Effective Date: February 2, 2026
Website and Services Operated By: Delta Rock® Capital Management, LLC ("Delta Rock®," "we," "our," or "us")
These Terms of Use (the "Terms") govern your access to and use of Delta Rock®'s public website and any related online features we make available, including investor onboarding, subscription workflows, portals, dashboards, document rooms, account features, and related services (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.
1. Important Notices
The Services may include business, financial, and operational information about Delta Rock® and its activities. Nothing on the Services is intended to be, and should not be construed as, investment advice, legal advice, tax advice, or accounting advice. You should consult your own professional advisers for advice tailored to your situation.
The Services are not intended to constitute an offer to sell, or a solicitation of an offer to buy, any securities. Any offering of interests in any investment vehicle or other investment opportunity (if any) will be made only pursuant to definitive offering documents, subscription materials, and other agreements provided to eligible persons in accordance with applicable law. Those documents, and not the Services, control the terms of any investment.
2. Changes to These Terms
We may update these Terms from time to time. When we do, we will post the updated Terms on the Services and revise the effective date above. Changes are effective when posted. Your continued use of the Services after changes are posted constitutes acceptance of the updated Terms.
3. Eligibility and Permitted Use
You may use the Services only if you are able to form a legally binding contract with us and are not prohibited from using the Services under applicable law. The Services are intended for use by adults. We may limit access to certain portions of the Services (including investor onboarding) to persons who meet specific eligibility criteria.
You agree to use the Services only for lawful purposes and in accordance with these Terms. You may not use the Services in a manner that could disable, overburden, damage, or impair the Services or interfere with another party's use of the Services.
4. Investor Onboarding and Account Features
Certain features of the Services may require you to create an account, complete onboarding steps, and submit information and documentation. You agree to provide accurate, current, and complete information, and to promptly update it if it changes. You understand that we may rely on information you provide (including investor representations) when determining your eligibility for access, onboarding, or any investment opportunity.
You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. If you believe your account has been compromised, you agree to notify us promptly. We may suspend or terminate access to any account at any time if we believe, in our discretion, that it is necessary to protect the Services, protect users, comply with law, or enforce these Terms.
5. Identity Verification, KYC/AML, and Compliance Screening
As part of investor onboarding and ongoing account administration, you understand that we may require information and documentation to verify identity, confirm eligibility, and satisfy compliance obligations, including "know-your-customer" (KYC), anti-money laundering (AML), sanctions, anti-fraud, and similar screening. This may include collecting taxpayer identification numbers, government-issued identification information, copies of identification documents, beneficial ownership information, and other supporting materials.
You authorize us to take reasonable steps to verify information you submit, including using third parties to assist with verification and screening. You agree that we may request additional information or documentation at any time, and that your access to onboarding and account features may be delayed, limited, suspended, or denied if requested information cannot be verified or if we determine that doing so is necessary or appropriate for compliance, risk management, or security.
6. Electronic Communications and E-Signatures
By using the Services, you consent to receive communications from us electronically, including through the Services, by email, by text message (if you provide a phone number), or through other electronic means. You agree that electronic communications, notices, disclosures, and records satisfy any legal requirement that such communications be in writing.
If the Services enable electronic signatures, you agree that your electronic signature is the legal equivalent of your handwritten signature, and that electronically signed documents may be enforceable to the fullest extent permitted by applicable law. You are responsible for reviewing documents before signing and for retaining copies for your records.
7. Privacy
Our Privacy Policy describes how we collect, use, and disclose information through the Services. By using the Services, you acknowledge that you have read and understand our Privacy Policy and agree that we may process information as described there.
8. Intellectual Property and Site Content
The Services, including all content, materials, text, graphics, logos, trademarks, service marks, user interfaces, software, design, compilation, and arrangement (collectively, "Content"), are owned by Delta Rock® or its licensors and are protected by intellectual property laws. Except as expressly permitted by these Terms, you may not copy, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, or exploit any Content without our prior written consent.
You may view and use the Services and Content solely for your personal or internal business use in connection with your evaluation of Delta Rock® and, where applicable, your investor onboarding and account relationship. Any rights not expressly granted are reserved.
9. Confidentiality and Restricted Materials
Certain areas of the Services may contain non-public, confidential, or proprietary materials. You agree not to disclose, copy, download (except where the Services explicitly allow it), distribute, publish, or share such materials except as expressly permitted by the Services or with our prior written consent.
If you receive access to any deal room, data room, onboarding flow, or investor portal content, you agree to treat such information as confidential and to use it only for the purpose for which it was provided. If you are under a separate non-disclosure agreement with us, that agreement will govern to the extent it conflicts with these Terms.
10. No Reliance; Accuracy; Forward-Looking Statements
We try to keep the Services accurate and up to date, but the Services may include errors, omissions, or outdated information. Content is provided for general informational purposes and may change without notice. You should not rely on the Services as the sole basis for making any decision, including any investment decision.
The Services may include forward-looking statements that are inherently uncertain and based on assumptions. Actual results may differ materially due to risks and uncertainties. We do not undertake any obligation to update forward-looking statements except as required by law.
11. Prohibited Conduct
You agree not to, and not to assist or enable others to:
- access, tamper with, or use non-public areas of the Services without authorization;
- probe, scan, or test the vulnerability of the Services or any related system or network;
- circumvent or attempt to circumvent access controls, authentication measures, or security-related features;
- use any robot, spider, scraper, crawler, or other automated means to access the Services (except where we have expressly permitted it in writing);
- introduce malware, viruses, Trojan horses, worms, logic bombs, or other harmful material;
- interfere with or disrupt the integrity or performance of the Services;
- use the Services to harass, abuse, threaten, defame, or otherwise violate the rights of others;
- submit false, misleading, or fraudulent information, including misrepresenting identity, eligibility, or investor status; or
- use the Services in violation of any applicable law, regulation, or contractual obligation.
We may investigate and take action against violations, including suspending access, terminating accounts, and cooperating with law enforcement where appropriate.
12. User Submissions and Feedback
If you submit information through the Services (including messages, onboarding information, documents, feedback, suggestions, or other content), you represent that you have the right to submit it and that it does not violate applicable law or the rights of any third party.
To the extent you provide feedback or suggestions about the Services, you agree that we may use them without restriction or compensation to you, including to improve the Services, develop new features, or modify our operations.
13. Third-Party Services and Links
The Services may integrate with or link to third-party websites, tools, or services that we do not control. We provide these links or integrations for convenience, but we do not endorse and are not responsible for third-party content, privacy practices, security practices, availability, or performance.
Your interactions with third parties are governed by their terms and policies. If you choose to access third-party services through links or integrations, you do so at your own risk.
14. Service Availability; Security; Monitoring
We may modify, suspend, or discontinue any part of the Services at any time, including features, content, or access levels, without notice. We do not guarantee that the Services will be available at all times or without interruption.
To protect the Services and users, we may implement security and monitoring measures, including logging, access controls, audit trails, and anomaly detection. You agree that we may take reasonable steps to prevent fraud, abuse, and unauthorized access, including by restricting activity that appears suspicious.
15. Disclaimers
THE SERVICES AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, DELTA ROCK® DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.
WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.
16. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL DELTA ROCK® OR ITS AFFILIATES, MANAGERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES OR ANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY LAW, DELTA ROCK®'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100) OR THE AMOUNT YOU PAID (IF ANY) TO ACCESS THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, WHICHEVER IS GREATER.
Some jurisdictions do not allow certain limitations of liability, so parts of this section may not apply to you.
17. Indemnification
You agree to defend, indemnify, and hold harmless Delta Rock® and its affiliates, managers, members, directors, officers, employees, agents, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of the Services; (b) your breach of these Terms; (c) your violation of applicable law or the rights of any third party; (d) information or content you submit through the Services; or (e) any fraud, misrepresentation, or willful misconduct by you.
We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim.
18. Dispute Resolution and Arbitration
Mandatory Arbitration. To the fullest extent permitted by law, any dispute, claim, or controversy arising out of or relating to these Terms or the Services (including their formation, performance, breach, or termination) will be resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures, rather than in court, except that either party may bring an action in court to seek injunctive or other equitable relief.
The arbitration will be conducted by a single arbitrator in New York, New York, unless the parties agree otherwise. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND DELTA ROCK® AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Unless both you and Delta Rock® agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not preside over any form of class, consolidated, or representative proceeding.
Exception for Small Claims. Either party may bring an action in small claims court if the claim qualifies and remains in small claims court.
30-Day Right to Opt Out. You have the right to opt out of these arbitration provisions by sending written notice of your decision to opt out to [email protected] within thirty (30) days of first accepting these Terms. Your notice must include your name, address, and a clear statement that you wish to opt out of these arbitration provisions. If you opt out, all other terms of these Terms will continue to apply, but neither you nor we will be required to arbitrate disputes.
19. Governing Law and Venue
These Terms and any dispute arising out of or relating to the Services will be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. To the extent arbitration does not apply or a party has opted out, you agree that any legal action or proceeding will be brought exclusively in the state or federal courts located in New York, New York, and you consent to the personal jurisdiction of those courts.
20. Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect to the fullest extent permitted by law. Any invalid, illegal, or unenforceable provision will be modified to the extent necessary to make it valid and enforceable while preserving the parties' intent.
21. Entire Agreement
These Terms, together with our Privacy Policy and any additional terms, agreements, or disclosures provided to you in connection with specific features or offerings, constitute the entire agreement between you and Delta Rock® regarding the Services and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding the Services.
22. Assignment
You may not assign or transfer these Terms or any rights or obligations under them, whether by operation of law or otherwise, without our prior written consent. We may assign or transfer these Terms or any rights or obligations under them at any time without restriction and without notice to you.
23. Waiver
Our failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. No waiver will be effective unless made in writing and signed by an authorized representative of Delta Rock®.
24. Force Majeure
We will not be liable for any delay or failure to perform our obligations under these Terms due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
25. Survival
Provisions of these Terms that by their nature should survive termination (including but not limited to Sections 1, 7, 8, 9, 10, 15, 16, 17, 18, 19, 20, 21, and 25) will survive any termination or expiration of these Terms.
26. Contact
Questions about these Terms may be submitted through the website contact form or by emailing [email protected].
For privacy-related inquiries, please see our Privacy Policy for contact information.
© 2026 Delta Rock® Capital Management, LLC. All rights reserved.
