Terms of Service

Welcome to Viorum.com, the website and online service of Viorum Capital, LLC (“us,” “we”, “our” or “Viorum”). This page explains the terms by which you may use our online or mobile services, website, platform, and software (collectively, the “Service”).

By accessing or using the Service, you acknowledge that you have read and agree to be bound by these Terms of Service (the “Agreement”). We may amend this Agreement at any time as permitted by applicable law. Continued use of the Service after changes means you accept the updated terms. If you do not agree, do not use the Service.

This Agreement applies to all visitors, users, subscribers, and anyone who accesses the Service (collectively, the “Users”).

1. Use of the Service

You may use the Service only if you can form a binding contract with Viorum and comply with all applicable laws and regulations.

If you have another contract with Viorum, its terms prevail in case of conflict.

Prohibited activities include:

• Copying, distributing, or disclosing any part of the Service, including through scraping.
• Using automated systems (robots, spiders, offline readers) to send more requests than a human would normally produce.
• Sending spam, chain letters, or unsolicited emails.
• Attempting to compromise system integrity or security.
• Taking actions that impose unreasonable load on our infrastructure.
• Uploading malware or harmful code.
• Collecting personally identifiable information from the Service.
• Using the Service for commercial solicitation.
• Impersonation, fraud, or hiding your identity.
• Interfering with the Service’s proper functioning.
• Accessing content through unauthorized technologies.
• Bypassing measures intended to restrict access or enforce usage limitations.

We may change, suspend, or stop the Service at any time without liability. We may also terminate your access if you violate this Agreement.

You are solely responsible for interactions with other Users. Viorum is not responsible for disputes between Users.

2. Our Property Rights

All materials, software, text, graphics, logos, and intellectual property on the Service (“Viorum Content”) are the exclusive property of Viorum or its licensors.

You may not:

• Sell, license, distribute, copy, reproduce, publish, or modify any Viorum Content.
• Create derivative works.
• Use content for any purpose not expressly allowed in this Agreement.

If you submit ideas or suggestions (“Ideas”), you agree they are unsolicited and may be used by Viorum without obligation or compensation.

3. No Professional Advice

Any professional information (legal, financial, etc.) available through the Service is for informational purposes only and is not professional advice. You should consult a licensed professional before taking action.

4. Uses of the Service and Key Limitations

The Service is intended for:

• Private company officers and owners.
• M&A professionals.
• Investment professionals.

It provides tools for business development, investment management, communication, data rooms, analytics, and more.

Viorum:

• Does not participate in transactions between Users.
• Does not provide investment, legal, or tax advice.
• Does not confirm the accuracy of information provided by Users.
• Is not responsible for errors, inaccuracies, or misleading information contributed by Users.

Users are solely responsible for due diligence and compliance with laws and regulations.

5. Age Requirement

You must be at least 13 years old to use the Service. If you are under 13, you are not permitted to use it.

We may refuse access to any person at our discretion. You are responsible for ensuring your use complies with all local laws.

6. Accredited Investor Certification

To use the Service as an investor or lender, you must be an “Accredited Investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933.

Examples include:

• Entities with over $5 million in assets.
• Trusts over $5 million managed by a sophisticated person.
• Individuals with over $1 million net worth (excluding primary residence).
• Individuals with income exceeding $200,000 (or $300,000 jointly) for the last two years.
• Certain financial institutions and investment professionals.
• Company directors, officers, or general partners.

You represent and warrant that you meet these criteria.

7. Privacy

By using the Service, you consent to the collection and processing of your data in accordance with our Privacy Policy.

8. Security

We use commercially reasonable measures to protect your data, but we cannot guarantee absolute security. You provide information at your own risk.

9. DMCA Notice

Viorum complies with the Digital Millennium Copyright Act (DMCA). If you believe your copyrighted material has been infringed through the Service, you should notify our designated agent.

10. Third-Party Links

The Service may contain links to third-party sites or offers. Viorum does not endorse or take responsibility for third-party content.

Your dealings with third-party websites are solely between you and those parties.

11. Indemnity

You agree to indemnify and hold harmless Viorum and its affiliates from any claims, losses, liabilities, or expenses arising from:

• Your use of the Service.
• Your breach of this Agreement.
• Violations of laws or rights of third parties.
• Content submitted via your account.
• Unauthorized use of your account.

12. No Warranty

The Service is provided “as is” and “as available.”

Viorum does not guarantee:

• Accuracy or reliability of content.
• That the Service will meet your needs.
• Error-free operation.
• Protection from viruses or malicious code.
• Availability without interruptions.

You assume full responsibility for any damages resulting from your use.

13. Limitation of Liability

To the fullest extent permitted by law, Viorum is not liable for:

• Direct, indirect, incidental, special, or consequential damages.
• Loss of profits, data, goodwill, or intangible losses.
• Unauthorized access or hacking.
• Errors, bugs, viruses.
• Content posted by Users.
• Conduct of third parties.

Our total liability will not exceed the amount you paid for the Service.

You are responsible for compliance with local laws and restrictions.

14. Assignment

You may not transfer your rights under this Agreement except in the event of a sale of substantially all your assets. Viorum may assign its rights without restriction.

15. General

• The Service is considered based in Texas.
• Texas law governs this Agreement.
• Claims must be brought exclusively in Dallas County, Texas, unless settled through arbitration.
• Arbitration for claims under $10,000 may be conducted remotely.
• Notifications may be delivered in forms chosen by Viorum.

This Agreement, the Privacy Policy, and related documents constitute the entire agreement between you and Viorum.

For questions, contact: collaborate@viorum.com