Terms of Service

01.Acceptance of Terms

By accessing or using the Underlying platform, you agree to be bound by these Terms. If you are using the platform on behalf of an organization (such as a private equity sponsor, corporate M&A group, investment bank, or diligence advisory practice), you are agreeing to these Terms for that organization and representing that you have the authority to bind that organization to these Terms.

Any bilateral pilot agreement, master subscription agreement, or statement of work executed between you and Underlying controls in the event of any conflict with these standard online Terms.

02.Authorized Use & Platform Boundaries

Underlying provides an evidence workroom and verification environment for high-stakes transaction diligence, confidential information review, and committee memo preparation. You are responsible for all activity that occurs under authorized accounts associated with your firm. You agree not to:

• Reverse engineer, decompile, or attempt to extract the source code of the Underlying platform or its analysis agents.
• Use the platform to process unauthorized third-party documents without proper rights, permissions, or contractual clearance.
• Circumvent organizational isolation, workspace boundaries, or role-based access control policies.
• Upload malicious software, destructive code, or content designed to disrupt platform integrity.
• Use generated output as a sole, unreviewed substitute for professional judgment where review is required by law, professional standard, fiduciary duty, or organizational policy.

03.Customer Data & Intellectual Property

Your Data: You retain all right, title, and interest in and to your data—including all virtual data room (VDR) files, financial models, confidential information memoranda, management Q&A transcripts, diligence findings, and working notes uploaded or imported by your team. You grant Underlying a limited, revocable license to process and analyze this data solely to provide, support, and secure the service for your organization.

Underlying Technology: Underlying and its licensors retain all right, title, and interest in and to the platform, including its software architecture, evidence citation mechanisms, verification workflows, and user interfaces.

04.Assistive Nature & Preservation of Judgment

Underlying is an assistive platform designed to accelerate extraction, cross-referencing, and draft preparation. Underlying is not an investment advisor, legal counsel, auditor, or accounting authority.

No output generated by the platform constitutes fiduciary advice or a recommendation to execute, fund, or decline any investment, acquisition, or transaction. Your deal team, named reviewers, and Investment Committee retain full authority and sole responsibility for all investment conclusions and final deliverables.

05.Disclaimer of Warranties & Limitation of Liability

Except as expressly set forth in a binding bilateral agreement, the platform is provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied.

In no event shall Underlying or its directors, employees, or partners be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, transactions, or goodwill, arising out of or related to your use of the platform.

06.Governing Law & Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.