These Terms constitute a legally binding agreement between Tabularum Inc. ("Tabularum", "we", "our") and any US-based person or entity ("User", "you") accessing or using the Tabularum private capital markets platform. This version is governed by US law and incorporates SEC, BSA/FinCEN, OFAC, and Advisers Act obligations. By registering, you agree to these Terms, our US Privacy Policy, and all applicable US regulatory disclosures.
"Platform" means the Tabularum private capital markets software, including all web interfaces, APIs, portals, and related services. "GP" means a General Partner, registered investment adviser, or fund manager using the Platform. "LP" means a Limited Partner or accredited investor. "TIN" means the Tabularum Identity Number assigned upon onboarding. "Transaction" means any capital commitment, subscription, capital call, distribution, or related financial event. "Applicable Law" means all US federal and state laws applicable to a User's use of the Platform, including the Securities Act of 1933, Securities Exchange Act of 1934, Investment Advisers Act of 1940, BSA, OFAC regulations, and applicable state securities law (Blue Sky Laws).
You may only use the Platform if you: (a) are at least 18 years of age and a US citizen, US resident, or US-organised entity; (b) qualify as an "accredited investor" under SEC Regulation D, Rule 501 (17 CFR §230.501), including natural persons with net worth exceeding $1,000,000 (excluding primary residence) or annual income exceeding $200,000 ($300,000 jointly), or qualifying institutional investors; (c) for GPs, are registered or exempt from registration as an investment adviser under the Investment Advisers Act of 1940 (15 U.S.C. §80b-1 et seq.) or applicable state law; and (d) are not subject to OFAC, FinCEN, or other US sanctions designations. Tabularum may require written accreditation verification under SEC Rule 506(c) and may refuse or terminate access at any time.
All Users must complete Tabularum's onboarding process in accordance with the US Bank Secrecy Act (BSA, 31 U.S.C. §5311 et seq.) and FinCEN Customer Due Diligence (CDD) Final Rule (31 CFR §1010.230). This includes: government-issued photo identification; proof of address; beneficial ownership information for legal entity customers (FinCEN CDD Rule — all individuals owning ≥ 25%); source of funds and wealth documentation; and accredited investor verification under SEC Rule 501. Tabularum is obligated to file Suspicious Activity Reports (SARs) with FinCEN and Currency Transaction Reports (CTRs) where required under 31 CFR §1020.320. Tabularum maintains an anti-money laundering (AML) program consistent with the BSA and FinCEN guidance.
For General Partners / Investment Advisers: Create and manage fund structures; share subscription documents, virtual data rooms, and side letters; issue capital calls, distributions, and LP communications; monitor asset performance; manage LP accreditation and compliance status; and prepare Form D filings and exempt offering documentation under SEC Regulation D.
For Limited Partners / Accredited Investors: View portfolio and track asset performance; access GP documentation, PPMs, and regulatory notices; maintain a portable verified investor profile; and execute subscription documents electronically under applicable e-signature law (ESIGN Act, 15 U.S.C. §7001).
All securities offerings facilitated through the Platform must comply with applicable US securities laws. GPs are solely responsible for: structuring offerings under Regulation D (Rules 504, 506(b), or 506(c)) or Regulation S; filing Form D with the SEC within 15 days of first sale; maintaining accreditation verification records for not less than five (5) years under SEC Rule 506(e); complying with Blue Sky Law filing obligations in each state where LPs are domiciled; and ensuring all offering materials are consistent with applicable securities laws. Tabularum does not act as a broker-dealer, registered investment adviser, or placement agent, and does not provide legal or securities law advice.
GPs registered or required to register as investment advisers under the Investment Advisers Act of 1940 must independently maintain: a written compliance program (Rule 206(4)-7); books and records under Rule 204-2 (minimum 5 years, 2 years in main office); a code of ethics (Rule 204A-1); a custody controls policy if assets are held by the adviser (Rule 206(4)-2); and required annual and other regulatory filings (Form ADV). Tabularum provides record-keeping infrastructure to assist compliance only; GPs remain solely responsible for all regulatory obligations.
Personal data is processed in accordance with our US Privacy Policy and applicable law, including SEC Regulation S-P (17 CFR Part 248), which requires registered investment advisers to provide initial and annual privacy notices and permits opt-out rights regarding non-affiliated third-party disclosures. California residents hold rights under the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA), including the right to know, delete, and opt out of sale (Tabularum does not sell personal data). Tabularum maintains data under SEC Rules 17a-4 and 17a-5 in non-rewritable, non-erasable electronic format. Contact gaio@tabularum.com to exercise any privacy rights.
All information shared on the Platform is strictly confidential and may constitute material non-public information (MNPI) subject to insider trading restrictions under the Securities Exchange Act of 1934. Users must not disclose Confidential Information to third parties without prior written consent, must use it solely for Platform purposes, and must immediately report any unauthorised disclosure. Obligations survive termination for five (5) years. Disclosure to the SEC, FINRA, or other regulators pursuant to legal obligation is not a breach of this clause.
Tabularum owns all intellectual property rights in the Platform under US copyright, patent, and trade secret law. Nothing in these Terms grants ownership beyond a limited licence to use. Users retain ownership of their uploaded data and grant Tabularum a limited licence to process it solely to provide the services.
Fees are as agreed in your service agreement. All amounts are in US dollars and exclusive of applicable taxes. Tabularum may modify fees on 30 days' notice. Continued use after the effective date constitutes acceptance.
THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY US LAW. Tabularum is a technology platform provider only and does not provide investment advice, broker-dealer services, or legal advice. TABULARUM'S TOTAL AGGREGATE LIABILITY IS CAPPED AT FEES PAID IN THE PRECEDING 12 MONTHS. TABULARUM IS NOT LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. Nothing excludes liability for gross negligence, fraud, willful misconduct, or violations of federal securities laws that cannot be disclaimed under applicable US law.
You agree to indemnify, defend, and hold harmless Tabularum and its officers, directors, employees, and agents against all claims, losses, costs, and expenses (including reasonable attorneys' fees) arising from: your violation of these Terms or Applicable Law; your misrepresentation of accredited investor status; misuse of the Platform or Confidential Information; inaccuracies in information provided; or breach of your securities law, BSA, or investment adviser obligations.
You may terminate by contacting gaio@tabularum.com. Tabularum may terminate immediately on breach of these Terms, failure of KYC/AML verification, misrepresentation of accreditation status, or reasonable suspicion of fraud, money laundering, or OFAC sanctions violations. Data is retained for legally required periods: BSA records (5 years, 31 U.S.C. §5318); SEC records (5–7 years per applicable rules); CCPA/CPRA retention schedules. Clauses 7, 8, 9, 11, 12, and 15 survive termination.
Tabularum may amend these Terms at any time with 30 days' notice for material changes. Regulatory changes required by the SEC, FinCEN, or OFAC may take effect immediately. Continued use after the effective date constitutes acceptance.
These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any dispute, claim, or controversy arising out of or relating to these Terms shall be settled by binding arbitration under the American Arbitration Association (AAA) Commercial Arbitration Rules, in English, in Wilmington, Delaware. The arbitrator's decision is final and may be entered as a judgment in any court of competent jurisdiction. CLASS ACTION WAIVER: You waive any right to bring or participate in a class action, class arbitration, or representative proceeding against Tabularum to the maximum extent permitted by applicable law. Nothing prevents either party from seeking injunctive relief in a US federal or state court for IP violations or to preserve arbitration rights.