
Client represents and warrants on an ongoing basis that (a) Client is not engaged in any unregistered broker-dealer, investment adviser, or commodity-pool-operator activity in violation of applicable law; (b) Client has obtained or will obtain all licenses, registrations, exemptions, and qualifications required for Client’s activities; and (c) Client will not use the Platform to facilitate any transaction in violation of Reg D, Reg A+, Reg CF, the Investment Company Act, the Investment Advisers Act, the Securities Exchange Act, the Commodity Exchange Act, ERISA, or analogous foreign law.
Client shall comply with all applicable AML, KYC, OFAC, FCPA, and beneficial-ownership disclosure requirements in connection with Client’s fund activities and with Client’s use of the Platform. Client shall not knowingly facilitate any transaction with any person on the OFAC SDN List, the Specially Designated Global Terrorist List, or any analogous prohibited-party list.
The Platform is not designed for and shall not be used to process: (a) Protected Health Information (PHI) as defined under the Health Insurance Portability and Accountability Act (HIPAA) of 1996, as amended. Company is not a HIPAA Business Associate and will not execute a Business Associate Agreement; (b) information that is regulated under the Children’s Online Privacy Protection Act (COPPA) or that pertains to any individual under the age of 13; (c) payment card data subject to PCI-DSS, beyond what is processed by Company’s third-party payment processors; or (d) classified or controlled national security information, including information subject to the International Traffic in Arms Regulations (ITAR) or the Export Administration Regulations (EAR) at a classification of EAR99 or higher. Client shall not upload such information to the Platform, and Company shall have no liability arising from such upload.
Without limiting Section 7.5(d), Client shall not use the Platform, AI Outputs, Client Data exported from the Platform, or any Company IP to (a) train any artificial intelligence or machine learning model that competes with the Platform; (b) develop or operate any product or service that competes with the Platform; or (c) benchmark the Platform against any competing product or service for the purpose of public comparison, except with Company’s prior written consent.
Client may report suspected violations of this Acceptable Use Policy to abuse@fundlaunch.com. Company reserves the right (but undertakes no obligation) to investigate suspected violations, to cooperate with law enforcement, and to take any action Company deems appropriate to enforce this Section 9, including suspension or termination of any account.
Violation of this Acceptable Use Policy is a material breach of these Terms. Company may, in its sole discretion and without liability to Client, (a) suspend or terminate Client’s account; (b) delete or disable any Client Data or AI Outputs associated with the violation; (c) report the violation to law enforcement or relevant regulators; and (d) pursue any other legal remedy. No refund will be issued in connection with a termination for Acceptable Use Policy violation.
Company represents and warrants that (a) it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards; (b) the Platform will perform materially in accordance with the Documentation during the Subscription Term; and (c) it has the corporate authority to enter into these Terms and to provide the Services. Client’s exclusive remedy for breach of this Section 10.1 is for Company to use commercially reasonable efforts to remedy the deficiency, or, if Company is unable to do so within a reasonable period, to terminate the affected Services and refund prepaid fees for the unused portion of the then-current Subscription Term.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY MAKES NO WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY AI OUTPUT OR LEGAL DRAFT. NO ADVICE OR INFORMATION OBTAINED FROM COMPANY OR THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
Client represents and warrants on an ongoing basis that (a) Client has all rights, licenses, and authorizations necessary to upload, submit, and use Client Data in connection with the Platform; (b) Client Data, AI Inputs, and Client’s use of AI Outputs do not and will not infringe, misappropriate, or violate any third party’s intellectual property, privacy, publicity, or contractual rights; (c) Client will use the Platform in compliance with all applicable law, these Terms, and any applicable third-party terms; (d) Client has obtained all necessary consents from any natural persons whose personal data Client uploads to the Platform; and (e) any information Client provides to Company is true, accurate, and complete.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, STATUTORY, OR OTHERWISE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR OBLIGATIONS ARISING FROM (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, (B) A PARTY’S BREACH OF CONFIDENTIALITY UNDER SECTION 8, (C) CLIENT’S BREACH OF SECTIONS 7.5 (RESTRICTIONS ON USE) OR 9 (ACCEPTABLE USE POLICY), OR (D) CLIENT’S PAYMENT OBLIGATIONS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE THOUSAND U.S. DOLLARS ($1,000).
WITHOUT LIMITING THE FOREGOING, COMPANY SHALL HAVE NO LIABILITY FOR ANY LOSS, DAMAGE, PENALTY, FINE, OR OTHER CONSEQUENCE ARISING FROM: (A) CLIENT’S RELIANCE ON ANY AI OUTPUT OR LEGAL DRAFT WITHOUT INDEPENDENT HUMAN REVIEW AND PROFESSIONAL VERIFICATION; (B) INACCURACIES, ERRORS, OMISSIONS, HALLUCINATIONS, OR FABRICATIONS IN ANY AI OUTPUT OR LEGAL DRAFT; (C) CLIENT’S USE OF ANY AI OUTPUT, LEGAL DRAFT, OR PLATFORM FEATURE IN VIOLATION OF APPLICABLE LAW; (D) REGULATORY ACTION TAKEN AGAINST CLIENT IN CONNECTION WITH CLIENT’S USE OF THE PLATFORM OR ANY AI OUTPUT; OR (E) THE ACTS OR OMISSIONS OF ANY ADVISOR, SERVICE PROVIDER, OR PREFERRED PROVIDER.
The parties acknowledge that the limitations of liability in this Section 11 are essential elements of the bargain between them and reflect a reasonable allocation of risk. The limitations shall apply notwithstanding the failure of any limited or exclusive remedy of its essential purpose.
To the maximum extent permitted by applicable law, any legal action arising out of or relating to these Terms or the Services must be brought within one (1) year of the date the cause of action accrued, or shall be permanently barred. This limitation does not apply to actions to enforce intellectual property rights, actions to recover unpaid fees, or any claim for which applicable law prohibits contractual shortening of the limitations period.
Client agrees to indemnify, defend, and hold harmless Company and its directors, officers, employees, affiliates, agents, contractors, successors, and assigns from and against any and all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorney’s fees and court costs) arising out of or relating to (a) Client’s use of the Platform and Services; (b) Client’s reliance on any AI Output or Legal Draft; (c) Client’s breach of these Terms, the Acceptable Use Policy, or any Client representation or warranty; (d) Client’s violation of applicable law; (e) Client Data, including any claim that Client Data infringes any third-party right; (f) any third-party claim arising from Client’s fund formation, management, or capital-raising activities; or (g) Client’s interactions with any Advisor, Service Provider, or Preferred Provider. Client’s indemnification obligation does not apply to the extent a claim is caused by Company’s gross negligence, willful misconduct, or violation of applicable law.
Company agrees to indemnify, defend, and hold harmless Client from and against any third-party claim that the Platform, as provided by Company and used in accordance with these Terms, infringes a valid U.S. patent, copyright, or trademark of a third party. Company’s obligation under this Section 12.2 is conditioned on Client (a) promptly notifying Company in writing of the claim; (b) granting Company sole control over the defense and settlement of the claim; and (c) providing reasonable cooperation at Company’s expense.
If the Platform is, or in Company’s judgment is likely to become, the subject of an infringement claim, Company may, at its option and expense, (i) procure for Client the right to continue using the Platform; (ii) modify the Platform so it is non-infringing; (iii) replace the Platform with non-infringing functionality of substantially equivalent functionality; or (iv) terminate the affected Services and refund prepaid fees for the unused portion of the Subscription Term. The foregoing states Company’s sole liability and Client’s exclusive remedy for any infringement claim.
The party seeking indemnification (the “Indemnitee”) shall promptly notify the indemnifying party (the “Indemnitor”) of any claim for which indemnification is sought, provided that failure to provide prompt notice will not relieve the Indemnitor of its obligations except to the extent the Indemnitor is materially prejudiced. The Indemnitor shall have sole control of the defense and any settlement, provided that the Indemnitor shall not enter into any settlement that imposes any obligation or liability on the Indemnitee without the Indemnitee’s prior written consent (not to be unreasonably withheld). The Indemnitee may participate in the defense with counsel of its own choosing at its own expense.
These Terms are effective as of the date Client first accepts these Terms (the “Effective Date”) and continue for the duration of the Subscription Term, which shall automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term, subject to the auto-renewal provisions in Section 6.6.
Either party may terminate these Terms upon thirty (30) days’ written notice if the other party materially breaches these Terms and fails to cure such breach within the notice period. Company may terminate these Terms or suspend Client’s access immediately and without prior notice in the event of (a) Client’s violation of Section 7.5 (Restrictions on Use), Section 8 (Confidentiality), or Section 9 (Acceptable Use Policy); (b) Client’s nonpayment as set forth in Section 6.3; (c) any actual or threatened security breach by Client; (d) any legal or regulatory order requiring termination; or (e) Client’s insolvency, dissolution, or bankruptcy.
Client may terminate the Subscription at any time upon written notice through Client’s account settings or by emailing support@fundlaunch.com. No refund of pre-paid fees will be issued for the remainder of the then-current term unless otherwise required by applicable law.
Upon termination of these Terms: (a) Client’s right to access and use the Platform shall immediately cease; (b) each party shall return or destroy the other party’s Confidential Information within thirty (30) days, subject to legal retention obligations and the rights set forth in Section 5.4; (c) Client may request return or deletion of Client Data pursuant to Section 5.7; (d) Client shall remain liable for all fees accrued prior to termination; and (e) all provisions that by their nature should survive (including Sections 1, 4, 5.2, 5.4, 5.7, 5.8, 6, 7, 8, 9, 10.2, 10.3, 11, 12, 13.4, 13.5, 14, 15, 16, and 17 (with respect to recording consent, no-liability, status reps, and FTC disclosure obligations)) shall survive termination.
Any obligation that, by its nature, is intended to survive termination or expiration of these Terms shall so survive, including without limitation the obligations and provisions listed in Section 13.4.
Company is not a broker-dealer, placement agent, registered investment adviser, commodity-pool operator, commodity-trading advisor, tax adviser, accountant, or law firm. Company is not registered with the Securities and Exchange Commission, the Commodity Futures Trading Commission, FINRA, the Municipal Securities Rulemaking Board, the National Futures Association, or any state securities regulatory authority in any such capacity. Company is not compensated based on capital raised by Client and does not solicit investments on Client’s behalf.
Client is solely responsible for ensuring compliance with all applicable federal, state, and international securities laws, rules, and regulations, including but not limited to those identified in Section 4.4. Use of the Platform does not constitute compliance with any such law or regulation.
The Platform and Services are software tools intended for informational and operational support purposes only. The Platform is not a business opportunity, franchise, investment program, or income-generating program within the meaning of any applicable federal or state franchise, business-opportunity, or seller-assisted-marketing-plan law. Nothing contained in the Platform or provided through the Services constitutes legal, tax, investment, or financial advice. Client must conduct its own due diligence and consult with qualified professionals before entering into any investment fund transaction.
No fiduciary, agency, trust, or similar relationship is created between Company and Client by these Terms or by Client’s use of the Platform. Company owes no fiduciary duty to Client, to any Authorized User, to any investor in Client’s funds, or to any other person.
Client shall comply with all applicable U.S. and foreign sanctions, export control, and anti-boycott laws and regulations in connection with its use of the Platform, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and the U.S. Department of Commerce’s Bureau of Industry and Security (BIS). Client shall not export, re-export, or otherwise transfer the Platform or any technical data received in connection therewith to any country, entity, or person prohibited under applicable law.
These Terms shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
In the event of any dispute arising under or relating to these Terms, the parties shall first attempt in good faith to resolve the dispute through mediation conducted in Salt Lake City, Utah, before a single mediator selected by mutual agreement. The parties shall share the mediator’s fees equally.
If mediation does not resolve the dispute within sixty (60) days of the first written demand for mediation, the parties agree to submit the dispute to final and binding arbitration administered by JAMS pursuant to the JAMS Streamlined Arbitration Rules and Procedures, before a single arbitrator. Arbitration shall be conducted in Salt Lake City, Utah; provided, however, that an individual (non-entity) Client may, at Client’s election, require that the arbitration be conducted in the county of Client’s primary residence or by video conference. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. By agreeing to these Terms, Client waives the right to have any dispute decided by a judge or jury.
CLIENT AND COMPANY EACH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE IN WRITING, NEITHER THE MEDIATOR NOR THE ARBITRATOR MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING. If this class-action waiver is found to be unenforceable, then the entirety of Section 15.3 (Binding Arbitration) shall be null and void, but the remainder of these Terms shall remain in full force and effect.
Notwithstanding Sections 15.2 and 15.3, either party may seek injunctive or other equitable relief in any court of competent jurisdiction for the protection of intellectual property rights, Confidential Information, or to prevent irreparable harm, without the requirement of posting a bond or proving actual damages.
In any dispute between the parties, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs from the non-prevailing party.
These Terms, together with any applicable order forms, riders, purchase orders, statements of work, the Privacy Policy, and any policies referenced herein and incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, representations, communications, and understandings, whether oral or written. In the event of any conflict between these Terms and an order form or rider executed by both parties, the order form or rider shall control with respect to the specific terms it addresses.
Company may update or modify these Terms from time to time. Material changes (including changes to fees, data-use rights, dispute resolution, or limitation of liability) will be communicated with at least thirty (30) days’ prior notice via email to the address on file for Client’s primary administrator or through prominent in-Platform notice, and Company will require Client to affirmatively accept the updated Terms before continuing to use the Platform. For Clients on an annual prepaid subscription, material changes that are adverse to Client will not take effect until the start of Client’s next renewal term, and Client may elect to terminate the subscription without further obligation by providing written notice prior to the effective date of the change. Continued use of the Platform after the effective date of any non-material modification, or after Client’s affirmative acceptance of a material modification, constitutes acceptance of the modified Terms. Non-material changes (such as corrections, clarifications, and routine updates) will be effective upon posting.
If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree that the court may blue-pencil or modify the unenforceable provision to the minimum extent necessary to make it enforceable while preserving the parties’ original intent.
No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that party’s right to enforce the provision in the future.
Client may not assign or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise, without Company’s prior written consent. Company may freely assign these Terms in connection with a merger, acquisition, reorganization, change of control, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. Any purported assignment in violation of this Section is void.
Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including without limitation: natural disasters; acts of war or terrorism; civil unrest; pandemics, epidemics, or public health emergencies (whether or not foreseeable); government actions, orders, quarantines, or travel restrictions; embargoes or sanctions; power or telecommunications failures; internet or backbone outages; cybersecurity incidents (including ransomware, supply-chain attacks, and denial-of-service attacks); failures or unavailability of third-party AI model providers; failures or unavailability of cloud-infrastructure or payment-processing providers; or labor disputes. The parties acknowledge that pandemics, epidemics, and related government responses, while previously experienced, may continue to constitute events beyond the parties’ reasonable control. The affected party shall provide prompt written notice and use commercially reasonable efforts to resume performance. This Section 16.6 does not excuse Client’s payment obligations for Services already rendered.
The relationship between the parties is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship between the parties, and neither party has the authority to bind the other or to incur any obligation on the other’s behalf.
All notices required or permitted under these Terms shall be in writing and delivered to Company at legal@fundlaunch.com or 3400 North 1200 West, Suite 201, Lehi, Utah 84043, Attn: Legal, or to Client at the email or address provided upon account registration. Notices are deemed received (a) upon delivery, if delivered in person; (b) upon confirmation of receipt or one business day after sending, if delivered by email; (c) one business day after sending, if delivered by overnight courier; or (d) three business days after mailing, if delivered by certified U.S. mail.
Company may use Client’s name, logo, and high-level descriptions of Client’s use of the Platform in customer lists, case studies, marketing materials, and investor communications, unless Client provides written objection to legal@fundlaunch.com. Client acknowledges that by attending any group event, in person or virtual, hosted by Company, Client consents to the possibility of appearance in video, photography, or audio recordings that may be used for promotional and educational purposes. Company will request additional written permission before publishing any individual named testimonial.
Company may publicly disclose aggregate, anonymized, or de-identified metrics derived from Client’s use of the Platform, including but not limited to: number of funds launched, aggregate capital raised by Platform users, number of documents drafted, average time-to-close, retention metrics, and similar aggregate performance indicators. Such disclosures will not identify Client or any specific Client transaction unless Client has separately authorized such identification in writing.
The Platform may integrate with or provide links to third-party services. Use of third-party services is subject to the applicable third-party terms of service and privacy policies. Company is not responsible for the availability, accuracy, security, or content of any third-party service.
Client shall comply with all applicable U.S. and foreign export control, sanctions, and anti-boycott laws and regulations as set forth in Section 14.5.
Headings in these Terms are for convenience only and do not affect interpretation. The words “include,” “includes,” and “including” are not limiting. The word “or” is used in the inclusive sense (and/or) unless the context clearly requires otherwise. Ambiguities, if any, shall not be construed against the drafting party.
These Terms may be accepted by electronic signature or clickwrap and shall have the same legal effect as a written, manually signed agreement. Each electronic acceptance shall be deemed an original, and all such acceptances together shall constitute one and the same agreement.
Except as expressly stated otherwise, the rights and remedies provided in these Terms are cumulative and in addition to, not in lieu of, any other rights and remedies available at law or in equity.
These Terms are for the sole benefit of the parties and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy.
If Client is a U.S. federal, state, or local government entity, the Platform and Documentation constitute “Commercial Items” as defined at 48 C.F.R. §2.101, and the Platform is licensed only with those rights as are granted to all other end users pursuant to these Terms.
The Platform includes a Marketplace through which Client can access (a) one-on-one consulting, coaching, or office-hours time with independent third-party individuals (“Advisors”); and (b) products or services from independent third-party companies (“Service Providers”). Advisors and Service Providers are independent contractors and are not employees, partners, joint venturers, or agents of Company. Company does not endorse, recommend, supervise, certify, or guarantee the qualifications, advice, work product, products, or services of any Advisor or Service Provider, except as expressly stated on the relevant listing.
Advisor calls are priced and paid in on-platform Credits. Client purchases Credits from Company and applies them at the rate displayed at booking. Company pays each Advisor at the Advisor’s separately-negotiated cash rate, which may differ from the Credit price Client pays. The difference between the Credit price and the Advisor payout constitutes Company’s platform service fee, and Client expressly acknowledges and consents to this arrangement. Advisors are independent contractors of Company; Company issues IRS Form 1099 (or analogous tax documentation) to Advisors as required by applicable law. Company does not direct or control the manner, means, methods, hours, location, or scheduling of any Advisor’s services beyond the limited scheduling functions provided by the Marketplace. Company does not receive compensation for soliciting securities transactions, for recommending any particular investment, or for steering investors to particular issuers.
Advisor calls are limited to general business consulting and educational discussion of fund formation, fund operations, marketing, capital-raising concepts, and related topics. Advisor calls do NOT constitute (a) investment advice or recommendations under the Investment Advisers Act of 1940; (b) legal advice or attorney-client services (except where the Advisor is independently engaged as Client’s attorney under a separate engagement letter outside the Platform); (c) tax advice or accounting services; (d) broker-dealer, placement-agent, or finder services under the Securities Exchange Act of 1934; or (e) fiduciary advice of any kind. If Client requires regulated investment, legal, tax, accounting, or broker-dealer services, Client must separately engage a properly licensed professional outside the Platform.
Service Provider listings on the Marketplace operate under one of the following models: (a) Direct Link — the listing is an informational link to the Service Provider’s website; Client engages and pays the Service Provider directly outside the Platform; Company receives no compensation; (b) Referral Fee — Company may receive a referral, affiliate, or similar fee from the Service Provider when Client signs up or transacts after clicking through from the Platform. Company’s practice with respect to referral fees varies across Service Providers and is not consistent across all listings; (c) Credit-Based — Client pays for the Service Provider’s services using on-platform Credits; Company pays the Service Provider directly in cash; Company retains a platform service fee equal to the difference between the Credit price Client pays and Company’s payment to the Service Provider. Company will indicate at the time of credit-based engagement when this model applies.
Consistent with the FTC Endorsement Guides (16 C.F.R. Part 255), Company makes such material-connection disclosures as Company determines are required, which currently include a clear and conspicuous blanket disclosure displayed on the Services tab and on individual Service Provider listing pages indicating that Company may receive a referral fee from some Service Providers. Client acknowledges receipt of this disclosure and that any referral fee Company receives does not create a duty of recommendation, endorsement, or warranty by Company with respect to any Service Provider. Client should evaluate any Service Provider independently.
Company will not knowingly receive compensation from any Service Provider in any form that would (a) constitute a fee-share with a law firm in violation of applicable bar rules; (b) constitute compensation for the solicitation of investment-adviser clients in violation of Investment Advisers Act Rule 206(4)-1; (c) constitute compensation for the solicitation of securities transactions in violation of Securities Exchange Act §15; or (d) require Company to register as an insurance producer in a jurisdiction in which it is not so registered.
The “Preferred Provider Attorney List” is governed by Section 4.8 of these Terms. Preferred Providers are not Service Providers within the meaning of this Section 17 and are not compensated by Company.
Advisor calls and certain Service Provider interactions conducted on the Platform may be recorded for quality assurance, training, dispute resolution, and compliance purposes. By scheduling and joining a call, Client consents to such recording. Client may request that a specific call not be recorded by emailing support@fundlaunch.com at least twenty-four (24) hours in advance, which Company will reasonably accommodate. Recordings are retained in accordance with the Privacy Policy.
Company shall have no liability for any act, omission, statement, recommendation, advice, product, service, or work product of any Advisor or Service Provider, regardless of whether Company facilitated the introduction, processed payment, or received any fee in connection with the engagement. Client’s sole recourse for any dispute with an Advisor or Service Provider is against the Advisor or Service Provider directly. The limitations of liability in Section 11 apply with full force to any matter involving Advisors or Service Providers.
Advisor call bookings, cancellations, and Credit refunds are subject to the specific terms displayed at the time of booking, which are incorporated into these Terms by reference. Credits are non-refundable except as expressly stated or as required by applicable law. If Company removes a particular Advisor or Service Provider from the Marketplace before Client’s pre-purchased Credits have been redeemed, Client’s Credits remain available for use with any other Advisor or Service Provider on the Marketplace, and Company may, in its discretion, refund the affected Credits or apply them to comparable services.
Client shall not represent to any third party that any Advisor, Service Provider, or Preferred Provider is an employee, agent, or representative of Company, or that any Advisor’s, Service Provider’s, or Preferred Provider’s advice or services constitute legal, investment, tax, or broker-dealer services unless such person is in fact licensed and engaged in that capacity through a separate engagement outside the Platform.
BY CLICKING “I AGREE,” “START SUBSCRIPTION,” “SUBSCRIBE,” “COMPLETE PURCHASE,” OR A SUBSTANTIALLY SIMILAR BUTTON, BY CREATING AN ACCOUNT, OR BY OTHERWISE ACCESSING THE PLATFORM, CLIENT ACKNOWLEDGES THAT CLIENT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THESE TERMS OF SERVICE. THIS CLICKWRAP ACCEPTANCE CONSTITUTES THE OPERATIVE ACCEPTANCE OF THESE TERMS AND HAS THE SAME LEGAL EFFECT AS A WRITTEN, MANUALLY SIGNED AGREEMENT UNDER THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT AND THE UTAH UNIFORM ELECTRONIC TRANSACTIONS ACT.
FUND LAUNCH LABS, INC.