Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you and VCF.co governing your access to and use of the Platform. By creating an account or using the Platform, you agree to be bound by these Terms and our Privacy Policy.

2. Eligibility

You must be at least 18 years old, have legal capacity to contract, and not be subject to U.S. government sanctions or appear on any OFAC watchlist. By using the Platform, you represent that you meet these requirements.

3. Description of Services

VCF.co provides software infrastructure for venture capital fund managers, including fund formation document generation, LP onboarding and KYC workflows, capital call management, portfolio tracking, waterfall calculations, Schedule K-1 generation, ILPA-compliant reporting, and LP portal infrastructure. We may also provide white-label LP portal infrastructure for multi-fund managers and enterprise operators.

4. No Legal, Tax, or Financial Advice

VCF.co is not a law firm, broker-dealer, investment adviser, fund administrator, or financial institution. Nothing on the Platform constitutes legal advice, tax advice, investment advice, or a recommendation of any investment. Documents generated by the Platform — including LP agreements, PPMs, and subscription documents — are template-based and must be reviewed and finalized by qualified securities counsel before execution. We do not guarantee that any fund structure or document complies with applicable law.

5. Securities Law Compliance — GP Responsibility

Fund managers (GPs) are solely responsible for ensuring their fund complies with the Securities Act of 1933, Regulation D, applicable state Blue Sky laws, and any other applicable securities regulations. VCF.co does not act as a registered broker-dealer, investment adviser, or fund administrator. Use of our Platform does not satisfy any registration requirement, legal obligation, or regulatory compliance requirement under applicable securities laws. GPs must engage qualified securities counsel to review all fund documents and structures.

6. KYC / AML Obligations

You agree to cooperate with all KYC and AML processes, not to knowingly onboard sanctioned or prohibited persons, and to promptly notify us of any LP investor who should be subject to enhanced due diligence. We reserve the right to refuse or terminate service based on screening results. Fund managers bear ultimate responsibility for compliance with applicable BSA/AML requirements.

7. Account Security

You are responsible for maintaining the security of your account credentials. Enable multi-factor authentication where available. Notify us immediately at [email protected] if you suspect unauthorized access. Given the sensitive nature of LP and fund financial data, we strongly recommend using MFA and following security best practices.

8. Prohibited Uses

You may not use the Platform to violate securities laws, facilitate financial crimes, defraud investors, circumvent KYC/AML processes, gain unauthorized access to systems, share LP data outside the platform in violation of applicable privacy law, or resell or sublicense Platform access without written consent.

9. Fees and Payment

Fees are set forth in your plan or agreement. You authorize us to charge applicable fees. Subscription fees are non-refundable except as required by law. We may change fees with 30 days’ notice. Overdue amounts accrue interest at 1.5% per month.

10. Intellectual Property

The Platform is owned by VCF.co. We grant you a limited, non-exclusive, non-transferable license to use the Platform for your internal fund management purposes. You retain ownership of your fund data and LP data, and grant us a limited license to use it to provide the services. We do not assert rights over your fund’s investment decisions or LP relationships.

11. Disclaimers

THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT ANY FUND DOCUMENT, COMPLIANCE TOOL, OR K-1 GENERATED BY THE PLATFORM IS LEGALLY SUFFICIENT OR TAX-ACCURATE FOR YOUR SPECIFIC SITUATION. FUND MANAGERS MUST ENGAGE QUALIFIED COUNSEL AND TAX ADVISORS.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, VCF.CO’S LIABILITY IS LIMITED TO THE GREATER OF (A) FEES PAID IN THE PRECEDING 12 MONTHS OR (B) $100. WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSSES ARISING FROM REGULATORY ACTIONS, LP CLAIMS, SECURITIES LAW VIOLATIONS, OR TAX PENALTIES ARISING FROM FUND OPERATIONS.

13. Indemnification

You agree to defend, indemnify, and hold harmless VCF.co from any claims arising from your use of the Platform, your fund formation or operation, your violation of securities law, your violation of these Terms, or any LP investor or regulatory claim related to your conduct as a fund manager.

14. Dispute Resolution

Disputes shall be resolved by binding arbitration under AAA Commercial Arbitration Rules in Wilmington, Delaware. Class action and representative proceedings are waived. Either party may seek emergency injunctive relief in any court of competent jurisdiction.

15. Governing Law

These Terms are governed by the laws of the State of Delaware. For non-arbitrable matters, you consent to jurisdiction in New Castle County, Delaware.

16. Termination

Either party may terminate on 30 days’ notice. We may terminate immediately for material breach, securities law violations, fraudulent conduct, KYC/AML failure, or as required by law. Sections 4, 5, 10, 11, 12, 13, 14, and 17 survive termination. You have 30 days to export your fund data following termination.

17. General

These Terms are the entire agreement between us. If any provision is unenforceable, the rest remain in effect. We may update these Terms with 30 days’ notice. Continued use constitutes acceptance. You may not assign your rights without our consent. We are not liable for force majeure events.

18. Contact

• Legal: [email protected]
• General: [email protected]

These Terms should be reviewed by qualified securities counsel before relying on them for your specific fund operations.