CASHPIAN — TERMS OF SERVICE

Effective Date: [●], 2026 Last Updated: July 2, 2026

These Terms of Service ("Terms") are a binding agreement between [Cashpian, Inc.], a [Delaware] corporation ("Cashpian," "we," "us," or "our"), and the entity or individual using the Service ("Customer," "you," or "your"). By creating an account, clicking "I agree," or otherwise accessing or using the Service, you accept these Terms on behalf of yourself and, if applicable, the organization you represent, and you represent that you have authority to bind that organization.

If you do not agree to these Terms, do not access or use the Service.

Definitions
Eligibility & Accounts
The Service
Subscriptions, Fees & Billing
Your Content
Data Rooms, Sharing & Room Visitors
Google Drive & Third-Party Integrations
Acceptable Use
AI Features; No Legal Advice
Confidentiality
Our Intellectual Property
Feedback
Term, Suspension, Termination & Data Export
Disclaimers
Limitation of Liability
Indemnification
Data Protection
Beta & Early Access Features
Governing Law & Dispute Resolution
General Provisions
Changes to These Terms
Contact

1. Definitions

"Service" means Cashpian's document vault and data room platform, including the website, web application, APIs, and related features described in Section 3.
"Account Holder" means an individual with login credentials to the Service on behalf of a Customer.
"Room Content" means documents, files, metadata, and other content that Customer or its Account Holders upload, import, or generate within the Service.
"Room" means a staged, access-controlled collection of Room Content that Customer configures for external sharing (a virtual data room).
"Room Visitor" means a third party — such as an investor, banker, acquirer, or their advisors — whom Customer invites to access a Room. Room Visitors are not required to hold a Cashpian account.
"Order" means the online signup flow, order form, or ordering document specifying Customer's subscription plan, fees, and, where applicable, additional terms.

2. Eligibility & Accounts

2.1 Business use only. The Service is a business tool. You must be at least 18 years old and using the Service on behalf of a business entity, not as a consumer. The Service is not directed to children, and we do not knowingly permit their use of it.

2.2 Early access / allowlist. The Service is currently offered on an invitation or allowlist basis. We may limit, condition, or revoke access at our discretion during this phase, subject to Section 13.

2.3 Account security. You are responsible for maintaining the confidentiality of login credentials (including the Google account used to sign in) and for all activity under your account. Notify us promptly at hello@cashpian.com of any suspected unauthorized access.

2.4 Accurate information. You agree to provide accurate registration and billing information and to keep it current.

3. The Service

3.1 What the Service does. Cashpian provides (a) a persistent document vault with AI-assisted categorization and a diligence-readiness checklist tailored to Customer's stage and industry; (b) tools to convert the vault into a staged, access-controlled virtual data room for fundraising, M&A, or similar transactions, including permissions, watermarking, expiring links, and access analytics; and (c), where enabled, a constrained-beta disclosure-schedule drafting tool described in Section 9.

3.2 What "compliant" means — and does not mean. Where the Service or our marketing describes a Room as helping Customer be "diligence-ready" or "compliant," that refers to controlled disclosure — permissions, audit trails, watermarking, and staged access — and does not mean that Cashpian certifies, warrants, or opines that Customer's documents, cap table, or disclosures are legally accurate, complete, or sufficient for any transaction. Customer remains solely responsible for the legal adequacy of its own disclosures.

3.3 Checklists are a starting point, not an audit. Diligence checklists are generated by a rules engine keyed to industry, stage, and deal type. They are a organizational aid, not a substitute for advice from Customer's own counsel, accountant, or other professional advisor, and Cashpian does not warrant that a checklist is complete or appropriate for any specific transaction.

3.4 Service changes. We may modify, add to, or discontinue features of the Service from time to time. We will use commercially reasonable efforts to provide notice of material changes that reduce core functionality Customer is actively paying for.

4. Subscriptions, Fees & Billing

4.1 Plans. Subscription plans, pricing, and applicable usage limits are set out on our pricing page or in an Order at the time of signup. [Pricing structure — flat per-company monthly fee vs. headcount tiers — to be finalized; see Appendix.]

4.2 Billing. Fees are billed in advance on a recurring basis (monthly or annual, as selected) through our third-party payment processor [payment processor — TBD]. You authorize us to charge your payment method on file for all fees owed.

4.3 Taxes. Fees are exclusive of applicable taxes, which Customer is responsible for, except taxes on Cashpian's net income.

4.4 Changes to pricing. We may change fees for future billing periods with at least [30] days' notice. Continued use after a price change takes effect constitutes acceptance.

4.5 Cancellation. You may cancel a paid subscription at any time, self-service, from your account settings, effective at the end of the then-current billing period. Cashpian does not require a retention call, a minimum notice meeting, or manual approval to cancel. Except as required by law or expressly stated in an Order, fees already paid are non-refundable.

4.6 Non-payment. We may suspend access for accounts more than [15] days past due on undisputed fees, after notice.

5. Your Content

5.1 Ownership. As between the parties, Customer owns all right, title, and interest in Room Content. Nothing in these Terms transfers ownership of Room Content to Cashpian.

5.2 License to Cashpian. Customer grants Cashpian a limited, non-exclusive, worldwide license to host, store, copy, transmit, display, and process Room Content solely (a) to provide and support the Service, including the AI-assisted features described in Section 9, and (b) as otherwise instructed by Customer (for example, sharing with Room Visitors Customer invites). This license ends when the applicable Room Content is deleted, subject to Section 13.5 (backup purge cycle).

5.3 No use to train models. Cashpian will not use Room Content to train, fine-tune, or improve any AI or machine learning model, whether ours or a third party's.

5.4 Customer representations. Customer represents that it has all rights necessary to upload Room Content and to grant the license in Section 5.2, that doing so does not violate any third party's rights (including privacy, confidentiality, or intellectual property rights) or any applicable law, and that Customer has satisfied any legal obligations it owes to individuals whose personal data appears in Room Content (for example, notice obligations to employees or contractors).

5.5 Sensitive and regulated content. If Customer uploads content subject to specialized legal frameworks (for example, protected health information subject to HIPAA, or export-controlled technical data), Customer is responsible for determining whether its use of the Service satisfies its obligations under those frameworks and for entering into any additional agreement required (such as a Business Associate Agreement) before uploading such content. Section 17 and our Privacy Policy describe the technical safeguards we maintain to support such use; they do not, by themselves, make Cashpian a HIPAA-covered entity or certify regulatory compliance on Customer's behalf.

6.1 Customer controls sharing. Customer configures who may access a Room, at what stage of disclosure, under what access gate (e.g., an NDA click-through), and for how long. Cashpian acts on Customer's instructions in granting, staging, and revoking Room Visitor access.

6.2 Watermarking and monitoring. Where Customer enables it, documents displayed to a Room Visitor are dynamically watermarked with identifying information about that visitor, and Customer receives analytics about Room Visitor access (pages viewed, time spent, download attempts). Customer is responsible for ensuring it has any consents or notices required by law before inviting a Room Visitor into a monitored Room, and Cashpian's Privacy Policy separately discloses this practice to Room Visitors directly.

6.3 Room Visitors are not Customers. A Room Visitor's access to a Room is subject to whatever access terms Customer presents (e.g., an NDA gate) plus baseline platform rules in Section 8 (Acceptable Use). Room Visitors do not receive the rights or make the representations given to Customer under these Terms, and Cashpian is not a party to, and does not enforce, any NDA between Customer and a Room Visitor.

6.4 No brokering, no advice. Cashpian is a software platform. We do not act as a broker-dealer, placement agent, investment adviser, or law firm in connection with any transaction conducted through a Room, and nothing in the Service should be construed as a solicitation or recommendation regarding any securities transaction.

7. Google Drive & Third-Party Integrations

7.1 If Customer connects Google Drive or another third-party service, Customer authorizes Cashpian to access the specific files, folders, or data Customer selects, under the scope Customer grants during that connection flow, for the purpose of importing content into the vault as described in our Privacy Policy.

7.2 Customer represents it has the right to connect such third-party accounts and to authorize Cashpian's import of the content within them. Customer may disconnect an integration at any time; disconnecting does not automatically delete previously imported copies from the vault (Customer must delete those separately if desired).

7.3 Third-party services are governed by their own terms, and Cashpian is not responsible for their acts, omissions, or availability.

8. Acceptable Use

You will not, and will not permit any Account Holder or Room Visitor acting through your account or Room to:

Upload content you do not have the right to upload, or that infringes, misappropriates, or violates a third party's intellectual property, privacy, or other legal rights;
Use the Service to store or transmit malware, or to probe, scan, or test the vulnerability of the Service without authorization;
Attempt to circumvent access controls, watermarking, download blocks, or rate limits;
Use the Service to violate any applicable law, including securities, export control, or data protection law;
Reverse engineer, decompile, or attempt to extract the source code of the Service, except to the extent applicable law prohibits this restriction;
Use the Service to build a competing product or service, or engage in automated scraping of the Service beyond documented API use;
Misrepresent your identity or affiliation when accessing a Room as a Room Visitor.

We may suspend access for a reasonably suspected violation of this Section pending investigation, and will notify you where practicable.

9. AI Features; No Legal Advice

9.1 What the AI does. Certain features — document classification, checklist gap-detection, and, where enabled, disclosure-schedule drafting — use a large language model (currently Anthropic's Claude, accessed through Amazon Bedrock under a Zero Data Retention configuration and a signed Business Associate Agreement, as described in our Privacy Policy) to analyze Room Content.

9.2 Disclosure-schedule drafts. Where offered, the disclosure-schedule drafting feature is a constrained beta supporting only standard NVCA Series Seed/A form documents as of the date of this draft. It produces a first-draft exception schedule intended to be reviewed, edited, and finalized by Customer's own licensed counsel before use in any financing or transaction. Output is clearly labeled as a draft.

9.3 No legal advice; no attorney-client relationship. Cashpian is not a law firm. Nothing generated by the Service — including checklists, gap analyses, and disclosure-schedule drafts — constitutes legal advice, and using the Service does not create an attorney-client relationship between Customer and Cashpian or any of its personnel, even where Cashpian's personnel include licensed attorneys. Customer should not rely on AI-generated output as a substitute for advice from its own qualified counsel.

9.4 AI limitations. AI-generated output may be incomplete, inaccurate, or fail to reflect facts not captured in the documents provided. Customer is responsible for independently verifying any AI-generated output before relying on it.

9.5 No liability for AI output relied upon without review. To the maximum extent permitted by law, and without limiting Section 15, Cashpian is not liable for losses arising from Customer's reliance on AI-generated output that was not reviewed and approved by Customer's own counsel or other qualified professional before use.

10. Confidentiality

10.1 Each party may receive confidential information of the other party (including, for Cashpian, Room Content, and for Customer, non-public information about Cashpian's product and roadmap). Each party will use the other's confidential information only to perform its obligations or exercise its rights under these Terms, and will protect it using at least the same degree of care it uses for its own confidential information of similar importance, but no less than reasonable care.

10.2 Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party without duty of confidentiality, is independently developed, or is required to be disclosed by law (subject to advance notice where legally permitted).

10.3 This Section is in addition to, and does not replace, any separate mutual non-disclosure agreement between the parties, or any NDA Customer requires of a Room Visitor.

11. Our Intellectual Property

The Service, including its software, checklists, templates, design, and all related intellectual property (excluding Room Content), is owned by Cashpian or its licensors. Subject to these Terms, we grant Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the subscription term for Customer's internal business purposes. No other rights are granted.

12. Feedback

If you provide suggestions, ideas, or feedback about the Service, you grant Cashpian a perpetual, irrevocable, royalty-free license to use that feedback for any purpose, without obligation or compensation to you. You are not required to provide feedback.

13. Term, Suspension, Termination & Data Export

13.1 Term. These Terms remain in effect while you maintain an account or active subscription.

13.2 Termination for convenience. Customer may terminate at any time per Section 4.5. Cashpian may terminate or decline to renew an account with [30] days' notice for any reason during the current early-access phase, or immediately for a material breach of Section 8 (Acceptable Use) that is not cured within [10] days of notice (or immediately, without notice, for severe violations such as illegal content or security threats).

13.3 Effect of termination. Upon termination, Customer's right to access the Service ends. Active Rooms shared with Room Visitors will be deactivated unless otherwise agreed.

13.4 Data export. For [30] days following termination (except termination for cause under Section 13.2), Customer may request and receive an export of its Room Content in a standard format. Cashpian does not condition data export on payment of amounts not actually owed, and does not use data retention as leverage in a fee dispute.

13.5 Deletion. After the export window in Section 13.4, or upon Customer's request, we will delete Room Content from primary storage; residual copies are purged from backups on our standard rotation cycle, consistent with our Privacy Policy.

14. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CASHPIAN DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT AI-GENERATED OUTPUT WILL BE ACCURATE OR COMPLETE, OR THAT ANY CHECKLIST OR DISCLOSURE DRAFT WILL BE LEGALLY SUFFICIENT FOR ANY TRANSACTION. NO ADVICE OR INFORMATION OBTAINED FROM CASHPIAN CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE.

15. Limitation of Liability

15.1 Exclusion of certain damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap. EXCEPT FOR THE CARVE-OUTS IN SECTION 15.3, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES CUSTOMER PAID TO CASHPIAN IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.3 Carve-outs. The limitations in Sections 15.1 and 15.2 do not apply to: (a) a party's indemnification obligations under Section 16; (b) breach of Section 10 (Confidentiality); (c) a party's gross negligence or willful misconduct; or (d) amounts Customer owes under Section 4.

16. Indemnification

16.1 By Customer. Customer will defend and indemnify Cashpian against third-party claims arising from (a) Room Content, including claims that it infringes or misappropriates a third party's rights or violates law, or (b) Customer's breach of Section 5.4 (representations) or Section 8 (Acceptable Use).

16.2 By Cashpian. Cashpian will defend and indemnify Customer against third-party claims that the Service, as provided by Cashpian and used in accordance with these Terms, infringes a third party's U.S. intellectual property rights, subject to Cashpian's right to modify the Service or procure a license to resolve the claim.

16.3 Process. The indemnified party must promptly notify the indemnifying party of the claim, give it control of the defense and settlement (subject to the indemnified party's approval of any settlement admitting fault or imposing non-monetary obligations on it), and provide reasonable cooperation.

17. Data Protection

Cashpian's collection and use of personal data in connection with the Service is described in our [Privacy Policy]. Where Cashpian processes personal data on Customer's behalf as a processor/service provider (see the Privacy Policy's controller/processor discussion), the parties' obligations are further governed by a Data Processing Agreement, [available at ● / incorporated by reference — confirm final location].

18. Beta & Early Access Features

We may offer features labeled "beta," "early access," "preview," or similar. These are provided for evaluation, may change or be discontinued at any time, are excluded from any uptime or support commitment, and are provided "as is" notwithstanding anything else in these Terms.

19. Governing Law & Dispute Resolution

19.1 Governing law. These Terms are governed by the laws of the State of [Delaware], without regard to conflict-of-laws principles.

19.2 Venue. [Placeholder — decide between (a) exclusive jurisdiction of state/federal courts located in [county, state], or (b) binding arbitration administered by [AAA/JAMS] under its commercial rules, with a carve-out for injunctive relief to protect confidential information or intellectual property. Arbitration is more common in early-stage B2B SaaS ToS but is a deliberate choice, not a default — confirm with counsel.]

19.3 No class actions. [If arbitration is selected: disputes will be resolved on an individual basis, and neither party may bring a claim as a plaintiff or class member in any purported class, consolidated, or representative proceeding.]

20. General Provisions

Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets; Cashpian may assign to an affiliate on notice.
Force majeure. Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control.
Notices. Notices to Cashpian should be sent to hello@cashpian.com; notices to Customer will be sent to the email address on the account.
Entire agreement. These Terms, any Order, the Privacy Policy, and any DPA constitute the entire agreement between the parties regarding the Service and supersede prior agreements on the subject.
Severability. If any provision is found unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable.
No waiver. Failure to enforce a provision is not a waiver of the right to do so later.
Export & sanctions compliance. You represent that you are not located in, or a national of, a country subject to U.S. government embargo, and are not on any U.S. government restricted-party list.
Relationship of the parties. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

21. Changes to These Terms

We may update these Terms from time to time. For material changes, we will provide notice (such as by email or an in-app notice) at least [15] days before the changes take effect. Continued use of the Service after the effective date of a change constitutes acceptance. If Customer does not agree to a material change, Customer may terminate under Section 13 before the change takes effect.

22. Contact

[Cashpian, Inc.] [Registered address — TBD] hello@cashpian.com