These Terms of Service (these "Terms") govern access to and use of Investor Insight, a web application available at https://investorinsight.app (the "Service"), provided by IA Global Ventures [confirm exact registered entity name and entity type — e.g., LLC, LP, Inc.], based in Austin, Texas ("Provider," "we," "us," or "our"). These Terms apply to the venture capital fund, investment firm, or other entity that accepts these Terms or enters into an Order Form referencing them ("Customer," "you," or "your"). Provider and Customer are each a "Party" and together the "Parties."
1.1 Acceptance. Customer or its representative accepts these Terms by: (a) signing in to, or otherwise accepting an invitation to access, the Service; (b) executing an order form, statement of work, or similar ordering document that references these Terms (each, an "Order Form"); or (c) otherwise accessing or using the Service — whichever happens first. An individual who accepts these Terms on behalf of an organization represents that they have authority to bind that organization, in which case "Customer" refers to that organization and not the individual personally.
1.2 Order Forms. Use of the Service is expected to be authorized under a signed Order Form or other written agreement identifying the Customer entity and, once pricing is finalized, the applicable Fees (see Section 9). Each Order Form incorporates these Terms. If a provision of an Order Form conflicts with these Terms, the Order Form controls for that engagement only.
1.3 Eligibility. The Service is offered only to businesses and professional organizations — including venture capital funds, fund managers, and similar investment firms — for use in their business operations. It is a business-to-business product and is not offered to individual consumers for personal, family, or household use.
1.4 Authorized Users are not Customer. These Terms distinguish between Customer (the contracting fund or firm) and "Authorized Users" (the individuals who access the Service under Customer's account, described in Section 3). Only Customer holds rights and obligations under an Order Form. Authorized Users' access is administered by Customer and governed by these Terms as described below, but Authorized Users who are not Customer's own personnel — namely LP Users and Portfolio Company Users — are not themselves parties to this Agreement.
1.5 Description of the Service. As of the Effective Date, the Service provides portfolio monitoring dashboards for venture capital funds and similar investment firms, including: collection of portfolio-company financial and qualitative data through founder-submitted forms, CSV/spreadsheet upload, and manual entry; optional Integrations that Customer may authorize (Section 5); metrics tables and company tear sheets; LP reporting materials; alerts based on thresholds Customer configures; data-provenance (lineage) tracking that shows the source of underlying data; and AI-assisted content generation features (Section 6). This description reflects current functionality, is provided for context, and does not limit Section 11 (Early-Stage Service).
2.1 "Authorized User" means any individual authorized by Customer to access the Service under Customer's account, including GP Users, LP Users, and Portfolio Company Users.
2.2 "GP User" means an Authorized User designated by Customer — typically a general partner or fund administrator — with full administrative access to Customer's account, including the ability to manage other Authorized Users, roles, and settings.
2.3 "LP User" means an Authorized User designated by Customer as a limited partner or similar fund investor, with view-level access to fund and portfolio data as configured and enabled by Customer, which may (at Customer's election) include detailed portfolio-company operating metrics.
2.4 "Portfolio Company User" means an Authorized User who is a founder, executive, or other representative of a portfolio company, invited by Customer to submit financial or qualitative information about that portfolio company through the Service.
2.5 "Customer Data" means data, content, and information submitted to, or generated within, the Service by or on behalf of Customer or its Authorized Users, including portfolio-company financial and qualitative data, fund- and LP-facing reporting content, and data imported through Integrations.
2.6 "Integration" means a connection, authorized by Customer through OAuth or a similar authorization method, between the Service and a Third-Party Service.
2.7 "Third-Party Service" means any product or service not provided by Provider, including any Integration and any third-party AI model provider used to power AI Features.
2.8 "Order Form" has the meaning given in Section 1.1.
2.9 "Fees" means the amounts payable by Customer for the Service, as set out in the applicable Order Form.
2.10 "Confidential Information" has the meaning given in Section 8.1.
2.11 "Privacy Policy" means Provider's privacy policy describing how Provider collects, uses, and protects personal data in connection with the Service, available at [insert URL], as updated from time to time and incorporated into this Agreement by reference.
3.1 Invitation-based provisioning. All access to the Service is provisioned by invitation and controlled by Customer. Customer's GP Users determine who is invited, at what role (GP User, LP User, or Portfolio Company User), and with what level of access — including whether LP Users are given visibility into detailed portfolio-company operating metrics.
3.2 Customer's responsibility for Authorized Users. Customer is solely responsible for: (a) determining who to invite and at what access level; (b) ensuring that each Authorized User — including LP Users and Portfolio Company Users, who are not parties to this Agreement — is made aware of, and complies with, the provisions of these Terms applicable to their use of the Service; (c) all activity occurring under Customer's account, whether by a GP User, LP User, or Portfolio Company User; and (d) obtaining any consents or rights needed to invite LP Users and Portfolio Company Users to the Service and to share their data as Customer configures, including through Customer's own arrangements with its portfolio companies and LPs.
3.3 Reliance on GP User instructions. Provider may rely on and act upon instructions, configurations, and data submitted by any GP User as authorized by Customer, including instructions regarding the access levels granted to LP Users and Portfolio Company Users.
3.4 Credential hygiene. Customer will, and will require its Authorized Users to: (a) keep login credentials confidential and not share accounts between individuals; (b) use commercially reasonable measures to prevent unauthorized access; and (c) promptly notify Provider at ben@iaglobal.vc of any known or suspected unauthorized access to, or use of, the Service. Customer is responsible for promptly deprovisioning Authorized Users — including departed personnel and portfolio-company contacts who should no longer have access — using the administrative controls available to its GP Users.
4.1 Ownership. As between the Parties, Customer owns all Customer Data, including data submitted by its GP Users, LP Users, and Portfolio Company Users. Nothing in this Agreement transfers ownership of Customer Data to Provider.
4.2 Portfolio Company User submissions. Portfolio Company Users retain whatever rights they hold in the financial and qualitative information they submit about their own company. By submitting such information through the Service, a Portfolio Company User grants — and Customer will ensure has been granted, through Customer's own arrangements with its portfolio companies — the rights necessary for (a) Customer to use that information for its fund management, monitoring, and reporting purposes, and (b) Provider to process that information as necessary to operate and provide the Service in accordance with this Agreement. Customer is responsible for ensuring it has appropriate rights and arrangements in place with its portfolio companies to permit this.
4.3 License to Provider. Customer grants Provider a limited, non-exclusive, worldwide license to host, store, process, transmit, and display Customer Data solely as necessary to provide, maintain, support, and improve the Service, to comply with law, and as otherwise instructed by Customer or its GP Users. Provider will not sell Customer Data and will not use it for any purpose other than as described in this Agreement.
4.4 Per-fund data isolation. Provider maintains logical separation of each Customer's data from the data of other Customers within the Service ("per-fund data isolation").
4.5 Integration credentials. OAuth tokens and similar credentials used to connect Integrations are stored encrypted.
4.6 Privacy Policy. Provider's collection, use, and protection of personal data through the Service — including personal data of GP Users, LP Users, and Portfolio Company Users — is described in the Privacy Policy, which is incorporated into this Agreement by reference. If the Parties determine that a separate data processing agreement is required under applicable data protection law, they will negotiate one in good faith. (Whether a separate DPA is required is an open item — see the checklist below.)
4.7 Export and deletion. Customer's ability to export Customer Data, and Provider's deletion of Customer Data following termination, are addressed in Section 10.6.
5.1 Customer-authorized connections. The Service supports optional integrations with Third-Party Services — currently QuickBooks, with Carta, HubSpot, Xero, and Plaid possible in the future — that Customer may choose to connect via OAuth or a similar authorization method. Enabling an Integration is entirely Customer's choice and constitutes Customer's authorization for Provider to access and import data from that Third-Party Service using the credentials Customer authorizes.
5.2 Third-party terms apply. Customer's use of any Third-Party Service, including any Integration, is subject to that third party's own terms of service and privacy policy. Customer is responsible for reviewing and complying with those terms and for maintaining any rights, licenses, or subscriptions needed to connect a Third-Party Service to the Service.
5.3 No responsibility for Third-Party Services. Provider does not control, and is not responsible for the acts, omissions, availability, security, or performance of, any Third-Party Service. Provider makes no warranty regarding, and disclaims liability arising from, any Third-Party Service to the fullest extent permitted by law, subject to Sections 12 and 14.
5.4 Disconnection. A GP User may disconnect an Integration at any time through the Service's administrative controls. Once disconnected, Provider will stop syncing new data from that Integration; data already imported remains Customer Data in the Service unless and until Customer deletes it or this Agreement terminates.
6.1 Description. The Service includes AI-assisted content generation features, such as drafting narrative text for reports ("AI Features"). AI Features are powered by third-party large language model technology provided by Anthropic.
6.2 Customer-supplied API keys. Customer may supply its own Anthropic API key ("Customer API Key") to power AI Features for its account instead of using any AI access Provider otherwise makes available. Where Customer supplies a Customer API Key: (a) Customer is solely responsible for obtaining, maintaining, and securing that key; (b) all usage and costs Anthropic charges to that key are Customer's sole responsibility; (c) Customer is responsible for its own compliance with Anthropic's applicable terms; and (d) Provider is not responsible for Anthropic's service, pricing, availability, or Customer's account with Anthropic.
6.3 Review required. AI-generated content may be inaccurate, incomplete, or unsuitable for Customer's purposes. Customer must review and verify AI-generated content before relying on it, distributing it to LP Users or any other third party, or using it for any business, financial, investment, legal, tax, accounting, or regulatory purpose. AI Features do not constitute investment, legal, tax, or accounting advice (see Section 13).
6.4 No warranty on AI output. Provider does not warrant the accuracy, completeness, or reliability of AI-generated content and disclaims liability for reliance on AI-generated content that Customer has not reviewed and verified, subject to Sections 12 and 14.
6.5 Processing by Anthropic. Content submitted to AI Features is transmitted to Anthropic — or, where Customer supplies a Customer API Key, processed under Customer's own Anthropic account — as necessary to generate the requested output. Additional detail on this processing is provided in the Privacy Policy.
7.1 Customer will not, and will ensure its Authorized Users do not:
(a) use the Service in violation of applicable law or a third party's rights;
(b) submit data to the Service that Customer or the submitting Authorized User does not have the right to submit;
(c) reverse engineer, decompile, or disassemble the Service, except to the extent applicable law prohibits this restriction;
(d) probe, scan, or test the vulnerability of the Service, or attempt to breach its security or authentication measures, without Provider's prior written authorization;
(e) interfere with or disrupt the integrity or performance of the Service or the data it contains;
(f) access or attempt to access data belonging to another Customer or fund, or attempt to circumvent role-based access controls;
(g) use the Service to build, or help a third party build, a product or service competitive with the Service;
(h) resell, sublicense, or provide the Service to any third party outside the scope of the Authorized User roles contemplated by this Agreement;
(i) upload or introduce viruses, malware, or other malicious code; or
(j) misrepresent their identity or role when accepting an invitation to the Service.
7.2 Provider may investigate suspected violations of this Section 7 and may suspend access as described in Section 10.
8.1 Definition. "Confidential Information" means non-public information disclosed by one Party (the "Discloser") to the other (the "Recipient") that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer's Confidential Information. The Service's non-public features, roadmap, and pricing are Provider's Confidential Information. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully known to the Recipient before disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the Discloser's Confidential Information.
8.2 Obligations. The Recipient will: (a) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; (b) protect it with at least the same degree of care it uses for its own similarly sensitive information, and no less than a reasonable degree of care; and (c) disclose it only to employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section 8. The Recipient may disclose Confidential Information where required by law or legal process, provided it gives the Discloser prompt notice where legally permitted so the Discloser may seek a protective order.
8.3 Survival. Confidentiality obligations survive termination of this Agreement for [three (3) years], except that obligations relating to trade secrets survive for as long as the information remains a trade secret under applicable law.
9.1 Pricing. Fees for the Service are not set by these Terms and will instead be set out in an Order Form or other signed written agreement between the Parties. [Pricing terms TBD — Provider's pricing model has not yet been finalized.]
9.2 Invoicing. Unless otherwise stated in the applicable Order Form, Provider will invoice Customer manually in accordance with that Order Form. Customer will pay undisputed Fees within [thirty (30)] days of the invoice date.
9.3 Disputed amounts. Customer will notify Provider in writing of any good-faith Fee dispute within the payment period, and the Parties will work together in good faith to resolve it. Customer will pay all undisputed amounts when due.
9.4 Late payment; suspension. Provider may charge interest on undisputed overdue amounts at the lesser of [1.5% per month] or the highest rate permitted by law, and may suspend access to the Service for non-payment of undisputed Fees after written notice and a reasonable opportunity to cure, as further described in Section 10.
9.5 Taxes. Fees are exclusive of applicable taxes. Customer is responsible for all sales, use, VAT, and similar taxes associated with its purchase of the Service, other than taxes based on Provider's net income.
10.1 Term. This Agreement begins on the Effective Date and continues for the term specified in the applicable Order Form or, if no term is specified, until terminated as described in this Section 10.
10.2 Termination for convenience. Unless the applicable Order Form states otherwise, either Party may terminate this Agreement for convenience on [thirty (30)] days' prior written notice.
10.3 Termination for cause. Either Party may terminate this Agreement immediately on written notice if the other Party materially breaches this Agreement and fails to cure that breach within [thirty (30)] days after receiving written notice describing the breach.
10.4 Suspension. Provider may suspend Customer's or an Authorized User's access to the Service if: (a) Customer fails to pay undisputed Fees when due and does not cure within the notice period in Section 9.4; (b) Provider reasonably believes Customer or an Authorized User has violated Section 7 (Acceptable Use); or (c) suspension is reasonably necessary to prevent harm to the Service, other customers, or third parties, or to address a security risk. Provider will give notice where reasonably practicable and will restore access promptly once the issue giving rise to the suspension is resolved.
10.5 Effect of termination. Upon termination or expiration of this Agreement, Customer's and its Authorized Users' right to access the Service ends, and any unpaid Fees for the period through termination become due.
10.6 Data export and deletion. For thirty (30) days following termination or expiration, Customer may export its Customer Data from the Service using the Service's available export functionality. After that thirty-day window, Provider will delete Customer Data from the Service, except for copies retained in routine backups (which age out and are deleted in the ordinary course) or as required to comply with legal obligations.
10.7 Survival. Sections 2, 4.1, 4.2, 8, 9 (as to amounts owed), 10.6, 10.7, 12, 13, 14, 15, 17, and 18 survive termination or expiration of this Agreement.
11.1 Active development. Customer acknowledges that the Service is under active development. Provider may add, change, deprecate, or remove features of the Service from time to time. Provider will use reasonable efforts to give Customer advance notice of changes that materially affect Customer's use of the Service.
11.2 No degradation of core data commitments. Notwithstanding Section 11.1, Provider will not degrade the following commitments without Customer's consent: Customer's ownership of Customer Data (Section 4.1), per-fund data isolation (Section 4.4), encrypted storage of Integration credentials (Section 4.5), and the data export and deletion commitments in Section 10.6.
11.3 Evolving product. Given the early stage of the Service, Customer should expect a higher pace of change than with a mature product and should take this into account in deciding how to rely on the Service.
12.1 Mutual authority warranty. Each Party warrants that it has the legal power and authority to enter into this Agreement.
12.2 "AS IS." EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
12.3 No uptime commitment. Provider does not warrant that the Service will be uninterrupted, error-free, or completely secure. No uptime percentage, availability guarantee, or service-level commitment is made under this Agreement unless the Parties separately agree to one in a signed writing.
12.4 Data accuracy. Provider does not warrant the accuracy or completeness of Customer Data, including financial and qualitative information submitted by Portfolio Company Users or imported through Integrations, or of AI-generated content (Section 6).
13.1 Reporting and monitoring software only. The Service is portfolio-monitoring and reporting software. It is a tool that helps Customer collect, organize, analyze, and report information that Customer's personnel and portfolio companies choose to enter or connect. It does not evaluate, verify, or opine on the merits of any investment.
13.2 No fiduciary or advisory role. Provider is not registered as, and does not act as, an investment adviser, broker-dealer, commodity trading advisor, or fiduciary of any kind in connection with the Service, and nothing in this Agreement or the Service should be construed to create such a role or relationship.
13.3 No advice. Nothing produced by or through the Service — including dashboards, metrics tables, tear sheets, alerts, LP reporting materials, or AI-generated content — constitutes investment, legal, tax, or accounting advice, or a recommendation to buy, sell, hold, or make (or refrain from making) any investment.
13.4 Customer's responsibility. Customer's investment decisions, and its LP communications and reporting obligations, are its own. Customer is solely responsible for independently verifying any data or content produced using the Service before relying on it, and should consult qualified investment, legal, tax, and accounting professionals as appropriate.
14.1 Cap on liability. SUBJECT TO SECTION 14.3, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
14.2 Exclusion of consequential damages. SUBJECT TO SECTION 14.3, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.3 Carve-outs. The limitations in Sections 14.1 and 14.2 do not apply to: (a) a Party's indemnification obligations under Section 15; (b) a Party's breach of Section 8 (Confidentiality); (c) Customer's payment obligations under Section 9; (d) either Party's gross negligence, willful misconduct, or fraud; or (e) any liability that cannot be limited or excluded under applicable law.
14.4 Basis of the bargain. The Parties agree that the limitations in this Section 14 reflect a reasonable allocation of risk and are a fundamental basis of the bargain, and will apply regardless of the theory of liability and even if a remedy fails its essential purpose.
15.1 By Customer. Customer will defend, indemnify, and hold harmless Provider and its officers, employees, and agents from and against third-party claims, and resulting damages, costs, and reasonable attorneys' fees, arising from: (a) Customer Data or Customer's (or its Authorized Users') use of the Service in violation of this Agreement; (b) Customer's configuration choices or instructions, including access levels granted to LP Users or Portfolio Company Users; (c) Customer's violation of applicable law or a third party's rights, including rights of LP Users, Portfolio Company Users, or portfolio companies; or (d) Customer's use of any Third-Party Service.
15.2 By Provider. Provider will defend, indemnify, and hold harmless Customer from and against third-party claims, and resulting damages, costs, and reasonable attorneys' fees, alleging that the Service, as provided by Provider and used by Customer in accordance with this Agreement, infringes or misappropriates that third party's U.S. intellectual property rights. This obligation does not apply to claims arising from: (i) modifications to the Service not made by Provider; (ii) combination of the Service with products or services not provided by Provider; (iii) use of the Service outside the scope of this Agreement; or (iv) Third-Party Services. If the Service becomes, or Provider believes it may become, the subject of such a claim, Provider may, at its option, procure the right for Customer to continue using the Service, modify the Service to avoid infringement, or, if neither is reasonably available, terminate the affected feature or this Agreement and refund any prepaid, unused Fees.
15.3 Procedure. The indemnified Party will give the indemnifying Party prompt written notice of any claim, allow the indemnifying Party to control the defense and settlement of the claim (subject to the indemnified Party's consent for any settlement that admits fault or imposes obligations on the indemnified Party), and reasonably cooperate at the indemnifying Party's expense.
16.1 Updates. Provider may update these Terms from time to time to reflect changes to the Service, legal or regulatory requirements, or business practices.
16.2 Notice. For material changes, Provider will provide notice — for example, by email to Customer's GP Users or by notice within the Service — at least [thirty (30)] days before the change takes effect.
16.3 Continued use. Continued use of the Service after an updated version of these Terms takes effect constitutes acceptance of the update. If Customer does not agree to an update, Customer's remedy is to stop using the Service and, if applicable, terminate this Agreement under Section 10.
16.4 Active order terms. If Customer has a signed Order Form in effect, changes to these Terms that are materially adverse to Customer will not apply to Customer until the current term of that Order Form renews, unless the change is required sooner by law or to address a security risk.
17.1 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, not to be unreasonably withheld, except that either Party may assign this Agreement without consent in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.
17.2 Force majeure. Neither Party is liable for any delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including natural disasters, internet or utility outages, acts of government, and labor disputes.
17.3 Notices. Legal notices to Provider must be sent to ben@iaglobal.vc [confirm whether a physical mailing address should also be designated]. Legal notices to Customer will be sent to the administrative contact or GP User designated in the applicable Order Form or account.
17.4 Entire agreement. This Agreement — consisting of these Terms, any applicable Order Form, and any policies incorporated by reference — is the entire agreement between the Parties regarding the Service and supersedes all prior or contemporaneous agreements or communications on that subject.
17.5 Severability. If any provision of this Agreement is found unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.
17.6 No waiver. A Party's failure to enforce a provision of this Agreement is not a waiver of its right to do so later.
17.7 Independent contractors. The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship, and Provider is not a general partner, investment manager, or fiduciary of Customer's fund.
17.8 No third-party beneficiaries. Except as expressly stated, this Agreement does not create rights enforceable by any person or entity that is not a Party, including LP Users, Portfolio Company Users, or portfolio companies. (Whether Portfolio Company Users should instead receive certain terms directly is an open item — see the checklist below.)
18.1 This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas, for any dispute arising out of or relating to this Agreement, and waive any objection to personal jurisdiction or venue in those courts.
[Note: governing law, venue, and the choice between litigation and arbitration are attorney decision points and should be confirmed before this Agreement is finalized.]
Questions? Contact ben@iaglobal.vc