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These Terms of Service (the "Agreement") govern access to and use of the Dalmore Technology white-label investment portal and related services (the "Services"). This Agreement is a legal contract between Dalmore Technology LLC, a New York limited liability company ("Dalmore Technology," "we," "us," or "our") and the subscribing business customer ("Client," "you," or "your"). By checking an acceptance box, completing a Stripe checkout, clicking to accept, or otherwise accessing or using any part of the Services, you accept and agree to be bound by this Agreement and our policies referenced herein. If you do not agree, do not use the Services.
By checking an acceptance box, completing a Stripe checkout, clicking to accept, or otherwise accessing or using any part of the Services, you accept and agree to be bound by this Agreement and our policies referenced herein. If you do not agree, do not use the Services.
1.1 Provider. Dalmore Technology provides a white-label software platform for issuers to manage investor onboarding, document execution, and payments for offerings that may be conducted under exemptions from registration.
1.2 No Broker-Dealer Activities. Dalmore Technology is not a broker-dealer, investment adviser, escrow agent, transfer agent, or law firm. Dalmore Technology does not solicit investments, recommend securities, provide investment advice, underwrite, or make suitability or other investment determinations.
1.3 Separate Broker-Dealer Engagements. Some offerings may involve a broker-dealer engaged by Client under a separate agreement. Any broker-dealer responsibilities, reviews, approvals, communications, and fees are outside this Agreement and are governed exclusively by the applicable broker-dealer agreement(s).
2.1 Click-Wrap. Client agrees that acceptance via Stripe checkout or other online acceptance flow is legally binding to the same extent as a signed writing.
2.2 Posted Policies. The following are incorporated by reference and may be updated from time to time: (i) these Terms of Service, posted at a URL designated by Dalmore Technology, and (ii) any posted product descriptions, pricing pages, or add-on schedules. Continued use after an update constitutes acceptance of the updated terms.
3.1 Core Platform. The Services include a branded issuer portal and investor experience that may support: account creation, investor onboarding, collection of payment information, payment facilitation through third-party processors, subscription document execution, Reg D accreditation workflows, KYC and AML checks through qualified third parties, status tracking, issuer dashboards, and investor communications.
3.2 Self-Administered Offerings. If Client conducts a self-administered offering without a broker-dealer, Client is solely responsible for compliance with securities laws and regulations, including review and acceptance of investors, investment limits, disclosures, suitability where applicable, advertising rules, and recordkeeping.
3.3 Add-On Modules. Client may activate optional modules at any time by completing online payment or acceptance of the applicable Pricing Appendix. Add-on modules, features, and their pricing are incorporated into this Agreement upon activation.
3.4 Third-Party and Affiliate Services; Vendor Changes. Certain functions are provided by third parties or affiliates, including without limitation payment processors, KYC/AML vendors, e-signature, hosting, and analytics. Dalmore Technology may update, replace, or switch third-party providers at any time to ensure continuity, compliance, or performance. Client may also request introductions to third-party providers (e.g., fund administration, legal counsel, digital marketing, investor networking). Those services are governed by the third party’s terms. Billing for certain third-party services may be routed through Dalmore Technology as a pass-through for Client convenience.
4.1 Pricing by Appendix. All fees, pricing tiers, add-on charges, reserves, transaction fees, late fees, and any commissions (if applicable) are set forth exclusively in one or more pricing appendices incorporated into this Agreement (each, a “Pricing Appendix”). No pricing appears in the body of this Agreement.
4.2 Billing Methods and Authorization. Client authorizes Dalmore Technology and its billing agents to charge all amounts due under any applicable Pricing Appendix automatically to the payment method on file (e.g., credit card, ACH) and to retry failed payments. Client is responsible for keeping payment information current.
4.3 Chargebacks and Returns. Client is responsible for all processor/bank chargebacks, returns, reversals, and related costs. If Client has opted into any refund/chargeback reserve as described in the applicable Pricing Appendix, such reserve shall be the first source applied to cover eligible returns/chargebacks before any other Client funds are used.
4.4 Commissions (If a Broker-Dealer Is Involved). If Client engages a broker-dealer for an offering, commissions and other broker-dealer compensation may apply as set forth in the broker-dealer agreement or in a Commission Appendix. Dalmore Technology is not a broker-dealer; any such commissions are outside this Agreement except for authorized billing facilitation per the relevant appendix.
4.5 No Refunds. Unless expressly stated in a Pricing Appendix, all amounts charged are earned upon receipt and non-refundable. No credits are provided for partial months or unused Services.
4.6 Price Changes. Dalmore Technology may modify any Pricing Appendix or introduce new appendices with thirty (30) days’ notice by email or posting. Continued use after the effective date constitutes acceptance of the updated appendix.
If any fee is not received when due, a 48-hour grace period applies. If payment remains unpaid after 48 hours, Dalmore Technology may suspend or disable the portal and related functionality. During suspension, investors attempting to access the portal may be shown a notice that the issuer’s portal is inactive due to non-payment. Access may be reinstated upon receipt of all outstanding amounts.
6.1 Term. This Agreement begins on the Effective Date and continues month to month.
6.2 Cancellation by Client. Client may cancel with thirty (30) days prior written notice. Cancellation is effective at the end of the then-current billing cycle that ends after the notice period. No refunds or credits are provided for partial months.
6.3 Termination for Cause. Either party may terminate immediately upon written notice for a material breach that is not cured within ten (10) days after written notice, or if the other party becomes insolvent, enters bankruptcy, or ceases business.
6.4 Data Retention. Upon termination or cancellation, Dalmore Technology will retain Client data for up to ninety (90) days for export upon written request. After that period, Dalmore Technology may delete Client data in the ordinary course of business. Archived backups may persist for a reasonable period.
6.5 Investor Notifications. If the portal is suspended or terminated, Dalmore Technology may present a notice to investors that the portal is offline. Client remains responsible for required investor communications and regulatory notifications.
7.1 Compliance Responsibility. Client is solely responsible for compliance with securities laws, advertising rules, anti-fraud provisions, investor limits, communications, recordkeeping, disclosures, Blue Sky filings, and any required broker-dealer or escrow engagements.
7.2 Accurate Information. Client represents and warrants that all information, offering materials, and settings it provides are true, complete, and not misleading, and that Client will promptly correct any errors.
7.3 Use Restrictions. Client will not use the Services for unlawful activities, will not attempt to bypass security, and will not introduce malware or harmful code.
7.4 Regulated Data. Client is responsible for obtaining required consents and providing required notices to investors and other data subjects whose information is collected, stored, or processed through the Services.
8.1 Independent Providers. Third-party services are governed solely by the provider’s terms. Dalmore Technology is not responsible for third-party acts or omissions.
8.2 Billing Through Dalmore Technology. Dalmore Technology may invoice or collect payment for certain third-party services as a pass-through. Client remains responsible for those third-party terms and fees.
8.3 Information Sharing Necessary to Operate Offerings. Client acknowledges and authorizes Dalmore Technology to disclose or make available Client information and investor information to (i) vendors and service providers necessary to power the Services (e.g., hosting, e-signature, KYC/AML, accreditation/verification vendors, payment processors, analytics, communications), (ii) Client’s professional advisers (e.g., auditors, counsel) when acting on Client’s behalf in connection with the Services, and (iii) Client itself and, where applicable, a broker-dealer engaged by Client under a separate agreement, to support offering operations, compliance reviews, payment/settlement, and investor lifecycle management. Where accreditation or other verification is performed through the Services or integrated vendors, Dalmore Technology (or such vendor) may communicate verification outcomes and relevant status indicators to Client and, if engaged, Client’s broker-dealer, solely for the foregoing purposes. Disclosures under this Section are limited to what is reasonably necessary, and recipients must be under confidentiality obligations (by contract, law, or professional duty). Nothing herein requires Dalmore Technology to provide legal advice, make suitability determinations, or act as a broker-dealer.
9.1 Ownership (Platform). Dalmore Technology owns all right, title, and interest in and to the platform, software, documentation, user interfaces, designs, and related IP. No ownership rights are transferred to Client.
9.2 Client License. Dalmore Technology grants Client a non-exclusive, non-transferable, limited license to use the Services for its internal business purposes during the Term.
9.3 Client Content and Investor Data (Ownership). Client retains ownership of all Client content and all investor data collected through the Services on Client’s behalf. Client grants Dalmore Technology a limited license to host, process, transmit, and display such content and data for the purpose of providing the Services.
9.4 Feedback. Suggestions and feedback may be used by Dalmore Technology without restriction or obligation.
10.1 Confidentiality. Each party will protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, and will not disclose it except to employees, contractors, and service providers who need to know it and are bound by confidentiality obligations.
10.2 Required Disclosures. A party may disclose Confidential Information if required by law or a governmental request, after giving reasonable notice to the extent legally permitted.
10.3 Security. Dalmore Technology will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security and integrity of the Services. Client acknowledges that no system is perfectly secure and that internet transmission carries inherent risk.
11.1 Mutual Authority. Each party represents that it has the power and authority to enter into this Agreement.
11.2 Service Disclaimer. The Services are provided "as is" and "as available." Dalmore Technology disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
11.3 No Professional Advice. The Services are not legal, tax, accounting, investment, or professional advice. Client should consult its own advisers.
11.4 Limitation of Liability. To the maximum extent allowed by law, Dalmore Technology will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenues, goodwill, or data, even if advised of the possibility. Dalmore Technology’s total liability arising out of or relating to this Agreement shall not exceed the fees paid by Client to Dalmore Technology in the twelve (12) months preceding the event giving rise to the claim.
12.1 By Client. Client will defend, indemnify, and hold harmless Dalmore Technology, its affiliates, and their officers, directors, employees, and agents from and against claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Client’s offerings, disclosures, advertising, or investor communications, (b) Client’s breach of this Agreement, or (c) Client’s violation of law or third-party rights.
12.2 By Dalmore Technology. Dalmore Technology will defend, indemnify, and hold harmless Client from third-party claims alleging that the Services, as provided by Dalmore Technology and used by Client in accordance with this Agreement, infringe a United States patent, copyright, or trade secret, subject to customary exclusions. If an injunction is threatened or issued, Dalmore Technology may modify the Services or terminate the affected functionality without liability beyond a pro-rata refund of prepaid fees for the terminated functionality.
With prior written consent, each party may use the other party’s name and logo in client lists and case studies. No party will issue press releases about the other without consent.
Neither party may assign this Agreement without the other’s prior written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all assets, provided the assignee agrees in writing to be bound by this Agreement.
15.1 Governing Law. This Agreement is governed by the laws of the State of New York, without regard to its conflicts of law rules.
15.2 Arbitration. Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association in New York, New York before a single neutral arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own attorneys’ fees and costs unless the arbitrator awards fees to the prevailing party.
15.3 Injunctive Relief. A party may seek temporary or injunctive relief in court to protect its Confidential Information or intellectual property.
Notices must be in writing and are deemed given when sent by email with confirmation of transmission, by recognized overnight courier, or by certified mail, to the addresses on file or as updated in writing by a party. Dalmore Technology’s notice email may be provided on the billing page or website.
17.1 Entire Agreement. This Agreement is the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements regarding its subject matter.
17.2 Amendments. Changes to these Terms will be effective when posted or when notice is provided. Continued use of the Services after changes become effective constitutes acceptance.
17.3 Severability. If any provision is found unenforceable, the remaining provisions will remain in effect.
17.4 No Waiver. Failure to enforce any provision is not a waiver.
17.5 Force Majeure. Neither party is liable for delays or failures caused by events beyond reasonable control, including internet or hosting failures, cyberattacks, pandemics, or government actions.
Dalmore Technology LLC
530 7th Avenue, Suite 902, New York, NY 10018
Email: platformsupport@dalmoretechnology.com
If you accept these Terms during checkout, you are agreeing on behalf of the Client entity that you have the authority to bind that entity to this Agreement.
This Appendix governs pricing for Dalmore Portal core and add-on modules. All amounts are USD, billed in advance via Stripe or ACH. All amounts are earned upon receipt and non-refundable unless expressly stated otherwise herein.
Rates are set by processors and may change. Client is responsible for all processor and bank fees, chargebacks, and returns.
If a broker-dealer is engaged for an offering, commissions or other remuneration may apply under a separate agreement between Client and such broker-dealer. Dalmore Technology is not a broker-dealer. Where authorized, Dalmore Technology may facilitate pass-through billing of such commissions under a separate appendix or invoicing arrangement.
Investor Networking is an optional add-on that provides third-party investor-networking and email-based outreach services delivered by RAISI (“Service Provider”) and made available to Client through the Dalmore Portal. Dalmore provides billing, access management, activation, and coordination, while RAISI is solely responsible for delivering the marketing services, ongoing support, and campaign execution.
Dalmore Technology does not create, approve, edit, or distribute marketing content and does not engage in any solicitation, promotion, endorsement, or securities-related recommendations.
The following plans are offered through Dalmore and billed by Dalmore:
By activating Investor Networking, Client agrees to a minimum commitment of three (3) full billing cycles. All three months are fully billable, regardless of usage.
If Client terminates before the end of the minimum 3-month term, Client will be charged a $2,000 early termination fee at cancellation.
Dalmore does not perform:
By activating Investor Networking, Client agrees to RAISI’s Terms and Conditions and Privacy Policy, located at: https://raisi.ai/terms-and-conditions
These terms are incorporated by reference except in the following areas, where Appendix IN controls if conflicting:
Client acknowledges that Investor Networking is delivered by RAISI as an independent third-party provider. Dalmore’s role is limited to platform-level integration, billing, onboarding, and access. Nothing in this Appendix creates a partnership, agency, or joint venture between Dalmore and RAISI for purposes of securities activities.
