Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Oakshore Pte. Ltd. (UEN: 202506770W), an Exempt Private Company Limited by Shares incorporated in the Republic of Singapore, with its registered office at 7 Temasek Boulevard, #12-07 Suntec Tower One, Singapore 038987 ("Oakshore," "we," "us," or "our").

These Terms govern your access to and use of the Oakshore platform, website, application programming interfaces, and all associated software services (collectively, the "Platform"). By creating an account, accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, our Acceptable Use Policy, our KYC & AML Policy, and our Cookie Policy(collectively, the "Agreement").

If you do not agree to these Terms, you must not access or use the Platform.

1. Eligibility

You must be at least eighteen (18) years of age and have the legal capacity to enter into a binding contract in your jurisdiction of residence to use the Platform. By creating an account, you represent and warrant that you meet these eligibility requirements.

If you are accessing the Platform on behalf of a corporation, limited liability company, partnership, trust, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and that the entity is duly organized and validly existing under the laws of its jurisdiction of incorporation.

2. Nature of the Platform

Oakshore operates exclusively as a software-as-a-service (SaaS) technology infrastructure provider. The Platform provides a secure digital environment in which verified startup founders and verified investors may independently engage with one another regarding potential private market transactions.

Oakshore is nota registered broker-dealer, investment adviser, financial adviser, crowdfunding portal, escrow agent, custodian, fund manager, payment processor, or financial institution in any jurisdiction. We do not negotiate terms on behalf of either party, hold client funds, execute trades, provide investment recommendations, or take a percentage-based commission ("success fee") on capital raised or invested through the Platform.

Any transactions, investment agreements, or commercial arrangements made between Users (founders and investors) are strictly bilateral agreements between those parties alone. Oakshore is not a party to, nor a guarantor of, any such agreement.

3. Capital Isolation Acknowledgment

At no point does Oakshore hold, route, custody, pool, transmit, or manage User investment capital. All capital flows occur directly between the transacting counterparties, outside the Platform, through their own banking relationships and financial institutions.

The Platform's Capital Call feature facilitates the exchange of wire transfer instructions between counterparties as a communication convenience. Oakshore does not initiate, process, verify, or guarantee any wire transfer or payment. Oakshore has no visibility into whether funds were actually sent or received. The Platform records bilateral confirmations — not financial events.

By using the Platform, you acknowledge and agree that Oakshore bears no responsibility or liability for the transmission, receipt, timing, accuracy, or completeness of any capital transfer between Users.

4. No Fiduciary Relationship

Nothing in these Terms or in your use of the Platform creates a fiduciary relationship, advisory relationship, agency, partnership, joint venture, or employment relationship between you and Oakshore. Oakshore does not act as your agent, broker, adviser, or fiduciary in any capacity. You acknowledge that Oakshore owes you no fiduciary duty, and that all investment, legal, and financial decisions made on or through the Platform are your sole responsibility.

5. Account Registration & Verification

Access to the Platform is restricted to verified entities and individuals. By applying for an account, you consent to our comprehensive Know Your Customer (KYC) and Anti-Money Laundering (AML) verification checks as described in our KYC & AML Policy.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Oakshore immediately at dpo@oakshore.app if you become aware of any unauthorized use of your account.

Oakshore reserves the right to deny access, suspend, or terminate accounts at our sole discretion if a User fails to meet our verification standards, provides false or misleading information, misrepresents their accreditation or corporate status, or engages in conduct that violates these Terms or our Acceptable Use Policy.

6. User Responsibilities & Acceptable Use

You agree to use the Platform only for lawful purposes and in compliance with these Terms, our Acceptable Use Policy, and all applicable laws, regulations, and rules of professional conduct in your jurisdiction.

Without limitation, you agree that you shall not: (a) use the Platform to engage in market manipulation, fraud, money laundering, terrorist financing, or any other illegal activity; (b) share, transfer, or permit unauthorized access to your account credentials; (c) scrape, crawl, or use automated means to extract data from the Platform; (d) upload malicious code, viruses, or any content designed to compromise the Platform's security or integrity; (e) impersonate any person or entity, or misrepresent your affiliation with any person or entity; (f) harass, threaten, or abuse other Users; or (g) use the Platform in any manner that could damage, disable, overburden, or impair Oakshore's servers or infrastructure.

Oakshore reserves the right to investigate any suspected violations and to take any action we deem appropriate, including but not limited to suspension or termination of your account, removal of content, and referral to law enforcement authorities.

7. AI-Generated Content & Disclaimers

The Platform utilizes artificial intelligence ("AI") systems, including third-party large language models, to process User-submitted data and generate Deal Memos, Investment Committee Memo drafts, and other analytical content ("AI Outputs").

You acknowledge and agree that:

• AI Outputs are algorithmically structured from User-supplied data and are not independently verified by Oakshore for accuracy, completeness, or reliability.
• AI Outputs do not constitute investment advice, financial advice, legal advice, tax advice, or a recommendation to buy, sell, hold, or otherwise transact in any security or financial instrument.
• You are solely responsible for conducting your own independent due diligence before making any investment, business, or legal decision.
• Oakshore assumes no liability for any investment decisions, financial losses, or other damages arising from reliance on AI Outputs.

The AI systems do not generate buy/sell/hold signals, calculate expected returns, recommend specific deal structures or valuations, compare startups against each other to recommend one over another, or provide financial advice as defined under the Financial Advisers Act (Cap. 110) of Singapore.

8. Intellectual Property

Oakshore's IP: The Platform, including its software, code, AI models, algorithms, design, branding, trademarks, trade names, logos, and all related intellectual property, is and remains the exclusive property of Oakshore Pte. Ltd. These Terms do not grant you any right, title, or interest in the Platform beyond a limited, revocable, non-exclusive, non-transferable license to access and use the Platform in accordance with these Terms.

Your Content: You retain full ownership of all content, data, documents, and materials you upload to the Platform ("User Content"). By uploading User Content, you grant Oakshore a limited, non-exclusive, royalty-free license to store, process, display, and transmit your User Content solely for the purpose of operating and providing the Platform's services to you. This license terminates upon deletion of your account, subject to our data retention obligations as set forth in our Privacy Policy.

9. Confidentiality & Secure Deal Rooms

Users granted access to private Deal Rooms agree to maintain strict confidentialityregarding all proprietary information, financial models, business plans, cap tables, term sheets, and intellectual property shared within the Deal Room ("Confidential Information").

You agree not to reproduce, distribute, disclose, forward, screenshot, or otherwise share any Confidential Information from a Deal Room without the explicit prior written consent of the disclosing party. This obligation survives the termination or expiration of your account.

A material breach of this confidentiality obligation will result in immediate platform expulsion and may subject the breaching party to injunctive relief, damages, and any other remedies available under applicable law.

10. Legal Templates — Non-Advisory Capacity

The Platform provides access to standardized legal instrument templates sourced from their original publishers (including Y Combinator, the Angel Capital Association, the National Venture Capital Association, the British Venture Capital Association, and the Singapore Academy of Law / SVCA). These templates are provided without modification and in their original published form.

Oakshore does not recommend, endorse, or advise on the selection of any particular legal instrument, deal structure, or valuation methodology. Users may also upload their own custom legal documents drafted by their own counsel.

You should consult qualified legal counsel in the relevant jurisdiction before executing any legal instrument accessed through the Platform.

11. Electronic Transactions Acknowledgment

By using the Platform to negotiate, accept, sign, and execute bilateral commercial agreements, you acknowledge and agree that:

• Electronic records generated by the Platform (including state transitions, bilateral confirmations, and uploaded documents) shall not be denied legal effect, validity, or enforceability solely because they are in electronic form, in accordance with the Electronic Transactions Act (Cap. 88) of Singapore.
• Your affirmative actions on the Platform (including but not limited to proposing terms, accepting terms, uploading signed documents, and confirming fund receipt) constitute electronic signatures indicating your identity and intent, as defined under Section 2 of the Electronic Transactions Act.
• The Platform's immutable audit trail, server-side timestamps, and bilateral handshake protocols serve as evidence of the sequence, timing, and attribution of all state transitions.

Oakshore does not guarantee that electronic signatures executed through the Platform will be recognized or enforceable in every jurisdiction. Users transacting across borders should consult legal counsel in all relevant jurisdictions.

12. Platform Fees & Open Beta

Oakshore charges flat platform fees for access to its SaaS infrastructure. All fees are fixed and are not linked to the outcome, size, or success of any transaction facilitated through the Platform.

Open Beta Period: From launch through November 30, 2026, 23:59:59 UTC(the "Beta Period"), all Users may access the full Platform at no cost. During the Beta Period: (a) the Platform is provided "as is" without any service level guarantees; (b) Oakshore reserves the right to modify, suspend, or discontinue any feature or functionality without prior notice; (c) Oakshore makes no guarantees regarding uptime, availability, or data integrity beyond its standard security measures.

Post-Beta Transition:Upon conclusion of the Beta Period, continued access to the Platform will require an active paid subscription. Existing Users will receive at least thirty (30) calendar days' advance notice of the pricing structure and will be required to affirmatively opt in to a paid tier.

All fees are non-refundable unless otherwise required by applicable law. Oakshore reserves the right to modify its pricing structure with thirty (30) calendar days' prior written notice to affected Users.

13. Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

To the maximum extent permitted by applicable law, Oakshore expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, usage, or trade practice.

Without limitation, Oakshore does not warrant that: (a) the Platform will meet your specific requirements; (b) the Platform will be uninterrupted, timely, secure, or error-free; (c) the results obtained from the use of the Platform (including AI Outputs) will be accurate, reliable, or complete; (d) any defects in the Platform will be corrected; or (e) any counterparty on the Platform will perform their obligations under any bilateral agreement.

For a comprehensive description of the risks associated with private market investments, please review our Risk Disclosure Statement, which forms part of this Agreement.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Oakshore, its directors, officers, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, goodwill, data, business opportunities, investment returns, or other intangible losses, arising out of or in connection with your use of or inability to use the Platform, regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if Oakshore has been advised of the possibility of such damages.
• Oakshore's total aggregate liability to you for all claims arising out of or relating to these Terms or the Platform shall not exceed the total fees actually paid by you to Oakshore in the twelve (12) months immediately preceding the event giving rise to the claim. If you have not paid any fees to Oakshore, Oakshore's total aggregate liability shall not exceed one hundred Singapore dollars (SGD 100.00).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the limitations set forth above shall apply to the maximum extent permitted by applicable law.

15. Indemnification

You agree to indemnify, defend, and hold harmless Oakshore, its directors, officers, employees, agents, and affiliates from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable legal fees and disbursements) arising out of or in connection with: (a) your use of the Platform; (b) your violation of these Terms, any applicable law, or any third party's rights; (c) any User Content you submit, upload, or transmit through the Platform; (d) any bilateral transaction you enter into with another User through the Platform; (e) any misrepresentation of your identity, accreditation status, or corporate authority; or (f) your negligent or wrongful conduct. This indemnification obligation survives the termination of your account and these Terms.

16. Dispute Resolution

16.1. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of laws principles.

16.2. Mediation

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the Platform (a "Dispute"), the parties shall first attempt to resolve the Dispute amicably through mediation administered by the Singapore Mediation Centre (SMC) in accordance with its prevailing mediation rules. The mediation shall be conducted in the English language in Singapore. The costs of mediation shall be borne equally by the parties unless the mediator determines otherwise.

16.3. Jurisdiction

If the Dispute is not resolved through mediation within sixty (60) calendar days of the commencement of mediation proceedings (or such longer period as the parties may agree in writing), either party may submit the Dispute to the exclusive jurisdiction of the Courts of the Republic of Singapore.

16.4. Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive any right to participate as a plaintiff or class member in any purported class action, collective action, or representative proceeding against Oakshore. If this waiver is found to be unenforceable in a particular jurisdiction, then this entire Section 16.4 shall be severable and disputes in that jurisdiction shall proceed under the remaining provisions of this Section 16.

17. Termination & Suspension

By You: You may terminate your account at any time through the Platform's Trust Center, where you can initiate the off-boarding process. Upon termination, your access to the Platform will cease, and Oakshore will process your data in accordance with our Privacy Policy and applicable data retention obligations.

By Oakshore: Oakshore reserves the right to suspend or terminate your account, with or without notice, for any reason, including but not limited to: (a) violation of these Terms or any applicable policy; (b) failure to pass or maintain KYC/AML verification; (c) suspected fraudulent, illegal, or abusive activity; (d) inactivity for a prolonged period; or (e) at our sole discretion, for any commercially reasonable reason.

Effect of Termination: Upon termination, your right to access the Platform immediately ceases. Oakshore is not liable for any loss of data or access upon termination. Any provisions of these Terms that by their nature should survive termination (including but not limited to Sections 3, 4, 8, 9, 13, 14, 15, 16, and 18) shall survive.

18. General Provisions

18.1. Modifications

Oakshore reserves the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on the Platform, updating the "Effective Date" at the top of this page, and, where practicable, sending notice to your registered email address at least thirty (30) calendar days prior to the changes taking effect. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms.

18.2. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

18.3. Entire Agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy, KYC & AML Policy, and Cookie Policy, constitute the entire agreement between you and Oakshore with respect to your use of the Platform, and supersede all prior or contemporaneous oral or written communications, proposals, representations, and agreements.

18.4. Assignment

You may not assign, transfer, or delegate your rights or obligations under these Terms without Oakshore's prior written consent. Oakshore may assign its rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

18.5. Force Majeure

Oakshore shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, government actions, power failures, internet or telecommunications failures, third-party service outages (including cloud infrastructure providers), cyberattacks, or sanctions.

18.6. Waiver

No failure or delay by Oakshore in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof.

18.7. Survival

All provisions of these Terms that by their nature should survive termination or expiration shall survive, including but not limited to intellectual property rights, confidentiality obligations, disclaimers of warranties, limitations of liability, indemnification obligations, and dispute resolution provisions.