Terms of Service

These Terms of Service (“Terms”) govern access to and use of the BITS-SPARK Angels Investment Management Platform (the “Platform”), operated by BITS-SPARK Angels(“we,” “our,” or “us”). By creating an account or otherwise accessing the Platform, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not use the Platform.

1. Eligibility & Invite-Only Access

The Platform is an invite-only portal for BITS alumni and associated founders. You must be at least 18 years old and have been issued access by an administrator to use it. By registering as an investor, you represent that:

• You meet the applicable definition of an accredited investor (or equivalent qualified/sophisticated investor status) in your jurisdiction, and can provide documentation demonstrating this on request.
• The information you provide during registration, KYC, and accreditation review is true, accurate, and complete, and you will promptly update it if it changes.
• You are acting on your own behalf, or on behalf of an entity you are duly authorized to represent, and are not doing so on behalf of any third party in violation of applicable law.

We may suspend or terminate access at any time if we reasonably believe these representations are inaccurate, or if your KYC/accreditation review is rejected.

2. What the Platform Is — and Is Not

The Platform helps BITS alumni investors discover, evaluate, and coordinate investments in startups sourced or submitted through the network, and helps founders reach that investor community. Unless separately and explicitly stated in writing:

• We are not a registered broker-dealer, investment adviser, or placement agent, and nothing on the Platform is a solicitation, offer, or recommendation to buy or sell any security.
• We do not provide investment, legal, tax, or financial advice. Screening scores, committee evaluations, and AI-generated analysis shown on the Platform are decision-support tools for our internal process and community, not investment recommendations, and should not be your sole basis for any investment decision.
• Any decision to invest in, or forgo investing in, a startup presented through the Platform is yours alone, made at your own risk.

3. Investment Risks

Investing in early-stage, privately-held companies is speculative and carries a high risk of loss. By using the Platform to evaluate or make a commitment, you acknowledge that:

• You may lose your entire investment, and should only commit capital you can afford to lose in full.
• Startup investments are illiquid — there is typically no public market, and you may be unable to sell or transfer your position for years, if ever.
• Financial projections, valuations, and other forward-looking information provided by founders are not guarantees and may prove materially inaccurate.
• Past performance of any startup, sector, or the Platform's deal flow generally is not indicative of future results.
• You are solely responsible for conducting your own due diligence and, where appropriate, consulting independent legal, tax, and financial advisors before committing capital.

4. Your Account

• Credentials: you are responsible for maintaining the confidentiality of your password and for all activity that occurs under your account. Notify us immediately at the contact in Section 13 if you suspect unauthorized access.
• KYC & accreditation: certain features (viewing live deals, making commitments) are gated behind KYC and accreditation review. We may request additional documentation at any time and may restrict access pending review.
• One account per person: accounts are personal to you and may not be shared, sold, or transferred.
• Accuracy: founders submitting a startup for evaluation represent that all information, financials, and documents provided are accurate to the best of their knowledge and not knowingly misleading.

5. Confidentiality

Deal information, financial data, cap tables, due diligence materials, and committee deliberations shared through the Platform are confidential and disclosed to you solely to support your evaluation of that specific opportunity. You agree not to disclose such information to third parties, or use it for any purpose unrelated to evaluating or participating in the relevant investment, without the disclosing party's consent. This obligation survives termination of your account.

6. Acceptable Use

You agree not to:

• Use the Platform to circumvent applicable securities laws, sanctions, or anti-money- laundering requirements.
• Misrepresent your identity, accreditation status, or authority to act on behalf of an entity.
• Scrape, harvest, or export other users' personal or deal data beyond your ordinary use of the features provided.
• Upload malicious files, attempt to probe or bypass access controls, or otherwise interfere with the Platform's security or availability.
• Use contact information obtained through the Platform to solicit users for unrelated commercial purposes.

7. Fees

Membership or platform fees, if any, will be disclosed to you separately before being charged. Fees already paid are non-refundable except where required by law.

8. Intellectual Property

The Platform's software, design, and branding are owned by BITS-SPARK Angelsor its licensors and may not be copied, modified, or redistributed without permission. You retain ownership of the content you submit (profile information, pitch materials, notes), and grant us a license to host, display, and process it as necessary to operate the Platform and provide it to the relevant counterparties (e.g., a founder's pitch deck to reviewing committees and investors).

9. Third-Party Services

The Platform integrates with third-party services — Amazon Web Services (hosting, storage), Neon (database), LinkedIn (optional profile connection), and Meta's WhatsApp Business API (optional notifications). Your use of those integrations is also subject to the relevant third party's own terms. We are not responsible for the availability or content of third-party services.

10. Disclaimers

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY STARTUP INFORMATION PRESENTED IS COMPLETE OR ACCURATE.

11. Limitation of Liability & Indemnification

To the maximum extent permitted by law, BITS-SPARK Angels and its operators will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or investment capital, arising from your use of the Platform or any investment decision made in connection with it. Our aggregate liability for any claim arising from these Terms will not exceed the fees you paid us, if any, in the 12 months preceding the claim.

You agree to indemnify and hold us harmless from any claim arising from your breach of these Terms, your violation of applicable law, or content/information you submit to the Platform.

12. Termination

You may stop using the Platform at any time. We may suspend or terminate your access at any time, with or without cause, including for a failed or rejected KYC/accreditation review, violation of these Terms, or extended inactivity. Sections 3, 5, 10, and 11 survive termination.

13. Governing Law & Contact

These Terms are governed by the laws of the jurisdiction disclosed to you at registration, without regard to conflict-of-law principles. For questions about these Terms, contact:

14. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will update the “Last Updated” date above and, where feasible, notify you via the Platform or email. Continued use after the updated Terms take effect constitutes your acceptance of the revised Terms.