Terms of Service

Last Updated: November 6, 2024

1. Introduction

These Terms of Service ("Terms") govern your use of BetterPitch's services, website, and materials (collectively, the "Services"). By engaging BetterPitch, you agree to these Terms in their entirety.

2. Company Status and Limitations

2.1 Marketing Agency Status

BetterPitch is exclusively a marketing and creative services agency specializing in the preparation and design of investment-related materials. Our sole function is to provide professional design, writing, and presentation services to help clients better articulate their investment thesis and business strategy through various marketing materials.

The client expressly acknowledges and agrees that BetterPitch is NOT, and shall not be considered or construed as:

A placement agent or any form of intermediary between clients and potential investors
An investment advisor or any entity providing guidance on investment decisions or strategy
A broker-dealer or any entity facilitating securities transactions
A fundraising consultant or any party advising on capital raising activities
A financial advisor or any entity providing financial planning or management services
An investment bank or any institution providing banking, securities, or merger and acquisition services
A legal advisor or any entity providing legal counsel or interpretation of securities laws

BetterPitch does not hold any securities licenses, is not registered with the SEC or any state securities regulators, and is not a member of FINRA or any other self-regulatory organization related to securities or investments.

2.2 Service Limitations

To ensure absolute clarity regarding our role and to avoid any potential regulatory issues, BetterPitch explicitly does not and will not:

Engage in any activities related to raising capital for clients, including but not limited to organizing roadshows, investor presentations, or funding rounds
Solicit, contact, or communicate with potential investors on behalf of clients in any capacity
Make any recommendations regarding investments, investment strategies, or portfolio management
Provide any form of investment advice, whether direct or indirect, regarding securities, investment opportunities, or market conditions
Handle, manage, or have any access to client funds or investment accounts
Offer any guarantees or assurances regarding fundraising success, investment returns, or business outcomes
Provide any legal, tax, or regulatory compliance advice related to securities offerings or investment activities
Engage in any activities that could be construed as broker-dealer services under securities laws
Participate in any aspect of deal negotiations, term sheets, or investment agreements
Initiate or facilitate any contact with potential investors or investment platforms
Market or promote securities offerings or investment opportunities
Make introductions to investors, investment platforms, or funding sources
Receive any form of success fees, carried interest, or transaction-based compensation

The client acknowledges that BetterPitch's role is strictly limited to creating marketing materials and presentations based on information provided by the client. All content, claims, projections, and statements in these materials are the sole responsibility of the client, and BetterPitch does not verify, validate, or endorse any information provided by the client.

The client is solely responsible for ensuring all materials comply with applicable securities laws, regulations, and disclosure requirements, and for obtaining appropriate legal counsel regarding the use and distribution of any materials prepared by BetterPitch.

3. Client Responsibilities

3.1 Content Accuracy

The client acknowledges and accepts full and sole responsibility for the accuracy, completeness, and truthfulness of all information provided to BetterPitch. This encompasses:

The completeness and accuracy of all information, data, claims, and representations provided, whether written, verbal, or transmitted electronically
Verification and validation of all financial figures, performance metrics, track records, and projections prior to submission to BetterPitch
Independent verification of all market data, industry statistics, and competitive analysis
Ensuring all historical performance data is presented in accordance with regulatory requirements and industry standards
Regular review and updates of any materials to maintain accuracy and currency of information
Proper documentation and record-keeping to substantiate all claims made in marketing materials
Accuracy of all biographical information, professional credentials, and corporate history
Verification of all third-party data, quotes, or references used in materials

BetterPitch relies entirely on client-provided information and does not independently verify any content. The client acknowledges that BetterPitch's role is to organize and present information, not to validate its accuracy or completeness.

3.2 Legal Compliance

The client bears sole responsibility for ensuring all materials and their intended use comply with applicable laws and regulations. This includes:

Retaining qualified legal counsel to review all materials prior to use
Ensuring compliance with all applicable federal and state securities laws
Obtaining and maintaining all necessary licenses, registrations, and certifications required for their business activities
Securing appropriate regulatory approvals before using any materials in fundraising or investor communications
Maintaining compliance with SEC, FINRA, and state regulatory requirements regarding marketing materials and investor communications
Adhering to all disclosure requirements, including necessary risk factors, disclaimers, and regulatory notices
Maintaining proper documentation of compliance procedures and approvals
Following all applicable marketing and advertising rules related to securities offerings
Ensuring compliance with private placement regulations if applicable
Meeting all filing requirements related to marketing materials
Maintaining proper books and records as required by applicable regulations

The client must:

Inform BetterPitch of any specific regulatory requirements that may affect the design or content of materials
Provide BetterPitch with all required disclaimers, disclosures, and regulatory notices
Promptly notify BetterPitch of any changes in regulatory requirements that may affect existing materials
Take full responsibility for the regulatory compliance of all materials, regardless of BetterPitch's involvement in their creation
Maintain appropriate compliance procedures for the review and approval of marketing materials
Keep records of all versions and iterations of materials created by BetterPitch
Ensure all materials are used in accordance with applicable regulations and restrictions

BetterPitch expressly disclaims any responsibility for determining the legal or regulatory requirements applicable to the client's business or materials.

4. Services and Deliverables

4.1 Scope of Services

BetterPitch provides professional marketing and design services specifically tailored for investment-related materials. Our services include, but are not limited to:

Design Services:

Creation of institutional-grade pitch decks and presentation materials
Development of visual identity systems and branding elements
Custom illustration and infographic design
Data visualization and financial chart creation
Template development for recurring materials
Digital and print layout design
Custom iconography and visual elements

Content Development:

Professional writing and editing of investment materials
Investment thesis development and articulation
Market analysis documentation
Track record presentation
Executive summary creation
Case study development
Website copy and content strategy
Professional proofreading and editorial review

Technical Services:

PowerPoint and presentation formatting
Document layout and typesetting
Interactive PDF creation
Website development and implementation
Digital asset management
File preparation for various delivery methods
Template system development
Technical documentation

4.2 Deliverable Ownership and Rights

Upon receipt of full payment for services rendered, ownership rights are established as follows:

Final Deliverables:

The client receives full ownership of final deliverables in their completed form
Rights to use, modify, and distribute the final deliverables as needed
Permission to incorporate deliverables into other materials
Authority to use deliverables for any business purpose
Right to transfer or sell deliverables as part of business operations

BetterPitch Retained Rights:

All proprietary processes, methodologies, and systems used in creation
Templates, frameworks, and base designs
Custom software or code developed for production
Design patterns and repeatable elements
Production techniques and workflows
Strategic approaches and methodologies

Source Files and Assets:

Provided to client as specified in project agreement
Format and file types as agreed upon
Native files delivered per project specifications
Stock imagery licenses transferred as applicable
Font licenses remain subject to original terms
Third-party assets subject to original licensing

Usage Rights and Restrictions:

Unlimited usage rights for final deliverables
No restrictions on modification of final files
Templates may only be used per license terms
Distribution rights limited to business purposes
Resale of templates or systems not permitted
White-label rights only if specifically granted

BetterPitch Property:

Base templates remain BetterPitch intellectual property
Proprietary design systems
Custom software tools and scripts
Production workflows and processes
Strategic frameworks and methodologies
Training materials and documentation

Any usage beyond these terms requires written permission from BetterPitch. The client agrees not to reverse engineer or replicate BetterPitch's proprietary systems or methodologies.

6. Confidentiality

6.1 Information Protection

BetterPitch acknowledges the highly sensitive nature of investment-related materials and client information, and commits to maintaining strict confidentiality through engagement NDAs.

6.2 Data Usage and Permissions

BetterPitch reserves limited rights to use certain information under strict conditions and only with appropriate safeguards:

Permitted Usage:

Create anonymized case studies removing all identifying information
Display client logo on BetterPitch sales materials

All usage of client information or materials requires explicit permission and will be conducted in accordance with applicable NDAs and agreements. BetterPitch maintains the right to modify these protocols to enhance security and confidentiality protection.

7. Liability Limitations

7.1 Disclaimer of Liability

BetterPitch expressly disclaims all liability relating to the use or outcomes of its services. Specifically, BetterPitch shall not be liable for:

Investment and Business Outcomes:

Any investment performance or returns
Success or failure of fundraising efforts
Achievement of capital raising targets
Market reception of investment opportunities
Investor interest or participation
Business valuation outcomes
Exit opportunities or results
Portfolio company performance

Market and External Factors:

Changes in market conditions or sentiment
Economic or industry cycles
Competitive landscape changes
Regulatory environment changes
Interest rate fluctuations
Currency exchange impacts
Force majeure events
Market timing issues

Regulatory and Legal Matters:

Compliance with securities laws and regulations
Registration or licensing requirements
Disclosure obligations
Regulatory investigations or actions
Changes in applicable laws
Filing requirements
Due diligence obligations
Investor qualification requirements

Client-Related Issues:

Accuracy of provided information
Truthfulness of representations
Completeness of disclosures
Performance claims or projections
Historical track record presentation
Team qualifications or experience
Investment strategy viability
Deal structure appropriateness

7.2 Indemnification

The client agrees to defend, indemnify, and hold harmless BetterPitch, its officers, directors, employees, and agents from and against any and all:

Legal and Regulatory Claims:

Securities law violations
Regulatory enforcement actions
Private rights of action
Criminal investigations
Civil litigation
Administrative proceedings
Arbitration demands
Government investigations

Financial Obligations:

Legal defense costs
Attorney fees and expenses
Expert witness fees
Investigation costs
Settlement payments
Judgment amounts
Fines and penalties
Administrative costs

Third-Party Claims:

Investor lawsuits
Competitor actions
Partner disputes
Vendor claims
Employee actions
Consultant disputes
Professional liability claims
Intellectual property disputes

Content-Related Issues:

Misrepresentation claims
False advertising allegations
Copyright infringement
Trademark violations
Trade secret disputes
Defamation claims
Privacy violations
Data protection issues

This indemnification obligation includes all costs, expenses, and fees incurred in:

Investigating claims
Preparing defense strategies
Engaging counsel
Participating in proceedings
Negotiating settlements
Implementing remedial measures
Responding to regulators
Managing public relations

The client's indemnification obligations survive the termination of services and apply regardless of any concurrent negligence or fault of BetterPitch, except where prohibited by law.

8. Intellectual Property

8.1 Ownership Rights

BetterPitch and the client agree to the following ownership structure regarding intellectual property:

Client Ownership:

All final deliverables that have been paid for in full
Custom content created specifically for the client
Client-provided information and materials
Modified designs based on client feedback
Final presentation materials
Completed marketing collateral
Client-specific graphics and visuals
Customized financial models and charts

BetterPitch Retained Ownership:

Proprietary design processes and methodologies
Base templates and design frameworks
Production workflows and systems
Internal tools and software
Design patterns and elements
Strategic frameworks
Production techniques
Training materials

Pre-existing IP:

Each party retains all rights to pre-existing intellectual property
Client maintains ownership of all provided content and materials
BetterPitch maintains rights to existing design systems
Third-party assets remain subject to original licensing
Previously developed methodologies remain with original owner

8.2 Usage Rights

Upon full payment, the following usage rights are established:

Transfer of Rights:

Complete transfer of ownership for final deliverables
Unlimited usage rights for client's business purposes
Right to modify and adapt final materials
Distribution rights within specified terms
Rights to incorporate into other materials
Digital and print usage rights
Internal and external usage rights
Rights to update and maintain

Usage Limitations:

No resale of base templates
No transfer of BetterPitch proprietary systems
No white-label rights unless specified
Limited sublicensing rights
Geographic restrictions if applicable
Industry-specific limitations if specified
Time-based restrictions if applicable
Channel-specific limitations if defined

9. Termination

9.1 Termination Rights

BetterPitch may terminate the agreement under the following conditions:

Breach Conditions:

Material breach of agreement terms
Failure to make timely payments
Misuse of services or materials
Violation of applicable laws
Filing for bankruptcy or insolvency
Assignment for benefit of creditors
Cease of business operations
Force majeure extending beyond 30 days

Additional Termination Rights:

Mutual agreement to terminate
Completion of specified services
Expiration of contract term
Failure to meet project milestones
Breach of confidentiality
Regulatory compliance issues
Material misrepresentation
Change in control of either party
9.2 Termination Effects

Upon termination, the following actions and obligations take effect:

Financial Resolution:

All outstanding payments become immediately due
Pro-rated refunds if applicable
Payment for work completed to date
Settlement of expense reimbursements
Processing of final invoices
Resolution of pending charges
Return of unused retainer fees
Calculation of termination fees if applicable

Operational Requirements:

Return of all client materials and data
Revocation of system access
Transfer of completed deliverables
Archive of project materials
Cessation of ongoing work
Transition support if specified
Return of confidential information
Documentation of project status

Continuing Obligations:

Ongoing confidentiality requirements
Survival of IP rights and ownership
Maintenance of legal compliance
Preservation of records as required
Continued indemnification obligations
Non-disclosure commitments
Data protection requirements
Professional courtesy expectations

10. Governing Law

These Terms shall be governed by and construed in accordance with:

The laws of the State of Texas, without regard to its conflict of law principles
Federal securities laws and regulations, including but not limited to Securities Act of 1933 and Securities Exchange Act of 1934
Applicable Financial Industry Regulatory Authority (FINRA) rules and regulations
Texas State Securities Board regulations
U.S. Commercial Code as adopted by Texas
Federal and state intellectual property laws
Applicable federal and state contract laws

11. Dispute Resolution

11.1 Resolution Process

All disputes arising from or relating to these Terms shall be resolved as follows:

Initial Resolution: