Welcome to Diligence Ready! These Terms of Service ("Terms") constitute a binding contract between you and Entrevest, LLC dba Diligence Ready ("Diligence Ready," "we," "us," or "our"). These Terms govern your access to and use of our website, platform, data rooms, software, and related corporate diligence readiness services (collectively, the "Services").
By clicking "I Agree," registering for an account, or otherwise accessing or using the Services, you represent that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company, organization, or other legal entity (a "Customer"), you represent that you have the legal authority to bind that entity to these Terms.
1. Description of Services
Diligence Ready provides a software-as-a-service (SaaS) platform designed to help companies centralize corporate governance documents, track equity records, organize cap tables, and prepare structural data for investor due diligence workflows.
2. Eligibility, Accounts, and User Roles
2.1 Eligibility
You must be at least 18 years old (or the age of majority in your jurisdiction) and capable of forming a binding contract to use our Services.
2.2 Registration and Security
To access the platform, you must create an account. You agree to provide accurate, current, and complete information and to keep this information updated. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
2.3 User Roles and Access
Our platform supports multiple tiers of access:
- Company Administrators: Individuals authorized by the Customer to manage the corporate profile, upload legal/financial artifacts, and grant access to third parties.
- Stakeholders / Third-Party Viewers: Shareholders, employees, investors, or auditors granted limited or view-only access by a Company Administrator.
The Customer is fully responsible for all permissions, data access controls, and invitations extended via their account interface.
3. Data Ownership and Licensing
3.1 Your Data is Your Data
As between you and Diligence Ready, you retain exclusive ownership of all legal documents, financial statements, cap table metrics, and other proprietary materials you upload to the platform ("Customer Data"). We do not sell or monetize your data.
3.2 License to Diligence Ready
To enable us to provide the Services, you hereby grant Diligence Ready a worldwide, non-exclusive, royalty-free, fully paid-up license to host, store, transfer, display, perform, reproduce, modify, and process your Customer Data solely for the purpose of operating, maintaining, securing, and improving the platform on your behalf.
3.3 Accuracy of Data
You represent and warrant that you have all necessary rights to upload the Customer Data and that such data is accurate and complete. Diligence Ready does not independently verify, audit, or substantiate the information or legal records uploaded to the platform.
4. Fees, Billing, and Subscription Plans
4.1 Fees
Access to certain features or tiers of the platform requires a paid subscription ("Subscription Fee"). Pricing and tiers are specified on our pricing page or in a mutually executed Order Form.
4.2 Billing and Auto-Renewal
Unless otherwise stated, subscriptions automatically renew at the end of each billing cycle (e.g., monthly or annually) under the same terms. You authorize us to charge your designated payment method for the applicable renewal fees unless you cancel your subscription prior to the renewal date.
4.3 Non-Refundable
All fees paid are non-refundable except as expressly provided in these Terms or required by applicable law.
5. Strict Disclaimers: No Professional Advice
Diligence Ready is an administrative, organizational software platform. We do not provide legal, tax, financial, or securities advice.
- No Professional Relationship: Your use of the Services does not create an attorney-client relationship, certified public accountant (CPA) relationship, or any other professional-client fiduciary relationship.
- Independent Verification Required: While our platform features tools to parse documents, model dilution, or score diligence readiness, these are automated calculations meant for directional guidance only.
- Consult Professionals: You acknowledge that you are entirely responsible for determining the accuracy and legal suitability of your corporate documentation. You are strongly encouraged to consult a licensed corporate attorney and a qualified tax professional before finalizing equity allocations, financing rounds, or corporate transactions.
6. Prohibited Conduct
You agree that you will not, and will not permit any third party to:
- Copy, modify, host, stream, sublicense, or resell the Services;
- Reverse engineer, decompile, or attempt to extract the source code or underlying architecture of the platform;
- Use any automated system, including "scrapers," "spiders," or "offline readers," to access or harvest data from the platform;
- Bypass or breach any security measures or access controls implemented by Diligence Ready;
- Upload any material that contains viruses, malware, or harmful code, or that infringes upon the intellectual property or privacy rights of any third party.
7. Intellectual Property Rights
The Services, including all software, user interfaces, branding, logos, text, graphics, and proprietary algorithms, are the sole property of Diligence Ready and its licensors and are protected by copyright, trademark, and other intellectual property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to access the platform during your subscription term in strict compliance with these Terms.
8. Termination
8.1 Termination by You
You may cancel your account and terminate your subscription at any time via your account settings.
8.2 Termination by Us
We reserve the right to suspend or terminate your access to the platform immediately and without notice if you materially breach these Terms, fail to pay outstanding fees, or engage in activity that poses a security or legal risk to Diligence Ready or its users.
8.3 Effect of Termination
Upon termination, your right to access and use the platform ceases. It is your responsibility to export your Customer Data prior to effective termination.
9. Indemnification and Limitation of Liability
9.1 Indemnification
You agree to indemnify, defend, and hold harmless Diligence Ready and its officers, directors, employees, and affiliates from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or closely tied to: (a) your breach of these Terms, (b) your Customer Data, or (c) your violation of any applicable corporate or securities law.
9.2 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DILIGENCE READY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES.
OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO DILIGENCE READY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
10. Governing Law and Dispute Resolution
10.1 Governing Law
These Terms and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
10.2 Arbitration Agreement
Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, shall be settled by binding arbitration administered by the American Arbitration Association (AAA) or JAMS in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
11. Miscellaneous
- Entire Agreement: These Terms constitute the complete and exclusive agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements.
- Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
- Modifications: We may update these Terms from time to time. If we make material changes, we will notify you by email or via a prominent notification on the platform. Your continued use of the Services after the effective date of modified terms signifies your acceptance.
Contact Information: For any questions regarding these Terms, please contact us at legal@diligenceready.com.