Terms of Service

1. Acceptance of These Terms

These Terms of Service ("Terms") are a binding agreement between you and Collective Liquidity, Inc. and its affiliates (together, "Collective," "we," "us," or "our") governing your use of the Collective Compass website at collectivecompass.ai, the Compass AI assistant, the Compass Advisor Portal (the "Advisor Portal"), and any related services (collectively, the "Services").

By accessing or using the Services, you agree to these Terms and to our Privacy Policy (available at collectivecompass.ai/privacy), which is incorporated by reference. If you do not agree, do not use the Services.

If you use the Services on behalf of a firm or other organization, you represent that you have authority to bind that organization, and "you" refers to both you and the organization. If your firm or platform has a separate written agreement with Collective (for example, an RIA or SaaS licensing agreement), that agreement controls to the extent it conflicts with these Terms.

2. Eligibility

You must be at least 18 years old and reside in the United States to use the Services. By using the Services, you represent that you meet these requirements. Certain features and services are restricted to specific user types (for example, the Advisor Portal is available only to financial professionals).

3. Description of the Services

Collective Compass is an AI-powered platform that provides information, planning tools, and limited execution support relating to pre-IPO equity and private-market wealth solutions. The Services include, but are not limited to:

• The Compass AI assistant, available on our website with or without registration, and the Advisor Portal, available to approved financial advisors (see Section 5).
• Execution Services, through which Collective can, at your request, connect you or your clients, if applicable, with third-party liquidity and product providers (see Section 8).
• Licensing programs for wealth management firms, RIAs, and software platforms, governed by separate agreements.

We may modify, add, or discontinue any or all features of the Services at any time.

4. IMPORTANT: No Investment, Tax, or Legal Advice

Read this section carefully.

• The Services, including all AI outputs, analyses, models, valuations, scenario projections, product comparisons, and recommendations, are provided for informational and educational purposes only.
• Collective is not acting as your investment adviser, broker-dealer, tax advisor, attorney, or fiduciary, and nothing in the Services constitutes investment, tax, legal, or accounting advice, or a recommendation, offer, or solicitation to buy or sell any security or to engage in any transaction.
• Valuations, share-price estimates, and other data regarding private companies are inherently uncertain, may be based on incomplete or delayed information, and may differ materially from actual values or transaction prices.
• AI outputs may be inaccurate, incomplete, or outdated. Compass uses large language models, which can produce errors ("hallucinations") even when responses appear confident. You must independently verify any output before relying on it.
• You are solely responsible for your decisions. Before making any financial, tax, or legal decision, consult a qualified, licensed professional who can evaluate your individual circumstances.
• Past performance and modeled scenarios are not indicative or predictive of future results.

5. Accounts and Registration

Individual users. You may use the Compass AI without registering. If you register, you must provide accurate information and keep it current.

Financial advisors. To access Compass, you must (a) register with a valid work email address, (b) complete the onboarding questions, and (c) be approved by Collective, which may verify your identity and professional status. We may approve or decline any registration at our sole discretion. You represent that you are a practicing financial professional and that your use of the Services complies with your firm's policies and all laws and regulations applicable to you, including advertising, suitability, recordkeeping, and supervision requirements as applicable.

Account security. You are responsible for safeguarding your credentials and for all activity under your account. Notify us immediately at support@collectiveliquidity.com of any unauthorized use. Accounts are personal and may not be shared or transferred; "seat sharing" among multiple advisors is prohibited unless your firm has a licensing agreement permitting it.

6. Credits, Fees, and Payment

Free weekly credits. The Services may be used free of charge up to an allotment of usage credits each week. The number of free weekly credits, the usage rates at which credits are consumed, and eligibility for free credits are determined by Collective in its sole discretion and may be changed at any time, with or without notice. Free weekly credits do not accumulate or roll over: at the start of each week, unused prior credits are removed and the new week's credits are deposited.

Purchased credits. Once your free weekly credits are exhausted, continued use of the Services requires the purchase of additional credits with a valid payment method. Purchased credits do not expire, are non-transferable, and - except where required by law - are non-refundable, including upon account termination.

Promotions. Promotional credits and benefits (for example, event-based sign-up promotions) are subject to the specific terms of the promotion, are limited to eligible participants (such as the stated number of first sign-ups), have no cash value, may not be combined unless stated, and may be modified or revoked in cases of fraud, abuse, or error.

Future Proof Founding Advisor Promotion. The first one hundred (100) eligible financial advisors to sign up for Compass and be approved by Collective under the Future Proof promotion (each, a "Founding Advisor") will receive free use of Compass for life, subject to all of the following terms (the "Promotion"):

• Weekly cap. Free use under the Promotion is limited to a weekly credit/token allotment. The size of that allotment is determined by Collective in its sole discretion and may be adjusted from time to time. Usage beyond the weekly allotment requires the purchase of additional credits under this Section 6. Unused promotional allotments do not accumulate or roll over.
• Duration; meaning of "for life." "For life" means for so long as (a) the Founding Advisor maintains an active, approved Compass account in good standing, and (b) Collective continues to offer Compass or a successor service. The Promotion does not obligate Collective to continue offering Compass or any particular feature, and terminates upon discontinuation of the Services.
• Individuals only. The Promotion is available only to individual financial advisors. It is not available to, and may not be claimed by or for the benefit of, any corporate entity, wealth management firm, RIA, software platform, or other organization, whether directly or through an individual acting on its behalf. Firm-level and platform-level access remain governed by separate licensing agreements.
• Permitted use. Use of Compass under the Promotion must be in connection with the Founding Advisor's normal business practice of advising the advisor's own clients regarding their private-market assets and strategies. Use for any other purpose - including resale, benchmarking, data extraction, or provision of Compass access or outputs as a service to third parties - is prohibited and voids the Promotion.
• Ongoing eligibility. The Founding Advisor must at all times remain a practicing financial professional holding the licenses and registrations applicable to their advisory activities. The Promotion lapses if the Founding Advisor ceases to practice or loses any required license or registration.
• Personal and non-transferable. The Promotion attaches to the individual Founding Advisor personally and to a single Compass account. It may not be sold, assigned, shared, pledged, or transferred to any other person, account, entity, or firm. One Promotion benefit per person, regardless of the number of accounts, email addresses, or firms with which the advisor is associated.
• Scope of the benefit. The Promotion covers standard Compass usage within the weekly allotment only. It does not cover purchased credits, Execution Services fees (if any), licensing fees, or premium features, add-ons, or paid tiers that Collective may introduce, each of which may be offered at then-current pricing.
• No cash value; no combination. The Promotion has no cash or credit value, may not be redeemed or exchanged for cash, credits, or any other product or service, and may not be combined with any other promotion, discount, or offer unless Collective expressly states otherwise.
• Determination of the first 100. Eligibility for the Promotion, including the order of sign-ups, is determined by Collective in its sole discretion based on the time of approved registration (not form submission). Collective's determinations regarding the Promotion are final.
• Breach; fraud; revocation. Any breach of these Terms by a Founding Advisor voids the Promotion. Collective may also revoke the Promotion in cases of fraud, misrepresentation (including misrepresentation of professional status), credential sharing, automated or abusive usage, or error. Collective may additionally treat an account with no usage for twelve (12) consecutive months as lapsed for purposes of the Promotion.
• General. The Promotion is void where prohibited. Founding Advisors are responsible for any taxes arising from the Promotion, where applicable.

Pricing changes. We may change pricing and other terms applicable to credits prospectively at any time.

Taxes. Fees are exclusive of taxes, which you are responsible for where applicable.

Payment processing. Payments are handled by our third-party payment processor; your use of the payment flow is also subject to that processor's terms.

7. Free Trials and Beta Features

Portions of the Services (including Compass and provider-facing features) may be offered on a free, trial, or beta basis. Beta features are provided "as is," may change or be withdrawn without notice, and may be subject to additional terms presented at enrollment.

8. Execution Services and Third-Party Providers

• Compass can, only at your request, initiate Execution Services to connect you or your clients with third-party liquidity and product providers (for example, providers of secondary sales, loans, forward sales, exchange funds, donor-advised funds, or charitable remainder trusts).
• When you engage Execution Services, we share with potential providers only the information reasonably necessary for them to propose indicative terms, and we will not reveal your or your client's identity to a provider without your consent, as described in our Privacy Policy.
• Providers are independent third parties. Any transaction you enter with a provider is between you and that provider, governed by the provider's own agreements, eligibility criteria, and regulatory requirements. Collective is not a party to, does not guarantee, and is not responsible for any provider transaction, product performance, terms, pricing, or conduct.
• Referral compensation. Collective may receive referral or similar fees from providers in connection with Execution Services.
• Indicative terms from providers are not offers and are subject to the provider's diligence, documentation, approval, and mutual execution of definitive agreements.

9. Advisor Obligations Regarding Client Information

If you input information about your clients into the Services, you represent and warrant that you have obtained all consents and have the legal authority required to share that information with us and with providers you engage through the Services, and that your use of the Services and their outputs with clients complies with your professional, regulatory, and contractual obligations. You are solely responsible for the advice you give your clients.

10. Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable law or regulation, including securities, privacy, and anti-money-laundering laws.
• Scrape, crawl, harvest, or systematically extract data from the Services, or use robots or "bots," spiders, or automated means to access the Services, except through interfaces we expressly provide.
• Use the Services or any output to develop, train, benchmark, or improve a competing product, model, dataset, or service.
• Reverse engineer, decompile, or attempt to discover the source code, models, prompts, or underlying data of the Services.
• Circumvent, probe, or test the security or access controls of the Services, share access credentials, or misrepresent your identity or professional status.
• Attempt to manipulate the AI into producing outputs that violate these Terms or use outputs to mislead others (including presenting AI outputs as human-prepared professional advice without appropriate review).
• Upload malicious code or content that infringes any third party's rights or that you lack the right to share.
• Resell, sublicense, or make the Services available to third parties except under a written licensing agreement with Collective.

We may investigate violations and suspend or terminate access for conduct we reasonably believe violates this section.

11. Your Content

"Your Content" means information, documents, and other materials you submit to the Services, including chat inputs and advisor-entered client information. You retain ownership of Your Content. You grant Collective a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and use Your Content as necessary to (a) provide and secure the Services, (b) deliver Execution Services you request, and (c) create aggregated, anonymized, or otherwise de-identified data as described in our Privacy Policy. You represent that you have all rights necessary to grant this license.

We may remove content that violates these Terms. We are not obligated to store Your Content for any particular period of time; see the Privacy Policy for retention practices.

12. Intellectual Property

The Services - including all software, models, prompts, interfaces, valuation methodologies, databases, product-term libraries, text, and design - are owned by Collective or its licensors and are protected by intellectual-property laws. Except for the limited right to use the Services in accordance with these Terms, no rights are granted to you. "Collective," "Collective Compass," and associated logos are trademarks of Collective; you may not use them without our prior written consent.

Outputs. Subject to these Terms, you may use AI outputs generated for you for your personal or internal business purposes, including sharing analyses with your own clients with appropriate professional review. Outputs may not be unique to you, and we do not represent that outputs are free of third-party rights.

Feedback. If you provide feedback or suggestions, we may use them without restriction or obligation to you.

13. Third-Party Services

The Services rely on and link to third-party services, including large language model providers, payment processors, scheduling tools, and provider platforms. We do not control and are not responsible for third-party services, and your use of them may be subject to their own terms and privacy policies.

14. Privacy

Our collection and use of personal information is described in our Privacy Policy. By using the Services, you acknowledge the practices described there, including the transmission of queries to third-party LLM providers to generate responses.

15. Disclaimers of Warranties

THE SERVICES AND ALL OUTPUTS 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, TITLE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OR ERROR-FREE OPERATION. WITHOUT LIMITING THE FOREGOING, COLLECTIVE MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY VALUATION, DATA, PRODUCT TERM, RECOMMENDATION, OR OTHER OUTPUT, OR REGARDING ANY THIRD-PARTY PROVIDER OR TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) COLLECTIVE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, LOST OPPORTUNITY, INVESTMENT LOSSES, TAX LIABILITIES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) COLLECTIVE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID TO COLLECTIVE FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (ii) ONE HUNDRED DOLLARS ($100). THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

17. Indemnification

You will indemnify, defend, and hold harmless Collective and its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Your Content, (b) your use of the Services or any output, including advice you provide to clients, (c) your violation of these Terms or applicable law, or (d) your violation of any third party's rights, including a client's privacy rights.

18. Dispute Resolution; Arbitration; Class Action Waiver

Except for small-claims matters and requests for injunctive relief, any dispute arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by JAMS under its rules, in San Francisco County, California, rather than in court. You and Collective each waive the right to a jury trial and to participate in a class, collective, or representative action. You may opt out of this arbitration provision within 30 days of first accepting these Terms by emailing legal@collectiveliquidity.com with your name and account email.

19. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Subject to Section 18, the state and federal courts located in San Francisco County, California will have exclusive jurisdiction.

20. Suspension and Termination

You may stop using the Services or delete your account at any time. We may suspend or terminate your access (including revoking Compass approval) at any time, with or without notice, if we reasonably believe you have violated these Terms or pose a risk to the Services or other users, if required by law, or upon discontinuation of the Services. Upon termination, your right to use the Services ends and unused free and promotional credits and benefits (including the Future Proof Founding Advisor Promotion) are forfeited; purchased credits are handled per Section 6. Sections that by their nature should survive (including Sections 4, 8-12, and 15-21) survive termination.

21. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms with a new "Last Updated" date and, where appropriate, by email or in-product notice. Changes take effect upon posting unless stated otherwise, and your continued use of the Services constitutes acceptance. If you do not agree to updated Terms, stop using the Services.

22. General

These Terms, together with the Privacy Policy and any applicable licensing or promotional terms, are the entire agreement between you and Collective regarding the Services. If any provision is found unenforceable, the remainder remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Notices to you may be provided by email or through the Services; notices to us should be sent to legal@collectiveliquidity.com or the address below.

23. Contact