Terms of Service

1. Agreement to Terms

By accessing and using TrancheBook, you accept and agree to be bound by these terms. If you do not agree, you must not use the platform.

2. Changes to Terms

We may modify these Terms from time to time. Changes are effective when posted. Your continued use after changes become effective constitutes acceptance.

3. Definitions

For clarity:

• "Listing" means an informational posting describing an opportunity relating to private company securities.
• "IOI" means a non-binding indication of interest submitted through the Platform.
• "Deal Desk" means our human-assisted workflow team that facilitates introductions.
• "Transaction" means any contemplated or completed purchase/sale/transfer conducted off-platform.

4. Platform Model

The Platform is an informational and communications tool. The Company is not acting as:

• a broker, dealer, investment adviser, or fiduciary;
• an MTF/OTF/trading venue or operator of an order book.

The Company does not hold client funds or securities, does not provide escrow or settlement services, and does not provide investment, financial, legal, or tax advice.

5. Eligibility

The Platform is available only to eligible, professional, and/or sophisticated investors. Retail investors are not permitted. By using the Platform you represent that:

• you are an eligible investor permitted to access private market opportunities;
• you have sufficient knowledge/experience to evaluate private market risks;
• you will not use the Platform for any unlawful purpose;
• all information you provide is complete and accurate.

6. Accounts and Security

You are responsible for maintaining the confidentiality of credentials and for all activities under your account. You must keep your information current. You consent to receive communications electronically.

7. Listings and Information

Listings and related information may be provided by sellers, issuers, or third parties. We do not guarantee accuracy, completeness, timeliness, or reliability. Any reference to a company or valuation is not an endorsement. Listings may be modified or withdrawn at any time.

8. Indications of Interest

An IOI is a non-binding expression of interest only. It is not an order, offer, or commitment. You may withdraw an IOI at any time before a definitive agreement is signed off-platform. Submission of an IOI does not guarantee:

• introductions or access;
• issuer approval;
• a completed transaction.

9. Off-Platform Transactions

All Transactions occur off-platform between counterparties. You are solely responsible for:

• negotiating and documenting terms;
• compliance with applicable securities laws;
• payments, settlement, and transfers;
• taxes, withholding, and reporting;
• engaging appropriate counsel and advisers.

10. Fees

If the Company charges fees, the applicable fees will be disclosed prior to being incurred. Unless stated otherwise, fees are non-refundable. You are responsible for any taxes applicable to your use of the Services.

11. Confidentiality

You may receive non-public information about companies, listings, or counterparties. You agree to keep such information confidential and use it solely for evaluating a potential Transaction. You will not share confidential information except with your professional advisers bound by confidentiality.

12. Acceptable Use

You agree not to:

• misrepresent your identity, eligibility, or intentions;
• circumvent issuer restrictions or compliance checks;
• scrape, reverse engineer, or interfere with Platform operations;
• use bots or automated tools without permission;
• upload malware or exploit vulnerabilities;
• use the Platform to facilitate illegal activity.

13. Intellectual Property

The Platform, including software, content, and branding, is owned by the Company or its licensors. We grant you a limited, non-exclusive, revocable license to use the Platform for its intended purpose.

14. User Content

If you submit content, you represent you have rights to do so. You grant the Company a limited license to host and use your submitted content to operate the Services.

15. Compliance

You agree to comply with all applicable AML/CTF, sanctions, and securities laws. You authorize us to conduct screening and to share information with authorities where required.

16. Disclaimers

THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." To the maximum extent permitted by law, the Company disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and accuracy.

17. Limitation of Liability

To the maximum extent permitted by law, the Company will not be liable for indirect, incidental, special, consequential, or punitive damages. The Company's total aggregate liability will not exceed fees paid by you in the 12 months prior to the claim, or €100, whichever is greater.

18. Indemnification

You agree to indemnify and hold harmless the Company from any claims arising out of your breach of these Terms, your violation of law, or any Transaction or dispute between you and a counterparty.

19. Termination

We may suspend or terminate your access at any time, with or without notice, including if we believe you have violated these Terms.

20. Governing Law

These Terms are governed by the laws of England and Wales, excluding conflict-of-law rules. The courts of England and Wales have exclusive jurisdiction.

21. Miscellaneous

We may assign these Terms; you may not without our consent. If a provision is unenforceable, the remainder remains effective. Failure to enforce is not a waiver. These Terms are the entire agreement.

22. Contact

For questions about these Terms, contact legal@tranchebook.com.