Terms of Service

2.1 Eligibility

You must be at least 18 years old and legally capable of entering into a binding agreement to use the Service. The Service is currently intended for Users and organizations in the United States.

2.2 Accurate Account Information

You must provide accurate, current, and complete account information and keep it reasonably up to date. You may not impersonate another person, misrepresent your affiliation, or create an account for deceptive or unlawful purposes.

2.3 Account Security

You are responsible for safeguarding your login credentials and for activity occurring through your account. Accounts are individual and may not be shared. You must promptly notify Lunaseed at support@lunaseed.io if you know or reasonably suspect that your account has been compromised.

2.4 Organization Administration

Organization administrators may invite, remove, suspend, or manage access for Authorized Users according to the permissions available in the Service. If you join an Organization workspace, you understand that authorized administrators may manage your access and that work you create within that workspace may remain part of the Organization’s records after your access ends.

2.5 Multiple Engagements and Organizations

A User may participate in more than one Engagement or Organization where authorized. Access rights are scoped to the relevant workspace or Engagement. Authorization to share information with one venture firm does not, by itself, authorize sharing that information with another venture firm.

3.1 Permitted Use

You may use the Service only for legitimate business, diligence, investment review, company response, collaboration, and related professional purposes, and only within the scope of the permissions granted to you.

3.2 Role-Specific Responsibilities

Different Users may have different permissions and responsibilities based on their role. Without limiting other agreements or in-product authorizations:

• Venture firm users may access Company information only for authorized diligence and related firm purposes and must respect workspace permissions, confidentiality obligations, and applicable restrictions on use or disclosure.
• Founders and Company users are responsible for ensuring they are authorized to submit, connect, or share Company information and for completing any applicable diligence data-sharing authorization before information is made available to a requesting firm.
• Contributors may access and use information only for the workspace and purpose for which they were invited and must accept a separate Contributor Access & Confidentiality Agreement.
• Administrators are responsible for granting access only to persons who are appropriately authorized to participate in the relevant Organization or Engagement.

3.3 Acceptable Use

You may not use the Service to violate law, infringe rights, introduce malicious code, circumvent security or access controls, gain unauthorized access to another workspace, scrape or extract data except through authorized functionality, reverse engineer protected portions of the Service except where law expressly permits, overload the Service, or upload information you are not authorized to provide.

4.1 Ownership

As between you, your Organization, and Lunaseed, Customer Content remains owned by the person or organization that otherwise owns it. Except for the limited rights expressly granted in these Terms or another applicable agreement, Lunaseed does not acquire ownership of Customer Content merely because it is uploaded to or processed by the Service.

4.2 License to Operate the Service

You grant Lunaseed a non-exclusive, worldwide, limited license to host, store, copy, transmit, display, organize, index, analyze, transform, and otherwise process Customer Content only as reasonably necessary to provide, secure, support, and maintain the Service; comply with law; prevent abuse; and carry out instructions or authorizations provided through the Service. Service improvement using De-identified Data is addressed in Section 4.4. This license ends when the relevant Customer Content is deleted from Lunaseed’s active systems, subject to applicable retention periods and legal obligations.

4.3 Authority to Provide Content

You represent that you have the rights, permissions, and authority necessary to provide Customer Content to Lunaseed and to authorize the processing, access, and sharing you request through the Service. You must not upload, connect, or disclose information that you are prohibited from providing.

4.4 No Generalized AI Training on Customer Content

Lunaseed does not use Customer Content—including documents, company records, integration snapshots, prompts, and generated responses—to train or fine-tune generalized artificial intelligence or foundation models, and does not authorize its model providers to do so. Lunaseed may use De-identified Data for security, aggregated service analytics, product measurement, and service improvement only where such data cannot reasonably identify any User, Company, venture firm, or other organization or disclose confidential diligence information across engagements.

4.5 Feedback

If you voluntarily provide ideas, suggestions, or feedback about Lunaseed, you grant Lunaseed a perpetual, irrevocable, royalty-free right to use that feedback without restriction or compensation, provided Lunaseed does not publicly identify you as the source without permission.

5.1 Engagement-Specific Authorization

Company information is shared with a requesting venture or investment firm only within the applicable Engagement and subject to the permissions, authorizations, and product controls associated with that Engagement. An authorized Company representative must provide the applicable engagement-specific Diligence Data Sharing Authorization before the relevant diligence content is disclosed. Accepting an invitation establishes or approves an Engagement; it does not, by itself, submit completed diligence materials. A separate Company submission occurs when an authorized User submits the requested materials. Before activation or submission, the requesting firm may see limited request or connection metadata, such as document or integration names, without access to the underlying contents, where the Service permits.

5.2 Company Submissions

When a Company submits diligence materials, the submitting User may be required to certify that they are authorized to submit and share the information on behalf of the Company and that, to the best of their knowledge, the submission is accurate, complete in all material respects, and not intentionally misleading. The applicable Diligence Submission Certification governs that submission.

5.3 No Retroactive Control Over Copies Lawfully Obtained

Removing access or withdrawing a future authorization does not retroactively erase information that an authorized recipient lawfully accessed, downloaded, exported, or otherwise retained before access was removed, subject to the recipient’s own legal and contractual obligations.

6.1 Connection Authority

You may connect a Third-Party Service only if you are authorized to access that account and to permit Lunaseed to process the selected information. The required Integration Data Access Authorization applies to source-system access, and each connection or refresh must be separately initiated or approved by an authorized Company representative within the available scope and provider permissions. Authorization to connect a system does not itself authorize disclosure of the resulting snapshot to a venture firm; that sharing is governed by the engagement-specific authorization.

6.2 Snapshot Model

For diligence integration snapshots, Lunaseed uses temporary authentication and read-only access to capture a point-in-time snapshot of permitted information from a connected system and then disconnects or revokes access after the snapshot process is complete, subject to limited temporary technical persistence necessary to complete or verify collection or recover from an interruption. Lunaseed does not use this workflow to create, modify, approve, transfer, or delete records in the connected source system. Captured snapshots may remain in the authorized diligence record in accordance with the Privacy Policy.

6.3 Third-Party Terms and Availability

Third-Party Services are governed by their own terms, permissions, APIs, and availability. Lunaseed is not responsible for changes, outages, restrictions, errors, or acts of a Third-Party Service. If a provider limits or withdraws access, related Lunaseed functionality may be unavailable or incomplete.

7.1 AI-Assisted Functionality

The Service may use artificial intelligence, machine learning, retrieval, extraction, classification, and other automated techniques to organize information, generate Fact Sheets, answer questions, assist with investigations, draft or transform content, identify potential conflicts, and surface source-linked evidence. Production AI-model inference for Customer Content is routed through AWS Bedrock, including Anthropic Claude Sonnet and other approved models, as further described in the Privacy Policy. Other infrastructure or search providers may support authorized non-model functions as disclosed in the Privacy Policy. The no-training commitment in Section 4.4 applies to these features.

7.2 Human Review Required

Automated outputs can be incomplete, inaccurate, outdated, or misleading. You are responsible for reviewing outputs, underlying sources, citations, assumptions, and conflicts before relying on them. Source links and citations are intended to support review; they do not guarantee that an output is correct or complete.

7.3 No Adjudication of Evidence

Lunaseed may surface facts, inconsistencies, conflicts, and source-linked information, but Lunaseed does not independently verify, adjudicate, or determine which conflicting source is correct and does not make investment decisions on behalf of Users.

7.4 No Professional Advice

The Service and its outputs are informational tools and are not legal, accounting, tax, audit, compliance, valuation, investment, or other professional advice. Use of the Service does not create an attorney-client, accountant-client, fiduciary, investment advisory, or similar professional relationship with Lunaseed. Users remain responsible for obtaining appropriate professional advice and for their own diligence and investment decisions.

9.1 Privacy

Lunaseed’s Privacy Policy explains how Lunaseed collects, uses, discloses, and retains personal information. By using the Service, you acknowledge the practices described in the Privacy Policy. Where applicable, organization-level processing is also governed by a Data Processing Addendum.

9.2 Security

Lunaseed maintains administrative, technical, and organizational safeguards designed to protect Customer Content, including security controls appropriate to the nature of the Service. These include firm- and Engagement-level access controls, encryption in transit and at rest, multi-factor authentication, role-based access controls, server-side authorization, logging and monitoring, backup and recovery controls, security testing, and incident-response procedures, as further described in the Privacy Policy. No system can be guaranteed completely secure, and Users are responsible for maintaining appropriate security over their accounts, devices, and credentials.

9.3 Data Retention and Deletion

Lunaseed retains and deletes Customer Content in accordance with its Privacy Policy, applicable organization-level agreements, and documented retention practices. Following account or customer-relationship termination, Lunaseed provides a 30-day export or recovery period, subject to applicable legal and security restrictions, and deletes Customer Content from active systems within 90 days after termination. Following a valid deletion request, the applicable Customer Content is removed from active production systems within 30 days; an export or recovery period does not extend that deadline or any shorter deadline required by applicable law. Encrypted rolling backups expire or are overwritten after 35 days, as described in the Privacy Policy. Certain limited records may be retained where reasonably necessary for legal, tax, billing, fraud prevention, security, audit, dispute, or compliance purposes to the extent required or permitted by applicable law.

10.1 Confidential Information

Users may receive nonpublic information through the Service, including diligence materials, business records, financial information, technical information, operating data, founder information, investment work product, and other information that a reasonable person would understand to be confidential (“Confidential Information”).

10.2 User Obligations

You must protect Confidential Information using at least reasonable care, use it only for the authorized purpose for which access was granted, and disclose it only to persons who are authorized to receive it. You must not use another Organization’s Confidential Information for an unrelated purpose or disclose it outside the applicable Engagement or workspace without authorization.

10.3 Exceptions

Confidential Information does not include information that you can demonstrate was lawfully known to you without restriction before disclosure, becomes public through no breach of an obligation, is received lawfully from a third party without a duty of confidentiality, or is independently developed without use of the Confidential Information. If disclosure is required by law, you may disclose only what is legally required and, where lawful and practicable, should provide notice to the affected party.

12.1 Organization-Level Commercial Terms

Lunaseed currently operates on a per-diligence-engagement activation model rather than a recurring subscription. Configuring a firm payment method does not itself create a charge. Fees, billing terms, diligence pricing, payment timing, service scope, and other commercial terms for a paying customer are governed by the applicable Master Services Agreement, Order Form, invoice, in-product charge acknowledgment, or other written commercial agreement with Lunaseed. Founders and contributors are not charged merely for accepting an invitation unless expressly disclosed otherwise.

12.2 Paid Actions

Only authorized firm administrators may configure firm billing. A firm may access its workspace and invite its own team members before adding a payment method, but must complete billing setup before sending diligence invitations or activating a diligence engagement. An applicable per-deal charge arises upon the firm’s authorized diligence activation, and the applicable fee and terms are presented for acknowledgment before activation. Such acknowledgment supplements any applicable Order Form or other commercial terms.

12.3 Taxes

Fees are exclusive of applicable taxes unless expressly stated otherwise. The paying customer is responsible for taxes imposed on its purchase or use of the Service, other than taxes based on Lunaseed’s net income.

13.1 Service Availability

Lunaseed will use commercially reasonable efforts to operate and support the Service. Unless a written Service Level Agreement expressly applies, Lunaseed does not guarantee uninterrupted or error-free availability.

13.2 Changes to the Service

Lunaseed may modify, improve, add, or discontinue features from time to time. For paying customers, any material contractual commitments concerning functionality are governed by the applicable organization agreement.

13.3 Beta or Preview Features

Features identified as beta, preview, early access, pilot, or similar may be changed or discontinued at any time and may be subject to additional terms. Such features are provided for evaluation and may be less reliable than generally available features.

14.1 Suspension

Lunaseed may suspend or restrict access if reasonably necessary to address suspected security incidents, unlawful activity, material breach of these Terms, unauthorized access, risk to the Service or other users, nonpayment by a paying customer where permitted under the applicable commercial agreement, or legal requirements. Where practicable, Lunaseed will provide notice and an opportunity to cure before suspension unless immediate action is reasonably necessary.

14.2 Termination by Users or Organizations

A User may stop using the Service at any time. Organization administrators may remove Authorized Users. A paying customer may terminate its commercial relationship only as permitted by the applicable Master Services Agreement, Order Form, or other written agreement.

14.3 Effect of Termination

When access ends, your right to use the affected Service or workspace ends. Customer Content and Organization records may remain available to the applicable Organization, will be exportable or recoverable during the applicable 30-day period described in Section 9.3, subject to applicable legal and security restrictions, and will be retained or deleted in accordance with the Privacy Policy, applicable organization agreement, and Lunaseed’s retention practices. Sections that by their nature should survive termination will survive, including ownership, confidentiality, disclaimers, limitations of liability, indemnification, dispute terms, and general provisions.

16.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER LUNASEED NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA, OR USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LUNASEED’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED: (A) FOR A USER ASSOCIATED WITH A PAYING CUSTOMER, THE FEES PAID OR PAYABLE BY THAT CUSTOMER TO LUNASEED FOR THE SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR (B) FOR ANY OTHER USER, US $100.

16.3 Exceptions

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited. If a signed organization agreement provides a different liability allocation, that agreement controls for the applicable organization.

22.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.

22.2 Venue

Except where an applicable signed organization agreement provides otherwise, any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and each party consents to the personal jurisdiction and venue of those courts.

22.3 Informal Resolution

Before filing a legal action, the parties agree to make a good-faith effort to resolve the dispute by written notice and reasonable discussion for at least 30 days, unless immediate relief is reasonably necessary to prevent misuse, unauthorized access, infringement, or other irreparable harm.

23.1 Entire Agreement

These Terms, together with the Privacy Policy, applicable role-specific authorizations, and any organization-level agreement that expressly applies, constitute the agreement governing your use of the Service. An organization-level signed agreement controls over these Terms to the extent of a direct conflict for that organization.

23.2 Assignment

You may not assign or transfer these Terms or your account without Lunaseed’s prior written consent, except that an organization-level agreement may permit assignment in connection with a merger, reorganization, or sale of substantially all assets. Lunaseed may assign these Terms in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of its relevant business or assets.

23.3 Severability and Waiver

If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed, and the remaining provisions will remain in effect. A failure to enforce a provision is not a waiver of the right to do so later.

23.4 Force Majeure

Lunaseed will not be liable for delay or failure caused by events beyond its reasonable control, including internet or utility failures, acts of government, natural disasters, labor disputes, war, terrorism, civil unrest, epidemics, failures of third-party infrastructure, or similar events, provided this does not excuse payment obligations already incurred.

23.5 No Third-Party Beneficiaries

Except as expressly stated in an organization-level agreement, these Terms do not create rights for any third-party beneficiary.