1.1 By accessing or using the Jupiter Smith Software Platform (the “Platform”), you agree to comply with and be bound by these Terms of Service (“Terms”). If you do not agree with any part of these Terms, you may not access or use the Platform.
1.2 These Terms apply to all users of the Platform, including issuers, broker-dealers, investment bankers, and accredited investors.
2.1 Jupiter Smith provides a secure online software platform that connects microcap issuers, broker-dealers, investment bankers, and accredited investors. The Platform offers a virtual deal room, document analysis tools, AI-driven analytics (including Document Analyzer, Deal Rating, and Issuer Educator), secure messaging, and Multi-Factor Authentication services to facilitate the diligence, evaluation, and execution of capital markets transactions.
2.2 Jupiter Smith is a software service provider only. Jupiter Smith is not a registered broker-dealer, investment advisor, or exchange and does not provide investment, legal, tax, or financial advice. Use of the Platform does not constitute an offer to buy or sell securities.
3.1 Users must register an account to access certain features of the Platform. Users must provide accurate, current, and complete information during registration and keep that information up to date.
3.2 Users are responsible for maintaining the confidentiality of their account credentials, including passwords and Multi-Factor Authentication devices, and for all activities that occur under their account.
3.3 Users must promptly notify Jupiter Smith of any unauthorized use of their account at info@jupitersmith.com.
4.1 Users must comply with all applicable laws and regulations, including but not limited to U.S. federal and state securities laws, anti-money laundering (AML) requirements, and Know Your Customer (KYC) obligations.
4.2 Users are solely responsible for the content they upload, share, or transmit through the Platform, and for the accuracy and legality of all information they provide.
4.3 Investors represent that they meet all applicable accredited investor or qualified institutional buyer standards, where required by law, before accessing related deal room content.
5.1 Users must not engage in activities that violate these Terms, the rights of others, or any applicable laws or regulations.
5.2 Prohibited activities include, but are not limited to:
6.1 Jupiter Smith retains all right, title, and interest in and to the Platform, including all software, AI models, algorithms, user interfaces, documentation, trademarks, and related intellectual property.
6.2 Users retain ownership of the content they upload to the Platform. By uploading content, users grant Jupiter Smith a limited, non-exclusive license to host, process, display, and analyze that content solely to provide the Service.
6.3 Users must respect the intellectual property rights of others and must not upload, share, or transmit content that infringes on any copyright, trademark, trade secret, or other intellectual property right.
7.1 Jupiter Smith collects and processes user data as outlined in the Privacy Policy, available at https://jupitersmith.com/privacy. Users are encouraged to review the Privacy Policy for details on data collection, use, and disclosure.
7.2 By providing your mobile number for Multi-Factor Authentication or account security alerts, you also agree to the Jupiter Smith SMS Terms of Service, available at https://jupitersmith.com/sms-terms. The SMS Terms govern message frequency, message and data rates, opt-in, opt-out (STOP), and help (HELP) procedures for the Jupiter Smith Account Authentication Program.
7.3 Jupiter Smith does not share mobile information or SMS opt-in data with third parties or affiliates for marketing or promotional purposes.
8.1 Jupiter Smith reserves the right to suspend or terminate any user account, with or without notice, for violation of these Terms, applicable law, or to protect the integrity and security of the Platform and its users.
8.2 Users may terminate their accounts at any time by following the account deletion process in account settings or by contacting info@jupitersmith.com.
8.3 Upon termination, the user’s right to access the Platform ceases immediately. Sections that by their nature should survive termination (including Sections 6, 9, 10, and 12) will survive.
9.1 The Platform is provided on an “AS IS” and “AS AVAILABLE” basis. Jupiter Smith disclaims all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
9.2 Jupiter Smith does not warrant that AI-driven outputs (including Deal Ratings or Document Analyzer results) are accurate, complete, or suitable for any particular investment decision. Users are solely responsible for their own due diligence and investment decisions.
9.3 To the maximum extent permitted by law, Jupiter Smith is not liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunities, arising out of or related to the use of the Platform.
9.4 Users agree to indemnify, defend, and hold harmless Jupiter Smith and its officers, directors, employees, and agents against any claims, damages, or expenses (including reasonable attorneys’ fees) arising from the user’s use of the Platform, the user’s content, or the user’s violation of these Terms or applicable law.
10.1 Jupiter Smith reserves the right to update these Terms at any time. The “Last Updated” date at the top of these Terms reflects the most recent revision.
10.2 Material changes will be communicated to users by email or through a notice on the Platform. Continued use of the Platform after the effective date of the updated Terms constitutes acceptance of the updated Terms.
11.1 These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
11.2 Any dispute arising out of or relating to these Terms or the Platform that cannot be resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration will be Wilmington, Delaware.
11.3 Each party retains the right to seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information.
12.1 For questions or concerns regarding these Terms, please contact:
Jupiter Smith Email: info@jupitersmith.com Web: https://jupitersmith.com
By using the Jupiter Smith Software Platform, you agree to abide by these Terms of Service. If you do not agree with any part of these Terms, you may not use the Platform.