Terms of Service

2. Platform Nature and Purpose

2.1 Social Networking Platform

DFX operates as a professional social networking platform that connects capital professionals, including investors, founders, fund managers, family offices, lenders, and service providers. The Platform facilitates networking, communication, and information sharing among professionals in the capital markets community.

2.2 User-Generated Content

All deals, listings, profiles, messages, documents, and other content displayed on the Platform ("User Content") are created and submitted by third-party users, NOT by DFX. DFX is a neutral host platform that enables users to share information for networking and educational purposes.

DFX DOES NOT OWN, SPONSOR, REPRESENT, VERIFY, VALIDATE, OR ENDORSE ANY DEALS, USERS, OR USER CONTENT ON THE PLATFORM. The presence of any deal or user on the Platform does not constitute a recommendation, endorsement, or representation by DFX of any kind.

2.3 Educational and Informational Purposes Only

ALL PLATFORM FEATURES, TOOLS, CONTENT, AI-GENERATED OUTPUTS, DATA, AND SERVICES ARE PROVIDED FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY.

Nothing on the Platform constitutes, or should be construed as:

• Investment advice, recommendation, or solicitation
• Legal advice or legal representation
• Tax advice or tax preparation services
• Financial planning or wealth management services
• Accounting, auditing, or fiduciary services
• Compliance advice, regulatory guidance, or legal opinions
• Due diligence, verification, or validation services
• A recommendation to buy, sell, or hold any security or investment

2.4 Feature-Specific Educational Purpose

Without limiting the generality of the foregoing, the following features are expressly provided for educational and informational purposes only:

• Deal Listings: User-generated content displayed for networking purposes. DFX does not represent deals in any way.
• AI Intelligence & Copilot: Algorithmic outputs for educational exploration that may contain errors, omissions, and inaccuracies.
• Financial Calculators & Tools: Illustrative models based on assumptions and user inputs that may not reflect real-world conditions.
• Compliance Tools: Informational screening aids that do not constitute compliance services, legal opinions, or regulatory advice.
• Market Data & Research: Third-party data provided "as is" that may be delayed, incomplete, or inaccurate.
• DFX Academy: General educational content that does not confer professional credentials or qualifications.
• Family Office, Lender, & Fund Manager Tools: Educational frameworks that do not replace professional services.

2.5 Independent Professional Advice Required

YOU MUST CONSULT QUALIFIED LEGAL, TAX, FINANCIAL, AND OTHER PROFESSIONAL ADVISORS BEFORE MAKING ANY INVESTMENT, BUSINESS, OR LEGAL DECISION. DFX IS NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE. ANY RELIANCE ON PLATFORM CONTENT IS AT YOUR SOLE RISK.

3. Assumption of Risk

3.1 Investment Risk Acknowledgment

You acknowledge and agree that:

• Private investments are speculative, illiquid, and involve substantial risk of total loss of capital
• Past performance of any investment, deal sponsor, or fund manager is not indicative of future results
• Financial projections, pro formas, and forward-looking statements are inherently uncertain and may differ materially from actual results
• Market conditions, regulations, and economic factors may change without notice and adversely affect investments
• You may not be able to liquidate investments when desired or at favorable prices
• Information provided by deal sponsors and other users may be incomplete, inaccurate, or misleading
• DFX has no obligation to verify any information and makes no representations regarding accuracy

3.2 Platform Use Risks

You assume all risks associated with:

• Using AI-generated content, including errors, hallucinations, and inaccuracies in analysis
• Relying on financial calculators and tools that use simplifying assumptions
• Interacting with other users, including potential fraud, misrepresentation, or disputes
• Third-party service integrations (email, calendar, banking, video) that may experience failures, data loss, or security incidents
• Network and server outages that may prevent access at critical times
• Data breaches or unauthorized access despite reasonable security measures
• Reliance on compliance screening tools that may not reflect current regulations

3.3 Voluntary Participation and Express Assumption

Your use of the Platform is entirely voluntary. By using the Platform, you voluntarily assume all risks described herein and release DFX from any claims arising from such risks.

YOU EXPRESSLY ASSUME THE RISK OF ANY LOSS, DAMAGE, OR INJURY (INCLUDING TOTAL FINANCIAL LOSS) RESULTING FROM YOUR USE OF THE PLATFORM, RELIANCE ON PLATFORM CONTENT, INTERACTIONS WITH OTHER USERS, OR ANY INVESTMENT DECISION MADE IN CONNECTION WITH YOUR USE OF THE PLATFORM.

4. No Fiduciary Duty

4.1 No Fiduciary Relationship

DFX IS NOT YOUR FIDUCIARY. No fiduciary, advisory, or agency relationship is created between you and DFX by virtue of your use of the Platform. DFX owes you no duty of loyalty, duty of care, or other fiduciary obligation.

4.2 Arm's Length Relationship

Your relationship with DFX is strictly arm's length and commercial in nature. DFX is a technology platform provider, not an advisor, partner, or agent. DFX has no obligation to act in your best interest and may have interests that conflict with yours.

4.3 No Duty to Recommend

DFX has no duty to recommend any particular deal, investment, user, or course of action. The display, organization, ranking, scoring, or highlighting of any content on the Platform does not constitute a recommendation or endorsement.

4.4 Conflicts of Interest

DFX and its affiliates, employees, and service providers may have financial interests in companies, deals, or investments displayed on the Platform. DFX has no obligation to disclose such interests to you.

4.5 Independent Decision-Making

You acknowledge that you must make all investment, business, and legal decisions independently. You will not rely on DFX to act as your fiduciary, advisor, or representative in any capacity.

5. No Duty to Monitor or Verify

5.1 No Monitoring Obligation

DFX HAS NO DUTY TO MONITOR USER CONTENT, DEAL LISTINGS, USER ACTIVITY, OR COMMUNICATIONS ON THE PLATFORM. While DFX may review content in its discretion, DFX is under no obligation to do so.

5.2 No Verification Responsibility

DFX does not verify and has no duty to verify:

• The accuracy, completeness, or truthfulness of deal information
• The identity, credentials, or qualifications of users
• The accreditation status or investor eligibility of users
• The legitimacy, legality, or viability of any investment opportunity
• The compliance of any deal with securities laws or regulations
• The accuracy of financial statements, projections, or pro formas
• The suitability of any investment for any user
• The integrity or honesty of user-to-user communications

5.3 Verification Features Are Optional Aids

Identity verification (via Stripe Identity), accreditation checks, and compliance screening are optional informational tools. Their availability does not create a duty to verify, and their use does not guarantee accuracy, legitimacy, or compliance.

5.4 User-Generated Content Responsibility

All user-submitted content (including deal listings, profiles, messages, documents, and data room files) is the sole responsibility of the submitting user. DFX is not liable for any user-generated content and does not adopt, endorse, verify, or validate such content.

5.5 Third-Party Content and Data

Content sourced from third parties (SEC filings, market data, news, economic indicators, AI providers) is provided "as is" from third-party sources. DFX has no duty to verify third-party data and is not responsible for errors, omissions, delays, or inaccuracies.

6. Platform Description and Features

6.1 What DFX Provides

DFX is a professional social networking platform that connects capital professionals for networking and educational purposes. The Platform displays user-generated deal listings and provides educational tools for informational exploration. The Platform provides:

• Deal Marketplace: A searchable database of investment opportunities across asset classes including Private Equity, Venture Capital, Real Estate, Debt, M&A, Business Listings, and Fund investments
• Geographic Discovery: Interactive map-based browsing of deals by location
• Pipeline Management: Tools to track deal engagement, diligence, closing status, and private deal pipelines
• People Map: Optional location-based networking feature connecting capital professionals
• Travel Mode: Feature allowing Members to share travel plans for networking opportunities
• Networking Channels: Exclusive communication channels for opted-in Members
• Networks: Curated communities and syndicates for specialized deal flow, including university alumni networks and industry-specific groups
• Messaging and Team Chat: Direct, group, and team communication between Members, including network broadcasts
• Referral Program: Rewards for referring new members, including Stripe billing credits
• EDGAR Intelligence: Access to SEC Form D filings data for market research, updated daily from public SEC sources
• Intelligence Briefs: AI-generated investment analysis reports for public companies (using SEC filings) and private companies (using website and documentation analysis)
• SEC Intelligence: Company research tools including filing analysis, 13F holdings, Form 4 insider trading, 8-K event monitoring, and industry trends
• Macro Intelligence: Economic indicators and anomaly detection using Federal Reserve (FRED) data
• Investor Intelligence: AI-generated deal analysis including industry context, macro factors, second-order effects, and investment considerations
• Morning and Daily Briefs: Automated personalized intelligence digests delivered on a scheduled basis
• AI Copilot: AI-powered chat assistant for deal analysis, research, and contextual intelligence
• Identity Verification: Optional identity verification service using Stripe Identity for enhanced trust and verification badges
• Conference Management: Tools for organizing and managing investment conferences, including speaker management, session scheduling, venue coordination, and live operations
• DFX Academy: Interactive educational platform with learning tracks, courses, lessons, and practical exercises covering real estate, venture capital, acquisitions, and deal analysis
• Global News Hub: Curated financial news and market intelligence from global sources
• Attendee & Speaker Portals: Dedicated portals for conference participants to view schedules, access materials, and manage their participation
• Financial Calculators and Tools: Real estate pro forma generator, cap rate calculator, LOI generator, rent roll analyzer, LBO calculator, deal scorer, venture cap table builder, investment model, and other analytical tools
• Family Office Platform: Entity management, estate planning, wealth tracking, philanthropy management, and multi-generational governance tools
• Lender Portal: Loan origination, servicing, portfolio management, covenant monitoring, and risk analytics
• Founder Tools: Pitch deck analyzer, financial projections, cap table management, investor matching, closing workflows, and founder accounting
• Fund Manager Portal: Fund accounting, waterfall modeling, LP portal, capital calls, distributions, and investor relations tools
• Video Conferencing: Video rooms for meetings, deal discussions, and virtual data room presentations
• Email and Calendar Integration: OAuth-based sync with Gmail and Outlook for email and calendar management within the Platform
• Virtual Data Room: Secure document management with access controls, version tracking, and deal-specific document sharing
• E-Signatures: Electronic signature capabilities via DocuSign integration
• Booking and Scheduling: Customizable booking pages for member-to-member meeting scheduling
• Intern Portal: Educational and professional development programs for interns, including cohort management, challenges, and mentorship
• Marketplace: Directory of professional service providers for the capital community
• Organizations and Workspaces: Team accounts with shared pipelines, calculations, and collaborative features
• Banking Integration: Plaid-powered bank account connections for founder accounting and financial analysis
• Contact Exchange: QR code-based contact sharing at events and meetings
• Gamification: Points, streaks, leaderboards, badges, and seasonal competitions to reward platform engagement
• Push Notifications: Real-time browser and mobile alerts for deals, events, messages, and market intelligence
• Compliance Screening: Automated OFAC and sanctions screening for entities on the Platform
• Philanthropy: Charitable cause tracking, giving strategies, and impact measurement
• Real Estate Market Intelligence: Global property price trends, FRED economic indicators for real estate, and curated real estate news
• Global Market Data: Stock quotes, crypto market data, central bank rates, and economic indicators

6.2 AI-Generated Intelligence Disclaimer

6.3 What DFX Is NOT

DFX IS NOT AND DOES NOT OPERATE AS:

• A broker-dealer registered with the Securities and Exchange Commission (SEC) or any state securities regulator
• An investment adviser registered under the Investment Advisers Act of 1940
• A funding portal registered under the JOBS Act or Regulation Crowdfunding
• An exchange or alternative trading system
• A transfer agent, custodian, or escrow agent
• A party to any investment transaction between Users
• A bank, trust company, or financial institution
• A fund administrator, auditor, or compliance officer
• An attorney, accountant, or tax advisor

6.4 No Investment Advice

DFX DOES NOT PROVIDE INVESTMENT ADVICE. Nothing on the Platform constitutes a recommendation, endorsement, or solicitation to buy, sell, or hold any security or investment. All information provided is for informational purposes only. You should consult with qualified legal, tax, and financial advisors before making any investment decision.

6.5 No Guarantees

DFX MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING:

• The accuracy, completeness, or reliability of any deal information
• The quality, legality, or viability of any investment opportunity
• The identity, qualifications, or creditworthiness of any User
• The success or profitability of any investment
• The completion of any transaction between Users
• The accuracy of financial calculations, projections, or models generated by Platform tools
• The accuracy or completeness of any market data, economic indicators, or global market information

7. Eligibility and Registration

7.1 Age Requirement

You must be at least 18 years of age to use the Platform. By using the Platform, you represent and warrant that you are at least 18 years old.

7.2 Accredited Investor Status

CERTAIN FEATURES OF THE PLATFORM ARE AVAILABLE ONLY TO ACCREDITED INVESTORS.

• Many investment opportunities listed on the Platform are offered pursuant to exemptions from securities registration that require investors to be "accredited investors" as defined under Rule 501 of Regulation D of the Securities Act of 1933.
• If you indicate that you are an accredited investor, you represent and warrant that you meet one or more of the criteria specified in Rule 501(a).
• DFX may request documentation to verify your accredited investor status and reserves the right to restrict access to certain deals pending verification.
• Falsely representing your accredited investor status is a violation of federal securities laws and these Terms.

7.3 Account Registration

To access certain features, you must create an account. When registering, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your information
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized access or security breach
• Use only one account per individual or entity

7.4 User Types

The Platform supports multiple user types with different privileges:

• Capital Providers: Investors seeking deal flow and investment opportunities
• Capital Raisers: Founders, sponsors, and issuers listing investment opportunities
• Advisors/Service Providers: Professionals offering services to the capital community
• Network Administrators: Managers of curated investment networks and communities
• Fund Managers: Managers of investment funds using fund administration tools
• Lenders: Lending institutions and individuals using loan origination and servicing tools
• Family Office Principals: Family office professionals managing multi-generational wealth

8. Deals and Investment Opportunities

8.1 Deal Listings Are User-Generated Content

Investment opportunities ("Deals") displayed on the Platform are user-generated content submitted by third-party Capital Raisers for networking and educational purposes. DFX has no relationship with deal sponsors other than as a social network host. DFX does not own, sponsor, or represent any deals in any way. DFX does not:

• Verify the accuracy of Deal information
• Conduct due diligence on Deals or Deal sponsors
• Guarantee the legitimacy of any investment opportunity
• Endorse or recommend any Deal
• Assume any liability for Deal outcomes

8.2 Deal Submission Requirements

If you submit a Deal to the Platform, you represent and warrant that:

• All information is accurate, complete, and not misleading
• You have all necessary authority to list the Deal
• The Deal complies with all applicable securities laws
• You have proper exemptions from securities registration
• You will promptly update information that becomes inaccurate
• You will respond to investor inquiries in good faith

8.3 Deal Review

DFX reserves the right, but has no obligation, to review, approve, reject, or remove any Deal at our sole discretion. Our review is for Platform quality purposes only and does not constitute verification, endorsement, or due diligence.

8.4 Your Investment Decisions

YOU ARE SOLELY RESPONSIBLE FOR:

• Conducting your own due diligence on any Deal
• Evaluating the merits and risks of any investment
• Consulting qualified professional advisors
• Making independent investment decisions
• Bearing all risks associated with your investments

9. People Map and Location-Based Features

9.1 Opt-In Requirement

People Map is an optional feature. By default, your location is not visible to other Members. You must affirmatively opt in to participate.

9.2 30-Day Minimum Commitment

IMPORTANT: BY OPTING INTO PEOPLE MAP, YOU AGREE TO A MINIMUM 30-DAY VISIBILITY PERIOD.

• You cannot opt out during the initial 30-day period
• After 30 days, you may opt out at any time
• A 7-day cooldown period applies before you can re-enroll after opting out
• Maximum 4 opt-out/re-enrollment cycles per year

This commitment exists to prevent abuse and ensure a quality networking experience for all participants.

9.3 Reciprocal Visibility

Only Members who have opted into People Map can view other opted-in Members' locations. This ensures fair value exchange among participants.

9.4 Travel Mode

Travel Mode allows you to share upcoming travel plans. By using Travel Mode, you agree to:

• Provide accurate travel information
• Abide by limits: maximum 90 travel days per 180-day period
• Maximum 3 concurrent travel locations
• Trip duration: 1-30 days per entry
• Advance booking: up to 180 days in the future

9.5 Work Address Display

People Map displays your work address (city, state, country) as entered in your profile—not GPS or device location tracking. You must enter a work address before opting into People Map. The address you enter will be geocoded to display your approximate location on the map.

9.6 Location Data Accuracy

You agree to provide accurate location information. Intentionally providing false location data to deceive other Members is a violation of these Terms and may result in account termination.

9.7 Exclusive Channels

Opted-in People Map Members gain access to exclusive networking channels. These channels are subject to our community guidelines and acceptable use policies.

10. Identity Verification

10.1 Optional Verification Service

DFX offers optional identity verification through our third-party provider, Stripe Identity. Verification is not required to use the Platform but may unlock additional features and display a verification badge on your profile.

10.2 Verification Process

By opting into identity verification, you agree to:

• Provide accurate personal information including your legal name and date of birth
• Submit a valid government-issued photo identification document
• Submit photographs or live captures of yourself for identity matching
• Allow Stripe to process your verification data according to their privacy policy
• Pay the applicable verification fee, which is non-refundable once the verification process begins

10.3 Data Processing

Identity verification is performed by Stripe, Inc., a third-party service provider. By using this feature, you acknowledge that:

• Your identity documents and biometric data will be processed by Stripe according to their Identity verification privacy policy
• DFX receives only the verification status (verified, pending, or failed) and does not store your identity documents
• You consent to Stripe's collection and processing of sensitive personal data for verification purposes
• Verification results are final; disputes must be directed to Stripe

10.4 Verification Limitations

IMPORTANT LIMITATIONS:

• Identity verification confirms only that a user's identity documents match their submitted information
• Verification does NOT constitute endorsement, background check, or due diligence by DFX
• Verification does NOT guarantee the trustworthiness, creditworthiness, or legitimacy of any user
• You should still conduct independent due diligence on all users, regardless of verification status
• DFX is not liable for any losses resulting from reliance on another user's verified status

10.5 Fees and Refunds

Identity verification requires a one-time fee. Once you initiate the verification process and submit your documents, the fee is non-refundable, regardless of the verification outcome. Failed verifications may be retried by purchasing a new verification attempt.

11. Conference Management

11.1 Conference Features

The Platform provides conference management tools for investment events, including speaker management, session scheduling, venue coordination, attendee registration, and live operations support.

11.2 Event Organizer Responsibilities

If you organize a conference using DFX, you agree to:

• Provide accurate event information including dates, venues, and agenda
• Comply with all applicable laws regarding events, securities presentations, and public gatherings
• Obtain necessary permissions and releases from speakers and presenters
• Ensure that any investment-related presentations comply with securities laws
• Maintain appropriate insurance and liability coverage for your events
• Handle attendee data in accordance with applicable privacy laws

11.3 Speaker and Presenter Terms

If you participate as a speaker or presenter at a DFX-managed conference, you agree to:

• Provide accurate biographical and professional information
• Deliver presentations that do not violate securities laws or mislead attendees
• Grant event organizers and DFX the right to record and distribute your presentations as agreed
• Abide by the event code of conduct and professional standards

11.4 Attendee Terms

By registering for or attending conferences through the Platform, you agree to:

• Provide accurate registration information
• Abide by event rules and code of conduct
• Understand that presentations are for informational purposes and do not constitute investment advice
• Assume all risks associated with event attendance
• Consent to photography, video recording, and use of your likeness for event promotion as disclosed by organizers

11.5 DFX's Role

DFX provides conference management tools but is not the organizer of third-party events. DFX does not:

• Guarantee the accuracy of event information provided by organizers
• Verify the credentials or qualifications of speakers or presenters
• Assume liability for event outcomes, speaker statements, or attendee conduct
• Provide refunds for third-party event tickets or registrations

12. DFX Academy and Educational Content

12.1 Academy Overview

DFX Academy provides interactive educational content including learning tracks, courses, lessons, exercises, and assessments covering investment topics such as real estate analysis, venture capital, acquisitions, and deal evaluation.

12.2 Educational Purpose Disclaimer

12.3 User Responsibilities

When using DFX Academy, you agree to:

• Use course materials for personal educational purposes only
• Not redistribute, resell, or share course content without authorization
• Submit your own work for exercises and assessments (no plagiarism)
• Understand that exercise scores and progress tracking are for self-assessment only
• Not rely solely on Academy content for real-world investment decisions

12.4 Intellectual Property

All Academy content, including course materials, videos, exercises, and assessments, is owned by DFX and protected by copyright. You receive a limited, non-exclusive, non-transferable license to access and use the content for personal educational purposes only.

12.5 Certificates and Progress

DFX may issue certificates of completion or track learning progress. These certificates are for personal recognition only and do not constitute professional credentials, licenses, or qualifications. Employers, regulators, and third parties may not recognize these certificates.

13. Financial Tools and Calculators

13.1 Available Tools

The Platform provides various financial analysis tools including:

• Real Estate Tools: Pro Forma Generator, Cap Rate Calculator, LOI Generator, Rent Roll Analyzer, and Market Trends dashboard
• Venture Capital Tools: Cap Table Builder with scenario modeling, Investment Model, and Dilution Calculator
• Acquisitions Tools: LBO Calculator and Deal Scorer for target evaluation
• Market Intelligence: Global market data, stock quotes, crypto data, FRED economic indicators, and central bank rate tracking

13.2 Tool Disclaimers

13.3 Saved Calculations

You may save calculations for personal use. Calculations shared within an Organization are visible to authorized team members. You are responsible for the accuracy and appropriateness of any calculations you share.

14. Family Office Platform

14.1 Family Office Features

The Family Office Platform provides tools for multi-generational wealth management including:

• Entity management with multi-level hierarchies and beneficial ownership tracking
• Asset tracking across public equity, fixed income, private equity, venture capital, hedge funds, real estate, private credit, digital assets, and collectibles
• Estate planning, succession strategies, and wealth transfer tools
• Philanthropy management including giving strategies, cause tracking, and impact measurement
• Governance frameworks and family member management
• Performance reporting, allocation analysis, and liquidity tracking
• Lifestyle management including properties, collections, and staff management

14.2 Family Office Disclaimers

IMPORTANT:

• Family Office tools are not a substitute for professional estate planning, tax advisory, legal counsel, or fiduciary services.
• DFX does not serve as a trustee, fiduciary, executor, or legal representative for any family office.
• All estate planning, tax, and legal decisions should be made in consultation with qualified professionals.
• DFX does not verify the accuracy of asset valuations, entity structures, or beneficiary designations entered by users.
• You remain solely responsible for all fiduciary obligations, regulatory compliance, and governance decisions.

15. Lender Portal

15.1 Lender Features

The Lender Portal provides tools for lending institutions and professionals including:

• Loan origination workflows and pipeline management
• Portfolio management, servicing, and payment tracking
• Covenant monitoring and compliance tracking
• Risk analytics, credit metrics, and CECL (Current Expected Credit Losses) modeling
• Deal screening and pricing tools

15.2 Lender Disclaimers

IMPORTANT:

• Lender tools are for analytical purposes only and do not guarantee regulatory compliance.
• CECL models and risk analytics are estimates based on user inputs and general assumptions—they are not audited financial statements.
• DFX does not originate, fund, or service loans. All lending decisions and regulatory compliance remain the sole responsibility of the lender.
• You must independently verify all borrower information and comply with applicable lending regulations.

16. Founder Tools and Fundraising

16.1 Founder Features

The Platform provides tools for founders and capital raisers including:

• Pitch Deck Analyzer: AI-powered scoring and feedback on pitch presentations
• Financial Projections: Revenue model builders for SaaS, marketplace, e-commerce, services, and hardware businesses
• Cap Table Management: Share class tracking, dilution analysis, and exit scenario modeling
• Investor Matching: AI-powered matching with potential investors based on investment thesis and preferences
• Closing Workflows: Document generation, cap table updates, and post-close checklists
• Founder Accounting: Expense tracking, bank account connections (via Plaid), and financial management tools
• Investor Updates: Templated communications and milestone tracking for investor relations

16.2 Founder Tool Disclaimers

IMPORTANT:

• DFX does not provide investment banking, underwriting, or placement agent services.
• AI-generated pitch analysis, investor matching, and scoring are informational only and do not guarantee fundraising success.
• Cap table management tools are for informational and planning purposes—you should verify all equity records with your legal counsel.
• Financial projections generated by Platform tools are estimates and should not be presented to investors as audited financials.
• Banking connections via Plaid are governed by Plaid's terms of service. DFX does not access your banking credentials directly.

17. Fund Manager and Investor Relations

17.1 Fund Manager Features

The Platform provides tools for fund managers including:

• Fund accounting, waterfall modeling, and distribution calculations
• LP Portal for investor communications, capital calls, and reporting
• Investor relations pipeline and participation tracking
• Fund onboarding and subscription document management

17.2 Fund Manager Disclaimers

IMPORTANT:

• DFX does not serve as a fund administrator, transfer agent, or auditor.
• Waterfall calculations and distribution models are estimates based on user-defined parameters. You must verify all calculations with your fund administrator and auditors.
• Fund managers remain solely responsible for compliance with the Investment Company Act, Investment Advisers Act, and all applicable fund regulations.
• LP communications sent through the Platform do not satisfy regulatory filing requirements.

18. Video Conferencing and Recordings

18.1 Video Room Features

The Platform provides video conferencing capabilities powered by Daily.co for meetings, deal discussions, and virtual data room presentations. Features include video calls, screen sharing, and recording capabilities.

18.2 Recording Consent

IMPORTANT:

• Video rooms may be recorded. By joining a video room, you consent to the recording of your audio, video, screen shares, and chat messages.
• Recordings may be transcribed and analyzed using AI services for meeting summaries and action items.
• The meeting host controls recording settings. You will be notified when recording is active.
• You are responsible for ensuring that your participation in recorded sessions complies with applicable laws in your jurisdiction.

18.3 Content Responsibility

You are solely responsible for all content you share during video sessions, including screen-shared materials and presentations. Do not share confidential, proprietary, or regulated information unless all participants are authorized to receive it.

19. Email and Calendar Integration

19.1 Integration Features

The Platform offers OAuth-based integration with Gmail (Google) and Outlook (Microsoft) for email sync, calendar sync, and scheduling. By connecting your email or calendar, you authorize DFX to:

• Read, sync, and display your email messages and threads within the Platform
• Send emails on your behalf through the Platform interface
• Read and sync your calendar events, availability, and meeting details
• Use email and calendar data to provide relationship context and networking intelligence

19.2 User Controls

You may revoke email or calendar access at any time through your account settings or through your Google/Microsoft account. Revoking access will stop future syncing but previously synced data will be retained according to our Privacy Policy.

19.3 Third-Party Terms

Email and calendar integrations are subject to the terms and policies of Google and Microsoft respectively. DFX's use of Google APIs complies with Google's Limited Use Policy. DFX's use of Microsoft Graph APIs complies with Microsoft's API Terms.

20. AI Copilot and Automated Intelligence

20.1 AI Copilot

The AI Copilot is a chat-based assistant powered by third-party AI providers (Anthropic and OpenAI) that provides contextual intelligence, deal analysis, research assistance, and document analysis. By using the AI Copilot, you acknowledge that:

• Your queries and uploaded documents are sent to third-party AI providers for processing
• AI responses are generated algorithmically and may contain errors or inaccuracies
• AI Copilot does not provide investment advice, legal advice, or professional guidance
• Conversations may be stored for quality improvement and feature development

20.2 Morning and Daily Briefs

The Platform generates automated intelligence digests (Morning Briefs and Daily Briefs) personalized to your investment preferences, watchlists, and portfolio. These briefs are generated using AI and are subject to the same disclaimers as all AI-generated intelligence on the Platform.

20.3 Document Intelligence

The Platform can analyze uploaded documents (pitch decks, financial statements, term sheets) using AI. Documents submitted for analysis may be processed by third-party AI providers. You represent that you have the right to submit any document for analysis and that doing so does not violate any confidentiality agreements or third-party rights.

21. Virtual Data Room and E-Signatures

21.1 Virtual Data Room

The Platform provides virtual data room capabilities for secure document sharing during deal processes. Features include document upload, categorization, version tracking, access controls, and activity logging.

• Deal sponsors control document access levels (Public, Engaged, Approved, Private)
• Document access is logged and auditable
• You agree not to download, copy, or redistribute data room documents without authorization from the document owner
• DFX does not review or verify the accuracy of documents uploaded to data rooms

21.2 E-Signatures

The Platform integrates with DocuSign for electronic signature capabilities. By using e-signature features, you agree that:

• Electronic signatures have the same legal effect as handwritten signatures under applicable law
• You are responsible for reviewing all documents before signing
• DFX is not a party to any agreement executed through the Platform
• E-signature processing is subject to DocuSign's terms and privacy policy

22. Intern Portal

22.1 Intern Program

The Intern Portal provides educational and professional development programs for interns, including cohort-based learning, challenges, mentorship matching, leaderboards, and controlled access to Platform features.

22.2 Intern Terms

• All intern participants must be at least 18 years of age
• Intern access to deal flow and Platform features is controlled and limited by program administrators
• Intern content, submissions, and challenge responses may be reviewed by program administrators and mentors
• Leaderboard rankings, badges, and points have no monetary value
• Completion of the intern program does not guarantee employment, professional credentials, or investment opportunities
• Intern program administrators are responsible for compliance with applicable employment and education laws

23. Marketplace and Service Directory

23.1 Service Listings

The Platform includes a marketplace of professional service providers. Service listings are submitted by third-party providers, not by DFX.

23.2 DFX's Role

• DFX does not verify, endorse, or guarantee the quality, accuracy, or legality of any listed service
• DFX is not a party to any transaction between users and service providers
• Disputes between users and service providers must be resolved directly between the parties
• Ratings and reviews reflect the opinions of individual users and are not endorsements by DFX

24. Organizations and Workspaces

24.1 Organization Accounts

The Platform supports team and organization accounts with shared features including shared pipelines, calculations, contacts, and collaborative workspaces.

24.2 Organization Terms

• Organization administrators control member access, permissions, and shared data visibility
• Data shared within an organization is accessible to authorized team members based on their assigned roles
• Organization administrators are responsible for managing member access and ensuring compliance with applicable laws
• When a member leaves an organization, their access to shared organizational data is revoked. Personal account data remains with the individual.
• DFX is not responsible for internal data governance decisions made by organization administrators

25. Banking and Financial Integrations

25.1 Plaid Integration

The Platform integrates with Plaid to enable bank account connections for founder accounting and financial analysis features. By connecting a bank account, you authorize DFX and Plaid to access your financial data as specified during the connection process.

25.2 Banking Terms

• DFX does not access your banking credentials directly—all authentication is handled by Plaid
• Financial data is used solely for the features you enable (accounting, cash flow analysis, financial projections)
• You may disconnect your bank account at any time through your account settings
• Plaid's data handling is governed by Plaid's privacy policy and terms of service
• DFX is not a bank, financial institution, or money transmitter

26. Booking and Scheduling

The Platform provides booking pages that allow Members to schedule meetings with other Members. By using booking features, you agree that:

• Your availability is derived from connected calendar data and user-configured settings
• Meeting confirmations and reminders may be sent via email and push notifications
• You are responsible for honoring scheduled meetings or canceling with reasonable notice
• DFX is not responsible for the conduct or availability of other Members during scheduled meetings

27. Gamification and Rewards

27.1 Gamification System

The Platform includes a gamification system with points, streaks, leaderboards, badges, and seasonal competitions designed to encourage productive engagement.

27.2 Gamification Terms

• Points, badges, and leaderboard rankings have no monetary value and cannot be exchanged for cash
• DFX reserves the right to modify, suspend, or discontinue any aspect of the gamification system at any time without prior notice
• Attempts to manipulate points, streaks, or leaderboard rankings through automated or fraudulent means will result in account action
• Rewards (such as feature unlocks or subscription upgrades) earned through gamification are subject to availability and may be modified at DFX's discretion

28. Compliance Tools and Regulatory Screening

28.1 Compliance Engine Overview

The Platform includes a comprehensive global compliance engine that provides informational screening across multiple regulatory frameworks:

• Jurisdiction detection and resolution for 50+ countries across Americas, Europe, Middle East, Asia Pacific, and Africa
• Regulatory framework evaluation including SEC (506(b), 506(c), Reg A, Reg S, 144A), UK FCA, EU MiFID II/AIFMD, and regional regulators
• AML/KYC screening and risk assessment capabilities
• OFAC, UN, and OpenSanctions database screening
• FATF grey list and blacklist monitoring
• Investor category classification (Accredited, Qualified Purchaser, Professional, Retail) across jurisdictions
• GDPR data processing compliance tools
• Audit logging of compliance activities

28.2 CRITICAL DISCLAIMER: COMPLIANCE TOOLS ARE INFORMATIONAL AIDS ONLY

28.3 User Compliance Obligations

You represent, warrant, and covenant that you will:

• Maintain your own independent compliance program
• Consult qualified legal counsel for all compliance advice
• Not rely solely on Platform screening for regulatory compliance
• Comply with all applicable laws, regulations, and sanctions requirements regardless of Platform screening results
• Promptly notify DFX of any suspected compliance screening errors
• Understand that compliance check results are snapshots in time and may become outdated

28.4 Disclaimer of Compliance Responsibility

DFX EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR YOUR REGULATORY COMPLIANCE. Your use of compliance tools does not transfer compliance responsibility to DFX. You assume all risk of regulatory non-compliance.

29. Platform Not a Party to Transactions

29.1 Social Marketplace Model

The Platform operates as a social networking technology marketplace that connects users. DFX IS NOT A PARTY TO ANY TRANSACTION BETWEEN USERS, including any investment, funding, lending, acquisition, partnership, or other business transaction.

29.2 No Transaction Liability

DFX has no liability for:

• The consummation or non-consummation of any transaction
• The terms, conditions, or performance of any investment or agreement
• The conduct of any deal sponsor, investor, founder, or other user
• Any disputes arising from user-to-user transactions
• Any breach of contract, fraud, misrepresentation, or misconduct by any user
• The quality, legality, viability, or profitability of any investment
• Any financial losses, including total loss of invested capital

29.3 Direct User Relationships

Any contractual relationship arising from Platform activity is directly between users. DFX is not a party to subscription agreements, operating agreements, investment contracts, NDAs, term sheets, or any other agreements between users.

29.4 No Intermediary Role

DFX does not act as an intermediary, escrow agent, broker, placement agent, finder, transfer agent, or fiduciary in any transaction. All negotiations, due diligence, closing activities, and post-closing matters are between users directly.

29.5 User-to-User Dispute Resolution

ANY DISPUTES BETWEEN USERS MUST BE RESOLVED BETWEEN THE PARTIES DIRECTLY. Users agree not to name DFX as a party, third-party defendant, or otherwise involve DFX in any dispute between users. You release DFX from all claims arising from disputes with other users.

30. Push Notifications and Alerts

The Platform offers push notifications via web browsers and mobile devices. By enabling push notifications, you consent to receive real-time alerts for:

• New deals matching your saved searches and preferences
• Event reminders and RSVP updates
• Messages and connection requests
• Market alerts, intelligence updates, and morning brief availability
• Gamification milestones and leaderboard changes

You may disable push notifications at any time through your account notification settings or browser/device settings.

31. User Conduct and Acceptable Use

31.1 General Standards

You agree to use the Platform in a professional, lawful, and respectful manner. You shall not:

• Violate any applicable laws, regulations, or third-party rights
• Provide false, misleading, or fraudulent information
• Impersonate any person or entity
• Harass, threaten, or abuse other Users
• Post or transmit spam, unsolicited promotions, or malware
• Attempt to circumvent security measures or access restrictions
• Scrape, crawl, or extract data from the Platform without permission
• Interfere with Platform operations or other Users' access
• Use the Platform for any illegal purpose, including securities fraud
• Solicit Users for purposes unrelated to legitimate investment activities
• Use automated tools or bots to manipulate gamification systems, leaderboards, or engagement metrics

31.2 Securities Law Compliance

You acknowledge that securities offerings are subject to federal and state securities laws. You agree to:

• Comply with all applicable securities laws and regulations
• Not engage in general solicitation unless permitted by applicable exemptions
• Not make untrue statements or omit material facts
• Not engage in market manipulation or fraudulent conduct

31.3 User Content

You are solely responsible for all content you submit, post, or transmit through the Platform ("User Content"), including messages, documents, video recordings, and data room uploads. You represent that your User Content does not violate any law, infringe any third-party rights, or breach these Terms.

32. Intellectual Property

32.1 DFX Property

The Platform, including all software, design, text, graphics, logos, and other content (excluding User Content), is owned by DFX and protected by intellectual property laws. You may not:

• Copy, modify, or distribute Platform content without permission
• Reverse engineer or decompile any Platform software
• Use DFX trademarks without written authorization
• Create derivative works based on Platform content

32.2 License to User Content

By submitting User Content, you grant DFX a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, modify, display, and distribute your User Content in connection with operating and promoting the Platform. This license survives termination of your account.

32.3 Feedback

Any feedback, suggestions, or ideas you provide about the Platform become our property. We may use feedback without compensation or attribution to you.

33. Fees and Payment

33.1 Subscription Tiers

The Platform offers multiple subscription tiers (Free, Pro, Upper Echelon, and Inner Circle) with varying feature access and usage limits. Current pricing and feature details are available on the Platform.

33.2 Billing

Subscription fees are billed in advance on a recurring basis (monthly or annually). You authorize us to charge your payment method automatically. All fees are non-refundable unless otherwise stated.

33.3 Taxes

You are responsible for all applicable taxes. Fees are exclusive of taxes unless stated otherwise.

33.4 Referral Credits

Referral program credits are applied as Stripe billing credits and have no cash value. Credits expire according to the referral program terms displayed on the Platform. DFX reserves the right to modify or discontinue the referral program at any time.

34. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DFX DISCLAIMS ALL WARRANTIES, INCLUDING:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES REGARDING ACCURACY, RELIABILITY, OR COMPLETENESS OF PLATFORM CONTENT
• WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE
• WARRANTIES REGARDING ANY DEAL, INVESTMENT, OR USER
• WARRANTIES REGARDING THE ACCURACY OF FINANCIAL CALCULATIONS, AI-GENERATED ANALYSIS, OR MARKET DATA
• WARRANTIES REGARDING THIRD-PARTY INTEGRATIONS, EMAIL/CALENDAR SYNC ACCURACY, OR VIDEO SERVICE AVAILABILITY

DFX DOES NOT WARRANT THE QUALITY, ACCURACY, OR LEGALITY OF ANY DEAL OR THE ABILITY OF ANY USER TO COMPLETE A TRANSACTION.

35. Limitation of Liability

35.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DFX, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, BUSINESS, OR ANTICIPATED SAVINGS
• LOSS OF DATA, GOODWILL, OR REPUTATION
• COST OF SUBSTITUTE GOODS OR SERVICES

REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF DFX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

35.2 No Liability for Investment Losses

DFX SHALL HAVE NO LIABILITY FOR INVESTMENT LOSSES OF ANY KIND, INCLUDING BUT NOT LIMITED TO:

• TOTAL LOSS OF INVESTED CAPITAL
• UNREALIZED GAINS OR LOSSES
• LOST INVESTMENT OPPORTUNITIES OR FAILED TRANSACTIONS
• FRAUDULENT DEALS OR SPONSORS
• MISREPRESENTATIONS BY OTHER USERS
• CHANGES IN MARKET CONDITIONS OR ECONOMIC FACTORS
• REGULATORY CHANGES AFFECTING INVESTMENTS
• ANY LOSSES RESULTING FROM DEALS DISPLAYED ON THE PLATFORM

YOU EXPRESSLY ACKNOWLEDGE THAT DFX DOES NOT REPRESENT ANY DEALS ON THE PLATFORM AND YOU ASSUME ALL RISK OF INVESTMENT LOSS.

35.3 Specific Liability Exclusions

WITHOUT LIMITING THE FOREGOING, DFX SHALL HAVE NO LIABILITY FOR:

• USER CONDUCT: Any fraud, misrepresentation, or misconduct by other users, including deal sponsors
• AI OUTPUTS: Any errors, omissions, or inaccuracies in AI-generated content, including Intelligence Briefs, Copilot responses, Deal Scores, or automated analysis
• COMPLIANCE FAILURES: Any regulatory violations, penalties, or enforcement actions arising from your reliance on compliance tools
• THIRD-PARTY FAILURES: Any failures, errors, or data loss in third-party integrations including email sync, calendar sync, banking connections, video conferencing, or e-signatures
• USER INTERACTIONS: Any disputes, claims, or damages arising from your interactions with other users
• MARKET DATA: Any errors, omissions, or delays in SEC filings, market data, economic indicators, or other third-party data
• CALCULATOR OUTPUTS: Any financial calculator, projection, model, or analytical output

35.4 Aggregate Liability Cap

IN NO EVENT SHALL DFX'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE PLATFORM OR THESE TERMS EXCEED THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO DFX IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

35.5 Jurisdictional Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, DFX'S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

35.6 Basis of Bargain

THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS IN THESE TERMS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND DFX AND ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND DFX. DFX WOULD NOT PROVIDE THE PLATFORM TO YOU WITHOUT THESE LIMITATIONS.

36. Indemnification

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS DFX AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND LICENSORS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING FROM:

• Your use of the Platform
• Your User Content
• Your violation of these Terms
• Your violation of any law or third-party rights
• Any Deal you submit or investment you make through the Platform
• Any dispute between you and another User
• Your false or misleading statements
• Your use of email, calendar, banking, or other third-party integrations through the Platform
• Content shared during video conferencing sessions
• Documents uploaded to virtual data rooms

37. Termination

37.1 Termination by You

You may terminate your account at any time by contacting us or using account settings. Note that People Map opt-out is subject to the 30-day minimum commitment period.

37.2 Termination by DFX

We may suspend or terminate your access immediately, without notice, for any reason, including:

• Violation of these Terms
• Fraudulent, abusive, or illegal activity
• Requests by law enforcement
• Discontinuation of the Platform
• Extended periods of inactivity
• Non-payment of fees
• Manipulation of gamification systems or leaderboards

37.3 Effect of Termination

Upon termination: (a) your right to use the Platform ceases immediately; (b) we may delete your account and data subject to our data retention policies; (c) third-party integrations (email, calendar, banking) will be disconnected; (d) provisions that by their nature should survive (including disclaimers, limitations of liability, indemnification, and dispute resolution) shall survive.

38. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND YOUR RIGHT TO A JURY TRIAL.

38.1 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules. The arbitration shall be conducted in Delaware by a single arbitrator. The arbitrator's decision shall be final and binding.

38.2 Class Action Waiver

YOU AND DFX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. You expressly waive any right to participate in class actions or class-wide arbitration.

38.3 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND DFX EACH WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS, THE PLATFORM, OR ANY SERVICES PROVIDED BY DFX. This waiver applies whether such proceeding is in court or in arbitration, and regardless of whether the claim sounds in contract, tort, or any other theory.

38.4 Exceptions

Notwithstanding the above: (a) either party may seek injunctive relief in court for intellectual property infringement; (b) claims within small claims court jurisdiction may be filed there; (c) this arbitration agreement does not preclude you from filing complaints with government agencies.

38.5 Opt-Out

You may opt out of this arbitration agreement by sending written notice to legal@dealflowxchange.com within 30 days of first using the Platform. The notice must include your name, address, and a clear statement that you wish to opt out.

39. Governing Law and Jurisdiction

These Terms shall be governed by the laws of the State of Delaware, without regard to conflict of law principles. For matters not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in Delaware.

40. Securities Regulation Disclosures

40.1 Regulation D (Rule 506) Offerings

Certain deals displayed on the Platform may be offered pursuant to exemptions from SEC registration under Regulation D of the Securities Act of 1933. You acknowledge and understand:

• Rule 506(b) Offerings: May be offered only to accredited investors and up to 35 sophisticated non-accredited investors. General solicitation is prohibited.
• Rule 506(c) Offerings: May be offered only to verified accredited investors. Issuers must take reasonable steps to verify accredited investor status.
• Accreditation Verification: If you participate in a Rule 506(c) offering, the issuer (not DFX) is responsible for verifying your accredited investor status. DFX's investor categorization features are informational aids only and do not constitute issuer verification.
• Resale Restrictions: Securities purchased under Regulation D are "restricted securities" subject to holding periods and resale limitations under Rule 144.
• No SEC Review: The SEC has not reviewed or approved any offering displayed on the Platform.

40.2 Regulation Crowdfunding (Reg CF) Disclosures

If any offerings displayed are conducted pursuant to Regulation Crowdfunding (Title III of the JOBS Act), you acknowledge:

• DFX Is Not a Funding Portal: DFX is not registered as a funding portal with the SEC or FINRA. Any Reg CF offerings must be conducted through registered intermediaries.
• Investment Limits: Reg CF limits individual investment amounts based on annual income and net worth.
• Cancellation Rights: Investors in Reg CF offerings generally have the right to cancel their investment commitment until 48 hours before the offering deadline.
• Disclosure Requirements: Issuers must file Form C with the SEC and provide ongoing reporting.

40.3 Regulation A (Reg A+) Disclosures

For any offerings conducted pursuant to Regulation A:

• Tier 1 Offerings: Up to $20 million in a 12-month period, subject to state registration requirements.
• Tier 2 Offerings: Up to $75 million in a 12-month period, with investment limits for non-accredited investors and ongoing reporting requirements.
• SEC Qualification: Regulation A offerings must be qualified by the SEC before securities can be sold.

40.4 State Blue Sky Laws

In addition to federal securities laws, securities offerings may be subject to state "blue sky" laws. Compliance with state securities laws is the sole responsibility of the issuer, not DFX. DFX makes no representation that any offering complies with applicable state laws.

40.5 Bad Actor Disqualification

Rule 506(d) disqualifies offerings involving "bad actors" (persons with certain criminal convictions, regulatory orders, or other disqualifying events). DFX does not verify bad actor status. Any bad actor screening provided by the Platform is an informational aid only and does not constitute legal verification.

40.6 Investment Suitability

DFX DOES NOT ASSESS THE SUITABILITY OF ANY INVESTMENT FOR YOU. You are solely responsible for determining whether any investment is appropriate for your financial situation, investment objectives, and risk tolerance. You should consult with qualified financial, legal, and tax advisors before making any investment decision.

41. State-Specific Provisions

The following provisions apply to residents of specific states, to the extent required by applicable law and to the extent they conflict with other provisions of these Terms:

41.1 California Residents

CALIFORNIA CONSUMER PRIVACY ACT (CCPA/CPRA) NOTICE:

• California residents have specific rights regarding their personal information under the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA).
• You have the right to know what personal information we collect, the right to delete personal information, the right to correct inaccurate personal information, and the right to opt-out of the sale or sharing of personal information.
• We do not "sell" personal information as defined by the CCPA.
• To exercise your CCPA rights, contact privacy@dealflowxchange.com or visit our Privacy Policy.
• We will not discriminate against you for exercising your privacy rights.

CALIFORNIA CIVIL CODE SECTION 1542 WAIVER:

If you are a California resident, you hereby waive California Civil Code Section 1542, which provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

CALIFORNIA BUSINESS AND PROFESSIONS CODE SECTION 17538.45:

California users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

CALIFORNIA INVESTOR PROTECTION:

California residents should be aware that the California Department of Financial Protection and Innovation (DFPI) regulates certain investment activities. DFX is not licensed by the DFPI as a broker-dealer, investment adviser, or finance lender. If you have concerns about an investment opportunity, you may contact the DFPI at (866) 275-2677 or dfpi.ca.gov.

41.2 New York Residents

NEW YORK GENERAL BUSINESS LAW:

• To the extent any provision of these Terms is deemed a "consumer contract" under New York General Business Law Section 399-d, the limitation of liability provisions shall be construed to provide the maximum protection permitted under New York law.
• Nothing in these Terms shall limit any rights you may have under the New York General Business Law, including Section 349 (deceptive practices) and Section 350 (false advertising).

NEW YORK MARTIN ACT:

New York residents should be aware that securities offerings may be subject to the Martin Act (New York General Business Law Article 23-A), which provides the New York Attorney General with broad authority to investigate and prosecute securities fraud. DFX is not registered with the New York Department of State or any New York regulatory authority as a broker-dealer or investment adviser.

NEW YORK ARBITRATION:

For New York residents, the arbitration agreement in Section 38 shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) to the extent it applies, and otherwise by New York law. New York residents retain the right to seek injunctive relief in New York state courts for consumer protection claims.

41.3 New Jersey Residents

Notwithstanding any provision of these Terms, New Jersey residents shall not be required to indemnify DFX for DFX's own negligence or intentional misconduct, and shall not be subject to any provision that limits the statute of limitations for bringing claims against DFX.

41.4 Texas Residents

If you are a Texas resident, the provisions of the Texas Deceptive Trade Practices-Consumer Protection Act (DTPA) may provide additional rights. DFX does not waive any defense available under the DTPA, including the defense that you are not a "consumer" as defined by the Act.

41.5 Massachusetts Residents

Massachusetts residents may have additional rights under Massachusetts General Laws Chapter 93A. The arbitration agreement in Section 38 shall not be construed to limit any rights under Chapter 93A that cannot be waived by contract.

42. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and DFX.
• Amendments: We may modify these Terms at any time. Material changes will be notified via email or Platform notice. Continued use constitutes acceptance.
• Waiver: Failure to enforce any provision does not constitute a waiver.
• Severability: If any provision is held invalid, the remaining provisions continue in effect.
• Assignment: You may not assign these Terms. We may assign our rights without restriction.
• Force Majeure: We are not liable for failures due to circumstances beyond our reasonable control.
• No Third-Party Beneficiaries: These Terms do not create rights for any third party.
• Headings: Section headings are for convenience only and have no legal effect.

43. Contact Information

For questions about these Terms:

44. Acknowledgment

BY USING THE PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT:

44.1 Platform Nature

• DFX is a social networking platform, NOT an investment platform
• ALL Platform features are provided for educational and informational purposes only
• DFX does not represent, sponsor, verify, or endorse any deals or users
• All deals displayed are user-generated content submitted by third parties
• DFX is not your fiduciary and owes you no duty of loyalty or care

44.2 Investment Risk

• You assume all investment risk, including total loss of capital
• You are solely responsible for your investment decisions
• DFX has no liability for investment losses of any kind
• DFX is not providing investment advice, recommendations, or due diligence
• You must conduct your own independent due diligence
• You must consult qualified legal, tax, and financial professionals

44.3 Compliance

• You are solely responsible for your own regulatory compliance
• Compliance tools are informational aids only, not compliance services
• DFX has no liability for compliance failures or regulatory penalties
• Compliance screening does not guarantee actual regulatory compliance

44.4 AI and Tools

• AI-generated content may contain errors, hallucinations, and inaccuracies
• AI outputs are for educational exploration only, not professional advice
• Financial calculators provide estimates only, not valuations
• Your data may be processed by third-party AI providers (Anthropic, OpenAI)

44.5 User Interactions

• DFX is not a party to any transaction between users
• You release DFX from all disputes with other users
• DFX has no duty to monitor or verify user content

44.6 Legal Rights

• You have agreed to binding arbitration
• You have agreed to class action waiver
• You have agreed to jury trial waiver
• You have had the opportunity to consult with legal counsel
• You have read and understood all disclaimers and limitations

44.7 Additional Acknowledgments

• People Map participation includes a 30-day minimum visibility commitment
• Identity verification confirms document authenticity only, not trustworthiness
• Video rooms may be recorded with your consent
• Email, calendar, and banking integrations grant DFX data access as described in these Terms
• Family Office, Lender, Fund Manager, and Founder tools do not replace professional services
• Gamification points, badges, and rankings have no monetary value