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Terms of Service

Last updated August 3, 2026

Effective date: August 3, 2026

These Terms of Service ("Terms") are a legally binding agreement between you and CapIntent, LLC ("CapIntent," "we," "us," or "our") and govern your access to and use of the CapIntent platform, website, applications, and related services (collectively, the "Service"). By clicking to accept these Terms, creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you do not agree, you must not access or use the Service.

1. Acceptance of Terms

By clicking to accept these Terms, creating an account, being granted membership, or otherwise accessing or using the Service, you represent and warrant that: (a) you have read, understood, and agree to these Terms; (b) you have read and acknowledge our Privacy Policy, which is incorporated into these Terms by reference; and (c) if you access or use the Service on behalf of a company, fund, firm, or other entity, you have authority to bind that entity, and "you" includes both you and that entity. If you do not have such authority, you must not access or use the Service on that entity's behalf.

Electronic Communications; E-SIGN Consent. You consent to receive agreements, notices, disclosures, and other communications from us electronically, including by email, through the Service, or by posting them on the Service. You agree that such electronic communications satisfy any legal requirement that such communications be in writing.

2. Eligibility and Membership

The Service is intended solely for business and professional use by verified participants in private capital markets and related professional advisors. The Service is not directed to consumers for personal, family, or household use.

To use the Service, you must: (a) be at least 18 years old; (b) have legal capacity to enter into these Terms; (c) provide accurate, current, and complete registration and profile information and keep it updated; and (d) if applicable, be duly authorized to act on behalf of the firm, fund, or other entity you identify in your profile or activities on the Service.

Membership is subject to review and approval by CapIntent. We may approve, deny, suspend, restrict, or revoke access to the Service in our discretion, including to protect the Service, comply with law, or mitigate fraud, abuse, or regulatory risk.

You may not use the Service if: (i) you are prohibited from using the Service under applicable law; (ii) you are located in, ordinarily resident in, or acting on behalf of a person or entity located in a jurisdiction subject to comprehensive U.S. sanctions, to the extent prohibited by applicable law; (iii) you are identified on a government restricted-party list applicable to the Service; or (iv) your account has been suspended or terminated and we have not authorized your return.

3. Description of the Service

CapIntent operates a professional networking and information platform designed to help users identify potential counterparties based on stated transactional or business objectives ("Intents"). The Service may present blind or partially anonymized matches and may, upon mutual consent, facilitate introductions between users.

The Service may use automated tools, including artificial intelligence, large language models, scoring systems, and related technologies, to assist with ranking, matching, generating summaries or rationales, and supporting informational features.

No Brokerage, Advisory, Exchange, Custody, or Fiduciary Services. The Service is an introduction and information tool only. CapIntent is not acting as a broker, dealer, municipal advisor, investment adviser, exchange, alternative trading system, placement agent, finder, custodian, transfer agent, lender, or fiduciary, and does not effect securities transactions, negotiate transaction terms on your behalf, provide investment recommendations, provide legal, tax, accounting, or valuation advice, verify the merits of any opportunity, or guarantee the suitability, creditworthiness, qualification, or authority of any user or opportunity.

Nothing on the Service constitutes: (a) an offer to sell or a solicitation of an offer to buy any security or other financial product; (b) a recommendation or endorsement of any transaction, person, firm, or opportunity; or (c) legal, tax, accounting, investment, or other professional advice.

You are solely responsible for evaluating opportunities, conducting diligence, determining whether any contact, communication, or transaction complies with applicable law, and obtaining your own legal, tax, accounting, investment, and other professional advice.

4. Accounts and Authentication

Access to the Service may require authentication through one or more third-party identity or networking providers (such as LinkedIn) and, where requested, verification of a work email address or other credentials. We may change authentication requirements at any time.

You are responsible for maintaining the confidentiality and security of your login credentials and for all activities that occur under your account. You must notify us promptly at support@capintent.com if you know or reasonably suspect unauthorized access to or use of your account.

You may not share your account, allow another person to use your credentials, impersonate any person or entity, misrepresent your identity, affiliation, authority, or intent, or create an account using false or misleading information.

We may require reasonable security measures, including multi-factor authentication, identity verification, or re-verification of your credentials, profile information, authority, or employer affiliation.

5. Member Content, Conduct, and Intents

You are solely responsible for all information, data, text, documents, communications, profile details, Intents, and other materials you submit, upload, post, transmit, or otherwise make available through the Service ("Member Content"). You represent and warrant that: (a) you own or control all rights necessary to provide the Member Content and grant the rights described in these Terms; (b) the Member Content is accurate, current, and not misleading; and (c) your Member Content and use of the Service do not violate applicable law, contractual restrictions, confidentiality obligations, or third-party rights.

You agree not to, and not to permit any third party to:

We may monitor, remove, restrict, or disable Member Content or suspend or restrict accounts if we reasonably believe there is a violation of these Terms, applicable law, or the safety, security, or integrity of the Service.

6. Confidentiality and Introductions

The Service is designed to facilitate limited disclosure and controlled introductions. For private Intents, identifying information may be withheld unless and until both relevant users consent to an introduction through the Service.

Except as expressly permitted by the disclosing party, information you learn about another user or opportunity through a non-public match or introduction—including identity, firm affiliation, contact details, the existence of the introduction, and related communications or materials—is confidential information ("Match Confidential Information"). You may use Match Confidential Information solely to evaluate and, if appropriate, pursue the relevant opportunity, and you may not disclose it to third parties or use it to circumvent the Service.

The confidentiality obligations in this Section do not apply to information that you can demonstrate: (a) is or becomes publicly available through no breach of these Terms; (b) was lawfully known to you without restriction before disclosure through the Service; or (c) is lawfully obtained by you from a third party without breach of any duty.

If you are required by law, regulation, subpoena, court order, or similar legal process to disclose Match Confidential Information, you may do so to the extent required, provided that, where legally permitted, you give prompt notice to the affected party so that it may seek protective treatment.

Public Intents and information intentionally made publicly viewable through the Service are not Match Confidential Information unless expressly identified otherwise.

7. Intellectual Property; License to Member Content

As between you and CapIntent, CapIntent and its licensors retain all right, title, and interest in and to the Service, including all software, interfaces, design, text, graphics, trademarks, service marks, compilations, and other content and technology made available by or on behalf of CapIntent, excluding Member Content.

Subject to your compliance with these Terms, CapIntent grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for its intended business purpose.

You retain ownership of your Member Content. You grant CapIntent a worldwide, non-exclusive, royalty-free license to host, reproduce, store, process, adapt, display, transmit, and otherwise use your Member Content as necessary to operate, provide, secure, support, enforce, and improve the Service, and as otherwise described in the Privacy Policy.

If you provide CapIntent with suggestions, comments, enhancement requests, or other feedback regarding the Service, you grant CapIntent a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free license to use and exploit that feedback for any lawful purpose without restriction or obligation to you.

IP Complaints. If you believe content on the Service infringes your intellectual property rights, contact us at support@capintent.com with sufficient detail for us to review the claim. We may remove or disable access to allegedly infringing material and may terminate repeat infringers in appropriate circumstances.

8. AI-Generated Content and Third-Party Services

The Service may use third-party providers and automated technologies, including large language models, embeddings, ranking systems, and other artificial intelligence tools, to support matching, search, rationales, summaries, and other informational features.

Automated or AI-generated outputs may be incomplete, inaccurate, biased, stale, or otherwise flawed. Such outputs are provided for informational purposes only and must not be relied on as statements of fact, professional advice, or guarantees of suitability, legality, or transaction outcomes. You are solely responsible for independently reviewing and verifying any information or output generated through the Service.

The Service may also interoperate with or rely upon third-party authentication, hosting, analytics, communication, and other service providers. Your use of third-party services may be subject to separate terms or privacy policies of those providers. CapIntent is not responsible for third-party services and disclaims all warranties regarding them to the maximum extent permitted by law.

By using the Service, you authorize CapIntent and its service providers to process Member Content and related usage data as reasonably necessary to provide, maintain, secure, and improve the Service, subject to the Privacy Policy.

9. Intent Expiration

Intents may be assigned an expiration date determined by CapIntent or selected through features we make available. Unless otherwise specified, Intents may expire automatically ninety (90) days after creation and may then be deactivated, archived, hidden, or removed from active matching. You are responsible for reviewing, updating, refreshing, or recreating Intents you wish to keep active.

10. Privacy

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, disclose, retain, and otherwise process personal information. By using the Service, you acknowledge that you have reviewed the Privacy Policy.

11. Compliance With Laws; Securities Law Restrictions

You are solely responsible for ensuring that your access to and use of the Service, your Member Content, your communications with other users, and any resulting transaction or proposed transaction comply with all applicable laws, rules, and regulations.

Without limiting the foregoing, you agree that you will not use the Service in a manner that would cause CapIntent to be deemed to be participating in the offer, sale, recommendation, negotiation, execution, placement, or effecting of securities transactions or other regulated financial activities for which registration, licensing, or exemption compliance is required, except as expressly stated by CapIntent in writing.

CapIntent does not verify whether any user is accredited, qualified, licensed, authorized, or otherwise legally permitted to participate in any transaction unless CapIntent expressly states otherwise in writing.

12. Sanctions; Anti-Money Laundering; Anti-Corruption

You represent, warrant, and covenant that: (a) neither you nor, to your knowledge, any person or entity you represent is the subject of sanctions administered or enforced by the United States government to the extent relevant to the Service; (b) you will not use the Service in violation of applicable anti-money laundering, anti-terrorist financing, sanctions, anti-boycott, anti-bribery, or anti-corruption laws; and (c) you will provide information reasonably requested by CapIntent to support lawful compliance screening.

13. Fees and Billing

Certain features of the Service may require payment of fees. If you purchase a paid subscription or service, you agree to pay all applicable fees, taxes, and charges in accordance with the pricing and billing terms presented at the time of purchase.

Unless otherwise stated in a separate written agreement, paid subscriptions may renew automatically for successive renewal terms unless canceled before the renewal date. You authorize CapIntent or its payment processor to charge your designated payment method for all applicable amounts.

Except as required by law or expressly stated otherwise, fees are non-refundable.

14. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, OR RESULTS.

WITHOUT LIMITING THE FOREGOING, CAPINTENT DOES NOT WARRANT THAT: (a) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) ANY DATA, OUTPUT, MATCH, RANKING, RATIONALE, USER, FIRM, OR OPPORTUNITY WILL BE ACCURATE, COMPLETE, CURRENT, LAWFUL, OR SUITABLE; (c) ANY MATCH OR INTRODUCTION WILL RESULT IN A RESPONSE, NEGOTIATION, TRANSACTION, OR COMMERCIAL OUTCOME; OR (d) DEFECTS WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAPINTENT AND ITS OFFICERS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR OPPORTUNITIES, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAPINTENT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (a) THE AMOUNTS PAID BY YOU TO CAPINTENT FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) ONE HUNDRED U.S. DOLLARS (US$100).

NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

16. Indemnification

You will defend, indemnify, and hold harmless CapIntent and its officers, directors, managers, members, employees, contractors, agents, affiliates, licensors, and service providers from and against any third-party claims, demands, actions, proceedings, liabilities, damages, judgments, settlements, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) your Member Content; (b) your access to or use of the Service; (c) your dealings or disputes with other users or third parties arising from the Service; (d) your violation of these Terms; or (e) your violation of applicable law or third-party rights.

CapIntent may assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with that defense. You may not settle any such matter without CapIntent's prior written consent if the settlement imposes any obligation or admission on CapIntent.

17. Suspension, Termination, and Effect of Termination

You may stop using the Service at any time and may request deletion of your account, subject to any retention required or permitted by applicable law, our Privacy Policy, or legitimate business needs such as security, fraud prevention, dispute resolution, backup, and recordkeeping.

We may suspend, restrict, or terminate your access to all or any part of the Service, with or without notice, if we reasonably believe: (a) you have violated these Terms; (b) your use of the Service creates legal, regulatory, security, reputational, or operational risk; (c) suspension or termination is required by law or requested by a governmental authority; or (d) it is necessary to protect the Service, CapIntent, or other users.

Upon termination, your right to access and use the Service will cease immediately, except as otherwise expressly permitted by us, and you will not be entitled to any refund of the amounts paid by you to CapIntent for the Service. Sections that by their nature should survive termination will survive, including provisions relating to confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, dispute resolution, and any accrued rights or obligations.

18. Governing Law and Dispute Resolution

These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms or the Service, are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles, except to the extent preempted or superseded by applicable federal law.

Except where applicable law prohibits enforcement of the following forum-selection clause, any dispute, claim, or controversy arising out of or relating to these Terms or the Service must be brought exclusively in the state or federal courts located in Miami-Dade County, Florida. Each party irrevocably consents to the personal jurisdiction and venue of those courts.

To the extent permitted by applicable law, each party waives any objection to the foregoing based on forum non conveniens or improper venue.

Notwithstanding the foregoing, nothing in this Section limits CapIntent's right to seek temporary, preliminary, or injunctive relief in any court of competent jurisdiction to prevent or address actual or threatened misuse of the Service, infringement of intellectual property rights, or breach of confidentiality obligations.

19. Changes to These Terms

We may modify these Terms from time to time. If we make material changes, we will provide notice by reasonable means, which may include posting the updated Terms on the Service, updating the "Last Updated" date, sending an email, or providing in-Service notice.

Unless we state otherwise, changes will become effective on the date the updated Terms are posted or on any later effective date specified in the notice. Your continued access to or use of the Service after the effective date of updated Terms constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service.

20. General Provisions

Assignment. You may not assign or transfer these Terms or any rights or obligations under these Terms without our prior written consent. We may assign these Terms without restriction.

Severability. If any provision of these Terms is held unlawful, void, or unenforceable, that provision will be deemed severed and the remaining provisions will remain in full force and effect.

Waiver. No waiver of any provision of these Terms will be deemed a further or continuing waiver of that provision or any other provision, and our failure to assert any right or provision under these Terms will not constitute a waiver.

Entire Agreement. These Terms, together with the Privacy Policy and any other policies or written agreements expressly incorporated by reference or entered into between you and CapIntent, constitute the entire agreement between you and CapIntent regarding the Service and supersede all prior or contemporaneous understandings regarding the Service.

Force Majeure. CapIntent will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, cyberattacks, epidemics, pandemics, governmental actions, or power failures.

No Third-Party Beneficiaries. These Terms are for the benefit of you and CapIntent only and do not create any third-party beneficiary rights, except as expressly stated otherwise.

21. Contact and Legal Notices

Questions about these Terms may be sent to support@capintent.com.

If you need to provide legal notice to CapIntent, you must send it to:

CapIntent, LLC
66 W. Flagler Street, Suite 900, Miami, Florida 33130
legal@capintent.com

We may send legal notices to you using the contact information associated with your account.