Terms of Use

1. PrivPlce

PrivPlce is a private, invitation-controlled platform designed to help members organize, present, discover, evaluate, and participate in private transaction opportunities across multiple asset classes and transaction types.

PrivPlce provides technology, workflow, communication, documentation, relationship-recording, and administrative tools. Unless expressly stated otherwise in a separate written agreement, PrivPlce is not a party to transactions between members and does not guarantee that any opportunity will result in a transaction.

2. Membership and Access

PrivPlce is not an open public marketplace. Access is limited and may require invitation, member confirmation, Super Admin approval, identity information, or other onboarding requirements.

Membership is personal to the approved account holder. You may not sell, transfer, share, or permit another person to use your account or credentials. You are responsible for activity occurring through your account and for maintaining the confidentiality of your credentials.

PrivPlce may approve, decline, restrict, suspend, place on a waiting list, or terminate access in accordance with platform policies and these Terms.

3. Member Responsibilities

You are responsible for the accuracy, completeness, legality, and authority of information and materials you provide through PrivPlce. You agree not to misrepresent your identity, authority, role, relationship to a transaction, assets, funds, credentials, licenses, mandates, documents, or transaction terms.

You may use PrivPlce only for lawful purposes and only in connection with activities you are legally permitted and authorized to undertake.

4. Independent Evaluation and Due Diligence

Each member is responsible for independently evaluating opportunities, counterparties, intermediaries, documents, representations, transaction structures, risks, and applicable requirements.

Information appearing on PrivPlce may originate from members or third parties. The presence of information, a member, a document, an opportunity, a match, a rating, or a transaction on the platform does not constitute an endorsement, verification, warranty, or guarantee by PrivPlce.

Members should obtain appropriate legal, financial, tax, regulatory, technical, and other professional advice before entering into a transaction.

5. No Investment, Legal, Tax, or Financial Advice

PrivPlce does not provide investment, legal, tax, accounting, financial, or other professional advice through the operation of the platform. Platform tools, classifications, matching results, transaction information, notices, and administrative workflows are provided to facilitate organization and communication and should not be treated as professional advice.

6. Securities, Investor Eligibility, and Regulated Activities

Certain transactions or instruments may be subject to securities laws, broker-dealer requirements, investor eligibility standards, licensing requirements, offering restrictions, or other regulation depending on the activity, instrument, parties, jurisdiction, and circumstances.

You are responsible for determining and satisfying requirements applicable to your activities. Where PrivPlce presents an investor eligibility, accredited investor, securities, or similar acknowledgment, that acknowledgment does not constitute a determination or certification by PrivPlce that you qualify or that a transaction is legally permissible.

PrivPlce may restrict access to particular transaction types, require additional acknowledgments or information, or decline to facilitate platform activity where appropriate.

7. KYC, AML, Sanctions, and Compliance

Transactions may require identity verification, know-your-customer procedures, anti-money-laundering review, sanctions screening, source-of-funds information, licensing verification, or other due diligence.

Members are responsible for compliance obligations applicable to them and their transactions. PrivPlce may request, record, restrict, or share compliance-related information as reasonably necessary for platform operation, transaction workflow, security, or applicable legal requirements.

8. Opportunities, Wanted Requests, and Matching

PrivPlce may permit members to post transaction offerings or wanted requests and may identify potential matches based on information entered into the platform. Matching is intended to reduce uncertainty and help members identify potentially relevant opportunities; it is not a representation that parties, terms, assets, funds, documents, or transactions have been verified or are suitable.

Members remain responsible for deciding whether to pursue, disclose information regarding, or enter into any transaction.

9. Relationships, Introductions, and Intermediaries

PrivPlce is designed to respect and preserve legitimate business relationships. The platform may record invitations, introductions, intermediary chains, transaction roles, relationship genealogy, timestamps, document-sharing events, and other activity intended to establish an auditable history.

You agree not to use information obtained through PrivPlce to intentionally circumvent another member's documented relationship, improperly interfere with a transaction chain, misappropriate confidential information, or evade an agreed compensation arrangement.

Platform records may assist members in understanding transaction history, but PrivPlce does not guarantee or adjudicate the legal enforceability of any intermediary, referral, commission, fee, mandate, or other compensation claim unless PrivPlce expressly agrees otherwise in writing.

10. Confidentiality and Controlled Disclosure

PrivPlce is designed for controlled information sharing. Access to information through the platform does not make that information public and does not grant permission to use it for unrelated purposes.

You must respect confidentiality restrictions, nondisclosure obligations, transaction permissions, and the rights of other members and counterparties. You may not copy, distribute, disclose, publish, exploit, or use confidential information except as authorized by the person entitled to control that information or as otherwise legally permitted.

11. Documents and Electronic Records

Members may upload, generate, review, acknowledge, or exchange documents through PrivPlce. You represent that you have authority to provide documents you upload or share.

PrivPlce may maintain timestamps, recipient information, document history, watermarks, acknowledgments, and other audit information. These records are intended to improve accountability and transaction organization but do not independently establish the authenticity, legal sufficiency, validity, or enforceability of a document.

12. Compensation, Fees, and Payment Information

Transactions may involve commissions, intermediary compensation, platform fees, paymasters, payment instructions, or other economic arrangements. Where PrivPlce records or calculates such information, those tools are intended to document the information supplied or agreed by participants.

Unless expressly agreed otherwise in writing, members remain responsible for confirming the legal permissibility, calculation, documentation, payment, tax treatment, and enforceability of compensation associated with a transaction.

13. Prohibited Conduct

You may not use PrivPlce to:

• Engage in fraud, deception, money laundering, sanctions evasion, unlawful securities activity, or any other illegal conduct.
• Upload or distribute information or documents you know to be false, forged, misleading, stolen, unauthorized, or materially inaccurate.
• Impersonate another person or misrepresent your authority, mandate, licensing, transaction role, or relationship.
• Attempt to gain unauthorized access to accounts, documents, transactions, systems, or information.
• Interfere with platform security or operation, introduce malicious code, scrape or systematically extract platform information, or attempt to defeat access controls.
• Use confidential information or documented relationships obtained through PrivPlce to improperly circumvent another member.
• Use PrivPlce in a manner that exposes PrivPlce or other members to unlawful or unreasonable risk.

14. Bad-Actor, Document, and Integrity Information

PrivPlce may maintain internal records concerning suspected fraudulent activity, questionable documents, security incidents, or other integrity concerns. Such information is intended to help protect the private network and may be subject to access restrictions, review, correction, or other controls.

The existence or absence of an internal record is not a substitute for independent due diligence and should not be treated as a definitive legal determination regarding any person, entity, document, or transaction.

15. Platform Availability and Changes

PrivPlce may add, modify, suspend, restrict, or discontinue features or transaction categories as the platform evolves. During Beta, features and workflows may change more frequently as the platform is tested and refined.

PrivPlce does not guarantee uninterrupted or error-free availability and may temporarily restrict access for maintenance, security, compliance, or operational reasons.

16. Suspension and Termination

PrivPlce may suspend or terminate access when reasonably necessary to protect the platform or its members, enforce these Terms, address inactivity or membership limits, investigate suspected misconduct, respond to legal or compliance concerns, or for other legitimate administrative reasons.

Termination of access does not necessarily remove historical transaction, audit, security, compliance, or relationship records that PrivPlce has a legitimate reason or obligation to retain.

17. Intellectual Property

PrivPlce and its platform design, software, branding, workflows, and original platform content are protected by applicable intellectual property laws. Except for the limited right to use the platform in accordance with these Terms, no ownership rights are transferred to members.

Members retain their rights in materials they lawfully submit, subject to the permissions reasonably necessary for PrivPlce to host, process, display, transmit, secure, and maintain those materials for platform purposes.

18. Disclaimers

To the extent permitted by law, PrivPlce is provided on an “as is” and “as available” basis. PrivPlce does not warrant the identity, authority, solvency, performance, honesty, licensing, eligibility, assets, funds, documents, representations, or conduct of any member or third party, or the accuracy, availability, legality, completion, profitability, or outcome of any transaction.

No platform feature eliminates the need for independent verification and professional due diligence.

19. Limitation of Liability

To the extent permitted by applicable law, PrivPlce and its owners, operators, affiliates, personnel, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost opportunities, lost data, business interruption, transaction failure, counterparty conduct, or unauthorized third-party activity arising from or related to use of the platform.

Any additional limitations, exclusions, liability caps, or exceptions should be established in the final attorney-approved version of these Terms.

20. Indemnification

To the extent permitted by law, you agree to be responsible for claims, losses, liabilities, costs, and expenses arising from your unlawful use of PrivPlce, your violation of these Terms, your infringement of another person's rights, or information, documents, representations, or transactions for which you are responsible.

The scope and procedure of any indemnification obligation should be confirmed in the final attorney-approved Terms.

21. Privacy

Your use of PrivPlce is also subject to the PrivPlce Privacy Policy, which describes how information may be collected, used, shared, protected, and retained.

22. Changes to These Terms

PrivPlce may update these Terms as the platform, its features, or applicable requirements evolve. The current version will be identified by the “Last updated” date above. Where appropriate, material changes may also be communicated to members through the platform or other available contact methods.

23. Governing Law and Dispute Terms

The governing law, venue, dispute-resolution process, arbitration provisions if any, class-action waiver if any, and related procedural terms should be established by PrivPlce's legal counsel before general launch. No jurisdiction is designated in this Beta draft.

24. Contact

Questions regarding these Terms of Use may be submitted through the contact method provided by PrivPlce.