Terms of Service
Effective Date: December 26, 2025
Last Updated: December 26, 2025
These Terms of Service ("Terms") govern your access to and use of the Sync.VC website, platform, communications, data room materials, and any services related to capital allocation, syndication through special purpose vehicles ("SPVs"), fund management (if applicable), and venture studio activities (collectively, the "Services") provided bySync.VC, LLC and its affiliates ("Sync.VC," "we," "us," or "our"). By accessing or using theServices, you agree to be bound by these Terms.
1. Scope of Services
Sync.VC may operate in one or more of the following capacities. Each offering and relationship is governed by the specific documents provided for that product or transaction.
1.1 Capital Allocation and Syndication (SPVs). Sync.VC may sponsor, organize, manage, or facilitate deal-specific SPVs and may provide administrative and investor-relations services to those vehicles.
1.2 Fund Management (if applicable). Sync.VC may sponsor and/or manage pooled investment vehicles. Any fund is governed solely by its governing documents (e.g., limited partnership agreement, operating agreement, subscription documents, and any offering materials).
1.3 Venture Studio / Operating Activities. Sync.VC may incubate, build, operate, advise, or provide services to portfolio companies and may receive equity, token allocations, advisory fees, revenue share, or other consideration.
2. Eligibility and Investor Representations
You must be at least 18 years old to use the Services. If you participate in an investment opportunity, you represent and warrant that: (a) you are eligible to participate under applicable securities laws (including accreditation status where required), (b) you understand that private investments are speculative, illiquid, and involve substantial risk, including total loss of capital, and (c) you are making an independent investment decision and have consulted your own advisers as needed.
3. No Investment Advice; No Fiduciary Duty
Sync.VC does not provide investment, legal, tax, or accounting advice. Nothing in theServices constitutes a recommendation to buy, sell, or hold any security or other asset.Unless expressly agreed in a signed writing, Sync.VC is not acting as your fiduciary.
4. Offering Documents Control
For any SPV, fund, or other investment product, the applicable operating agreement or partnership agreement, subscription documents, side letters, and offering materials(collectively, the "Offering Documents") control. In the event of a conflict between these Terms and the Offering Documents, the Offering Documents govern with respect to that offering.
5. Fees and Compensation
Sync.VC may earn fees and other compensation, which may include management fees, carried interest, transaction fees, administrative fees, consulting or advisory fees from portfolio companies, equity or token allocations, or other compensation as disclosed in theOffering Documents or otherwise in writing. Unless expressly stated otherwise, fees are non-refundable.
6. Platform Use; Prohibited Conduct
You agree not to: (a) share access credentials; (b) misuse or disclose confidential deal materials; (c) circumvent Sync.VC in connection with opportunities introduced through theServices; (d) copy, scrape, or reverse engineer the Services; or (e) use the Services in violation of law. Sync.VC may suspend or terminate access at any time.
7. Confidentiality
Deal information, investor communications, and non-public materials made available through the Services are confidential and may be used solely for evaluating opportunities through Sync.VC. You may disclose such information only to your professional advisers who are bound by confidentiality obligations, or as required by law.
8. Intellectual Property
The Services and all content, branding, frameworks, templates, and materials are owned by Sync.VC or its licensors and are protected by intellectual property laws. Except for a limited, revocable license to access the Services for personal or internal business use, no rights are granted.
9. Conflicts of Interest
You acknowledge that Sync.VC may face conflicts of interest, including because Sync.VC (and its principals, employees, or affiliates) may invest alongside investors, receive compensation from portfolio companies, operate businesses, or allocate time and resources among multiple ventures. Specific conflicts may be disclosed in OfferingDocuments, but Sync.VC is not required to disclose every potential conflict unless required by law.
10. No Guarantees; Disclaimers
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." SYNC.VC MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT RETURNS, LIQUIDITY, PERFORMANCE, OR THE AVAILABILITY OF ANY OPPORTUNITY. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SYNC.VC WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. SYNC.VC'STOTAL LIABILITY FOR ANY CLAIM WILL NOT EXCEED THE AMOUNT OF FEES PAID TOSYNC.VC FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE EVENT.
12. Indemnification
You agree to indemnify and hold harmless Sync.VC and its affiliates from claims arising out of (a) your use of the Services, (b) your breach of these Terms, or (c) your violation of law.
13. Governing Law; Dispute Resolution
These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles, unless another jurisdiction is specified in the Offering Documents. Any dispute arising from these Terms will be resolved through binding arbitration (except where prohibited by law). Venue for any permitted court proceedings will be in [InsertCounty/State].
14. Changes to These Terms
We may update these Terms from time to time. The "Last Updated" date above indicates when changes were made. Continued use of the Services after changes become effective constitutes acceptance.
15. Contact
For questions, contact legal@sync.vc.
Company: Sync.VC, LLC
Contact: legal@sync.vc
