Legal

Terms of Service & Issuer Regulatory Attestation

Version 1.0 — Effective upon account creation

1. Nature of the Platform; No Broker-Dealer Relationship

Deal Box is exclusively a technology and software-as-a-service (SaaS) provider. Deal Box is NOT a registered broker-dealer, funding portal, underwriter, investment adviser, or placement agent under the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, or any applicable state securities laws.

Deal Box does not solicit investors, recommend securities, negotiate transaction terms, handle investor funds, or participate in the execution of any securities transactions. The use of the Deal Box platform does not constitute an endorsement, approval, or review of any offering by Deal Box or its affiliates.

2. Issuer's Sole Responsibility for Content and Data

The Issuer retains absolute and sole responsibility for all information, materials, data, pitch decks, Private Placement Memoranda (PPMs), subscription agreements, and financial models (collectively, "Offering Materials") uploaded to, generated by, or hosted on the Deal Box platform.

Deal Box performs no due diligence, verification, or factual checking on the Offering Materials. The Issuer represents and warrants that all content provided is highly accurate, complete, and not misleading in any material respect.

3. Strict Compliance with SEC Regulations and Securities Laws

By utilizing the Deal Box platform, the Issuer expressly represents, warrants, and covenants that its offering of securities is being conducted in strict compliance with all applicable federal and state securities laws. This includes, but is not limited to:

  • Strict adherence to the requirements of the Securities Act of 1933, including valid exemptions from registration such as Regulation D (Rule 506(b) or Rule 506(c)).
  • Absolute compliance with the anti-fraud provisions of federal securities laws, specifically Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Issuer acknowledges that omitting material facts or providing forward-looking financial statements without reasonable basis and adequate cautionary language constitutes securities fraud.
  • Compliance with all applicable state "Blue Sky" laws where the offering is conducted or where investors reside.
  • The obligation to independently verify the accredited status of any investor participating in a Rule 506(c) offering. Deal Box does not verify investor accreditation.

4. Indemnification and Hold Harmless

To the maximum extent permitted by law, the Issuer agrees to unconditionally indemnify, defend, and hold harmless Deal Box, its officers, directors, employees, and affiliates from and against any and all claims, liabilities, damages, losses, regulatory enforcement actions, SEC subpoenas, investor lawsuits, costs, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

  • The Issuer's use of the Deal Box software;
  • Any misrepresentation, omission, or alleged fraud contained within the Issuer's Offering Materials;
  • The Issuer's failure to comply with any applicable federal or state securities laws; or
  • Any dispute between the Issuer and its investors or prospective investors.

5. Right of Termination for Regulatory Risk

Deal Box reserves the right, in its sole and absolute discretion, to immediately suspend, restrict, or terminate the Issuer's access to the platform and remove any hosted portal without prior notice if Deal Box suspects, or receives notice of, any potential violation of securities laws, fraudulent activity, or any action that may expose Deal Box to legal or regulatory liability.

By creating an account on Deal Box, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service & Issuer Regulatory Attestation. These terms are effective as of the date of your account creation and are logged with your IP address and timestamp for legal record-keeping purposes.

For questions, contact legal@dealbox.io.