Terms of Service

Summary

These Terms of Service ("Terms") govern your relationship with Unicorns VC Inc. ("Unicorns Club," "we," "us," or "our") and your access to and use of the unicorns.club platform and all associated subdomains and services (collectively, the "Platform"). Please read these Terms carefully. By using the Platform, you agree to be bound by them.

Key things to understand:

• The Platform connects startups and investors. We are not a broker, investment advisor, or intermediary, and we do not guarantee any outcomes including investment, introductions, or responses.
• You are responsible for the content you upload to the Platform, including startup data, metrics, and team information.
• Premium subscriptions are prepaid and non-refundable unless required by applicable law.
• Sparks are internal utility credits, not money. They have no cash value and cannot be redeemed for cash.
• The Platform is provided on an "as-is" and "as available" basis. We disclaim all warranties to the maximum extent permitted by law.

1. Parties and Acceptance

These Terms constitute a legally binding agreement between you ("User," "you," or "your") and Unicorns VC Inc., a Delaware corporation ("Company," "we," "us," or "our"), operating the platform available at unicorns.club and its subdomains.

By creating an account, accessing the Platform, or using any feature of the Platform, you confirm that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and all policies incorporated herein by reference.

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. In such case, "you" and "your" refer to that entity.

You must be at least 18 years old to use the Platform. By using the Platform, you represent and warrant that you meet this age requirement.

2. Platform Description

Unicorns Club is a software-as-a-service and marketplace platform that provides:

• A curated database of early-stage startups, with data provided directly by founders;
• Discovery and matching tools for startups and investors, including AI-assisted matchmaking and recommendations;
• Communication infrastructure enabling introduction requests between startups and investors;
• Premium tools for fundraising, including pitch deck review, fundraising strategy review, and proactive investor matching.

Unicorns Club does not act as a venture capital fund, broker-dealer, investment advisor, placement agent, or financial intermediary. The Platform does not provide investment, legal, financial, or tax advice. Nothing on the Platform constitutes an offer or solicitation to buy or sell securities.

3. Accounts

3.1 Registration

To access most features of the Platform, you must create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated.

3.2 Account Security

You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You agree to notify us immediately at [email protected] if you become aware of any unauthorized use of your account. We are not liable for any loss or damage arising from your failure to protect your account.

3.3 One Account per User

Each user may maintain only one active account unless expressly authorized by us in writing. We reserve the right to merge or terminate duplicate accounts.

4. User Content

4.1 Your Responsibility

You are solely responsible for all content, data, and information you submit to the Platform, including startup profiles, business metrics, financial information, team details, pitch materials, and any communications (collectively, "User Content"). You represent and warrant that:

• You have all necessary rights to submit and share the User Content;
• The User Content is accurate, complete, and not misleading;
• The User Content does not violate any applicable law, regulation, or third-party rights, including intellectual property rights, privacy rights, or confidentiality obligations.

4.2 License to the Platform

By submitting User Content to the Platform, you grant Unicorns Club a worldwide, non-exclusive, royalty-free license to use, store, display, reproduce, and distribute your User Content solely for the purpose of operating and improving the Platform.

4.3 Public Visibility

Depending on your account tier and settings, your startup profile and associated data may be visible to other users of the Platform, including investors. You acknowledge and accept this potential visibility. The Platform does not guarantee any particular level of visibility or exposure.

4.4 Prohibited Content

You may not submit User Content that: (i) is false, misleading, or fraudulent; (ii) violates any applicable law or regulation, including securities laws; (iii) infringes any third-party intellectual property or privacy rights; (iv) contains malicious code or harmful materials; or (v) is otherwise objectionable in our sole discretion.

We reserve the right to remove any User Content that violates these Terms, without notice and without liability to you.

5. Acceptable Use

You agree to use the Platform only for its intended purposes and in compliance with these Terms and all applicable laws. You agree not to:

• Misrepresent your identity, your startup, or your status as an investor;
• Use the Platform to solicit investments in violation of applicable securities laws;
• Scrape, crawl, or otherwise extract data from the Platform without our prior written consent;
• Reverse engineer, decompile, or attempt to access the source code of the Platform;
• Use automated means to access or interact with the Platform without our authorization;
• Circumvent or attempt to disable any security or access control features of the Platform;
• Use the Platform to transmit spam, unsolicited communications, or harmful content;
• Engage in any activity that disrupts or interferes with the Platform or its users.

6. Platform Changes and Availability

The Platform evolves constantly. We may, at our discretion and at any time, with or without notice: (i) modify, suspend, or discontinue any feature or aspect of the Platform; (ii) update algorithms, matching logic, or AI models; (iii) change ranking, visibility, or recommendation criteria. We are not liable for any modification, suspension, or discontinuation of the Platform or any feature thereof.

7. Intellectual Property

The Platform, including its design, software, algorithms, trademarks, and all content produced by Unicorns Club (excluding User Content), is owned by or licensed to Unicorns VC Inc. and is protected by applicable intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for its intended purposes and in accordance with these Terms. No other rights are granted.

The name "Unicorns Club," associated logos, and any distinctive branding are trademarks of Unicorns VC Inc. You may not use these without our prior written consent.

8. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. UNICORNS VC INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND AVAILABILITY.

WE DO NOT WARRANT THAT: (I) THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (II) ANY MATCHING, INTRODUCTION, OR CONNECTION WILL RESULT IN INVESTMENT OR ANY BUSINESS OUTCOME; (III) DATA PROVIDED BY OTHER USERS IS ACCURATE OR COMPLETE; OR (IV) AI-GENERATED RECOMMENDATIONS OR CONTENT WILL BE ACCURATE OR APPROPRIATE FOR YOUR PURPOSES.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNICORNS VC INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM.

IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF: (A) ONE HUNDRED US DOLLARS (US $100.00); OR (B) THE TOTAL AMOUNT YOU PAID TO US IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY — WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STATUTE, OR OTHERWISE — AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification

You agree to indemnify, defend, and hold harmless Unicorns VC Inc. and its officers, directors, employees, affiliates, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from: (i) your use of the Platform; (ii) your User Content; (iii) your violation of these Terms; or (iv) your violation of any applicable law or third-party rights.

11. Account Termination

11.1 By You

You may terminate your account at any time by contacting us at [email protected] or using the account deletion feature in your account settings. Termination does not entitle you to a refund of any paid fees, except as expressly provided in our Purchaser Terms.

11.2 By Us

We may suspend or terminate your account, with or without notice, at any time if we believe: (i) you have violated these Terms or any policy incorporated herein; (ii) your use of the Platform creates legal or reputational risk for us; (iii) your account has been inactive for a prolonged period; or (iv) providing the Platform to you is no longer commercially viable. Termination does not entitle you to a refund of any paid fees, except as required by applicable law.

11.3 Effect of Termination

Upon termination, your right to access the Platform ceases immediately. Sections 7, 8, 9, 10, 13, and 14 of these Terms survive termination.

12. Third-Party Services

The Platform may integrate with or link to third-party services, including payment processors (Stripe). Your use of such third-party services is governed by their respective terms of service and privacy policies. We are not responsible for the practices or content of any third-party services.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms or your use of the Platform that cannot be resolved informally shall be brought exclusively in the state or federal courts located in Delaware, United States. You consent to the personal jurisdiction of such courts and waive any objection based on inconvenient forum.

Before initiating any formal legal proceeding, you agree to contact us at [email protected] with a description of the dispute and your desired resolution, and to allow us thirty (30) days to attempt to resolve the dispute informally.

14. General Provisions

14.1 Entire Agreement

These Terms, together with the Purchaser Terms and the Privacy Policy, constitute the entire agreement between you and Unicorns VC Inc. regarding your use of the Platform and supersede all prior agreements and understandings.

14.2 Changes to Terms

We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on the Platform or by sending you an email. Your continued use of the Platform after the effective date of the updated Terms constitutes your acceptance of the changes.

14.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

14.4 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

14.5 Language

These Terms are written in English. If a translation is provided, the English version shall prevail in case of any inconsistency.

14.6 Contact

If you have any questions about these Terms, please contact us at [email protected].

Unicorns VC Inc. | unicorns.club | [email protected] | Effective: March 23, 2025