These Terms of Service ("Terms") govern your access to and use of the website at CapitalDart.com and the services provided by CapitalDart, LLC ("CapitalDart," "we," "us," or "our") (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not access or use the Service.

If you are accessing or using the Service on behalf of an organization, you represent that you have authority to bind that organization, and references to "you" include both you and the organization.

1. Description of the Service

CapitalDart provides software that allows users to upload offering materials related to capital raises, match those materials against a proprietary database of institutional investors and lenders, and generate suggested outreach materials, contact information, and analytical reports. The Service is software-only. CapitalDart does not raise capital, place securities, solicit investors, provide investment advice, or engage in any broker-dealer or investment advisory activity on behalf of any user.

2. Eligibility

The Service is intended for use by individuals and organizations engaged in legitimate capital-raising or investor-relations activities. By using the Service, you represent that you are at least 18 years old, that you have the legal capacity to enter into these Terms, and that you and your use of the Service comply with all applicable laws and regulations.

3. Account Registration

To access most features of the Service, you must create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us promptly of any unauthorized access or use of your account.

4. Subscriptions, Credits, and Payment

Access to the Service is provided through credit packages and other subscription options described on our website. Pricing, credit allotments, and run quantities are set out at the time of purchase. By purchasing credits or a subscription, you agree to the pricing in effect at the time of purchase.

All fees are payable in U.S. dollars unless otherwise specified. We use third-party payment processors to handle payments. You authorize us and our payment processors to charge the payment method on file for all fees you incur.

Credits and run quantities are non-transferable and expire as described at the time of purchase. Unused credits are not refundable except as required by applicable law or as expressly stated in writing by CapitalDart.

If a run fails entirely due to a defect in the Service, we will, at our sole discretion, either re-credit the affected run or provide a comparable substitute run. Failures attributable to user error, incorrect or incomplete inputs, or third-party service interruptions are not subject to refund or re-credit.

5. User Content

You retain ownership of materials you upload to the Service, including pitch decks, offering documents, financial information, and related materials ("User Content"). By submitting User Content, you grant CapitalDart a limited, non-exclusive, worldwide, royalty-free license to process, store, display, and otherwise use User Content solely to provide the Service to you and to maintain, secure, and improve the operation of the Service for your benefit.

We do not use User Content to train artificial intelligence or machine learning models for any purpose other than processing your specific transaction within the Service. We do not share User Content with other customers or sell it to third parties.

You represent and warrant that you have all rights necessary to submit User Content and to grant the license described above, and that User Content does not infringe the intellectual property, privacy, publicity, or other rights of any third party.

6. Investor Database

The Service includes access to a proprietary database of investors, lenders, contacts, and related information (the "Database"). The Database is the confidential and proprietary information of CapitalDart and is protected by intellectual property, trade secret, and other laws.

You may use the Database solely in connection with your authorized use of the Service. You may not, without our prior written consent:

(a) copy, reproduce, scrape, extract, mine, harvest, or otherwise extract the Database or any substantial portion of its contents;

(b) build or contribute to a competing database, product, or service;

(c) sell, license, sublicense, distribute, or otherwise transfer Database content to any third party;

(d) use the Database in violation of any applicable law, including data protection, anti-spam, telemarketing, and consumer protection laws; or

(e) reverse engineer or attempt to derive the underlying methods, algorithms, weights, or data sources used to generate the Database or matches produced by the Service.

Violations of this Section are a material breach of these Terms and may result in immediate suspension or termination of your account, in addition to any other remedies available to CapitalDart under law and equity, including injunctive relief.

7. AI-Generated Content

The Service uses artificial intelligence and machine learning to produce matches, ratings, contact suggestions, outreach drafts, analytical reports, and other outputs (collectively, "AI Output"). AI Output is provided as a starting point for your review and use. AI Output may contain inaccuracies, omissions, or content that is unsuitable for your specific purpose or audience.

You are solely responsible for reviewing AI Output before relying on it, sharing it, or taking any action based on it. Without limitation, you agree not to send any outreach, share any analytical report, or initiate any communication or transaction based on AI Output without first reviewing the content for accuracy, regulatory compliance, and appropriateness for your specific transaction and audience.

CapitalDart makes no warranty regarding the accuracy, completeness, reliability, or fitness for any particular purpose of AI Output.

8. User Conduct and Outreach Responsibility

You are responsible for all use of the Service under your account, including all outreach you send and all communications you initiate using contact information generated through the Service. You agree:

(a) to comply with all applicable laws and regulations, including securities laws, anti-spam laws (including the CAN-SPAM Act, CASL, and GDPR where applicable), data protection laws, telemarketing laws, and consumer protection laws;

(b) not to send outreach or communications to any person or entity who has requested not to receive such communications;

(c) not to engage in any general solicitation or advertising in connection with a securities offering except in compliance with applicable law, including, where applicable, Regulation D Rule 506(c), Regulation A, Regulation Crowdfunding, or other available exemptions;

(d) to verify accredited investor status and other investor qualifications independently and to satisfy all securities-law obligations applicable to your offering;

(e) not to use the Service to engage in any fraudulent, deceptive, abusive, harassing, defamatory, or illegal activity;

(f) not to attempt to interfere with the operation or security of the Service, including by introducing malware, attempting unauthorized access, or circumventing access controls or rate limits; and

(g) not to use the Service to develop or assist in developing a competing product or service.

9. No Investment Advice; No Solicitation; No Broker-Dealer Activity

CapitalDart is a software platform. CapitalDart is not a broker-dealer, investment adviser, investment company, placement agent, or financial advisor. CapitalDart does not give investment, financial, tax, or legal advice. Nothing made available through the Service constitutes an offer to sell, a solicitation of an offer to buy, or a recommendation regarding any security, investment, or financial product.

You acknowledge and agree that:

(a) The Service does not evaluate the merits of any investment opportunity or the suitability of any investor, recipient, or investment for you or any other party.

(b) Matches, ratings, scores, contacts, outreach drafts, analytical reports, and other outputs produced by the Service are generated by software for your informational and operational use only, and do not constitute a recommendation, endorsement, or warranty of any kind.

(c) You are solely responsible for evaluating any investment opportunity, any prospective investor, and any prospective recipient of your outreach, and for complying with all securities laws and regulations applicable to your activities.

(d) Any communications you send using the Service or contact information generated through the Service are sent by you, not by CapitalDart, and you are solely responsible for the content, accuracy, and legal compliance of those communications.

10. Intellectual Property

The Service, including the software, the Database, the website, the user interface, content, designs, trademarks, logos, and all other elements of the Service (other than User Content), is owned by CapitalDart or its licensors and is protected by intellectual property and other laws. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during your subscription, subject to these Terms.

All rights not expressly granted in these Terms are reserved by CapitalDart.

You may not remove, alter, or obscure any proprietary notice on the Service. You may not use any CapitalDart name, trademark, or logo without our prior written consent.

11. Confidentiality

CapitalDart treats your User Content and account information as confidential and uses it only as described in these Terms and in our Privacy Policy.

You agree to treat the Database, the structure, organization, and methodology of the Service, pricing not publicly disclosed, and any other non-public information about the Service that you may learn (collectively, "CapitalDart Confidential Information") as confidential. You may not disclose CapitalDart Confidential Information to any third party or use it for any purpose other than as expressly permitted by these Terms.

12. Term and Termination

These Terms apply for as long as you have an account or otherwise use the Service. You may close your account at any time through your account settings or by contacting us.

We may suspend or terminate your access to the Service at any time, with or without notice, for any breach of these Terms or for any other reason at our discretion. We may also discontinue the Service or any feature at any time.

Upon termination, your right to use the Service ends. Sections that by their nature should survive termination (including the User Content license, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution provisions) will survive.

13. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CAPITALDART DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

CAPITALDART DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CAPITALDART DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY CONTENT MADE AVAILABLE THROUGH THE SERVICE, INCLUDING THE DATABASE, AI OUTPUT, MATCHES, RATINGS, CONTACT INFORMATION, OUTREACH DRAFTS, OR ANALYTICAL REPORTS.

NEITHER CAPITALDART NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE OUTCOME OF ANY CAPITAL RAISE, INVESTOR RELATIONSHIP, OR TRANSACTION CONDUCTED USING OR INFORMED BY THE SERVICE.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CAPITALDART AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE, EVEN IF CAPITALDART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CAPITALDART'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO CAPITALDART IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100).

THESE LIMITATIONS APPLY TO ALL CLAIMS, REGARDLESS OF THE LEGAL THEORY ON WHICH THEY ARE BASED, AND WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15. Indemnification

You agree to defend, indemnify, and hold harmless CapitalDart and its officers, directors, employees, agents, and licensors from and against any claims, demands, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your breach of these Terms; (c) your User Content; (d) any outreach, communication, or transaction you initiate using the Service or contact information generated through the Service; (e) your violation of any law or the rights of any third party; or (f) any securities offering or capital raise conducted by you, including any failure to comply with applicable securities laws or regulations.

16. Forward-Looking Statements

The Service may include or generate projections, estimates, forecasts, target returns, scenario analyses, or other forward-looking statements regarding capital raises, investors, or outcomes. Forward-looking statements are inherently subject to uncertainty and may differ materially from actual results. Forward-looking statements speak only as of the date made, and CapitalDart undertakes no obligation to update them.

17. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws principles.

Any dispute arising out of or related to these Terms or the Service will be resolved by binding arbitration administered by JAMS under its then-applicable arbitration rules, in New York County, New York. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction located in New York County, New York, for misuse of the Service, breach of confidentiality, or violation of intellectual property rights, without first proceeding to arbitration.

YOU AND CAPITALDART AGREE THAT EACH PARTY 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 ACTION.

18. Changes to These Terms

We may modify these Terms at any time. We will post the updated Terms on this page and update the "Effective Date" at the top. Material changes will be communicated through additional notice, such as email or a prominent notice within the Service. Your continued use of the Service after changes take effect constitutes acceptance of the modified Terms.

19. Miscellaneous

Entire Agreement

These Terms, together with our Privacy Policy and any order forms or written agreements between you and CapitalDart, constitute the entire agreement between you and CapitalDart regarding the Service and supersede all prior or contemporaneous understandings.

Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.

No Waiver

Failure to enforce any provision of these Terms is not a waiver of the right to enforce it later.

Assignment

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms in our discretion, including in connection with a merger, acquisition, financing, or sale of assets.

Force Majeure

CapitalDart will not be liable for delay or failure to perform caused by events beyond our reasonable control, including acts of God, war, terrorism, pandemic, government action, natural disaster, internet or utility outage, or third-party service interruption.

Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

20. Contact

Questions regarding these Terms may be directed to:

CapitalDart, LLC
Email: legal@capitaldart.com