Terms of Use

1. Service Description

Comply with VCC is a software-as-a-service platform that automates the preparation and formatting of entity-level submissions and annual reports required under California’s Fair Investment Practices by Venture Capital Companies Law (the “FIPVCC,” formerly SB 54, now SB 164) for filing with the California Department of Financial Protection and Innovation (“DFPI”). The Service is a compliance-assistance tool only and does not constitute legal, regulatory, or compliance advice.

2. User Responsibility for Filing Accuracy

The User bears sole responsibility for the accuracy, completeness, and timeliness of all information submitted to the DFPI, whether generated through the Service or otherwise. The User is responsible for determining whether it qualifies as a “covered entity” under the FIPVCC including evaluating “venture capital company” status and California nexus criteria, as well as determining whether individual investments per covered entity must be included. Comply with VCC does not guarantee that use of the Service will result in compliant filings, as each covered entity’s reporting obligations depend on fund-specific facts, investment structures, and regulatory interpretations that are beyond the scope of the Service.

3. Account Security and Acceptable Use

The User is responsible for maintaining the confidentiality of their account credentials and for all activity that occurs under their account. The User must notify the Company promptly of any unauthorized access or use. The User may not use the Service for any purpose other than preparing FIPVCC-related submissions and reports, and may not attempt to access data belonging to other users, interfere with the operation of the Service, or reverse-engineer any aspect of the Service.

4. User Data and Input Obligations

The User is responsible for the integrity of all data entered into the Service, including investment amounts, portfolio company details, and founder survey responses. The User must ensure that founder demographic survey data is collected in accordance with FIPVCC requirements, including that surveys are offered only after execution of an investment agreement and first transfer of funds, and that the User does not encourage, incentivize, or attempt to influence a founding team member’s decision to participate.

5. Anonymization and Data Privacy

The Service provides features for anonymizing and aggregating founder demographic data as required by the FIPVCC. The User remains responsible for meeting FIPVCC and any other applicable regulatory obligations that no survey response is associable with an individual founding team member in any report or record.

The User acknowledges that the FIPVCC’s reporting structure may, in certain circumstances, inherently allow the public or the DFPI to infer an individual founding team member’s demographic information, for example, where a covered entity has a limited number of investments or a portfolio company has a single known founder. This re-identification risk is introduced by the requirements of the law itself, not by the Service, and the Company assumes no liability for any such inference arising from the User’s compliance with the FIPVCC.

The User, as the party collecting founder demographic data, is responsible for providing required privacy notices to investments or portfolio companies and their founders, responding to data-access or deletion requests, and otherwise complying with applicable privacy laws, including the California Consumer Privacy Act (CCPA). The Company processes founder demographic data solely as a service provider on the User’s behalf and in accordance with these Terms.

6. Data Security and Retention

The Service employs AES-256 encryption at rest and TLS encryption in transit, with role-based access controls. The Service is built on SOC 2 Type II compliant database and email processing infrastructure.

The Service retains records related to the User’s reporting obligations for the five-year period required by the FIPVCC. The User may request export of such records at any time; upon export, the User assumes full liability for the handling, security, and privacy of the exported data.

The User acknowledges that DFPI guidance, reporting forms, or calculation methodologies may change after reports have been generated or exported. Previously exported reports may no longer reflect current requirements, and the User may need to re-generate reports through the Service once it has been updated. The Company will make commercially reasonable efforts to update the Service promptly but does not guarantee any specific timeline. It is the User’s responsibility to monitor evolving DFPI guidance and to determine whether previously generated or exported reports remain compliant.

7. Indemnification

The User agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) any inaccuracy, omission, or misrepresentation in data provided by the User or in reports generated from User-provided data; (b) the User’s failure to comply with the FIPVCC, DFPI regulations, or any other applicable law; (c) the User’s misuse of the Service, including failure to properly administer founder demographic surveys or to maintain required anonymization; or (d) any enforcement action, penalty, or injunctive relief imposed on the User by the DFPI or any other authority.

8. Limitation of Liability

To the maximum extent permitted by law, the Company’s aggregate liability under these Terms shall not exceed the total fees paid by the User in the twelve (12) months preceding the claim. In no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including regulatory fines or penalties imposed by the DFPI or any other authority. The Company shall not be liable for DFPI portal unavailability, changes in regulatory requirements, or delays in DFPI implementation that affect the User’s ability to file.

9. Disclaimer of Warranties

The Service is provided “as is” and “as available.” The Company disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant that the Service will ensure FIPVCC compliance, that reports generated will be accepted by the DFPI without modification, or that the Service will reflect the most current FIPVCC requirements or DFPI guidance at any given time.

10. Regulatory Change Risk

The FIPVCC and DFPI implementing guidance are subject to change. The Company will make commercially reasonable efforts to update the Service in response to regulatory changes, but the User assumes the risk that the Service may not reflect the most current requirements at any given time.

11. Fees and Payment

Fees for the Service are as set forth on the Company’s pricing page. All fees are non-refundable except at the Company’s sole discretion. DFPI filing fees (minimum $175 per report as of the effective date of these Terms) are separate from Service fees and are the sole responsibility of the User.

12. Intellectual Property

The Company retains all rights, title, and interest in the Service. The User retains ownership of all data uploaded to the Service and grants the Company a limited license to process such data solely to provide the Service.

13. Term and Termination

The User may cancel the Service at any time by submitting an account termination request. The Company may suspend or terminate the User’s access immediately for cause, including breach of these Terms or non-payment. If the Company elects to discontinue the Service entirely, it will provide at least fifteen (15) days’ prior notice.

It is the User’s sole obligation to export any records needed for the FIPVCC five-year retention period prior to cancellation or termination. Upon termination, all User data will be permanently deleted from the Service within thirty (30) days. The Company may, but is not obligated to, provide a courtesy reminder to export data before deletion. Sections 2, 5, 7, 8, 9, and 12 survive termination.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Washington, without regard to conflict-of-laws principles. The User acknowledges that the FIPVCC and CCPA are California statutes and that nothing in these Terms limits the applicability of those laws to the User’s regulatory obligations. Any dispute arising under these Terms shall be resolved by binding arbitration in Seattle, Washington, under the rules of JAMS, except that either party may seek injunctive relief in a court of competent jurisdiction.

15. Electronic Communications

By using the Service, the User consents to receive all communications from the Company electronically, including notices, disclosures, and updates, via email to the address on file or through the Service. The User agrees that electronic communications satisfy any legal requirement that such communications be in writing.

16. General

These Terms constitute the entire agreement between the parties. If any provision is held unenforceable, the remaining provisions remain in effect. The User may not assign these Terms. The Company may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets. The Company shall not be liable for delays caused by events beyond its reasonable control, including DFPI portal outages or government action. The Company will notify the User of material changes to these Terms by email to the address on file at least fifteen (15) days before the changes take effect; continued use after the effective date constitutes acceptance. Non-material changes and updates required to reflect changes in applicable law, DFPI guidance, or regulatory requirements may take effect immediately upon posting.