Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you,” “User,” or “Sponsor”) and SPV.co (“SPV.co,” “we,” “our,” or “us”) governing your access to and use of the SPV.co platform, including all associated websites, applications, APIs, investor portals, and services (collectively, the “Platform”).

By creating an account, clicking “I agree,” or otherwise accessing or using the Platform, you affirm that you have read, understood, and agree to be bound by these Terms and ourPrivacy Policy, which is incorporated by reference.

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not have such authority, or if you do not agree to these Terms, you must not access or use the Platform.

2. Eligibility

To use the Platform, you must:

• Be at least 18 years of age (or the age of majority in your jurisdiction, if older);
• Have the legal capacity to enter into binding contracts in your jurisdiction;
• Not be a person or entity barred from receiving services under U.S. law or the laws of any other applicable jurisdiction;
• Not appear on any U.S. government list of prohibited or restricted parties, including the OFAC Specially Designated Nationals list;
• Comply with all applicable federal, state, and local laws and regulations, including securities laws, in connection with your use of the Platform.

By using the Platform, you represent and warrant that you meet all of the foregoing eligibility requirements.

3. Description of Services

SPV.co provides software tools designed to assist with certain administrative aspects of Special Purpose Vehicle (SPV) formation, investor management, document generation, KYC/AML screening facilitation, cap table management, distribution tracking, and compliance workflow management.

Specifically, the Platform may include, without limitation:

• Automated generation of operating agreements, subscription agreements, and related offering documents using templates;
• Facilitation of investor identity verification and accredited investor checks through third-party providers;
• Automated filing preparation for Form D and Blue Sky notices;
• Cap table management and investor portal services;
• Distribution and K-1 preparation tools;
• White-label infrastructure for authorized enterprise operators.

4. No Legal, Tax, or Financial Advice

SPV.co is not a law firm, accounting firm, broker-dealer, investment adviser, transfer agent, or financial institution. Nothing on the Platform constitutes or should be construed as:

• Legal advice or the formation of an attorney-client relationship;
• Tax advice or accounting advice;
• Investment advice, a recommendation to invest, or an offer to buy or sell securities;
• A guarantee that any SPV structure formed using the Platform will comply with applicable law.

The documents generated by the Platform are template-based and may not be suitable for your specific circumstances. You are solely responsible for reviewing all documents with qualified legal counsel before execution and for ensuring that your use of any SPV complies with applicable federal, state, and local securities laws, tax laws, and any other applicable regulations.

SPV.co’s engagement of or facilitation of third-party KYC and AML screening services does not constitute a representation that any investor has been fully vetted or that your offering complies with applicable securities laws. You remain solely responsible for your own compliance obligations.

5. Securities Law Compliance

You acknowledge and agree that:

• You are solely responsible for ensuring that any offering of securities conducted through or facilitated by the Platform complies with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, Regulation D, and all applicable state securities (Blue Sky) laws;
• SPV.co does not act as a broker-dealer, placement agent, or registered investment adviser, and nothing in these Terms or on the Platform creates such a relationship;
• The Platform’s preparation and filing assistance for Form D is provided as a software convenience only. You are responsible for the accuracy and timeliness of all regulatory filings;
• SPV.co does not guarantee that any SPV structure, offering document, or compliance workflow will satisfy the requirements of any specific regulatory exemption or avoid registration requirements;
• General solicitation restrictions under Rule 506(b) apply to your offering if you elect that exemption, and you are responsible for ensuring compliance with those restrictions independent of the Platform’s features;
• You must independently verify investor accreditation status to the extent required by applicable law, even if you use the Platform’s KYC tools to facilitate that process.

6. Account Registration and Security

You must provide accurate, current, and complete information when creating an account and keep it updated. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You must:

• Use a strong, unique password and enable multi-factor authentication where available;
• Notify us immediately at [email protected] if you suspect unauthorized access to your account;
• Not share your credentials with any third party or allow unauthorized persons to access your account.

SPV.co will not be liable for any losses resulting from unauthorized use of your account due to your failure to maintain credential security.

7. KYC / AML Obligations

By using the Platform to onboard investors, you represent and warrant that you will:

• Cooperate fully with SPV.co’s and its third-party providers’ KYC and AML processes, including providing all required documentation;
• Not knowingly allow any person subject to sanctions, debarment, or identified as a Specially Designated National (SDN) to participate in any SPV managed through the Platform;
• Promptly notify SPV.co if you become aware of any investor who should be subject to enhanced due diligence or exclusion under applicable AML regulations;
• Maintain your own AML/BSA compliance program to the extent required by applicable law.

SPV.co reserves the right to refuse, suspend, or terminate service to any user or investor based on the results of KYC/AML screening, without liability to you or the affected investor.

8. Prohibited Uses

You agree not to use the Platform to:

• Violate any applicable federal, state, local, or international law or regulation;
• Offer or sell securities in violation of the Securities Act of 1933 or applicable state securities laws;
• Engage in, facilitate, or conceal money laundering, terrorist financing, sanctions violations, or any other financial crime;
• Defraud investors or make materially false or misleading statements in connection with any offering;
• Manipulate the Platform’s features to circumvent KYC, AML, or accreditation verification processes;
• Use the Platform on behalf of any person or entity subject to OFAC sanctions or appearing on a government watchlist;
• Attempt to gain unauthorized access to the Platform, other user accounts, or SPV.co’s systems;
• Introduce malware, viruses, or other harmful code;
• Scrape, copy, or harvest data from the Platform without prior written permission;
• Reverse engineer, decompile, or disassemble any portion of the Platform;
• Resell or sublicense access to the Platform without SPV.co’s prior written consent.

9. Fees and Payment

Access to certain features of the Platform requires payment of fees as set forth in your subscription plan or as otherwise agreed in writing. By providing payment information, you authorize SPV.co (or its payment processors) to charge the applicable fees.

• Billing: Fees are billed in advance on a subscription basis or per-transaction basis as applicable to your plan.
• Taxes: You are responsible for all taxes, levies, or duties imposed by taxing authorities in connection with your use of the Platform, excluding taxes on SPV.co’s income.
• Refunds: Subscription fees are non-refundable except as required by applicable law or as expressly stated in your plan terms.
• Price changes: We may change fees upon 30 days’ written notice. Your continued use after the change takes effect constitutes acceptance.
• Late payments: Overdue amounts accrue interest at 1.5% per month (or the maximum permitted by law, if lower) and may result in suspension of access.

10. Intellectual Property

The Platform, including all software, source code, designs, text, graphics, logos, and other content (excluding your data), is owned by SPV.co or its licensors and is protected by U.S. and international copyright, trademark, patent, and other intellectual property laws.

Subject to these Terms, SPV.co grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business purposes. You receive no other rights with respect to SPV.co’s intellectual property.

Your data: You retain all rights in the data, documents, and content you upload or create through the Platform (“User Data”). You grant SPV.co a limited license to use User Data as necessary to provide the Platform services and as described in the Privacy Policy.

11. Confidentiality

Each party may disclose to the other certain confidential information in connection with the Platform. Each party agrees to maintain the confidentiality of the other party’s confidential information using at least the same degree of care it uses with its own confidential information, but no less than reasonable care. Confidential information does not include information that: (a) is or becomes publicly known without breach; (b) was rightfully known before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed.

You acknowledge that investor personal and financial data processed through the Platform is confidential and must be handled in compliance with applicable privacy laws and these Terms.

12. Disclaimers

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, SPV.CO EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES;
• WARRANTIES THAT ANY DOCUMENT, TEMPLATE, OR COMPLIANCE TOOL PROVIDED THROUGH THE PLATFORM IS LEGALLY SUFFICIENT, ACCURATE, OR APPROPRIATE FOR YOUR SPECIFIC CIRCUMSTANCES;
• WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED ON THE PLATFORM.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SPV.CO, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;
• LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS;
• DAMAGES ARISING FROM ANY REGULATORY ACTION, SECURITIES LAW VIOLATION, INVESTOR CLAIM, OR GOVERNMENT INVESTIGATION RELATED TO YOUR USE OF THE PLATFORM;
• ANY AMOUNTS EXCEEDING THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO SPV.CO IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, EVEN IF SPV.CO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14. Indemnification

You agree to defend, indemnify, and hold harmless SPV.co and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with:

• Your access to or use of the Platform;
• Your violation of these Terms;
• Any securities offering, SPV formation, or investor solicitation conducted by you using the Platform;
• Any claim by an investor, regulatory authority, or third party arising from your conduct in connection with an SPV;
• Your violation of any applicable law or the rights of any third party;
• Any inaccuracy in information you provide to the Platform or to investors.

15. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Informal Resolution: Before initiating any formal proceeding, you agree to first contact us at [email protected] and give us 30 days to attempt informal resolution of the dispute.

Binding Arbitration: Except for claims for injunctive or other equitable relief, or claims that may be brought in small claims court, any dispute arising out of or relating to these Terms or the Platform shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with a single arbitrator, in Wilmington, Delaware. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

Class Action Waiver: YOU AND SPV.CO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate proceedings or preside over any form of representative or class action.

Exceptions: Either party may seek emergency injunctive relief from any court of competent jurisdiction to prevent irreparable harm pending arbitration.

16. Governing Law and Venue

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. For any matters not subject to arbitration, you consent to exclusive jurisdiction and venue in the state and federal courts located in New Castle County, Delaware.

17. Term and Termination

These Terms are effective upon your acceptance and continue until terminated. Either party may terminate for any reason upon 30 days’ written notice. SPV.co may terminate or suspend your access immediately and without notice if:

• You materially breach these Terms;
• You use the Platform in violation of applicable securities laws or for any fraudulent or illegal purpose;
• We are required to do so by law, regulation, or court order;
• Your account fails KYC/AML screening;
• You are subject to a bankruptcy, insolvency, or regulatory action that makes continued service impractical.

Upon termination, your right to access the Platform ceases. Sections 4, 5, 10, 11, 12, 13, 14, 15, 16, and 18 survive termination. We will provide you with a reasonable opportunity to export your User Data for 30 days following termination, except where prohibited by law.

18. General Provisions

• Entire agreement: These Terms, together with the Privacy Policy and any applicable order forms or addenda, constitute the entire agreement between you and SPV.co regarding the Platform and supersede all prior agreements.
• Amendments: We may modify these Terms at any time. Material changes will be communicated via email or prominent Platform notice at least 30 days in advance. Continued use after the effective date constitutes acceptance.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.
• Waiver: Failure to enforce any right under these Terms does not constitute a waiver of that right.
• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force majeure: Neither party is liable for failure to perform caused by circumstances beyond its reasonable control, including acts of God, government actions, internet outages, or cyberattacks.
• No third-party beneficiaries: These Terms are for the benefit of the parties only and do not confer rights on any third party, including investors in any SPV.
• Export compliance: You agree to comply with all applicable U.S. export control laws and regulations in your use of the Platform.
• U.S. government users: The Platform is a “commercial item” as defined in 48 C.F.R. § 2.101. Government users receive only the rights granted to all other users under these Terms.

19. Contact

For questions about these Terms:

• Email: [email protected]
• General inquiries: [email protected]

These Terms of Service should be reviewed by qualified legal counsel before relying on them for your specific business. SPV.co does not warrant that these Terms satisfy the requirements of any particular jurisdiction or situation.