These General Terms of Service (the** “General Terms”) are a legally binding agreement between you (“User,” “you”) and AncoraOak Studio (AOS) and its affiliates (“AncoraOak Asset Management Inc.,” “AAM,” “we,” “us,” or “our”).** They govern your access to and use of our websites, investor portal(s), data rooms, applications, content, features, communications, and related services (collectively, the “Services”).
By accessing or using the Services (including merely viewing publicly available pages), you agree to these General Terms, the service-specific terms incorporated by reference (the “Service Terms”), our Privacy Policy, and our E-Sign Consent (together, the “Terms”). If you do not agree, do not use the Services.
Who we are. The Services are provided by AncoraOak Asset Management Inc. and its affiliates.
What we provide. AOS operates a professional venture studio and investor platform. The Services may include, without limitation:
Investor Portal (profile creation, eligibility/verification workflows, preference signaling, allocator communications), governed by Investor Portal Terms;
Data Room (gated materials under confidentiality controls), governed by Data Room Terms and a Mutual NDA;
Digital Subscriptions/Research (notes, updates), governed by Digital Subscriptions Terms;
Administration/Back-Office services for certain entities, governed by Administration Terms;
Each category is governed by posted Service Terms, which are incorporated by reference.
How you use the Services. You may need to create an account (“Account”) and user profile. You must provide accurate, complete, and up-to-date information and keep it current. You are responsible for safeguarding your credentials and for all activity on your Account, including by any users you permit to act for you.
Regulatory posture / No offer. AOS does not offer, recommend, solicit, or advise on the purchase or sale of any security through the Services. Any potential investment opportunity (if available to you) is provided only via definitive documentation to eligible users who have completed all required onboarding and gating, and only as permitted by applicable law.
Support and Updates. AOS has no obligation to provide support, upgrades, updates, patches, enhancements, or fixes (“Updates”). Any Updates we do provide become part of the Services and are subject to these Terms.
Definitions. “Content” means text, data, images, audio, video, software, documentation, and other materials available through the Services. “User Content” means Content you or users of your Account submit or make available through the Services (e.g., profiles, uploads, messages).
Our rights. As between you and AOS, we own all rights in and to the Services and our Content (excluding User Content and third-party content). Do not remove proprietary notices or misuse our marks.
Your license to us. When you submit User Content, you grant AOS a worldwide, non-exclusive, transferable, sublicensable, royalty-free license to host, store, use, copy, modify, publish, display, distribute, and create derivative works from it to operate, secure, improve, and provide the Services.
Your responsibility. You represent that you have all rights needed for your User Content and that neither it nor your use of it via the Services infringes others’ rights or violates law.
Removal; notice. You may remove certain User Content; copies may persist in backups or where others have stored it. We may monitor, moderate, move, block, or remove Content at any time at our discretion. If we remove or disable your Content and notice is required, notice via email to the address in your profile constitutes reasonable notice.
The Services may enable access to third-party products or services (e.g., identity verification, sanctions screening, storage, communications, e-signature, payments). Your use of any third-party service is subject to those providers’ terms and policies. We are not responsible for third-party services or changes to their features.
You agree that:
you have the right, authority, and capacity to enter into these Terms on your own behalf and on behalf of any entity or third party for whom you act; if any aspect of your participation in the Services violates laws applicable to you, you will cease using the Services and close your Account;
you are at least 18 years old;
you have read and understand the General Terms, any applicable Service Terms, and our Privacy Policy and will review updates;
your access to the Services is not prohibited by your residence, place of organization, citizenship, or access location;
you alone are responsible for maintaining the confidentiality of your login information (including User ID and password);
before acting on behalf of any third party (including an entity), you will disclose such party to us if required by our workflows;
you will promptly update registration/contact information and ensure Content you provide remains true, correct, and complete;
you will provide AOS only Content you have the right to provide and to display via the Services, and you have adequate rights to all IP/materials you submit;
you will conduct yourself in a professional and honest manner in all interactions with AOS, the Services, and other Users and refrain from defamatory, threatening, harassing, profane, obscene, misleading, or otherwise objectionable content or language;
to the extent AOS is determined not to be the licensee of User Content you provided (including “moral rights”), you consent to actions authorized by AOS regarding such rights, agree not to assert them, and agree to confirm such consents on request;
your User Content may be viewed by other Users and via third-party websites/services; AOS is not responsible for republication (including by unauthorized third parties);
you should only provide Content you are comfortable sharing; you understand User Content may be republished and you may be liable if you lack rights;
you understand other Content found via the Services is the sole responsibility of the originator;
you do not rely on AOS to monitor or edit the Services (including emails initiated by individuals using the Services); you waive objections/claims arising from viewing such content;
you will not post inaccurate, misleading, or deceitful User Content;
you are not relying on AOS to review, confirm, monitor, endorse, support, represent, guarantee, or have knowledge of the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services, or to endorse any opinions expressed;
by using the Services, you may be exposed to Content that is offensive, harmful, inaccurate, incomplete, or otherwise inappropriate; you have no claim against AOS for such material;
the Services may include advertising or similar items related to Content, queries, or other information; you have no claim regarding such placement;
you will comply with all applicable laws, rules, and regulations in using the Services and in any relationships that may result.
Robots / APIs. If you operate a search engine or robot, or republish a significant fraction of AOS Content, you must:
(a) use a descriptive user-agent header;
(b)** **follow robots.txt at all times;
(c) make it clear how to contact you (in your user-agent string or on your website);
(d) obtain explicit written approval for any AOS API access, which remains subject to these Terms.
You agree that you will not:
use a name, email, or identifier that is false, deceptive, conceals identity/affiliation, or belongs to someone else with intent to impersonate;
use any login subject to another’s rights without authorization;
create an Account or use the Services if you were previously removed or banned;
copy, disclose, or distribute Content except as expressly permitted (including automated or manual scraping/harvesting), or use the Services for competitive purposes;
use any Content or information obtained from AOS, Users, or the Services for commercial or investment activity outside the purposes for which the Services are provided, or in a way that directly or indirectly competes with AOS, without our prior written approval;
use automated means (spiders, robots, offline readers) that impose an unreasonable load compared to human browsing (public search engines may crawl publicly available pages subject to our revocable permission and excluding caches/archives);
stalk, hack, phish, harass, spam, bully, insult, or otherwise behave inappropriately toward Users or any third party;
post User Content that is fraudulent, false, misleading, defamatory, libelous, obscene, threatening, unlawful, infringing, inflammatory, or violates agreements/policies to which you are subject;
interfere with, disrupt, compromise security, or decipher transmissions to/from the Services or related networks;
destroy, manipulate, remove, disable, redact, modify, distort, or harm Content provided by another User or any Service functionality (including de-indexing or de-caching);
upload worms, Trojan horses, viruses, malware, invalid data, or other software agents;
market competing services to people you identified through AOS or use AOS to market services;
rent, lease, resell, sublicense, distribute, or transfer access to the Services; operate a service bureau or time-sharing arrangement;
claim any right to access, view, or alter source or object code of or supporting the Services;
claim ownership or proprietary rights in material/software/IP shown on or through the Services that you do not own;
encourage or enable others to do any of the above;
violate AOS Community Rules (as defined below);
allow direct competitors of AOS to access your Account unless necessary for AOS to provide the Services;
solicit Users to obtain contact information (emails/social profiles) unless required by law or necessary for AOS to provide the Services.
Please review our Privacy Policy to understand how we collect, use, and disclose information. Continued use after posted updates constitutes consent to those changes to the extent permitted by law.
Locked Information; competitive use. You agree not to republish information obtained through the Services—including “Locked Information” designated as confidential/gated—to any site/app whose principal purpose is to compete with AOS. You will take appropriate precautions to protect such information and comply with gating terms (including any NDA).
**Background checks / non-verification. **AOS does not undertake to inquire into the backgrounds of Users or to verify User-provided content (though we reserve the right to use public sources, screenings, or other checks at any time). You are solely responsible for your decisions and for verifying information appropriate to your use case.
To the fullest extent permitted by law, you release AOS and its affiliates, officers, directors, managers, partners, employees, members, owners, shareholders, agents, attorneys, third-party content providers, distributors, licensees/licensors, and representatives (together,** **“AOS Parties”) from claims arising out of or related to: your use of the Services or reliance on Content; misstatements, inaccuracies, or omissions in Content; obligations arising from user communications; violations of these Terms; third-party misuse of Content obtained via the Services; outages, bugs, errors, or delays; inability to access the Services; and third-party access using your Account.
You will defend, indemnify, and hold AOS Parties harmless from third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: your (or your delegates’) use of the Services; your violation of these Terms or law; infringement or violation of others’ rights; disputes between you and other Users; your Content; negligence, willful misconduct, or fraud; and any other party’s use of the Services with your Account.
THE SERVICES AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY (INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, OR SECURITY). TO THE MAXIMUM EXTENT PERMITTED BY LAW, AOS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR FOR LOSS OF PROFITS, REVENUE, OPPORTUNITY, DATA, GOODWILL, OR REPUTATION; OR FOR PERSONAL/BODILY INJURY OR EMOTIONAL DISTRESS; OR FOR ANY MATTER BEYOND OUR REASONABLE CONTROL. IN NO EVENT WILL AOS’S TOTAL LIABILITY EXCEED THE FEES YOU PAID TO AOS IN THE NINETY (90) DAYS BEFORE THE EVENT GIVING RISE TO LIABILITY.
Some jurisdictions limit disclaimers; those limitations apply only to the extent required.
We may modify, suspend, or discontinue any Service (or your access) at any time, with or without notice. We may refuse or cancel registrations, terminate or suspend access, reclaim usernames, and remove or disable Content that violates these Terms or law. We may access, preserve, and disclose information where we reasonably believe it necessary to comply with law, enforce these Terms, prevent fraud/security incidents, or protect users and the public.
Publicity. You agree that AOS may use your (and your organization’s) name and logo in customer lists, case studies, and similar marketing references; you may withdraw permission by written notice where legally permissible.
We respect intellectual-property rights and respond to proper notices. If you believe material on the Services infringes your rights, notify our designated agent with details sufficient to locate the material and identify your rights; include statements of good-faith belief and authority and provide a physical or electronic signature.
Designated Agent: AncoraOak Studio, Attn: Copyright Agent, 150 King St W, Toronto, ON, copyright@ancoraoak.studio
We may remove material and, where appropriate, terminate repeat infringers.
These Terms continue until terminated. You may stop using the Services at any time. We may suspend or terminate the Services or your access at any time, including for suspected violations. Upon termination, rights to access/use Services end immediately and amounts due become payable; prepaid fees are typically non-refundable (see Section XV).
The following provisions survive termination: Sections I (to the extent incorporating Service Terms), II, III, IV, V, VI, VII, VIII, IX, X, XI, XII, XIII, XIV, XV, XVI, XVII, XVIII, and all definitions and disclaimers needed to interpret any surviving provision.
We are not responsible for disputes between Users. You release AOS Parties from claims, demands, and damages arising out of or related to such disputes.
Informal resolution. Before filing a claim, you agree to attempt to resolve disputes with AOS in good faith for 30 days after providing written notice to AncoraOak Studio, Attn: Legal, 150 King St W, Toronto, ON, or via email to legal@ancoraoak.studio.
Binding arbitration (individual). If not resolved, either party may elect binding, confidential, individual arbitration of any dispute arising from or related to these Terms or the Services (subject to the exclusions below).** **You waive any right to a jury trial or to participate in a class or representative action.
U.S. users. Arbitration administered by the American Arbitration** **Association (AAA) under its Commercial Arbitration Rules (and, as applicable, Consumer Rules). This Section XII is governed by the U.S. Federal Arbitration Act (FAA).
Canada users. Arbitration administered by the ADR Institute of Canada (ADRIC) under its Arbitration Rules.
Other locales. [ICDR/JAMS/LCIA] administered arbitration seated in [Toronto, Ontario / New York, New York / London, UK], as permitted by law.
Opt-out. You may opt out of arbitration within 30 days of first accepting these Terms by sending written notice (name, account email, statement of opt-out) to the address above.
Exclusions. Either party may seek injunctive relief for IP/confidentiality or bring an individual claim in small-claims court where eligible.
If you submit ideas, suggestions, or feedback, you grant AOS a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable license to use and exploit them without restriction or attribution.
We may update these Terms by posting a revised version with a new effective date. Your continued use of the Services after changes post constitutes acceptance of the revised Terms to the extent permitted by law.
Fees and taxes. Fees are exclusive of all taxes, duties, levies, or similar governmental assessments (collectively, “Taxes”). You are responsible for all Taxes associated with your purchases, other than our income taxes.
Refunds; reversals. Unless otherwise stated in Service Terms or in a written agreement, fees are non-refundable. To correct an error, AOS may reverse any payment or distribution to you, but only to the extent necessary to correct the error. If we approve a refund, we will process it to your original payment method (or a reasonable alternative) within** **30 days of approval.
Chargebacks. You agree to contact us before initiating a chargeback. Failure to do so may result in suspension or termination.
By using the Services, you consent to receive electronic communications and to the use of electronic records and signatures for agreements, disclosures, and notices, as described in our E-Sign Consent.** **You confirm that the email and phone number you provide are yours and accurate. You consent to receive autodialed or prerecorded calls and texts at the numbers you provide; standard message/data rates may apply. You may opt out of SMS as described in our messages. We may modify or discontinue SMS messaging at any time.
Availability outside your jurisdiction. The Services are not directed to persons or entities where access or use is prohibited by law. You are responsible for compliance with local laws and must not access the Services where prohibited.
Export/sanctions. You represent that you are not subject to sanctions or on restricted lists and will not use the Services in embargoed countries or in violation of export controls.
Injunctive relief. Breach of IP/confidentiality obligations may cause irreparable harm; AOS may seek equitable relief without posting bond.
Governing law; venue (and FAA hook). Except where non-waivable law requires otherwise, these Terms are governed by the internal laws of Delaware (U.S.), without regard to conflicts principles. For proceedings to enforce arbitration awards or where arbitration is not permitted, the parties submit to the state and federal courts located in San Francisco County, California. Section XII is governed by the U.S. Federal Arbitration Act.
No waiver; severability; assignment. Failure to enforce is not a waiver. If a provision is unenforceable, the remainder remains effective. You may not assign these Terms without our consent; we may assign them.
Force majeure. We are not responsible for delays or failures due to events beyond our reasonable control.
No third-party beneficiaries. These Terms are solely between you and AOS.
Entire agreement; notices; time-limit. These Terms (plus Service Terms and referenced policies) are the entire agreement and supersede prior understandings. We may provide notices via the Services, email, or other electronic means. Where permitted, any claim must be brought within one (1) year after the cause of action accrues.
“Locked Information” means information designated as confidential/gated in the Services and accessible only to permitted Users.
“Community Rules” means any posted conduct rules applicable to forums, comments, messaging, and interactions via the Services.
“Service Terms” means service-specific terms (e.g., Investor Portal Terms, Data Room Terms, Digital Subscriptions Terms, Administration Terms), each incorporated by reference.
Last Updated: October 1, 2025
