Terms of Service

1. Agreement to these terms

SearchWare is a product of SearchOS LLC, a California limited liability company (“SearchOS LLC”, “we”, “us”). These Terms of Service (the “Terms”) govern your access to and use of the SearchWare website, application, Diligence Portal and related services (together, the “Service”).

By creating an account, signing in, or using the Service, you agree to these Terms. If you use the Service on behalf of a company, fund or other organization, you agree to them on its behalf and represent that you have authority to bind it; “you” then means that organization. If you do not agree, do not use the Service.

Our Privacy Policy explains how we collect, use and share personal information, including data received from Google, and forms part of these Terms.

2. Eligibility and business use

The Service is designed for professional use by search fund operators, independent sponsors, investors and their advisers in connection with acquiring and operating businesses. You must be at least 18 years old and able to form a binding contract to use it. The Service is not intended for personal, family or household use.

3. Accounts and workspaces

You sign in with a Google account. Each account belongs to a workspace (an organization), and workspace owners and administrators can invite members and assign roles that control what each member can see and change. You are responsible for the activity in your account and your workspace, for keeping your Google account secure, and for the people you invite. Tell us promptly at [email protected] if you believe your account has been accessed without authorization.

The Diligence Portal lets your workspace share selected documents and requests with sellers, advisers and other counterparties. You decide what to share and with whom, and you are responsible for having the right to share it.

4. Plans, trials and billing

Paid plans and their prices are described on our pricing page and at checkout. Self-serve plans are billed in advance, monthly or annually as you choose, in US dollars, through our payment processor Stripe. Some plans are priced per seat with a minimum number of seats, and each plan includes a monthly budget of platform AI usage; usage beyond that budget may be paused until the next period or covered by your own AI provider key, as the Service describes. Enterprise terms are agreed separately in writing.

Eligible first-time customers may start a free trial of a paid plan (currently 14 days) without a payment card. To keep the paid plan after the trial, add a payment method; the trial terms shown at checkout apply.

Subscriptions renew automatically at the end of each billing period at the then-current price until cancelled. Workspace owners and administrators can cancel at any time from Settings › Billing, which opens Stripe’s billing portal; the portal shows when the cancellation takes effect. Except where required by law, fees already paid are not refundable. We may change prices for future billing periods with reasonable advance notice. You are responsible for applicable taxes.

5. Your data

“Customer Data” means the documents, emails, contacts, deal information, financial data and other content that you or your workspace members submit to or connect with the Service. As between you and us, you own your Customer Data.

You grant SearchOS LLC a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data only as needed to provide, secure, support and maintain the Service for you, to prevent abuse, and to comply with law. We handle personal information in Customer Data as described in the Privacy Policy. We do not sell Customer Data, and we do not use data received from Google APIs to develop, improve or train generalized AI or machine-learning models.

You are responsible for the accuracy and legality of Customer Data and for having all rights, consents and notices needed to submit it, including information about third parties such as sellers, brokers and their employees, and any confidentiality obligations (for example under an NDA) that apply to documents you upload.

6. Third-party services

The Service works with services operated by others, including Google (sign-in, Gmail and Google Calendar), Stripe (payments), Plaid (bank and card connections for expenses), meeting recorders you connect, and providers of large-language models. When you connect or use a third-party service, its own terms and privacy policy govern your relationship with that provider, and you authorize us to exchange data with it as needed to provide the feature you chose.

We are not responsible for third-party services, their availability, or changes they make that affect the Service. You can disconnect Plaid and meeting recorders from Settings, and remove SearchWare’s access to Google at any time from your Google Account, as the Privacy Policy describes.

7. AI features and output

Many features use artificial intelligence to extract, summarize, score, draft and calculate: CIM screening, deal memos, underwriting inputs, drafted letters and documents, meeting notes and the assistant, among others. AI output is generated automatically and may be incomplete, inaccurate or out of date, even where it cites a source.

The Service and its output are not legal, tax, accounting, financial or investment advice. You are solely responsible for reviewing output, checking it against the underlying evidence, obtaining professional advice where appropriate, and for every decision you make, including whether and on what terms to pursue, finance or close an acquisition. Drafted documents such as NDAs and letters of intent are starting points that should be reviewed by qualified counsel before use.

8. Acceptable use

You agree not to, and not to let anyone else:

• use the Service in violation of any law, or to infringe or misappropriate anyone’s rights, including confidentiality obligations;
• send spam or unsolicited bulk email, or use Gmail features in a way that violates Google’s terms;
• upload malware, or probe, scan, disrupt or overload the Service or attempt to bypass its security, access controls or usage limits;
• access another workspace’s data, or share your sign-in with people who are not members of your workspace;
• copy, resell, or reverse engineer the Service, or use it to build a competing product, except as the law expressly allows;
• use the Service’s AI features to generate unlawful, deceptive or harmful content.

9. Confidentiality

Each party may receive non-public information from the other. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and disclose it only to people who need to know it and are bound by similar obligations, or as required by law. Customer Data is your confidential information. These obligations do not cover information that is or becomes public through no fault of the receiving party, was already known to it, or is independently developed or rightfully received from someone else.

10. Intellectual property and feedback

SearchOS LLC and its licensors own the Service, including its software, design, models, documentation and trademarks. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable right to use the Service for your internal business purposes during your subscription. No other rights are granted.

If you send us suggestions or feedback, we may use them without restriction or obligation to you.

11. Suspension and termination

You may stop using the Service and cancel your subscription at any time. We may suspend or terminate access, with notice where reasonably practicable, if you materially breach these Terms, fail to pay, create a security or legal risk, or if we discontinue the Service.

On termination, your right to use the Service ends. You can request deletion of your account and workspace data as described in the Privacy Policy. Sections that by their nature should survive termination (including fees owed, your data, confidentiality, disclaimers, limitation of liability, indemnity and governing law) survive.

12. Disclaimers

The Service and all output are provided “as is” and “as available”. To the fullest extent permitted by law, SearchOS LLC disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement and accuracy, and does not warrant that the Service will be uninterrupted, error-free or secure, or that output will be accurate or complete.

13. Limitation of liability

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or business opportunities (including any acquisition not pursued or completed), even if advised of their possibility.

To the fullest extent permitted by law, SearchOS LLC’s total liability arising out of or relating to the Service or these Terms will not exceed the fees you paid to SearchOS LLC for the Service in the twelve (12) months before the event giving rise to the claim.

Some jurisdictions do not allow certain exclusions or limitations, so some of the above may not apply to you.

14. Indemnity

You will defend, indemnify and hold harmless SearchOS LLC and its members, officers and contractors from third-party claims, and related losses and reasonable costs, arising from your Customer Data, your use of the Service in breach of these Terms or the law, or decisions you make based on the Service’s output.

15. Governing law and venue

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. Any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in California, and each party consents to their personal jurisdiction and venue.

16. Changes to these terms

We may update these Terms from time to time. We will change the “Last updated” date above and, for material changes, give reasonable advance notice by email or in the Service. Continuing to use the Service after changes take effect means you accept them.

17. General

These Terms, together with any order form or written agreement for an Enterprise plan, are the entire agreement between you and SearchOS LLC about the Service. If a provision is unenforceable, the rest remain in effect. Failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control.

18. Contact

Questions about these Terms, and legal notices, go to SearchOS LLC at [email protected].