Terms of Use

1. About equitly and These Terms

1.1 equitly is a legal and transaction technology platform operated by LexCap Venture Advisory Group FZ LLE, a free zone company in the United Arab Emirates, trading as equitly ("equitly", "we", "us", "our").

1.2 The platform provides AI assisted deal readiness, a document vault, data rooms, document review and drafting, due diligence, cap table and closing tools, electronic signatures and governance tools, for companies, investors and buyers, and the people they invite (the "Platform"). equitly serves users internationally, across multiple jurisdictions.

1.3 These Terms, the Privacy Policy and any order form, licence or other agreement you sign with equitly (an "Order") together form the agreement between you and equitly. If an Order conflicts with these Terms, the Order prevails for that subject.

1.4 The Platform is for use in the course of a business, trade, profession or investment activity, and not for personal or household purposes. Where mandatory consumer protection law applies to you despite this, nothing in these Terms limits the rights it gives you.

2. Not a Law Firm or Financial Adviser

2.1 equitly is not a law firm or financial adviser and does not give legal or financial advice. Nothing on the Platform, including documents drafted by Elias or Layla, readiness and due diligence reports, financial reviews and valuations, cap tables and pro formas, Playbook positions, templates, market insights or any other content, is legal, financial, investment, tax, accounting or valuation advice, or creates a solicitor and client, attorney and client, adviser and client or any other professional relationship.

2.2 equitly is not a broker, dealer, placement agent, investment adviser, funding portal, crowdfunding platform, escrow agent or payment agent. equitly does not offer, sell, solicit or recommend any security or investment, does not introduce investors to companies or buyers to sellers, does not negotiate for anyone, and does not hold or move money or securities for users. Every decision to invest, sell, sign or close is yours and the other parties' alone.

2.3 Financial due diligence reviews and valuations are worked out from the documents shared with you and the assumptions you enter. They are not a valuation opinion, fairness opinion, audit, review engagement or quality of earnings report. Readiness scores, ratings and reviews described as "checked twice" are a guide, not an assurance that anything is complete or correct.

2.4 You are responsible for making sure your deal and your use of the Platform comply with the laws that apply to them, including the rules on offering securities, filings and registrations, approvals, merger control, foreign investment and tax.

2.5 equitly does not supply, choose or recommend lawyers or other advisers. If you invite your own lawyer, law firm or adviser to the Platform, their advice and services are provided by them, on their own terms, and equitly is not responsible for them.

2.6 Where your matter needs advice from admitted legal counsel, a licensed financial adviser, an accountant, a valuer or another regulated professional, it is your responsibility to obtain it.

3. Elias, Layla and Other AI Features

3.1 Elias and Layla are AI agents, and many Platform features use AI. AI output can be wrong, incomplete or out of date, and can read documents incorrectly. Everything they produce, including drafts, filings in the vault, answers, reports, cap tables and Playbook positions, is a starting point and a drafting aid only. Review it before you rely on it, and have significant documents reviewed by qualified counsel before they are signed.

3.2 Nothing Elias or Layla prepares is sent to another party until a person approves it. You are responsible for what you, your team and your advisers approve, send, share or sign through the Platform.

3.3 The AI features are powered by Anthropic's Claude models. Your content is sent to Anthropic for processing as described in the Privacy Policy, and may be processed outside your country and outside the European Union. Anthropic does not use this content to train its models, and neither does equitly.

4. Accounts, Teams and Invited People

4.1 To use the Platform you must be at least 18 years of age and have legal capacity to enter into binding agreements. If you register for or act on behalf of an organisation, you confirm that you have authority to bind it, and "you" includes that organisation.

4.2 An account belongs to an organisation: a company, an investor or buyer, or a law firm. Its owners and admins manage its members, their roles, its plan and its billing. Credits, documents and other content belong to the account, not to the individual member who added them.

4.3 You can invite your team, lawyers, board members, observers, guests and the other parties to a deal. You decide what each of them can see and do, and you are responsible for the invitations and permissions you give. Everyone who joins the Platform, including by accepting an invitation, agrees to these Terms.

4.4 Keep your login details and second sign-in step secure and do not share them. You are responsible for activity under your login. Tell us straight away at legal@equitly.ai if you suspect unauthorised use.

4.5 equitly staff access an account's content only to provide support the account asks for, to keep the Platform secure, to investigate misuse, or where the law requires it.

5. Deal Rooms and Sharing

5.1 The company running a deal decides what is shared, with which party and at what level. Investors, buyers and their advisers see only what is shared with them.

5.2 Confidentiality terms accepted in a deal room are an agreement between the parties to the deal. equitly is not a party to them and does not enforce them.

5.3 Watermarks, view only access and access logs reduce risk, but they cannot stop someone from recording or passing on what they are able to see. equitly is not responsible for what recipients do with information shared with them.

5.4 Before you share a document or information, make sure you are entitled to share it, including under any confidentiality obligation you owe and the data protection laws that apply to personal data in it.

5.5 When a party leaves a deal or a room closes, copies it downloaded and closing books it received remain with it.

6. Plans, Deal Passes, Credits and Payment

6.1 Start for free. You can use the Platform without a paid plan. A free account receives the Start for free credits once, valid for 90 days, and keeps up to the number of documents in its vault shown on our pricing page. We may change what the free plan includes.

6.2 Plans. Plans are billed monthly or yearly in advance and renew automatically for the same period until cancelled. You can cancel at any time in Manage billing; the cancellation takes effect at the end of the period already paid. What each plan includes, such as its monthly credits and active governance, is described on our pricing page.

6.3 Credits. AI features use credits, at the amount shown before you start. Credits are taken when the work starts and given back if it cannot finish. Plan credits are given each month and expire one month after they are given; they do not roll over. Credits from credit packs are valid for 12 months, credits included with a deal room for six months, and the Start for free credits for 90 days. Credits belong to the account, have no cash value, cannot be transferred or exchanged for money, and lapse when they expire or when the account closes.

6.4 Deal rooms. A deal room shares nothing with the other side of a deal until it is bought for that deal. A deal room covers one deal of the kinds it is sold for, for six months from purchase, with every party included, the credits stated for it, and three months of active governance for the account that buys it. After six months the deal continues for the monthly fee shown on our pricing page until it closes. Company Raise includes one financing deal room in every 12 months. A deal room bought but not yet used can be put on a later deal it covers while it is still valid.

6.5 Payment. Prices are in US dollars. Payments are processed by Stripe, and you authorise us to charge your payment method for the plans, deal rooms and packs you choose, including renewals. If a payment fails, we may pause paid features until it is made.

6.6 Taxes. Fees exclude taxes. We add VAT, GST or sales tax where we are required to charge it, based on the billing details you give us. Give us accurate billing details and, for a business, its tax registration number. Where the reverse charge applies, you account for the tax.

6.7 No refunds, and the deal room credit. All fees are non-refundable, including for part periods, unused credits, unused or partly used deal rooms and plan changes, except where the law requires otherwise. If a deal for which you bought a deal room does not close, and you mark it as not proceeding, half of what you paid for that deal room (before tax) is credited to your account toward your next deal room. The credit lasts 12 months from the day the deal is marked as not proceeding, comes off the price at checkout, has no cash value and cannot be transferred. If you reopen the deal while the credit is unused, it is withdrawn. A credit larger than the next deal room's price leaves the rest for a later one within the same 12 months. A deal room included with a plan or under a separate agreement gives no credit.

6.8 Price changes. We may change prices, including the credits an action uses, on 30 days' notice. A price change does not affect a period you have already paid for.

6.9 Sponsors. If another organisation pays for your account, for example under a portfolio licence, paying does not give it access to your account or your content.

7. Electronic Signatures

7.1 Signing services are provided through integrated third party providers. By using signing features you acknowledge that:

• equitly does not independently verify signer identity. You are solely responsible for making sure requests go to the right, authorised people.
• Whether an electronic signature is valid depends on the document and the jurisdiction. It is your responsibility to confirm validity for your document and jurisdiction.
• Notarisation, apostille and wet ink signatures are outside the Platform. Elias and Layla may flag where they could be needed, but they may not always do so.

8. Your Content and Data

8.1 You keep ownership of the content you upload or create. You grant equitly a limited licence to host, copy, process and transmit it, including through the service providers named in the Privacy Policy, only to provide and secure the Platform for you and the people you share it with.

8.2 As between you and equitly, you own the documents Elias and Layla draft for you. equitly's templates, standard Playbook positions and checklists remain equitly's, and you may use them for your own matters.

8.3 equitly does not use your documents, Playbook or conversations to train AI models.

8.4 We may use information about how the Platform is used, which does not include the contents of your documents and does not identify you, to run, secure and improve it.

8.5 Personal data is handled as described in the Privacy Policy. Where you upload personal data about other people, you are responsible for having a lawful basis to do so, and equitly processes it on your behalf. A data processing agreement is available on request at privacy@equitly.ai.

8.6 Keep your own copies of documents that matter to you. The Platform is not a substitute for your own records.

9. Confidentiality

9.1 equitly treats your documents, Playbook and conversations as confidential and uses them only to provide the Platform.

9.2 equitly may disclose them where the law, a court or a regulator requires it. Where the law allows, we will tell you first.

10. Acceptable Use

You must not use the Platform to:

• break the law in your jurisdiction or in any jurisdiction relevant to your matter;
• facilitate fraud, money laundering, terrorist financing or any other illegal activity, or mislead investors or other parties;
• upload content you have no right to share, or personal data without a lawful basis;
• attempt unauthorised access to the Platform or to other accounts, or test the Platform's security without our written consent;
• get around usage limits, credit charges, access controls or security measures;
• reverse engineer the Platform or extract its source code;
• use automated tools or scrapers beyond normal use;
• use the Platform or its output to build or train a competing product or AI model;
• resell or provide the Platform to others, except to the people you invite to your own matters;
• transmit viruses, malware or other harmful code;
• create defamatory, harassing or infringing content;
• impersonate anyone, or share your login with others.

11. Sanctions

11.1 You confirm that neither you nor your organisation is the target of sanctions imposed by the United Nations, the United Arab Emirates, the United States, the European Union or the United Kingdom, or located in a country or territory subject to comprehensive sanctions, and that you will not use the Platform in breach of sanctions or export control laws.

12. The Platform and Third Party Services

12.1 We continually improve the Platform and may add, change or remove features. If we materially reduce a feature of a paid plan during a period you have paid for, we will tell you in advance.

12.2 We aim to keep the Platform available, but we do not promise it will be uninterrupted or error free unless an Order says so. We may carry out maintenance.

12.3 Features marked as beta, preview or coming soon are provided as they are and may change or be withdrawn.

12.4 The Platform relies on third party services, including Anthropic, Stripe, BoldSign, Google, Amazon Web Services, Supabase, Netlify and Resend. equitly is not responsible for their availability, accuracy or content, and your use of some features is also subject to their terms.

13. Intellectual Property and Feedback

13.1 The Platform, including its software, design, templates and standard content, and the equitly name and marks, are owned by or licensed to equitly. These Terms give you a right to use the Platform, not ownership of it.

13.2 If you give us suggestions or feedback, we may use them freely without obligation to you.

14. Disclaimers

THE PLATFORM AND ALL CONTENT AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, equitly MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING AS TO ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR UNINTERRUPTED OPERATION.

15. Limitation of Liability

15.1 TO THE FULLEST EXTENT PERMITTED BY LAW, equitly SHALL NOT BE LIABLE FOR: (A) LOSS OR DAMAGE FROM RELIANCE ON AI GENERATED DOCUMENTS OR OUTPUT, READINESS OR DUE DILIGENCE REPORTS, FINANCIAL REVIEWS OR VALUATIONS, CAP TABLES, PLAYBOOK POSITIONS OR MARKET INSIGHTS; (B) THE OUTCOME OF ANY DEAL, OR WHAT ANOTHER PARTY DOES WITH INFORMATION SHARED WITH IT; (C) INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES; OR (D) LOSS OF PROFITS, REVENUE, CONTRACTS, DATA, GOODWILL OR BUSINESS OPPORTUNITIES.

15.2 equitly's total liability arising out of or in connection with the Platform and these Terms shall not exceed the greater of the fees you paid in the three months before the event giving rise to the claim and US$100.

15.3 Nothing in these Terms limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any other liability that cannot be limited by law.

16. Indemnification

You agree to indemnify equitly against claims, losses and costs arising from: your breach of these Terms; your reliance on AI generated content without appropriate review; content you upload or share, including its infringement of third party rights; your deal and its compliance with the law; disputed signed documents; and the use of the Platform by the people you invite.

17. Suspension and Termination

17.1 You may close your account at any time from Settings, or by contacting us.

17.2 equitly may suspend or close an account, or a person's access, for a material breach of these Terms, unpaid fees, a security risk, suspected fraud or sanctions concerns, or where the law requires it. Where it is reasonable to do so, we will give notice first.

17.3 When an account closes, access ends, unused credits lapse and fees already paid are not refunded. The account's data remains available for export for 90 days and is then deleted from our active systems; copies in backups are deleted as the backups expire. We keep records the law requires us to keep, such as billing records and audit logs. Documents already shared with other parties remain with them as described in section 5.

17.4 Sections 2, 3, 5.2, 5.3, 6.7, 8, 9, 13 to 16, 18 and 20 survive the end of these Terms.

18. Governing Law and Dispute Resolution

18.1 These Terms and any dispute arising out of or in connection with them are governed by the laws of the Dubai International Financial Centre (DIFC).

18.2 Any dispute shall be finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre (DIAC) in force at the time. The seat of arbitration is the DIFC, the tribunal shall consist of one arbitrator, and the language of the arbitration is English.

18.3 Nothing prevents either party from seeking urgent interim relief from any court of competent jurisdiction.

19. Changes to These Terms

We will tell you of material changes by email, and in the Platform, at least 14 days before they take effect, and we may ask you to accept them when you next sign in. If you do not agree, stop using the Platform and close your account before they take effect. Continued use after that date is acceptance.

20. General

20.1 These Terms, the Privacy Policy and any Order are the entire agreement between you and equitly about the Platform.

20.2 You may not transfer your rights under these Terms without our written consent. equitly may transfer them to an affiliate or to a successor to its business, including on a change of name or reorganisation.

20.3 Neither party is responsible for delay or failure caused by events beyond its reasonable control.

20.4 You agree to receive notices and communications electronically. We send notices to the email address of the account's owners; send yours to legal@equitly.ai.

20.5 If a provision is unenforceable, the rest continues in effect. A failure to enforce a provision is not a waiver. Nobody other than you and equitly has rights under these Terms. These Terms are written in English, and the English version prevails over any translation.