Dealink — Terms of Service

⚠️ DRAFT — not in force until approved by counsel

These words are Jonathan's and counsel's to finalize, not an agent's. This page exists so the product's "you agree to our Terms of Service" links stop pointing at a 404 (src/components/data-room/public-access-gate.tsx said it with nothing behind it — §9.4 of docs/plans/launch-readiness-20260910.md). Publishing the draft, clearly marked as a draft, is better than claiming terms that do not exist — but it is a placeholder, not an agreement.

• Source: AI draft in docs/legal/TERMS-OF-SERVICE.md, written 2026-08-24 at Jonathan's instruction (J21, product-manual §C4). That file also carries the reviewer notes — the ~8 open decisions (entity, jurisdiction, liability cap, processor-vs-controller, DPA) — which are deliberately NOT published here.
• Every [BRACKETED ITEM] below is an unresolved decision. None of them were invented.
• Lawyer review is scheduled (roughly one month out, after revenue). Nothing on this page is legal advice, and nothing here is in force until counsel signs off and this banner is removed.
• Last updated: 2026-09-11 · Status: DRAFT

1. What this agreement is

These Terms of Service ("Terms") are a contract between you and [LEGAL ENTITY NAME], a [STATE/COUNTRY] [ENTITY TYPE] ("we", "us", "Deal Machine"). They govern your use of Dealink, our investor-relations platform at app.dealink.io, together with any related sites, APIs, and applications we operate (the "Service").

If you are agreeing to these Terms for a company or other organisation, you promise you have the authority to bind it, and "you" means that organisation.

Some parts of the Service carry their own additional terms — for example, the waivers you accept before importing contacts, connecting WhatsApp, recording an interview, or sharing documents through a data room. Those additional terms are part of this agreement. Where they conflict with these Terms, the more specific terms win for that feature only.

2. Accepting these Terms

You accept these Terms by creating an account, by clicking a button that says you accept, or by using the Service. If you do not accept them, do not use the Service.

We record which version of these Terms you accepted and when. If we change them in a way that matters, we will ask you to accept the new version — see §17.

3. Who may use the Service

You must be at least 18 years old. The Service is built for business use; it is not intended for personal or household use, and it is not intended for anyone barred from using it under applicable sanctions or export laws.

4. Accounts and workspaces

Workspaces. Your data lives inside a workspace (called a tenant in our systems). A workspace is the boundary: content created in one workspace is not visible from another. Access to a workspace is granted by membership, and members can hold different roles (for example owner, admin, member) with different permissions.

Your responsibility for your workspace. You are responsible for:

• everyone you invite into your workspace, and everything they do there;
• keeping credentials secure, and telling us promptly at [SECURITY CONTACT EMAIL] if you believe an account has been compromised;
• deciding who should have access to sensitive material in your workspace, and removing people who should not.

Administrative access by us. Our staff and support systems can access workspace data where it is necessary to operate the Service, investigate a problem you have reported, enforce these Terms, or comply with law. We do not use your content for our own marketing, and we do not sell it. See §9 and §11.

Accounts we create for you. Where we or a partner set up and populate a workspace on your behalf (the product is designed so that much of the setup is done for you before you first sign in), you remain responsible for reviewing what is in that workspace before you publish or send anything from it.

5. What the Service does

In plain terms, Dealink lets you: extract a brand identity from your website and hold it as a brand kit; generate branded pages, page templates and data rooms; publish those pages, including on your own custom domain; plan, schedule, record and produce interviews through Dealink Studio; keep contacts and conversations in a CRM; run email, SMS and WhatsApp campaigns; automate all of the above with workflows and AI agents; and connect third-party systems such as GoHighLevel.

We may change, add, or withdraw features. If we withdraw something you materially depend on, we will give you reasonable notice — see §13.

6. Acceptable use

You agree not to, and not to allow anyone in your workspace to:

• use the Service to break the law, or to publish or send anything unlawful, defamatory, deceptive, infringing, or harassing;
• upload, import, or process anyone's personal data that you do not have the right to process (see the separate import waiver — §10);
• send messages — email, SMS, or WhatsApp — to people who have not given you the consent required in their jurisdiction, or in breach of platform rules such as the WhatsApp Business Messaging Policy, or without honouring opt-outs;
• scrape, harvest, or purchase contact data in breach of a third party's terms or applicable law and bring it into the Service;
• misrepresent an investment, make offers of securities that you are not permitted to make, or use the Service in a way that puts you in breach of financial-promotion or securities rules that apply to you;
• record any person without the consent their jurisdiction requires (see §8);
• attempt to access another workspace's data, probe or defeat our security controls, or reverse engineer the Service except to the extent that restriction is unenforceable by law;
• resell, sublicense, or provide the Service to third parties except as your own agency clients within your workspaces, if your plan permits it;
• use the Service to build a competing product, or to train a machine-learning model on our software or outputs;
• overload the Service, circumvent usage limits, or use automated means beyond our published APIs and rate limits.

We may suspend access — to a feature, a workspace, or an account — where we reasonably believe this section has been breached, where there is a security risk, or where we are required to. Where it is safe and lawful, we will tell you first, and we will restore access once the issue is resolved.

7. Your content, and the licence you give us

You own your content. Everything you or your workspace members put into the Service or produce with it — brand assets, documents, contacts, recordings, transcripts, page content, messages ("Customer Content") — remains yours. We claim no ownership of it.

The licence. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, store, transmit, display, adapt, and process Customer Content solely to provide, secure, maintain, and support the Service for you, including passing it to the third-party services listed in §11 where that is how the feature works. This licence ends when the content is deleted, except for backups retained for the period described in §13.

We do not train on your content. We do not use Customer Content to train our own models, and we contract with our AI providers so that your content is not used to train theirs. [CONFIRM this is true of every model provider actually in use, including any self-hosted or partner models, before publishing this sentence.]

Your warranties. You promise that you have the rights necessary to put Customer Content into the Service and to let us process it as described, and that doing so does not breach anyone's rights, any contract, or any law.

Feedback. If you send us suggestions, we may use them without obligation to you.

Our stuff. The Service itself — the software, the platform templates, our trademarks — stays ours. Pages, kits, rooms, and copy generated for your workspace from your inputs are yours to use as Customer Content.

8. AI-generated content

Large parts of the Service are generative. Brand kits, page designs, data-room content, interview copy, outreach drafts, summaries and agent suggestions are produced by AI systems from your inputs.

No warranty of accuracy. AI output can be wrong, incomplete, out of date, biased, or confidently mistaken. It may reproduce phrasing that resembles other material. We do not warrant that any generated output is accurate, original, compliant, or fit for any purpose.

You must review before you publish or send. You are responsible for reviewing every generated page, document, message, and campaign before it is published, sent, or shown to an investor or any other third party. Publishing or sending is always your act, not ours. Where the Service drafts a message for you, it is a draft until you send it.

Regulated content is your responsibility. If your business is subject to securities, financial promotion, marketing, or professional-conduct rules, those rules apply to what you publish through the Service. Our regulatory-profile features are a drafting aid, not legal or compliance advice, and do not constitute a review of your materials.

No professional advice. Nothing generated by the Service is legal, financial, tax, or investment advice, and no attorney-client or advisory relationship arises from using it.

9. Interviews, recordings, and consent

The Service records audio and video of interviews and meetings held in Dealink Studio, and generates transcripts and derived material (clips, summaries, copy) from those recordings.

You get the consent. The person who schedules or hosts a recorded session is responsible for obtaining every consent and giving every notice that the law requires from all participants — including guests — before recording begins. Some jurisdictions require every participant to consent; some require only one. It is your job to know which rules apply to you and your participants, and to comply with them. We provide notice in the interface as a courtesy; that notice is not a substitute for the consent you must obtain.

Participants and guests. Guests join through a link and may not have an account. You are responsible for telling guests what will be recorded, how the recording will be used, how long it will be kept, and who will see it, and for having a lawful basis for any subsequent publication of it.

Publication. If you publish a recording, a clip, or a transcript — for example on an interview watch page — you are the publisher. You are responsible for holding the necessary releases from everyone appearing in it.

Our handling. We store recordings, transcripts, and derived files as part of the Service, apply the security measures described in §12, and delete them as described in §13 or when you delete them.

Stop-recording. If a participant withdraws consent, stop the recording and delete the material. You can delete recordings from your workspace; ask us at [PRIVACY CONTACT EMAIL] if you need help removing derived copies.

10. Data rooms and confidentiality

Data rooms let you assemble documents and share them with investors and other counterparties, with optional access approval, access codes, and expiry.

We are a conduit, not a party. Anything you place in a data room stays your confidential material, and any confidentiality arrangement about it is between you and the people you share it with. We are not a party to your deal, your NDA, or your disclosure. We do not review, verify, endorse, or take responsibility for the contents of a data room, and providing the room does not make us your agent, broker, adviser, or intermediary in any transaction. We are not a broker-dealer, a placement agent, a bank, or a money transmitter, and the Service does not handle, hold, or transmit funds or securities.

You control access. You choose who gets access, on what terms, whether approval is required, and when to revoke it. Access controls are tools; the decision about who should see a document is yours. Once you have granted someone access to a document, they may be able to keep a copy — the Service cannot claw back what a viewer has downloaded or screenshotted.

Our confidentiality duty to you. We will treat Customer Content in data rooms as confidential: we will not disclose it except to our staff and sub-processors who need it to run the Service and are bound to confidentiality, or where we are compelled by law — in which case, where we are legally able, we will notify you before disclosing.

Your confidentiality duty to us. Non-public information we give you about the Service — pricing, roadmap, security detail — is our confidential information; treat it the same way.

11. Importing data about other people

Some features import data about people who are not our users: contact imports, context imports, CRM syncs, and WhatsApp chat history.

Before you use any of these features you must accept the applicable waiver (see docs/legal/DATA-IMPORT-WAIVER.md and docs/legal/FEATURE-WAIVERS.md), and in doing so you confirm that you have the right to provide that data to us and a lawful basis for us to process it on your behalf.

As between you and us, you are the controller of that personal data and we are your processor. We process it only to provide the Service and on your documented instructions. Our processing terms, sub-processor list, international-transfer terms, and breach-notification commitments are set out in the Data Processing Addendum at [DPA URL — NOT YET WRITTEN], which applies where data-protection law applies to you.

You are responsible for responding to the requests of the people whose data you import (access, deletion, objection); we will help you do so, and will pass on any request that reaches us directly.

12. Third-party services

The Service runs on, and connects to, systems operated by other companies. Depending on the features you use, Customer Content may pass through or be stored by:

We choose these providers with care and bind them to appropriate confidentiality and security terms, but we do not control them, and we are not responsible for their acts or outages beyond our own obligations to you. This list may change; the current list will be maintained at [SUB-PROCESSOR PAGE URL].

Where you connect your own third-party account (for example GoHighLevel, WhatsApp, a custom domain, or a sending domain), your use of that service is governed by your agreement with that provider, and you authorise us to access it on your behalf for the purposes of the integration. Disconnecting it may stop related features from working.

13. Security

We maintain administrative, technical and organisational measures designed to protect Customer Content, including workspace-level isolation enforced in the database, encryption in transit, encryption at rest for stored files, role-based access within a workspace, and access controls on our own staff. No system is perfectly secure, and we do not guarantee that Customer Content can never be accessed without authorisation.

We will notify you without undue delay, and in any event within [NOTIFICATION PERIOD] of becoming aware, of any security breach affecting your Customer Content, and will give you the information you reasonably need to meet your own notification duties.

14. Fees

[PLACEHOLDER — PRICING NOT SET.]

The intended shape, for counsel to complete:

• Paid plans are billed [MONTHLY / ANNUALLY] in advance, in [CURRENCY], via [PAYMENT PROCESSOR].
• Fees are [EXCLUSIVE] of taxes; you pay any applicable sales, use, VAT or withholding taxes.
• Usage-based components (for example AI generation credits, message volume, storage) are billed [HOW], with [OVERAGE TREATMENT].
• [TRIAL TERMS], [REFUND POLICY — proposed: no refunds for partial periods], and [LATE / NON-PAYMENT: suspension after N days' notice].
• We may change prices on [NOTICE PERIOD] notice, effective at your next renewal.

Until pricing is published, any access provided is provided free of charge and at our discretion, and we may end it on reasonable notice.

15. Term, suspension, termination, and what happens to your data

Term. These Terms apply from when you first accept them until your account is closed.

Your right to stop. You may stop using the Service and close your account at any time. If you are on a paid plan, closing your account [does not / does] entitle you to a refund of prepaid fees.

Our right to stop. We may suspend or terminate your access: for a material breach of these Terms that you have not fixed within [15] days of notice; immediately, for the conduct listed in §6 where delay would cause harm or where the law requires it; for non-payment after notice; or on [30] days' notice if we discontinue the Service.

Export. Before termination takes effect, and for [30] days after, you may export your Customer Content using the export tools available in the Service. Ask us at [SUPPORT EMAIL] if you need help.

Deletion. After that window we will delete Customer Content from active systems within [30] days. Copies may persist in encrypted backups for up to [BACKUP RETENTION PERIOD] before being overwritten, and we may retain records we are required to keep by law, plus aggregated statistics that do not identify you or any individual.

Survival. Sections 7 (ownership), 10 (confidentiality), 14 (fees accrued), 16–18, and any clause that by its nature should survive, survive termination.

16. Disclaimers

The Service is provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade.

We do not warrant that the Service will be uninterrupted, timely, secure, or error-free; that defects will be corrected; or that any output — particularly AI-generated output (§8) — will be accurate, compliant, or suitable for your purposes.

Beta, "Labs", and preview features are provided for evaluation, may change or disappear without notice, and are excluded from any service commitment.

Nothing in these Terms excludes liability that cannot be excluded by law.

17. Limitation of liability

To the fullest extent permitted by law:

• No indirect damages. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, or the cost of substitute services, even if advised of the possibility.
• Cap. Each party's total aggregate liability arising out of or relating to these Terms is limited to the greater of [the fees you paid us in the 12 months before the event giving rise to the claim] and [USD 100].
• Data loss. We are not liable for loss or corruption of Customer Content to the extent you could reasonably have prevented it by maintaining your own copies. Keep your own copies of anything irreplaceable.

[REVIEWER DECISION — see Reviewer note 2: whether breach of §13 (security), breach of §6 (acceptable use), indemnity obligations, and unpaid fees sit outside this cap, and whether a higher super-cap applies to data-security claims.]

Your indemnity. You will defend and indemnify us against third-party claims arising from Customer Content, from your use of the Service in breach of §6, from your failure to obtain a required consent under §9 or a required right under §11, and from anything you publish or send through the Service.

[REVIEWER DECISION — whether we give a reciprocal IP indemnity for the Service itself. Common, and usually expected by larger customers.]

18. Governing law and disputes

These Terms are governed by the laws of [STATE/COUNTRY], without regard to conflict-of-laws rules.

[REVIEWER DECISION — choose one and delete the other:]

• Courts. The state and federal courts located in [VENUE] have exclusive jurisdiction, and both parties consent to that venue; or
• Arbitration. Disputes are resolved by binding arbitration administered by [ARBITRATION BODY] under its [RULES] in [SEAT], with [class-action waiver? jury-trial waiver? small-claims carve-out? 30-day opt-out?].

Before starting a formal dispute, each party will try in good faith to resolve it by contacting the other at [LEGAL NOTICE ADDRESS] and allowing [30] days to respond.

19. Changes to these Terms

We may update these Terms. Every version carries a version number and an effective date.

• For minor changes (clarifications, new feature descriptions) we will update the document and the effective date.
• For changes that materially affect your rights or obligations, we will give you at least [30] days' notice by email or in the application, and ask you to accept the new version. Continuing to use the Service after the effective date, or accepting in the application, means you accept the new version. If you do not accept, you may close your account before the effective date and [receive a pro-rata refund of prepaid, unused fees].

Feature-specific waivers are versioned separately; when one changes materially, we will ask you to accept the new version the next time you use that feature.

20. General

Whole agreement. These Terms, together with the feature waivers, any order form, and the DPA, are the entire agreement between us about the Service, and replace any prior discussions.

No assignment. You may not assign these Terms without our written consent, except to a successor of your business. We may assign them to an affiliate or in connection with a merger or sale of assets.

No waiver; severability. Not enforcing a right is not a waiver of it. If a clause is held unenforceable, the rest stands and the clause is narrowed to the minimum extent necessary.

Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, excluding payment obligations.

Notices. We will contact you at the email on your account; you will contact us at [LEGAL NOTICE EMAIL] and [LEGAL NOTICE POSTAL ADDRESS].

No partnership. Nothing here creates a partnership, joint venture, employment, agency, or fiduciary relationship.

Publicity. [REVIEWER DECISION — may we name you and use your logo as a customer? Proposed: yes, with the right to opt out on written notice.]

Version: [VERSION — proposed: 1.0] Effective date: [DATE] Contact: [LEGAL / SUPPORT EMAIL]