Terms of Service

Last updated: March 2026

These Terms of Service ("Terms") govern your access to and use of the TrancheBook platform ("Platform"), operated by Praevex Ltd ("Praevex", "we", "us", or "our"). Entity registration is in progress; jurisdiction details will be updated upon completion. By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, you must not use the Platform.

1. Nature of the Platform

2. Eligibility and Account Registration

To use certain features of the Platform, you must create an account. By registering, you represent and warrant that:

• You are at least 18 years of age and have the legal capacity to enter into these Terms.
• All information you provide during registration is accurate, current, and complete.
• You will maintain the security of your account credentials and notify us immediately of any unauthorized access.
• You will not create multiple accounts or share account access with third parties.

Certain Platform features, including the submission of Indications of Interest ("IOIs"), are restricted to users who meet professional investor eligibility criteria. We may require identity verification (KYC) and accreditation documentation before granting access to restricted features. We reserve the right to refuse or revoke access at our discretion.

3. AI Analysis and IC Packages

The Platform uses Cole, our AI analysis engine, to generate Investment Committee ("IC") packages, composite scores, conviction ratings, and other analytical outputs. By using these features, you acknowledge and agree that:

• AI-generated analysis is informational only and does not constitute professional advice of any kind.
• IC packages contain model-generated projections, sensitivity analyses, and scoring that may contain errors, inaccuracies, or outdated information.
• BUY, HOLD, and PASS recommendations are algorithmic outputs reflecting Cole's assessment at the time of generation, not investment recommendations.
• Confidence intervals and conviction scores represent statistical model outputs, not guarantees of accuracy.
• You must independently verify all material information before relying on it for any purpose.
• Cole's analysis is not a substitute for professional due diligence, legal advice, accounting review, or any other form of professional counsel.

4. Portfolio Data

You may upload portfolio data to the Platform for analysis. By uploading portfolio data, you represent that you have the right to share such data and grant us a limited license to process it solely for the purpose of providing our services to you. Specifically:

• Portfolio data is encrypted at rest and in transit using AES-256 encryption.
• Your portfolio data is logically isolated and never commingled with other users' data.
• We will not sell, share, or disclose your portfolio data to any third party except as required to provide the service or as required by law.
• Portfolio data is processed by our AI engine solely to generate analysis for your account.
• You may request hard deletion of all portfolio data at any time by contacting privacy@tranchebook.com.

5. Subscription and Payment Terms

Access to certain Platform features requires a paid subscription under standard pricing. Payment processing is handled by Stripe, Inc. By subscribing, you agree to the following:

• Subscription fees are billed in advance on a monthly or annual basis, depending on your selected plan.
• All fees are non-refundable except as required by applicable law or as expressly stated in our refund policy.
• We may change subscription pricing with 30 days' notice. Continued use after a price change constitutes acceptance.
• You authorize Stripe to charge your designated payment method for recurring subscription fees.
• If payment fails, we may suspend access to paid features until payment is resolved.
• You may cancel your subscription at any time. Cancellation takes effect at the end of your current billing period.

6. Automated Decision-Making (GDPR Article 22)

7. Intellectual Property

All content on the Platform, including but not limited to text, graphics, logos, software, algorithms, scoring methodologies, and the Cole AI engine, is the property of Praevex Ltd or its licensors and is protected by applicable intellectual property laws.

• AI-generated analysis outputs (IC packages, scores, reports) are owned by Praevex Ltd. You receive a limited, non-exclusive, non-transferable license to use such outputs for your own internal purposes.
• You may not reproduce, distribute, modify, create derivative works from, publicly display, or commercially exploit any Platform content without prior written consent.
• You retain ownership of any data you upload to the Platform, including portfolio data.
• Feedback, suggestions, or ideas you provide about the Platform may be used by us without obligation to you.

8. Prohibited Conduct

You agree not to:

• Use the Platform for any unlawful purpose or in violation of any applicable laws or regulations.
• Attempt to reverse-engineer, decompile, or extract source code from any Platform software or the Cole engine.
• Scrape, crawl, or use automated means to access the Platform beyond normal API usage.
• Circumvent eligibility gating, access controls, or security measures.
• Upload false, misleading, or fraudulent portfolio data or other information.
• Redistribute, resell, or sublicense any AI-generated analysis or Platform content.
• Attempt to manipulate scores, rankings, or analysis outputs through adversarial inputs.

9. Disclaimer of Warranties

10. Limitation of Liability

To the maximum extent permitted by applicable law, Praevex Ltd and its directors, officers, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, data, or goodwill, arising out of or in connection with:

• Your use of or reliance on any AI-generated analysis, score, projection, or recommendation.
• Any investment decision made based on information obtained through the Platform.
• Errors, inaccuracies, or omissions in AI-generated content or underlying data sources.
• Unauthorized access to your account or portfolio data.
• Service interruptions, downtime, or data loss.

Our total aggregate liability for all claims arising out of or related to these Terms or your use of the Platform shall not exceed the amount you paid to us in subscription fees during the twelve (12) months preceding the event giving rise to the claim.

11. Indemnification

You agree to indemnify and hold harmless Praevex Ltd, its directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to your breach of these Terms, your use of the Platform, or your violation of any applicable law or third-party rights.

12. Termination

We may suspend or terminate your access to the Platform at any time, with or without cause, upon reasonable notice. You may close your account at any time by contacting us. Upon termination:

• Your right to access the Platform and all licensed content ceases immediately.
• We will delete your portfolio data within 30 days unless you request earlier deletion or we are required by law to retain it.
• Provisions that by their nature should survive termination will survive, including Sections 7, 9, 10, 11, and 13.

13. Governing Law and Dispute Resolution

The governing law and jurisdiction for these Terms will be determined upon the formal incorporation of Praevex Ltd and will be updated here at that time. Until such determination, any disputes shall be resolved through good-faith negotiation between the parties. If negotiation fails, disputes shall be submitted to binding arbitration under rules to be specified upon incorporation.

14. Changes to These Terms

We may modify these Terms at any time by posting updated Terms on the Platform. Material changes will be communicated via email or prominent notice on the Platform at least 30 days before they take effect. Your continued use of the Platform after the effective date of any changes constitutes acceptance of the updated Terms.

15. Contact

For questions about these Terms, contact us at legal@tranchebook.com.