These Terms of Service ("Terms") form a binding agreement between you ("you" or "Customer") and Kloup LLC, a Delaware limited liability company ("Kloup", "we", "our", or "us"). They govern your access to and use of the Kloup platform — the web applications, APIs, mobile surfaces, integrations, and any other software or service we make available that links to these Terms (together, the "Service").
By creating an account, clicking "I agree", or using the Service, you confirm that you have read these Terms and accept them. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, in which case "you" and "Customer" refer to that entity.
1. Eligibility, accounts, and authorised users
You must be at least 18 years old and have full legal capacity to enter into these Terms. You're responsible for everything that happens under your account, including:
- Keeping your authentication credentials confidential;
- The acts and omissions of any user you grant access to your workspace ("Authorised User");
- Ensuring each Authorised User complies with these Terms;
- Promptly notifying us of any unauthorised access or use of your account at security@kloup.com.
2. Your workspace and Customer Data
Kloup is multi-tenant. Each organisation gets its own isolated workspace, and the data you put into it ("Customer Data") stays yours. Specifically:
- You retain all right, title, and interest in Customer Data, including your investor pipeline, contacts, rounds, cap table, data room files, communications, and notes.
- You grant us a limited, worldwide, non-exclusive, royalty-free licence to host, copy, transmit, and display Customer Data only as needed to provide the Service to you.
- We do not sell Customer Data, share it with advertisers, syndicate it to data brokers, or use it to train shared or third-party AI models.
- We will not aggregate or anonymise Customer Data to build investor benchmarks, market reports, or any data product sold or licensed to third parties.
The full processing detail lives in our Privacy Policy and, where applicable, our Data Processing Agreement.
Hosting location. Customer Data is hosted and processed primarily in the United States on Cloudflare's infrastructure. Some sub-processors also operate in the United States, the European Union, the United Kingdom, and other regions. By using the Service you consent to the transfer and processing of Customer Data in the United States and any other country where Kloup or its sub-processors operate, subject to the safeguards described in our Privacy Policy and DPA (including, where applicable, Standard Contractual Clauses and the UK Addendum).
3. Confidentiality
Fundraising data is sensitive — investor relationships, round terms, soft commits, internal commentary. We treat the contents of your workspace as Customer Confidential Information. We use at least the same degree of care we use to protect our own confidential information (and never less than a reasonable standard) and disclose Customer Data only to the limited number of our employees and sub-processors who need access to deliver the Service, all of whom are bound by written confidentiality obligations.
4. Acceptable use
You agree not to, and not to permit any Authorised User to:
- Use the Service for anything illegal, fraudulent, deceptive, or harmful;
- Interfere with or disrupt the integrity, security, or performance of the Service or anyone else's workspace;
- Attempt to access another organisation's data or to circumvent any tenant isolation, role, or rate limit;
- Reverse-engineer, decompile, scrape, or extract software, models, or data beyond documented APIs and quotas;
- Upload malware, conduct unauthorised penetration tests, or use the Service to send unsolicited bulk email or harassing communications;
- Use the Service to build a competing product, train a competing model on outputs of the Service, or benchmark for the purpose of public comparative claims without our prior written consent;
- Submit any data you don't have the lawful right to process (including personal data without an appropriate legal basis).
We may suspend access without notice if continued use poses a material security, legal, or operational risk.
5. Pricing, billing, and taxes
- Paid plans renew automatically until cancelled. Fees are quoted exclusive of taxes; you're responsible for sales, use, VAT, GST, and similar taxes other than taxes on our net income.
- We may update pricing for new contract terms; for existing customers, material price changes take effect at the next renewal with at least 30 days' notice.
- You can cancel anytime. Cancellation stops future renewals; refunds for partial periods are at our discretion unless required by law.
- Payments are processed by our payment processor; you authorise us (and our processor) to charge your payment method for the fees due.
6. Third-party integrations and providers
The Service connects to third parties at your direction — for example Google (Calendar / Gmail / Drive / OAuth), SendGrid (email delivery), Apollo (contact enrichment), Anthropic / OpenAI (AI drafting), Stripe (payments). Your use of those services is governed by their own terms. We are not liable for outages, pricing changes, deprecations, or behaviour changes caused by an upstream provider, and connecting an integration authorises us to pass the data necessary to fulfil your request.
7. AI features
Some features generate, summarise, translate, or transform text using third-party large language models. By using these features you acknowledge:
- We pass the minimum necessary context to the model provider to fulfil the request.
- Where the provider offers a zero-retention or no-training option, we use it. We do not consent to model training on Customer Data.
- AI output is a probabilistic draft. You're responsible for reviewing it for accuracy, tone, confidentiality, and appropriateness before sharing it externally.
- We disclaim warranties on AI output to the fullest extent permitted by law.
8. Intellectual property
Kloup and its licensors own all right, title, and interest in the Service, including all software, designs, models, dashboards, documentation, and trademarks. These Terms do not grant you any ownership of the Service or any right to use Kloup names or marks beyond identifying yourself as a customer. Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable right to access and use the Service during your subscription.
If you provide feedback or suggestions ("Feedback"), you grant us a perpetual, irrevocable, royalty-free licence to use it without obligation to you. Feedback is provided voluntarily and is not confidential information.
9. Beta and preview features
We may offer features marked "beta", "preview", "early access", or similar. These features are provided "as is", may change or be discontinued without notice, and are excluded from any uptime, support, or refund commitments. Use of beta features at your discretion.
10. Suspension and termination
- You may terminate at any time by deleting your workspace from Settings or by emailing legal@kloup.com.
- We may suspend or terminate your access if you materially breach these Terms, if your use poses a security risk, if required by law, or upon non-payment after 14 days' notice.
- On termination: your right to access the Service ends; we'll make Customer Data available for export for at least 30 days after termination, then delete it from live systems and (within 35 days) from backups, except where retention is required by law.
- Sections that by their nature should survive termination (ownership, confidentiality, disclaimers, limitations, indemnity, dispute resolution, miscellaneous) survive.
11. Disclaimers
The Service is provided "as is" and "as available". To the fullest extent permitted by law, Kloup and its affiliates, licensors, and sub-processors disclaim all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and quiet enjoyment. We do not warrant that the Service will be uninterrupted, error-free, or that all data will be preserved, recoverable, or perpetually available.
12. Limitation of liability
To the maximum extent permitted by law:
- Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost data, lost goodwill, lost investment opportunities, or business interruption, even if advised of the possibility of such damages.
- Each party's aggregate liability arising out of or related to these Terms is limited to the fees you paid us for the Service in the 12 months immediately preceding the event giving rise to the claim, or US$100, whichever is greater.
- The foregoing limitations do not apply to (a) your payment obligations, (b) your indemnity obligations, (c) breach of confidentiality, (d) infringement of the other party's intellectual property, or (e) liability that cannot be limited by law.
13. Indemnification
You will defend, indemnify, and hold harmless Kloup and its affiliates, officers, directors, and employees from and against any third-party claim, demand, or proceeding (and any resulting losses, damages, fines, and expenses, including reasonable attorneys' fees) arising from (a) your or any Authorised User's use of the Service in breach of these Terms, (b) Customer Data you submit, including any claim that processing it violates applicable law or a third party's rights, or (c) your dispute with any third party.
We will defend you against any third-party claim alleging that the Service, when used as authorised under these Terms, infringes that party's intellectual property rights, and we will pay damages finally awarded against you in such a claim (or any settlement we approve), provided you (i) promptly notify us, (ii) give us sole control of the defence, and (iii) reasonably cooperate. If we believe such a claim is likely, we may at our option modify the Service, obtain a licence, or terminate the affected portion with a pro-rata refund.
14. Force majeure
Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, pandemic, government action, network or power outages, or third-party service failures.
15. Governing law and dispute resolution
These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware for any dispute not subject to arbitration.
Any dispute, claim, or controversy arising out of or relating to these Terms that the parties cannot resolve through good-faith discussions within 30 days will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, by a single arbitrator, in English, in Wilmington, Delaware. The arbitrator may award injunctive relief, but only to the extent necessary to provide relief warranted by an individual claim. To the extent permitted by law, the parties waive any right to a jury trial and to participate in a class action.
16. Modifications
We may revise these Terms. Material changes will be notified at least 14 days in advance via email to your account contact and by an in-app banner; non-material changes (clarifications, corrections) take effect on posting. Continued use after the effective date constitutes acceptance.
17. Miscellaneous
- Entire agreement. These Terms, the Privacy Policy, and any order forms or DPA you sign together constitute the entire agreement and supersede prior understandings.
- Severability. If a provision is held unenforceable, the remainder stays in force.
- Assignment. You may not assign these Terms without our prior written consent. We may assign in connection with a merger, acquisition, or sale of substantially all assets.
- No waiver. Our failure to enforce a provision is not a waiver of our right to do so later.
- Notices. Notices to you may be sent to your account email; notices to us go to legal@kloup.com.
- Independent contractors. The parties are independent contractors; nothing creates a partnership, joint venture, or agency.
- Export controls. You agree not to use the Service in violation of US, EU, or other applicable export-control or sanctions laws.
18. Contact
Questions about these Terms: legal@kloup.com. Security: security@kloup.com. Privacy: privacy@kloup.com.