Terms of Service

1. Platform as Intermediary

StartupAces provides a technology platform that facilitates connections between startup founders (“Startups”) and experienced operators and advisors (“Advisors”). StartupAces is not a party to any engagement, contract, or advisory relationship formed between Startups and Advisors through the platform.

StartupAces does not employ Advisors, does not direct or supervise advisory services, and is not responsible for the performance, quality, or outcome of any advisory engagement. The platform merely provides tools to facilitate matching, communication, agreement execution, and payment processing.

StartupAces does not guarantee that any match will result in a successful engagement, that any Advisor is suitable for a particular Startup's needs, or that advisory services will achieve any particular outcome for the Startup.

2. No Warranty on Match Quality

THE SERVICE AND ALL MATCHES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. STARTUPACES EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

StartupAces does not warrant that: (a) the Service will be uninterrupted, timely, secure, or error-free; (b) any results obtained through the use of the Service will be accurate or reliable; (c) any Advisor profile information is current, complete, or accurate; or (d) any AI-generated match recommendations are appropriate for your specific needs.

StartupAces uses artificial intelligence to generate match recommendations based on information provided by users. These recommendations are informational only and do not constitute professional advice of any kind.

3. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STARTUPACES AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE, EVEN IF STARTUPACES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL STARTUPACES'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO STARTUPACES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for certain types of damages. In such jurisdictions, our liability shall be limited to the greatest extent permitted by law.

4. Non-Circumvention

For a period of twelve (12) months following your first introduction to an Advisor or Startup through the StartupAces platform (“Introduction”), you agree not to engage, hire, retain, contract with, or otherwise work with that party outside of the StartupAces platform (“Circumvention”).

If you engage in Circumvention, you agree to pay StartupAces a fee equal to twenty percent (20%) of the total value of fees, compensation, or consideration paid to the Advisor or received from the Startup during the twelve (12) months following the Introduction, or a minimum of $2,500, whichever is greater.

This non-circumvention obligation does not apply to parties with whom you had a pre-existing relationship documented prior to your first use of the Service, or where you can demonstrate that the introduction occurred independently of the StartupAces platform.

5. Independent Contractor Status

Advisors using the StartupAces platform are independent contractors, not employees, agents, partners, or joint venturers of StartupAces. Nothing in these Terms creates any employment, agency, franchise, joint venture, or partnership relationship between StartupAces and any Advisor or Startup.

Advisors are solely responsible for determining the method, manner, and means by which they provide advisory services. Advisors are responsible for their own taxes, insurance, and compliance with applicable laws. StartupAces will not withhold taxes, provide benefits, or create employment records for Advisors.

Startups acknowledge that they are engaging independent contractors and not employees. Startups are responsible for compliance with applicable independent contractor laws, including proper classification and any required filings.

6. User Conduct

You agree not to:

• Provide false, misleading, or inaccurate information in your profile or application
• Impersonate any person or entity or misrepresent your affiliation
• Use the Service to engage in any fraudulent, deceptive, or illegal activity
• Harass, threaten, or intimidate any other user of the Service
• Attempt to gain unauthorized access to any part of the Service or its systems
• Use automated tools to scrape, crawl, or harvest data from the Service
• Interfere with or disrupt the integrity or performance of the Service
• Use the Service to distribute unsolicited commercial communications (spam)
• Post or transmit any content that infringes third-party intellectual property rights
• Engage in any conduct that, in StartupAces's sole discretion, restricts or inhibits any other user's use of the Service

StartupAces reserves the right to investigate suspected violations and may cooperate with law enforcement authorities in prosecuting users who violate these Terms.

7. Intellectual Property

The Service and its original content, features, and functionality are owned by StartupAces, Inc. and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

By submitting content to the Service (including but not limited to profile information, interview responses, and documents), you grant StartupAces a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, and distribute such content for the purpose of operating and improving the Service. You retain ownership of your content.

You represent and warrant that you own or have the necessary rights to submit any content you provide, and that your content does not violate the intellectual property rights of any third party.

8. Account Termination

StartupAces may suspend or terminate your account and access to the Service at any time, with or without cause, and with or without notice, including if StartupAces reasonably believes you have violated these Terms or any applicable law.

You may terminate your account at any time by contacting us at legal@startupaces.com. Upon termination, your right to use the Service will immediately cease.

Termination does not affect any rights or obligations that accrued before the termination date. Provisions of these Terms that by their nature should survive termination — including, without limitation, the non-circumvention, limitation of liability, intellectual property, and dispute resolution provisions — shall survive termination.

StartupAces will retain your data for a period of 90 days following account termination, after which it will be deleted in accordance with our Privacy Policy, except as required by law.

9. Governing Law and Arbitration

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

The arbitration shall take place in San Francisco, California, or by video conference. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

YOU AND STARTUPACES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration.

10. Modifications to Terms

StartupAces reserves the right to modify these Terms at any time. We will notify registered users of material changes by email and/or by posting a notice on the Service at least 14 days before changes take effect.

Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must stop using the Service and may terminate your account.

We will maintain an archive of previous versions of these Terms. If you have questions about a specific version, please contact us at legal@startupaces.com.

11. Contact

For questions about these Terms, please contact us at legal@startupaces.com.

StartupAces, Inc.
Attn: Legal Department