Terms of Service

1. Acceptance of Terms

By accessing or using VentureCounsel.AI (the "Service"), operated by Shapiro Venture Law PLLC ("we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Service.

We reserve the right to modify these Terms at any time. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms.

2. Description of Service

VentureCounsel.AI provides AI-powered analytical tools designed to assist users in evaluating term sheets, compensation packages, and related startup documentation. The Service includes, but is not limited to:

• Term Sheet Reality Checker
• Compensation Mix Optimizer
• AI-powered chat functionality
• Document analysis and benchmarking tools

4. No Attorney-Client Relationship

Your use of VentureCounsel.AI does not create an attorney-client relationship between you and Shapiro Venture Law PLLC, or between you and any attorney associated with Shapiro Venture Law PLLC. Communications through the Service are not privileged or confidential in the way attorney-client communications would be.

If you desire to engage Shapiro Venture Law PLLC for legal representation, you must do so through a separate, written engagement agreement. Use of this Service does not constitute or imply such an engagement.

5. User Responsibilities

You agree to:

• Use the Service only for lawful purposes
• Not upload or submit any content that is illegal, harmful, threatening, abusive, or otherwise objectionable
• Not attempt to gain unauthorized access to any portion of the Service
• Not use the Service to infringe upon the intellectual property rights of others
• Not reverse engineer, decompile, or disassemble any aspect of the Service
• Ensure you have proper authorization before uploading any confidential or proprietary documents

6. Confidentiality Warning

Important: Information you submit to the Service may be processed by third-party AI services. Before uploading any documents or entering any information:

• Ensure you have authorization to share such information
• Consider whether the information is subject to confidentiality obligations
• Understand that we cannot guarantee the confidentiality of information submitted to the Service
• Be aware that submitted information may be retained or processed by our AI service providers

7. Intellectual Property

The Service, including its original content, features, and functionality, is owned by Shapiro Venture Law PLLC and is protected by copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works of any portion of the Service without our express written permission.

You retain ownership of any content you submit to the Service. By submitting content, you grant us a limited, non-exclusive license to process such content solely for the purpose of providing the Service to you.

8. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY, COMPLETENESS, OR RELIABILITY OF CONTENT
• UNINTERRUPTED OR ERROR-FREE OPERATION

We do not warrant that the Service will meet your requirements, that results obtained from the Service will be accurate or reliable, or that any errors in the Service will be corrected.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SHAPIRO VENTURE LAW PLLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• LOSS OF PROFITS, DATA, USE, OR GOODWILL
• BUSINESS INTERRUPTION
• COST OF PROCUREMENT OF SUBSTITUTE SERVICES
• ANY DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE
• ANY DAMAGES ARISING FROM RELIANCE ON ANY INFORMATION PROVIDED BY THE SERVICE

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM YOUR USE OF THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US, IF ANY, FOR ACCESS TO THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. Indemnification

You agree to indemnify, defend, and hold harmless Shapiro Venture Law PLLC and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to your use of the Service, your violation of these Terms, or your violation of any rights of a third party.

11. AI-Generated Content

You acknowledge that the Service uses artificial intelligence to generate content and analysis. AI-generated content:

• May contain errors, inaccuracies, or outdated information
• Should be independently verified before reliance
• May not reflect the views or opinions of Shapiro Venture Law PLLC
• Is not a substitute for professional legal, financial, or business advice

12. Termination

We reserve the right to terminate or suspend your access to the Service at any time, without notice, for any reason, including if we reasonably believe you have violated these Terms. Upon termination, your right to use the Service will immediately cease.

13. 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 provisions. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Texas.

14. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

15. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Shapiro Venture Law PLLC regarding your use of the Service and supersede all prior agreements and understandings.

16. Contact Information

If you have any questions about these Terms, please contact us at:

Shapiro Venture Law PLLC
Email: info@venturecounsel.ai