Terms and Conditions

These Terms govern your use of spearmancapital.com and the investor and broker portals (the “Site”) operated by Spearman Capital, LLC, a Texas limited liability company (“Spearman”, “we”). By using the Site or creating an account you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Site.

You must be at least 18 and able to form a binding contract. The Site is intended for people in the United States. We do not direct the Site to residents of the European Union or the United Kingdom.

You must give accurate information and keep it current. You are responsible for your login credentials and for all activity under your account. Tell us at once at the contact address below if you suspect unauthorized use. We may suspend or close any account at our discretion, including for breach of these Terms.

Everything in the portals, including deal summaries, financial statements, data rooms, the identities of businesses, sellers, brokers and investors, and messages (“Confidential Materials”), is confidential. You agree to: (a) use Confidential Materials only to evaluate a transaction with Spearman; (b) not copy, forward, publish or disclose them to anyone other than your own professional advisors bound by confidentiality; (c) not contact any business, seller, broker, lender or investor identified in them except through Spearman or with its written permission; (d) return or destroy them on request; and (e) keep these obligations for three years after your last access, or longer where a separate agreement says so. Materials that are public, already lawfully known to you, or required by law to be disclosed (with notice to us) are excluded. A deal-specific non-disclosure agreement controls for that deal. Breach may cause harm that money cannot fix, and we may seek an injunction.

Nothing on the public Site is an offer to sell or a solicitation of an offer to buy any security. Any offer is made only to eligible persons through definitive offering documents in the portal. Private offerings are available only to accredited investors under Rule 501 of Regulation D and, where required, only after verification. Site content is for information only and is not investment, legal, tax or accounting advice. Spearman is not a registered broker-dealer or investment adviser and does not recommend any security to you. Private investments are illiquid, speculative and can lose all value. Past performance is no guarantee of future results. Consult your own advisors.

Securities-related activities that require registration are conducted by registered representatives through the broker-dealer with which they are registered. Spearman Capital, LLC is not a broker-dealer. [The exact attribution sentence naming the broker-dealer, its FINRA/SIPC membership and the BrokerCheck reference will be inserted on that firm’s compliance approval.]

You agree that we may deliver notices, disclosures, offering documents, agreements and other records electronically, by email to your account address or by posting in the portal, and that your electronic signature or clicking “I agree” has the same effect as a handwritten signature. Your consent covers all records relating to your relationship with Spearman. You may withdraw consent at any time by emailing us; withdrawal does not affect records already delivered or signed and may end portal access. You may request a paper copy of any record at no charge by emailing us. You need a current email address, an internet connection, a current web browser with cookies enabled, and software that reads PDF files. If those requirements change in a way that risks your access, we will notify you and you may withdraw consent without penalty. Keep your email address current in your profile.

With your separate consent we may send marketing email and text messages. Email: every marketing email includes an unsubscribe link, honored within 10 business days. Text: message frequency varies; message and data rates may apply; reply STOP to stop and HELP for help; consent is not a condition of any purchase or investment. Opting out of marketing does not stop transactional or account messages.

You will not: use the Site unlawfully; scrape or bulk-download content; access another user’s account or any non-public area; upload malware; misrepresent your identity or eligibility; or use Confidential Materials to compete with or circumvent Spearman.

The Site and its content are owned by Spearman or its licensors. You keep ownership of documents you upload and grant Spearman a non-exclusive license to store, display and share them with prospective counterparties and advisors to evaluate a transaction. You confirm you have the right to upload them.

The Site and all content are provided “as is” without warranty of any kind. We do not verify information supplied by sellers, brokers or third parties and make no representation that it is accurate or complete.

To the fullest extent the law allows, Spearman and its members, managers, employees and agents are not liable for indirect, incidental, consequential, special or punitive damages, or lost profits, arising from the Site. Our total liability for any claim is limited to $100. Nothing limits liability for fraud or where the law forbids limitation.

Texas law governs these Terms without regard to conflict-of-law rules. Any dispute will be brought exclusively in the state or federal courts in Travis County, Texas, and you consent to their jurisdiction.

We may update these Terms. We will post the new version with its effective date and, for material changes, notify account holders by email. Continued use after the effective date is acceptance.

Spearman Capital, LLC, 512 W. Martin Luther King Jr. Blvd., Suite 107, Austin, TX 78701. Email: info@spearmancapital.com.