Terms of Service

01A private, invitation-only network

The Service is not open to the public. You may join only by personal invitation from an existing member, and access is limited to the deals that are intentionally shared with you. Being a member, receiving a deal, or seeing someone in your network does not mean DealFlow has any relationship with, or has reviewed, that person or deal.

We may accept, decline, suspend, or end any membership, and remove any deal or content, at any time and for any reason, including to protect the private character of the network or to comply with law.

02Eligibility and your representations

By using the Service, you represent and warrant that:

• you are at least 18 years old and able to form a binding contract;
• you were personally invited by someone you know, and you have a pre-existing relationship with the members who share deals with you or with whom you share deals;
• before you view the details of, express interest in, or commit to any investment, you are an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, and you will tell us and stop using the investment features promptly if that changes;
• the information you give us, including your name, phone number, email, and accreditation status, is accurate and kept current; and
• your use of the Service complies with all laws that apply to you.

Your self-certification of accredited status is your own statement. A sponsor may require additional verification before accepting your investment, and DealFlow does not verify accreditation on anyone's behalf.

03Your account and phone number

Your mobile phone number is your identity on DealFlow. Anyone who can send messages from your number can act as you, so you are responsible for securing your phone and for all activity on your account. Tell us right away at support@dealflow.link if you lose your phone, change your number, or believe your account has been used without your permission. You may not share your account or transfer it to anyone else.

04Messaging consent

By texting the Service or joining from an invitation, you agree that DealFlow may send you messages by iMessage, RCS, or SMS at the number you use, including replies from our agent, deal notifications from people you are connected to or follow, signing and closing updates, and account messages. Some messages may be sent using automated systems. Message frequency varies with your activity and your network. Message and data rates may apply. Consent to receive messages is not a condition of any purchase.

Reply STOP at any time to stop messages, and HELP for help. You can also mute deals or members, or unfollow them, from the agent or your settings. Opting out of messages may limit what you can do on the Service. Carriers are not liable for delayed or undelivered messages.

05Confidentiality of deal materials

Deals, documents, terms, financial figures, member identities, and conversations on the Service ("Confidential Information") are shared with you in confidence. You agree to:

• use Confidential Information only to evaluate and, if you choose, participate in the specific deal it relates to;
• not publish, post, forward, or disclose it to anyone outside the Service, except to your own legal, tax, and financial advisers who are bound to keep it confidential;
• share deals with other people only through the Service's own sharing features, and only with people you know personally; and
• not copy, scrape, or compile Confidential Information, or try to identify members whose identities the Service keeps anonymous.

These obligations continue after your membership ends. A sponsor's own confidentiality agreement or offering documents may impose additional obligations, which you must also follow.

06Sponsors and deal makers

If you post, list, or share a deal you sponsor or represent, you also agree that:

• you are solely responsible for the offering, including its structure, its offering documents, and its compliance with federal and state securities laws (for example, Regulation D, Form D and state notice filings, "bad actor" rules, and any limits on general solicitation);
• everything you provide about the deal is accurate, complete, and not misleading, and you will promptly correct or update anything that changes;
• you have the right to share every document and piece of information you upload;
• you, not DealFlow, decide whether to accept any investor or commitment, and you are responsible for any investor verification the offering requires;
• you will not use the Service for any public offering, and you will not pay or promise anyone transaction-based compensation for introducing investors through the Service unless they are appropriately registered; and
• investor funds are wired directly to the account you designate. DealFlow never holds, receives, or transmits investor funds, and you are responsible for the accuracy of your wire instructions.

07The DealFlow agent

The Service includes an AI agent that answers questions about the deals and documents shared with you and helps you take actions such as sharing a deal, following a member, or starting a commitment. The agent works from the materials sponsors provide and may be incomplete, out of date, or wrong. Its answers are informational only and are not investment, legal, tax, or accounting advice. Always read the actual deal documents and consult your own advisers before investing. You are responsible for confirming any action the agent takes on your behalf.

08No advice and investment risk

DealFlow does not provide investment advice, does not make recommendations, and does not participate in negotiating or structuring any investment. Any decision to invest is made solely by you, based on your own review and judgment. Private investments are speculative, illiquid, and risky, and you may lose your entire investment. Any relationship, offering document, subscription agreement, or other contract related to an investment is solely between the investor and the sponsor or issuer. DealFlow is not a party to it.

09Electronic signatures and records

You agree to receive documents, notices, and disclosures electronically, and to sign documents electronically, including through our e-signature provider. Your electronic signature is as binding as a handwritten one. You can request a paper copy of any record by emailing support@dealflow.link, and you may withdraw consent to electronic records at any time, though doing so may mean you cannot complete a transaction through the Service.

10Fees

Investors pay DealFlow nothing. Sponsors pay a $250 listing fee when a deal is published, and a closing fee for each investor commitment that closes through the Service equal to the greater of $100 or 0.10% of the commitment amount. Closing fees are invoiced monthly and due within 15 days. Fees are in U.S. dollars, exclude taxes, and are non-refundable except where required by law. These are flat platform fees for use of the software and are not contingent on, or a share of, any investment's success. We may change our fees for future deals with notice. Payments are processed by our payment provider under its terms.

11Your content

You keep ownership of everything you upload or send ("Your Content"). You grant DealFlow a worldwide, non-exclusive, royalty-free license to host, store, copy, process, analyze, and display Your Content as needed to operate and improve the Service, including to share it with the members you choose and to make it available to the agent. This includes processing by the service providers we rely on, such as our hosting, messaging, AI, search indexing, e-signature, and payment providers, under confidentiality and data protection obligations. We do not sell Your Content, and we do not use your deal documents to train AI models. Our Privacy Policy explains how we handle your information.

What other members can see about you depends on how you are connected. Direct connections may see your name, and people further away in the network see you only anonymously.

12Acceptable use

You agree not to:

• use the Service for fraud, misrepresentation, money laundering, or any unlawful purpose;
• post deals you have no authority to offer, or impersonate any person or entity;
• harass, spam, or send unsolicited mass messages to members;
• reverse engineer, scrape, probe, or interfere with the Service, or try to access deals, accounts, or data that were not shared with you;
• attempt to manipulate the agent into revealing information you are not entitled to; or
• use the Service to build a competing product or resell access to it.

13Third-party services

The Service relies on third-party providers for messaging, e-signature, payments, hosting, and AI processing. Your use of those features may also be subject to the providers' terms. We are not responsible for third-party services or for any outage, error, or delay they cause.

14Termination

You may stop using the Service at any time by emailing support@dealflow.link. We may suspend or terminate your access at any time, with or without notice. When your membership ends, your right to use the Service ends, but Sections 5, 6, 8, 10 (for amounts owed), and 11 through 18 survive. Ending your membership does not affect any investment or agreement you have already entered into with a sponsor or issuer.

15Disclaimers

The Service is provided "as is" and "as available." To the fullest extent permitted by law, DealFlow disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service, any deal information, or any agent response will be accurate, complete, timely, secure, or error-free, and we are not responsible for the conduct of any member, sponsor, or issuer, or for the performance of any investment.

16Limitation of liability

To the fullest extent permitted by law, DealFlow and its members, managers, employees, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost investment, or lost data, arising out of or related to the Service or any investment, even if advised of the possibility. Our total liability for all claims arising out of or related to the Service will not exceed the greater of the fees you paid us in the twelve months before the claim arose or one hundred U.S. dollars.

17Indemnification

You will defend, indemnify, and hold harmless DealFlow and its members, managers, employees, and agents from any claims, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of your use of the Service, Your Content, any deal you post or sponsor, your violation of these Terms, or your violation of any law or the rights of another person.

18Governing law and disputes

These Terms are governed by the laws of the State of Florida, without regard to its conflict of laws rules. Any dispute arising out of or related to these Terms or the Service will be brought exclusively in the state or federal courts located in Florida, and you and DealFlow consent to their personal jurisdiction. Claims may be brought only on an individual basis, not as a plaintiff or class member in any class or representative action.

You and DealFlow each knowingly and voluntarily waive any right to a trial by jury in any such dispute.

19Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will notify you by message or on the Service before they take effect. Continuing to use the Service after changes take effect means you accept them.

20General

These Terms are the entire agreement between you and DealFlow about the Service. If any provision is found unenforceable, the rest remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets.

21Contact

Legal notices: legal@moneygameventures.com. Support: support@dealflow.link.

Money Game Ventures LLC