Terms of Use

Last updated: April 2026

Overview

These Terms of Use ("Terms") govern your access to and use of the Yellowwood Technologies, LLC website, platform, and related services (collectively, "Yellowwood" or the "Service"). By accessing or using Yellowwood, you agree to these Terms. If you do not agree, do not use the Service.

Yellowwood Technologies, LLC ("we," "us," or "our") is a software company. We provide workflow tools and a membership platform for capital partners engaged in direct-deal investing. We are not a broker-dealer, investment adviser, placement agent, or funding portal.

1. Eligibility

You must be at least 18 years old and have the legal authority to enter into binding agreements to use Yellowwood. If you are accessing Yellowwood on behalf of a firm or organization, you represent that you have the authority to bind that entity to these Terms.

Access to the Yellowwood platform is by invitation or approved application only. Visiting the public website does not require an account, but use of the platform and its features requires acceptance of these Terms and completion of our onboarding process.

2. Your Account

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately if you become aware of any unauthorized use of your account.

You may not share your account credentials with others, allow others to access the platform using your account, or transfer your account to another party without our prior written consent.

We reserve the right to suspend or terminate accounts that violate these Terms, that we determine are being used in a manner inconsistent with the purpose of the platform, or for any other reason at our discretion with reasonable notice where practicable.

3. Permitted Use

Yellowwood is provided for lawful professional use by capital partners evaluating direct investment opportunities. You agree to use the platform only for its intended purposes and in accordance with these Terms and all applicable laws and regulations.

You may use Yellowwood to:

Upload, forward, or submit deal materials for analysis
Review platform outputs including Triage Cards, Deal Memos, Snapshot Reports, and diligence checklists
Manage your investment workflow through the platform's features
Participate in membership features as they become available

4. Prohibited Use

You agree not to use Yellowwood to:

Violate any applicable law, regulation, or third-party right
Submit materials you do not have the right to share or that are subject to confidentiality obligations that prohibit their submission
Attempt to gain unauthorized access to any part of the platform or its underlying systems
Reverse engineer, decompile, or otherwise attempt to extract the source code of the platform
Scrape, copy, or reproduce platform content or outputs for any purpose other than your own internal use
Use platform outputs in a manner that misrepresents their source, nature, or limitations
Introduce malware, viruses, or other harmful code into the platform
Use the platform to harass, defraud, or harm any person or entity
Circumvent any access controls, usage limits, or security features of the platform
Use automated means to access or interact with the platform without our prior written consent

5. Materials You Submit

Your responsibility for submitted content. You represent and warrant that you have all necessary rights to submit materials through the platform and that doing so does not violate any applicable law, regulation, or obligation to a third party, including confidentiality agreements.

License to process your submissions. By submitting materials through the platform, you grant Yellowwood a limited, non-exclusive license to use those materials solely to provide the services described in these Terms — including generating platform outputs and supporting your workflow. This license does not extend to any use beyond the provision of the Service.

No obligation to store. We are not obligated to retain submitted materials beyond the periods described in our Privacy Policy. You are responsible for maintaining your own copies of materials you submit.

Accuracy. You are responsible for the accuracy and completeness of the materials you submit. Platform outputs are only as reliable as the inputs on which they are based. Yellowwood does not independently verify submitted information.

6. Platform Outputs

Triage Cards, Deal Memos, Snapshot Reports, diligence checklists, and any other outputs generated by the platform are provided for informational and workflow support purposes only. They do not constitute investment advice, legal advice, financial advice, or a recommendation to take any particular action with respect to any investment opportunity.

Platform outputs are based on materials submitted by users and are subject to the limitations of those materials. You are solely responsible for any decisions you make based on platform outputs. Yellowwood expressly disclaims any liability for investment decisions made in reliance on platform outputs.

7. Company Participants

Companies that participate in Yellowwood workflows — including those completing Snapshot Reports — agree to these Terms with respect to their use of the Service. Companies represent that they have the right to submit the information they provide and that doing so does not violate any applicable obligation.

Companies that choose to enter the Yellowwood Network consent to having their information surfaced to capital partners on a thesis-matched basis as described in the Privacy Policy. This opt-in is voluntary and may be withdrawn by contacting us, subject to any information already shared in connection with introductions already made.

8. Membership Features

Access to Yellowwood is provided on a membership basis. Your membership tier, features, and pricing are governed by the agreement entered into during the onboarding process, which is incorporated into these Terms by reference.

Membership features including curated opportunity introductions and member collaboration, when available, are subject to additional terms that will be provided at the time those features are made available. Participation in those features is voluntary.

Yellowwood reserves the right to modify membership features, pricing, and availability with reasonable advance notice. We will not materially reduce the core platform functionality available to active members during a paid subscription period without offering an appropriate remedy.

9. Intellectual Property

Yellowwood's property. The Yellowwood platform, website, brand, and all associated content — including but not limited to software, design, text, graphics, and the structure and format of platform outputs — are the property of Yellowwood Technologies, LLC and are protected by applicable intellectual property laws. These Terms do not grant you any rights in Yellowwood's intellectual property beyond the limited right to use the Service as described herein.

Your property. You retain ownership of all materials you submit to the platform. Yellowwood claims no ownership over your deal materials, company documents, or any other content you submit.

Feedback. If you provide feedback, suggestions, or ideas about the platform, you grant Yellowwood a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation to you.

10. Third-Party Services

Yellowwood may integrate with or link to third-party services, tools, or websites. We are not responsible for the content, privacy practices, or terms of any third-party service. Your use of third-party services is governed by their own terms.

11. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YELLOWWOOD DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

YELLOWWOOD DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS. YELLOWWOOD DOES NOT WARRANT THAT ANY OUTPUT GENERATED BY THE PLATFORM IS ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE.

NOTHING IN THESE TERMS LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YELLOWWOOD AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL YELLOWWOOD'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO YELLOWWOOD IN THE TWELVE MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100).

13. Indemnification

You agree to indemnify, defend, and hold harmless Yellowwood Technologies, LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

Your use of the platform
Materials you submit through the platform
Your violation of these Terms
Your violation of any applicable law or third-party right

14. Confidentiality

You acknowledge that in the course of using Yellowwood you may have access to non-public information about other platform participants, including companies participating in investor-led workflows. You agree to treat such information as confidential and not to use it for any purpose other than your participation in the relevant workflow.

This obligation does not apply to information that is or becomes publicly available through no fault of yours, that you already knew before receiving it through the platform, or that you are required to disclose by law.

15. Modifications to These Terms

We reserve the right to modify these Terms at any time. When we do, we will update the date at the top of this page. If changes are material, we will provide advance notice through the platform or by email. Your continued use of the Service after the effective date of any modification constitutes acceptance of the updated Terms.

If you do not agree to a material modification, your remedy is to discontinue use of the Service and, if applicable, to contact us regarding any prepaid subscription period.

16. Termination

By you. You may stop using Yellowwood at any time. If you have a paid membership, termination terms are governed by your membership agreement.

By us. We may suspend or terminate your access to the platform with or without cause and with or without notice, provided that where termination is not for cause we will provide reasonable advance notice and, where applicable, a prorated refund of any prepaid fees.

Effect of termination. Upon termination, your right to access and use the platform ceases immediately. Sections of these Terms that by their nature should survive termination — including intellectual property, disclaimers, limitation of liability, indemnification, and governing law — will survive.

17. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of New York, without regard to its conflict of law principles.

Any dispute arising out of or relating to these Terms or your use of the Service that cannot be resolved informally shall be submitted to binding arbitration in accordance with the rules of [arbitration body], except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent unreasonable harm pending the resolution of a dispute.

You agree to resolve disputes individually and waive any right to participate in a class action, class arbitration, or representative proceeding.

18. Miscellaneous

Entire agreement. These Terms, together with our Privacy Policy and any membership agreement you have entered into, constitute the entire agreement between you and Yellowwood with respect to the Service and supersede all prior agreements and understandings.

Severability. If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

No waiver. Our failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce it in the future.

Assignment. You may not assign these Terms or any rights under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

Force majeure. We are not liable for any failure or delay in performance resulting from causes beyond our reasonable control.

19. Contact

If you have questions about these Terms, please contact:

Yellowwood Technologies, LLC