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VNTR OS — Terms of Use

Positioning: VNTR OS is permissioned software infrastructure for analysis, workflow coordination, relationship intelligence, documents, reporting, and human-approved communications. It is NOT a broker or broker-dealer, NOT an investment adviser, NOT a fiduciary, and NOT an autonomous decision-maker, and it provides no investment, legal, tax, or financial advice. All decisions, signatures, approvals, and movements of money remain solely with the human User.

Last updated: July 7, 2026 Effective date: June 8, 2026

These Terms of Use (the "Terms") govern your access to and use of VNTR OS — the agentic software platform for private capital described below — operated by VNTR Circle LLC (together with its relevant affiliates, "VNTR", the "Operator", "we", "us", or "our"), a Delaware limited liability company, with its registered address at c/o its registered agent, Agents and Corporations, Inc., 1207 Delaware Ave #3808, Wilmington, DE 19806, USA. By creating an Account, accessing, or using the Platform, you agree to be bound by these Terms and by the documents incorporated by reference (the Privacy Policy and, where you purchase the Distribution service, the Distribution Offer). If you do not agree, do not use the Platform.

If you use the Platform on behalf of an organization, you represent that you have authority to bind that organization, and "you" and "User" refer to that organization and its authorized team members.

1. Definitions

For the purposes of these Terms (capitalized terms used and not defined here have the meaning given in the Distribution Offer):

  • Platform / VNTR OS — the VNTR OS software, websites, dashboard, APIs, CLI/MCP interfaces, Telegram and voice surfaces, agents, and related services made available by the Operator.
  • Operator — VNTR Circle LLC, a Delaware limited liability company, the legal entity that provides the Platform.
  • Account — a registered profile through which a User accesses the Platform, including any organization, team, and team-member profiles created under it.
  • User — any person or entity that accesses or uses the Platform, in any of the roles of Investor (private investor, family office, or fund), Startup (founder/company), or Fund.
  • Brain — a User's private workspace on the Platform: a knowledge base about the User, a full activity history (of both the User/team and the agents), and the personal Orchestrator agent.
  • Orchestrator — the personal agent in a User's Brain that holds the User's goals and directs, supervises, and synthesizes the work of specialist Agents. The Orchestrator prepares, surfaces, and coordinates; it does not decide, sign, or move money.
  • Agent — a specialist software agent (e.g. Deal Intake, DD, Investment Memo, Communication, Distribution, Reporting, and others) that the User may enable ("hire") within their Brain to perform a defined task and produce a defined output.
  • Thesis / Mandate — an Investor's or Fund's versioned specification of their investment criteria (sectors, stages, geographies, ticket, ownership, exclusions, the bar) used by the Platform for Screening.
  • Memo — an analytical report produced by an Agent about a deal, including thesis-matched, sourced, and confidence-scored content. A Memo is informational only (see §3).
  • Screening — the Platform's automated filtering of inbound deal flow against a User's Thesis/Mandate.
  • Distribution — the paid information-and-technology service, governed by the Distribution Offer, by which a Startup's materials are delivered to Investors' agents in the network according to access settings.
  • Private send — an Investor-initiated, free, single-use, time-limited (TTL) token allowing a specific Startup to send a deal into a specific Investor's Brain, with no distribution to the network and no search indexing.
  • Access levels — the five data-sharing levels the User controls — Public / Qualified / NDA / Restricted / Internal — enforced by the Platform at the database (row-level security) and API layers.
  • Audit log — the Platform's immutable record of disclosures, accesses, and material actions taken within a Brain by Users, teams, and Agents.
  • User Materials — any data, documents, pitch decks, files, text, or other content a User uploads to, generates in, or shares through the Platform.

2. Nature of the service

(a) What VNTR OS is. VNTR OS is permissioned software infrastructure that provides tools for analysis, workflow coordination, relationship intelligence, document handling, reporting, and human-approved communications. The Platform helps Users organize information and coordinate their own activity; it does not act on a User's behalf in any matter reserved to the User under §3.

(b) What VNTR OS is NOT. The Platform, the Operator, the Orchestrator, and the Agents are NOT and do not act as: a broker, broker-dealer, dealer, placement agent, finder, or underwriter; an investment adviser or financial adviser; a fiduciary of any User; a fund, issuer, or counterparty to any investment; or an autonomous decision-maker. The Platform is not a party to any investment transaction and does not manage, hold, custody, or move funds between any Users.

(c) No advice. Nothing on or produced by the Platform constitutes investment, legal, tax, accounting, or financial advice, an offer or solicitation to buy, sell, or hold any security, or a recommendation that any transaction is suitable for any person. The Platform does not assess the suitability of any investment for any User.

(d) No guarantee of outcomes. The Platform does not guarantee — and nothing in it should be read to promise — any capital raise, deal, match, introduction, investment, return, valuation, or other outcome. Network metrics, Screening results, and matches are informational and probabilistic, not assurances.

3. AI / agent outputs disclaimer

(a) Outputs are informational only. The outputs of the Orchestrator and Agents — including Screens, Memos, extracted facts, confidence scores, summaries, drafts, enrichment, and any other generated content (collectively, "Agent Outputs") — are provided for informational purposes only.

(b) Generated by AI. Agent Outputs are generated using artificial intelligence and third-party large language models and data providers (e.g. Anthropic, OpenAI, Perplexity, and others). They may be inaccurate, incomplete, outdated, biased, or fabricated ("hallucinated"), and must be independently verified by the User before any reliance.

(c) Confidence scores are not assurances. Confidence scores, match scores, and similar indicators are estimates produced by software and do not constitute any warranty, certification, or assurance of accuracy, completeness, or outcome.

(d) Human control is absolute. All decisions, signatures, approvals, and movements of money remain solely and at all times with the human User. The Platform does not, and the User shall not configure it to, take any legally or financially binding action, send any externally-binding communication, execute any transaction, or move any funds without the explicit, contemporaneous approval of a human User.

(e) Not a recommendation. Nothing the Platform surfaces, ranks, scores, or routes is a recommendation to buy, sell, or hold any security or to enter into any transaction.

4. User responsibilities and representations

You represent, warrant, and covenant, on a continuing basis, that:

(a) Accuracy. All information you provide (including your profile, Thesis/Mandate, allocation, and company/round data) is accurate and kept up to date, and you are solely responsible for it.

(b) Right to upload and share. You own, or have all necessary rights, licenses, consents, and authority to upload, process, and share, all User Materials (including pitch decks and documents), and their use on the Platform does not infringe any third-party intellectual property right, violate any confidentiality, non-disclosure, or contractual obligation, or breach any applicable law.

(c) Lawful use. You will use the Platform only for lawful purposes and in compliance with all applicable laws and regulations, including securities, data-protection, anti-spam, and export-control laws.

(d) No regulated advice to third parties. You will not use the Platform to provide brokerage, investment-advisory, or other regulated financial services to third parties, or to hold yourself out as doing so through the Platform.

(e) Account and credential security. You are responsible for safeguarding your Account credentials and for all activity under your Account. You will notify us promptly of any unauthorized use.

(f) Teams, roles, and access grants. You are responsible for the team members you add, the roles you assign, and the access grants and Access-level settings you configure, and for all actions taken by your team members and by Agents you enable.

5. Third-party and User content; untrusted input

(a) No responsibility for content. The Platform is not responsible for the accuracy, legality, quality, or content of any User Materials or third-party materials (including pitch decks, documents, and data) uploaded or shared by Users or third parties. Such materials do not represent the views of the Operator.

(b) Untrusted input. All User-supplied and third-party materials are treated by the Platform as untrusted input. The Platform may parse, analyze, summarize, and reference such materials, but their content will never drive side-effectful or externally-binding actions without the explicit human approval required by §3(d). Users must not rely on the Platform to validate the trustworthiness of any uploaded material.

(c) Processing to provide the service. Subject to the Privacy Policy and §9, you grant the Operator the rights described in §9 to host, process, parse, store, and otherwise handle User Materials as necessary to provide the Platform.

6. Accounts, teams, roles, and access levels

(a) Eligibility. You must be of legal age to form a binding contract and not barred from using the Platform under applicable law.

(b) Organizations and teams. An Account may include an organization with multiple team members, each with assigned roles and access rights. The account owner is responsible for managing membership and permissions.

(c) Access levels. The Platform supports five Access levels — Public / Qualified / NDA / Restricted / Internal — that the User controls. The Platform acts on the User's Access settings and block lists and does not independently determine who may see a User's data. You are responsible for setting Access levels appropriately for each item of User Materials.

(d) Connected integrations. You may optionally connect third-party accounts — for example Google Calendar — to enable features such as scheduling and meeting coordination. You authorize each connection yourself; only the permissions you approve are granted; the Platform uses the connected data solely to provide the feature you enabled (and as described in the Privacy Policy); and you may disconnect at any time in Settings or through the third-party provider. Your use of any connected service remains subject to that provider's own terms, and the Operator's use of Google user data adheres to the Google API Services User Data Policy, including its Limited Use requirements.

7. Distribution service and fees

(a) Separate offer governs. Where a Startup purchases the Distribution service, that service — including its fee and obligations — is governed by the public offer in the Distribution Offer, which is incorporated by reference. In the event of any conflict between these Terms and that offer as to the Distribution service and its fees, the offer controls.

(b) Software/platform distribution fee. The fee payable for the Distribution service (a one-time fee per company, at the amount stated in the Distribution Offer at the time of purchase, with no performance-based or success-based component) is a software/platform fee for the Distribution information-and-technology service, owed by the Startup (the buyer of Distribution). It is expressly not a finder's fee, placement fee, brokerage fee, or commission, is not consideration for effecting any securities transaction, and is not charged to any Investor.

(c) Payment terms by reference. The amount, payment terms, and dispute resolution for the Distribution fee are as set out in the Distribution Offer and are not restated here.

(d) No guarantee. Consistent with §2(d), the Distribution service does not guarantee any raise, match, or outcome.

8. Subscriptions, fees, billing, and taxes

(a) Investor subscription. The Investor agent subscription is offered at $100/month (or such other price as published in the dashboard), entitling the Investor to a persistent agent and a usage allowance (e.g. a target volume of screened deals per month), with soft overage rather than a hard wall, as described in the Platform. Investors read Startup reports at no charge as described in the Platform.

(b) Payment terms. Fees are billed in advance for the applicable period, are due as stated at the point of purchase, and (except as required by applicable consumer law or expressly stated) are non-refundable. We may change prices prospectively on notice.

(c) Taxes. Stated fees are exclusive of taxes. You are responsible for all applicable sales, use, VAT, GST, withholding, and similar taxes, except for taxes on the Operator's net income.

9. Intellectual property and licenses

(a) Platform IP. The Platform, including all software, agents, models, prompts, designs, text, graphics, and trademarks (other than User Materials), is owned by the Operator or its licensors and is protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform in accordance with these Terms. All rights not expressly granted are reserved.

(b) Your data. As between you and the Operator, you retain all ownership of your User Materials and your User data. You grant the Operator a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, parse, analyze, transmit, and create derived data and outputs from your User Materials solely to provide, secure, support, and improve the Platform for you and, where you direct it, to share materials with other Users according to your Access settings. This license ends when the relevant User Materials are deleted, except for residual backups and as required by law or §13.

(d) Feedback. If you give us feedback or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation to you.

10. Acceptable use / prohibited conduct

You will not, and will not permit any team member or third party to:

(a) use the Platform for any unlawful, fraudulent, or deceptive purpose; (b) upload any User Materials you do not have the right to share, or that infringe IP or violate confidentiality, NDA, or privacy obligations; (c) use the Platform to provide regulated investment, brokerage, or advisory services to third parties (see §4(d)); (d) scrape, crawl, harvest, reverse-engineer, decompile, or attempt to derive the source code, models, or prompts of the Platform, except to the extent such restriction is prohibited by applicable law; (e) circumvent, disable, or interfere with Access controls, security features, rate limits, the Audit log, or the human-approval controls in §3(d); (f) introduce malware, attempt unauthorized access, or disrupt the integrity or performance of the Platform; (g) misuse the AI/agent features, including attempting to cause Agents to take side-effectful or binding actions without human approval, or to generate unlawful content; or (h) resell or provide the Platform to third parties except as expressly permitted.

Copyright / DMCA. The Operator's DMCA Designated Agent is Agents and Corporations, Inc., 1207 Delaware Ave #3808, Wilmington, DE 19806, USA; copyright complaints to info@vntr.vc.

11. Disclaimers of warranties; limitation of liability; indemnification

(a) "AS IS." THE PLATFORM AND ALL AGENT OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY AGENT OUTPUT WILL BE ACCURATE, COMPLETE, OR CURRENT.

(b) Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE OPERATOR WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, INVESTMENT OPPORTUNITY, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE PLATFORM OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY. THE OPERATOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO THE OPERATOR FOR THE PLATFORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. This cap mirrors the "as is" / liability-cap language in the Distribution Offer §8.

(c) Indemnification. You will indemnify, defend, and hold harmless the Operator and its affiliates, officers, and personnel from and against any claims, losses, and expenses (including reasonable legal fees) arising out of or related to: (i) your User Materials; (ii) your use of the Platform; (iii) your breach of these Terms or of any law; (iv) your investment, financing, or other decisions; or (v) your infringement or violation of any third-party right.

12. Confidentiality and data

(a) Privacy Policy. Our processing of personal data is governed by the VNTR OS Privacy Policy, incorporated by reference.

(b) Audit log. The Platform maintains an Audit log of disclosures, accesses, and material actions within each Brain. You acknowledge that actions you and your team and Agents take are logged for security, attribution, and compliance.

(c) Confidentiality of private sends. A Private send is delivered via a single-use, TTL-limited token; the deal is not distributed to the network and is not indexed for search. The Operator will treat materials shared via Private send and under NDA/Restricted/Internal Access levels in accordance with the applicable Access settings and the Privacy Policy.

13. Term, suspension, and termination

(a) Term. These Terms apply while you have an Account or use the Platform.

(b) Suspension / termination by us. We may suspend or terminate your access, with or without notice, for breach of these Terms, suspected unlawful or fraudulent use, risk to the Platform or other Users, or non-payment.

(c) Termination by you. You may stop using the Platform and request closure of your Account at any time, subject to the survival provisions below.

(d) Survival. Termination does not relieve you of any accrued payment obligations, including any Distribution fee that has become due under the Distribution Offer. Sections that by their nature should survive (including Definitions, §§2–5, 7(b), 8–12, 11, 14, and 16–17) survive termination.

14. Changes to these Terms

We may modify these Terms from time to time. We will post the updated Terms with a revised "Last updated" date and, where required, provide notice. Your continued use of the Platform after changes take effect constitutes acceptance.

15. General

(a) Entire agreement. These Terms, the Privacy Policy, and (for Distribution) the offer in the Distribution Offer are the entire agreement between you and the Operator regarding the Platform.

(b) Severability; no waiver; assignment. If any provision is unenforceable, the rest remain in effect. Our failure to enforce is not a waiver. You may not assign these Terms without our consent; we may assign to an affiliate or successor.

(c) Notices. Notices to the Operator should be sent to info@vntr.vc / c/o its registered agent, Agents and Corporations, Inc., 1207 Delaware Ave #3808, Wilmington, DE 19806, USA. We may give notice to you via the Platform or your Account email.

16. Governing law; dispute resolution; venue

(a) Governing law. These Terms and your use of the Platform are governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without regard to its conflict-of-law provisions.

(b) Arbitration. You and VNTR agree to arbitrate any dispute, claim, or controversy arising from or related to these Terms or the Platform. Arbitration will be conducted in Wilmington, Delaware, before a single arbitrator under the JAMS rules. You may opt out of this arbitration agreement by sending written notice to info@vntr.vc within 30 days of first accepting these Terms.

(c) Venue. Subject to the arbitration agreement, the state and federal courts located in New Castle County, Delaware, U.S.A. will have exclusive jurisdiction over any suit.

(d) Contact. Questions about these Terms: info@vntr.vc.

17. Compliance and regulatory note

(a) Software infrastructure, not a financial intermediary. The Platform is software infrastructure. The Operator is not a registered broker-dealer, investment adviser, or other regulated financial intermediary, and the Platform must not be used in a way that would require such registration without appropriate licensing.

(b) Distribution fee. The software/platform distribution fee in §7(b) is structured as a fee for an information-and-technology service owed by the Startup, and is deliberately not framed as a finder's, placement, or brokerage fee.

(c) Human-in-the-loop. The Platform is designed so that decisions, signatures, approvals, and the movement of money are always under explicit human control (§3(d)). This control is a core compliance feature and must not be disabled or circumvented.