Terms of Service

1. Service Description

1.1 What We Do

Accrue Flow provides an AI-powered document surveillance service that monitors your financial documents (capital calls, K-1s, amendments, distributions) to extract and alert you to deadlines, payment obligations, penalty clauses, and other time-sensitive information. All extractions are verified by human specialists before high-risk alerts are delivered.

1.2 What We Do NOT Do (Critical)

• We are NOT an investment advisor. We do not provide investment advice, recommend transactions, or manage assets.
• We are NOT a fiduciary. We owe no fiduciary duty to you. Our relationship is governed strictly by this Terms of Service and our SLA.
• We do NOT execute transactions. We do not wire funds, sign documents, or communicate with third parties on your behalf.
• We are NOT a legal or tax advisor. You must verify all information with your own counsel and advisors.

1.3 Service Scope

We monitor documents forwarded to your designated Accrue Flow email address. We extract data, verify risk, and deliver alerts via email, SMS, WhatsApp, or dashboard access. Our obligation is limited to timely detection and alerting; we are not responsible for your response or failure to act.

2. Client Eligibility & Account Security

2.1 Eligibility

You must be (a) an accredited investor, (b) a single-family office, or (c) an institutional investor with private equity/venture capital commitments. You represent that you have sufficient net worth and sophistication to evaluate and bear the risks of using our service. You must be 18 years of age or older.

2.2 Account Security

You are responsible for securing the email account(s) authorized for forwarding to Accrue Flow. Any breach of your email security that results in unauthorized documents being sent to us is your sole liability. We will treat all received documents as authorized.

2.3 No Passwords

We use magic link authentication for dashboard access. You must secure your email account. We are not liable for unauthorized access resulting from compromised email.

3. Payment Terms

3.1 Fees

Annual service fee: $50,000.00, billed quarterly in advance at $12,500.00 per quarter. Payment is due within 30 days of invoice receipt.

3.2 Late Payment

Failure to pay within 30 days results in service suspension. We will continue monitoring but cease alert delivery until payment is received. We are not liable for missed deadlines during suspension periods.

3.3 No Refunds

Fees are non-refundable except as explicitly provided in our SLA (penalty payment provisions). You may terminate with 30 days notice; no prorated refunds.

4. Your Responsibilities

• 4.1 Independent Verification: You acknowledge that our alerts are informational only. You must independently verify all deadlines, amounts, and obligations with your financial, legal, and tax advisors before taking any action. We are not liable for decisions made based on our alerts.
• 4.2 Timely Forwarding: You must forward documents to Accrue Flow within a reasonable timeframe (ideally immediately upon receipt). We are not liable for missed deadlines if you delay forwarding beyond 48 hours of receipt.
• 4.3 Alert Acknowledgment: You must acknowledge receipt of critical alerts (Red/Risk) within 24 hours. If you fail to acknowledge, we will escalate to designated contacts but are not liable for your non-response.
• 4.4 Accurate Information: You must provide accurate contact information for alerts and escalations. We are not liable for failed delivery due to outdated contact details.

5. Limitation of Liability & Disclaimers

6. Termination

• 6.1 By You: You may terminate service with 30 days written notice. Upon termination, we will delete all your data within 48 hours and cease monitoring immediately.
• 6.2 By Us: We may terminate service immediately if you: (a) breach these Terms, (b) engage in illegal activity, (c) provide false eligibility information, (d) fail to pay after 60 days. We will provide written notice and an opportunity to cure if practicable.
• 6.3 Survival: Sections 5 (Liability), 7 (NDA), and 8 (Governing Law) survive termination.

7. Confidentiality & NDA

7.1 Mutual NDA

We execute a mutual non-disclosure agreement where we are bound to stricter confidentiality obligations. We agree:

• To treat all your information as "Confidential Information"
• No "residuals" clause—we cannot retain or use your information for any purpose
• Perpetual confidentiality survival
• Specific performance remedy (you can seek injunction)

7.2 Our Additional Obligations

We will not disclose your use of our service to any third party, including fund managers, peers, or service providers. You may request that we sign your NDA template; we will review within 48 hours.

8. Governing Law & Dispute Resolution

• 8.1 Jurisdiction: These Terms are governed by Delaware law, excluding its conflicts of law provisions. The exclusive venue for disputes is the Court of Chancery in Wilmington, Delaware.
• 8.2 Arbitration Option: At your election (not ours), disputes may be resolved through binding arbitration under AAA Commercial Arbitration Rules. Arbitration will be confidential, conducted by a single arbitrator with financial services expertise, and limited to your individual claim (no class actions).
• 8.3 No Class Actions: You agree to resolve disputes only on an individual basis. Class action and class arbitration waivers are enforceable to the fullest extent permitted by law.

9. Amendments

We may amend these Terms with 30 days notice. Continued use constitutes acceptance. If you object, you must terminate service immediately. Amended terms will not apply retroactively.