Effective Date: January 1st, 2026
These General Terms and Conditions (“Terms and Conditions” or “Terms”) govern your access to and use of the services of Wall Street LLC, a U.S.-based company providing financing, financing advisory, and advisory services. Wall Street LLC operates through its websites and platforms, including www.SwissFinanciers.com, www.PerpetualCorporation.co, and www.IPOcascade.com (collectively, the “Platforms”). These Terms apply to all clients and users of our services and Platforms, including individuals, businesses, and institutional clients (“you” or “Client”). By accessing or using any of the Platforms or our services, you agree to be bound by these Terms and Conditions. If you do not agree, you must refrain from using our services and Platforms.
1. Acceptance of Terms
By using our Platforms or services, you acknowledge that you have read, understood, and agree to these Terms and Conditions, as well as any other policies referenced herein (such as our Privacy Policy). These Terms constitute a binding legal agreement between you and Wall Street LLC (the “Company,” “we,” “us,” or “our”). If you are using our services on behalf of a company or other entity, you represent that you are authorized to bind that entity to these Terms, in which case “you” refers to that entity. You acknowledge that these Terms may be supplemented by additional agreements or terms specific to certain products or transactions (for example, an engagement letter, subscription agreement, or other contract). In the event of any direct conflict between these Terms and any separately negotiated written agreement you have with us, the terms of that separate agreement will control for the specific service or transaction, while these Terms will govern all other aspects of your use of our Platforms and general services.
2. Scope of Services
Wall Street LLC offers a range of financing, and financing advisory services to support entrepreneurs and mid-sized companies in securing funding and achieving their business objectives. Our core services include, but are not limited to:
Financing Facilitation and Fundraising Advisory: Assisting companies in identifying and securing capital (debt or equity financing) from investors, lenders, or other funding sources. This may involve preparing investment materials, providing strategy consulting, and introducing Clients to potential investors or financiers.
Financing Advisory Services: Guiding companies through complex financial transactions such as Initial Public Offerings (IPOs), private placements, syndications, mergers and acquisitions, and other corporate finance deals. We orchestrate and manage processes including due diligence, valuation analysis, deal structuring, and coordination with legal and financial professionals.
Strategic and Corporate Advisory: Providing expert advisory services on business strategy, corporate structuring (including the creation of holding or “perpetual” corporate entities), regulatory preparedness, and market positioning. We may also offer educational resources and consulting (for example, through platforms like IPOcascade.com and related initiatives) to help Clients understand the IPO process and other financial strategies.
The above description of services is general and for reference. The specific scope of services we provide to you may be determined by the particular product, program, or agreement you enroll in. All services are subject to applicable laws and regulations. We do not guarantee that any financing or transaction will be successfully completed, as outcomes depend on market conditions and third-party decisions outside our control. We reserve the right to modify or discontinue any service or feature on our Platforms at any time, with or without notice, without incurring any liability, except that we will fulfill our obligations under any ongoing specific agreements or engagements you have entered into with us.
3. Eligibility
Our services and Platforms are intended for use by Clients who can form legally binding contracts under applicable law. By using our services, you represent and warrant that you meet all of the following eligibility criteria:
Legal Age and Capacity: If you are an individual, you are at least 18 years old (or the age of majority in your jurisdiction) and are legally capable of entering into contracts. If you are accessing the Platforms from a jurisdiction that imposes additional age restrictions for certain content or services, you represent that you meet such requirements. We do not knowingly provide services to minors without parental consent, and individuals under 18 should not use our services without involvement of a parent or legal guardian.
Authorized Representatives: If you are using our services on behalf of a company, partnership, trust, fund, or other organization, you are a duly authorized representative of that entity with the full legal authority to bind the entity to these Terms. You also affirm that the entity is validly existing and in good standing under the laws of its jurisdiction of formation and is legally permitted to use our services.
Compliance with Laws: You are not a person or entity who is barred from using our services under the laws of the United States or other applicable jurisdictions. This means, for example, that you are not located in, under the control of, or a national or resident of any country subject to U.S. embargo or sanctions, and you are not on any U.S. government list of prohibited or restricted parties (such as the Specially Designated Nationals list). You further represent that your use of our Platforms does not violate any applicable law or regulation applicable to you (including securities laws, anti-money laundering laws, or other financial regulations). If you access the Platforms from outside the United States, you do so at your own risk and are responsible for compliance with any local laws.
Additional Eligibility for Certain Services: Certain of our services (for instance, investment opportunities or specific financing programs) may be available only to Clients who meet additional eligibility criteria, such as “accredited investors” or “qualified purchasers” as defined under U.S. securities laws, or other qualifications under applicable regulations. By attempting to access or use any such service, you represent that you meet the requisite criteria (e.g., income/net worth thresholds for accredited investors, or professional investor status as required). We reserve the right to request evidence or certification of your eligibility status and to deny access to particular services if such criteria are not met.
If at any time we discover that you have made a false representation regarding your eligibility or otherwise provided false or misleading information, we may suspend or terminate your account and/or access to the services immediately (see Termination below), in addition to any other legal remedies available. It is your responsibility to ensure that you continually meet the eligibility requirements and to notify us if you no longer do so.
4. Account Registration and Client Obligations
To access certain services or features on our Platforms, you may be required to register for an account. When registering and thereafter, you agree to fulfill the following obligations:
Provide Accurate Information: You agree to provide true, accurate, current, and complete information about yourself (and, if applicable, your organization) as prompted by our registration forms or during service engagement. This includes, but is not limited to, your legal name or business name, contact information (such as address, email, phone number), and any documentation required for identity verification or compliance purposes. You also agree to promptly update any information that becomes outdated or inaccurate. We rely on this information to provide services and communicate with you; we are not responsible for any communication failures or other issues arising from your failure to keep your information current.
Account Security: You are responsible for maintaining the confidentiality of your account login credentials, including any username, password, or two-factor authentication tokens. You must not share your account or password with any unauthorized person. You agree to notify us immediately at the contact information provided in the Notices section below if you suspect or become aware of any unauthorized access to or use of your account or any breach of security. You are responsible for all activities that occur under your account, whether or not authorized by you. We will not be liable for any loss or damage arising from unauthorized use of your credentials (although we will use reasonable efforts to assist in mitigating any damage).
Acceptable Use and Conduct: You agree to use our Platforms and services only for lawful purposes and in accordance with these Terms and any applicable program terms. You must not:
Use the Platforms or services in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any securities laws or regulations, anti-fraud provisions, anti-spam laws, or export control laws).
Misrepresent your identity or affiliation, impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity in connection with your use of the Platforms or our services. If you are required to complete a profile or provide information, you will only provide truthful and accurate information about your own business or personal identity.
Engage in any activity that constitutes unauthorized or prohibited use of the Platforms, including (but not limited to) attempting to gain unauthorized access to the Platforms, accounts of other users, or our computer systems or networks through hacking, password mining, or any other means; or attempting to interfere with the proper working of the Platforms or any service (such as by introducing viruses, trojan horses, worms, logic bombs or other material that is malicious or technologically harmful).
Use any automated means (such as robots, spiders, scrapers, or scripts) to access the Platforms for any purpose, including monitoring or copying any material on the Platforms, without our express prior written permission. You also agree not to “frame,” “mirror,” or otherwise incorporate any portion of the Platforms into any other website or service without our prior written authorization.
Use the Platforms or services to post, upload, transmit, or otherwise make available any content that is unlawful, infringing, defamatory, obscene, libelous, threatening, harassing, or otherwise objectionable; or to transmit any material that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party.
Reverse engineer, decompile, or disassemble any portion of the Platforms, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any content, area, or code of the Platforms.
Resell, license, rent, or commercially use our services or content (as defined in Intellectual Property below) without our express permission, or use the Platforms to advertise or solicit any commercial activity for yourself or others that is not expressly authorized by us.
Account Use: You must use your account and our services only for legitimate and bona fide purposes. If you are an entrepreneur or business seeking funding or advisory, you agree to use the services only for your internal business purposes. If you are an investor or institutional user (where applicable), you agree to use any information obtained through our Platforms solely for evaluating investment opportunities and not for other purposes. You also agree not to interfere with or disrupt the use and enjoyment of the Platforms by other users (for example, you should not harass or intimidate others, send spam or unsolicited communications, or collect others’ personal information without authority).
Compliance and Cooperation: You agree to comply with all procedures and requirements we may establish regarding the use of our Platforms. This may include compliance with know-your-customer (KYC) and anti-money laundering (AML) protocols, such as providing identification documents or other information we request to verify your identity, source of funds, or eligibility for certain transactions. You agree to provide such information promptly upon request and acknowledge that we may suspend or limit your access to services if you do not comply or if we have concerns about fraudulent or unlawful activity. You also agree to cooperate in good faith with any inquiry by a regulatory authority or any audit or investigation by us regarding your use of our services.
We reserve the right to suspend or terminate your account and/or your access to the Platforms at any time for any violation of the above obligations or any other provision of these Terms (see Termination section for details). You are responsible for any breach of these Terms by you or by any person using your account or credentials, and for any consequences (including legal liabilities or financial losses) that may directly or indirectly result from such breach.
5. Confidentiality
Both Wall Street LLC and the Client acknowledge that during the course of the relationship, either party may receive or have access to information that is non-public, confidential, or proprietary in nature (“Confidential Information”) of the other party. Confidential Information may include, without limitation: business plans, financial projections, lists of investors or contacts, trade secrets, technical data, client lists, pricing information, contracts, transaction terms, or any materials marked or otherwise identified as confidential. The following are the key obligations regarding confidentiality:
Duty to Protect Confidential Information: Each party agrees to use the same degree of care (but not less than a reasonable standard of care) to protect the other party’s Confidential Information as it uses to protect its own confidential information of a similar nature. The recipient of Confidential Information shall not disclose it to any third party except as permitted by these Terms or with the prior written consent of the disclosing party. Confidential Information shall be used solely for the purposes of providing or receiving services under these Terms and not for any other purpose.
Permitted Disclosures: Notwithstanding the above, Wall Street LLC may disclose Client’s Confidential Information to its affiliates, employees, officers, agents, subcontractors, consultants, or professional advisors (such as attorneys and accountants) who need to know such information for the purpose of providing services to the Client, provided that such persons are bound by confidentiality obligations at least as restrictive as those in these Terms. Similarly, the Client may disclose the Company’s Confidential Information to its officers, employees, or professional advisors with a need to know for the purpose of receiving the services, under comparable obligations of confidentiality. In the context of certain transactions, we may also require you to enter into a separate Non-Disclosure Agreement (NDA) or require that potential investors or third parties sign confidentiality agreements before receiving your Confidential Information; however, our obligation to do so shall be governed by standard industry practices and any specific agreements with you.
Exceptions: The confidentiality obligations in this section do not apply to information that the recipient can demonstrate: (a) is or becomes publicly available through no wrongful act or breach of any obligation by the recipient; (b) was already in the recipient’s possession without obligation of confidentiality prior to receiving it from the disclosing party; (c) is independently developed by the recipient without use of or reference to the disclosing party’s Confidential Information; or (d) is obtained from a third party who is not under an obligation of confidentiality to the disclosing party.
Legal Disclosure: In addition, a recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided that (unless prohibited by law) the recipient gives prompt written notice to the disclosing party to allow the disclosing party an opportunity to seek a protective order or other appropriate remedy to prevent or limit such disclosure. The recipient shall disclose only that portion of Confidential Information legally required and will use reasonable efforts to ensure that the information is accorded confidential treatment.
Return or Destruction: Upon termination of the relationship or upon the disclosing party’s written request, the recipient shall promptly return or destroy (at the disclosing party’s option) all Confidential Information of the disclosing party in its possession, including all copies, except as may be required to be retained by law or as automatically stored in routine backup systems (in which case the recipient will continue to protect it as per these Terms). Any Confidential Information retained for legal or archival purposes shall remain subject to these confidentiality obligations.
No Publicity: Neither party shall use the name, logo, trademarks, or identifying information of the other party in any publicity, marketing materials, press release, or announcement without the prior written consent of the other, except that the Company may include the Client’s name and general fact of the engagement in lists of representative clients (without revealing specific Confidential Information) unless the Client has expressly objected to such use in writing.
No Insider Trading or Misuse: If you receive Confidential Information through our services that is material non-public information (for example, details about a pending corporate transaction or financial results of a company), you acknowledge that misuse of such information (such as trading securities on the basis of it or tipping others) may violate securities laws. You agree not to use Confidential Information for any securities transactions or other purpose that could violate any law.
The obligations in this Confidentiality section are in addition to any confidentiality or non-disclosure agreement between the parties. This section shall survive any termination of these Terms or cessation of services for as long as the information remains confidential.
6. Intellectual Property
All content, features, and functionality on our Platforms and provided as part of our services are the exclusive property of Wall Street LLC or its licensors, and are protected by U.S. and international intellectual property laws. This includes, but is not limited to: the website design, text, graphics, logos, button icons, images, audio clips, video content, data compilations, software (including source and object code), articles, posts, and any educational or informational materials provided (collectively, the “Content”), as well as the trademarks, service marks, trade names, logos, and branding (“Marks”) used and displayed by the Company.
Your rights to use our Content and Marks are limited to those expressly granted by these Terms:
License to Use the Platforms: We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Platforms and the Content for your personal or internal business use, only for the purposes of utilizing our services as intended and in compliance with these Terms. This license does not allow you to sell, resell, distribute, broadcast, publicly perform, modify, or create derivative works of any Content, except with our prior written consent or as permitted by law (such as brief quotations for commentary under fair use). You must not remove or alter any copyright, trademark, or other proprietary notices from copies of Content. All rights not expressly granted to you are reserved by Wall Street LLC and its licensors.
Restrictions: Except as expressly permitted by the above license or by applicable law, you shall not: copy, reproduce, download, distribute, publish, display, perform, post, transmit, encode, translate, modify, or otherwise exploit any part of the Platforms or Content without our prior written permission. You shall not use any of our Marks (including “Wall Street LLC,” “Swiss Financiers,” “Perpetual Corporation,” “IPO Cascade,” or any logos or slogans) without our prior written consent. This prohibition includes using our Marks metatags or hidden text, or as part of domain names, keywords, or other software code that could cause confusion. You also may not use our Content or Marks in any manner that falsely implies any affiliation with or endorsement by us of you or any third party.
User-Provided Content: In the course of using our services, we understand you may provide us with materials such as business plans, financial statements, presentations, data rooms, or other documents and content relating to your business or personal finances (“User Content”). You remain the owner of your User Content. However, by providing or uploading User Content to our Platforms or otherwise sharing it with us in connection with the services, you grant Wall Street LLC a non-exclusive, worldwide, royalty-free license to use, reproduce, store, adapt, modify, and display your User Content solely as necessary to provide services to you (for example, to share your pitch deck with a potential investor as part of a fundraising service, or to internally evaluate your business information for an advisory engagement). We will handle User Content that is personal data in accordance with our Privacy Policy (see Privacy section) and will treat sensitive business information you provide as Confidential Information (see Confidentiality section). You represent and warrant that you have all necessary rights and authority to provide the User Content to us and to grant the foregoing license, and that our use of the User Content in providing services will not infringe or violate any intellectual property rights, privacy rights, or other rights of any third party.
Feedback: If you choose to provide us with suggestions, ideas, feedback, or recommendations regarding our services or Platforms (“Feedback”), you hereby grant us a perpetual, irrevocable, worldwide, sublicensable license to use and incorporate such Feedback in our products and services without compensation to you. Feedback is entirely voluntary and will not be treated as your Confidential Information; please do not provide feedback if you expect it to be confidential or to be compensated for it.
Third-Party Intellectual Property: We respect the intellectual property rights of others and require our users to do the same. You should not upload or provide any content to us that you do not have the right to use. If you believe any content on our Platforms infringes your copyright or other intellectual property rights, please notify us via the contact information in Notices or by any copyright infringement notice mechanism provided on our site (such as a DMCA notice procedure). We reserve the right to remove any content alleged to be infringing and to terminate repeat infringers’ accounts in appropriate circumstances.
Reservation of Rights: Nothing in these Terms transfers any intellectual property rights to you except the limited license to use our services and Content as described. The Wall Street LLC name and all related names, logos, product and service names are our trademarks or those of our affiliates or licensors. You agree not to use these marks without our prior written permission. All goodwill generated from use of our Marks inures to our benefit.
7. Privacy
Your privacy is important to us. Our collection, use, storage, and disclosure of personal information about individuals (whether you are a client, a representative of a client entity, or a visitor to our Platforms) is governed by our Privacy Policy, which is hereby incorporated into these Terms by reference. You can find our Privacy Policy on our website (typically accessible through the “Privacy Policy” link in the footer of our site). We strongly encourage you to read the Privacy Policy to understand how we collect and safeguard your information.
Key points include:
Consent to Data Processing: By using our Platforms or services and providing personal information, you consent to the collection and use of information as outlined in the Privacy Policy. This may include the transfer of your personal data to jurisdictions where we or our service providers operate (including the United States), which may have data protection laws that differ from those in your country. We will take reasonable measures to protect personal data in accordance with applicable law.
Types of Data Collected: We typically collect information that you provide to us (such as information in your account profile or forms, identification documents, financial information you share during a transaction, etc.), information collected automatically (such as via cookies or similar tracking technologies when you use our website), and information from third-party sources as needed for business or compliance (such as background checks for AML/KYC purposes, credit checks, or references).
Use of Data: We use personal information for purposes including providing and improving services, verifying identity and eligibility, facilitating transactions (for example, sharing necessary details with prospective investors or issuers), communicating with you about your account or our services, marketing (in accordance with your preferences and applicable law), and complying with legal obligations (such as record-keeping, responding to lawful requests by authorities, and enforcing our rights).
Protection of Data: We implement reasonable administrative, technical, and physical safeguards to protect personal information from unauthorized access, use, alteration, or destruction. However, no method of transmission over the internet or electronic storage is completely secure, so we cannot guarantee absolute security. You are also responsible for maintaining the confidentiality of your account credentials as noted in Account Registration and Obligations.
Third-Party Services: Our Platforms may integrate with or link to third-party services (such as payment processors, identity verification services, or analytics providers). These third parties may collect information about you independently, and have their own terms and privacy policies. We are not responsible for the practices of third-party sites or services. Please review any third-party privacy policies when you visit their sites or use their services.
Rights and Choices: Depending on your jurisdiction, you may have certain legal rights over your personal data, such as rights to access, correct, delete, or port your information, or to opt-out of certain processing. Our Privacy Policy details how you can exercise those rights if applicable (for instance, under the GDPR if you are in the EU, or under the CCPA if you are a California resident). We will honor valid requests in accordance with applicable law.
Communications: We may send you communications about our services. If you have provided an email address, you consent to receive service-related emails (e.g., verification, transaction updates, security alerts). We may also send you promotional emails if you have agreed or if permitted by law, but you can opt-out of marketing communications at any time by using the unsubscribe link or contacting us. Even if you opt out of marketing, you will still receive important account and transaction communications.
Data Retention: We will retain your personal data for as long as reasonably necessary to fulfill the purposes for which it was collected, including any legal, accounting, or reporting requirements. If you close your account or withdraw from using our services, we may continue to retain and use your data as necessary to comply with legal obligations, resolve disputes, enforce agreements, or for legitimate business purposes (consistent with the Privacy Policy).
By using our services, you acknowledge that you have read and understood our Privacy Policy. In the event of any inconsistency between these Terms and the Privacy Policy regarding privacy matters, the Privacy Policy will prevail to the extent it provides more specific information or requirements. If you have questions about our data practices, please contact us as described in the Privacy Policy or Notices section.
8. Risk Disclosures
Financial Risk: You understand and acknowledge that all investments, capital raising efforts, and financial transactions facilitated or advised by Wall Street LLC involve significant risk. The value of securities and businesses can be volatile, and participants may lose some or all of any invested capital. Past performance of any investment, company, or financial market is not indicative of future results. Any projections, forecasts, or expectations provided by us (or by any third party through our Platform) are speculative and subject to market and other conditions; actual results may vary materially. There is no guarantee that you will be able to obtain financing, achieve a successful investment, or meet your financial objectives by using our services. Entrepreneurs and companies seeking funding may not ultimately receive the desired capital, and investors or lenders may not receive returns or repayment as anticipated.
No Offer or Advice: Nothing on our Platforms or through our services constitutes an offer, recommendation, or solicitation to buy or sell any securities or to engage in any investment or financing transaction. Any information provided is for general informational purposes and is not personalized investment advice, legal advice, tax advice, or any other professional advice to you. Wall Street LLC is not acting as an investment advisor or broker/dealer to investors through the general operation of its Platforms, except to the extent separately agreed in writing or as required by law in specific transactions. You should consult your own financial advisors, legal counsel, and tax advisors before making any investment or financing decision, and base such decisions on your own objectives, experience, and risk tolerance.
Due Diligence: You are responsible for conducting your own due diligence and investigation into any potential transaction or opportunity in which you participate via our services. While Wall Street LLC may assist in providing information or facilitating connections between parties (for example, sharing business summaries with potential investors, or introducing companies to funding sources), we do not independently audit or verify all information provided by clients or third parties. We do not guarantee the truth, accuracy, or completeness of information provided by or about other clients (including companies seeking funding or prospective investors). Any representations or information concerning a client’s business, financial condition, or prospects are ultimately the responsibility of that client, not Wall Street LLC. Investors and financing partners should verify information independently and not rely solely on materials provided through our Platforms.
Regulatory Considerations: Certain financing transactions (such as the sale of securities, or public offerings) are highly regulated. Our involvement in any such transactions is intended to be in compliance with applicable laws and regulations. Nonetheless, you should be aware that regulatory regimes (e.g., securities laws, stock exchange rules, crowdfunding regulations) impose restrictions and requirements on participants. Non-compliance with regulatory requirements could result in transactions being voided, civil or criminal penalties, or other adverse consequences. We strive to operate in conformity with the law, and we may require you to agree to additional terms or undergo certain checks for regulatory reasons. Ultimately, compliance with laws is your responsibility as well. For example, companies raising capital must ensure they qualify for an exemption from securities registration or follow registration requirements; investors must meet eligibility criteria for certain offerings; and all parties must adhere to anti-fraud and disclosure rules. We strongly recommend retaining qualified legal counsel to advise you in any significant financing or investment transaction.
Market Conditions: External events beyond anyone’s control (such as economic downturns, changes in capital markets, interest rate fluctuations, geopolitical events, or natural disasters) can dramatically affect the availability of financing and the success of investments. Neither Wall Street LLC nor any of its officers, employees, or affiliates shall be responsible for any losses resulting from market conditions or acts of third parties. All funding processes and investment transactions carry the risk of failure due to factors such as lack of investor interest, changes in investor sentiment, credit market tightening, or the inability to meet closing conditions.
Technology and Platform Risks: Use of our online Platforms involves certain inherent risks as well. For instance, there may be system downtime, cyberattacks, or data breaches that could affect transactions or expose sensitive information (though we take security measures as described in Privacy above). You agree that you understand these risks and will not hold us liable for breaches or technical failures beyond our reasonable control. You should also maintain backup copies of any information or documents you upload to the Platforms and not rely on us as the sole repository of important data.
By proceeding to use our services, you acknowledge that you have read and understood the above risk disclosures. If you are unwilling or unable to accept these risks, you should not participate in the financing, investment, or advisory activities offered through Wall Street LLC’s services. We may require, in certain cases, that you further acknowledge specific risks in writing (for example, via a risk disclosure statement or “Investor Acknowledgment” for private placements or high-risk investments).
9. Warranties and Disclaimers
No Implied Warranties: To the fullest extent permitted by law, Wall Street LLC provides the Platforms, services, and all information and Content “as is” and “as available”, without any warranty of any kind. We hereby disclaim all warranties, express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and quiet enjoyment. We do not guarantee that the Platforms or any services will meet your requirements or expectations, or that the results obtained from use of the services will be accurate, reliable, or suitable for your purposes. We make no warranty that our services will be uninterrupted, timely, secure, or error-free, or that any defects will be corrected. Any reliance you place on information or services obtained from us is strictly at your own risk.
Information Disclaimer: Any and all content provided by Wall Street LLC or on our Platforms (including written materials, graphics, data, or oral communications) is for general informational purposes and is not guaranteed to be correct, complete, or up-to-date. We may rely on information from Clients or third parties that we do not independently verify in all cases. While we endeavor to use sources and provide content that we believe to be reliable and accurate, we expressly disclaim any responsibility for errors or omissions in any content. You should not construe any content on our Platforms as professional advice for your specific situation; consult appropriate professionals for advice tailored to you.
No Fiduciary or Advisory Warranty: Except as may be expressly agreed in a separate written contract between you and us (such as a Financing Advisory firm engagement letter or advisory agreement), nothing in these Terms or in your use of our services creates a fiduciary relationship, investment advisory relationship, partnership, or joint venture between Wall Street LLC and you. We are not your agent, and you are not relying on us as a fiduciary or advisor in the traditional sense for the general services covered by these Terms. We provide services on an arm’s-length commercial basis and any duty to act in your best interests (if such duty is part of a specific engagement) will arise only from a definitive agreement where such obligations are explicitly assumed. You remain solely responsible for your decisions and actions, and you acknowledge that any advice or input we provide is one factor for you to consider alongside other advice you receive.
Third-Party Services and Content: Our Platforms may contain links to third-party websites or integrate with third-party services that are not owned or controlled by Wall Street LLC (for example, payment processors, identification services, or external articles and resources). Additionally, other users or third parties may provide content (such as comments, data, or links) that is not reviewed by us. We do not endorse, warrant, or assume responsibility for any third-party websites, services, information, or products that may be mentioned or linked through our Platforms. Accessing any third-party site or service is at your own risk, and you should review the terms and privacy policies of any third-party provider before engaging with them. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, goods, or services available on or through any third-party sites or services.
No Guarantee of Service Availability: We reserve the right to limit, suspend, or terminate the operation of or access to our Platforms or services at any time for maintenance, updates, or for any reason as determined in our discretion. We do not warrant that the Platforms will be available at any particular time or location. Downtime, delays, or errors may occur due to factors beyond our control, such as internet disruptions or hardware failures. While we will use reasonable efforts to maintain continuous service, you acknowledge that temporary interruptions may occur and we shall not be liable for any inconvenience or loss resulting from such interruptions.
Specific Jurisdictional Rights: Some jurisdictions do not allow the exclusion of certain warranties or conditions, so some of the above disclaimers may not fully apply to you. In such jurisdictions, warranties are disclaimed and limited to the fullest extent permitted by law. No advice or information, whether oral or written, obtained from Wall Street LLC or through the Platforms or services, shall create any warranty not expressly made herein.
By accepting these Terms, you affirm that you have not relied on any warranty or representation except those explicitly stated in these Terms. If you are dissatisfied with any aspect of our services or these Terms, your sole and exclusive remedy is to discontinue use of the services (subject to any surviving obligations).
10. Limitation of Liability
To the fullest extent permitted by applicable law, in no event shall Wall Street LLC or its affiliates, or any of their respective officers, directors, partners, members, employees, contractors, or agents (collectively, the “Wall Street Parties”), be liable to you or any third party for any indirect, consequential, exemplary, incidental, special, or punitive damages of any kind, under any legal theory (including but not limited to contract, tort, negligence, strict liability, or otherwise), arising out of or in connection with your use of (or inability to use) the Platforms or our services, even if we have been advised of the possibility of such damages. The types of excluded damages include, but are not limited to, lost profits, lost revenues, loss of business or anticipated savings, loss of or damage to data, loss of goodwill or reputation, trading losses, or the cost of obtaining substitute services.
In addition, and without limiting the foregoing, the Wall Street Parties shall not be liable for any damages or losses resulting from: (a) your use of, or reliance on, any information provided on the Platforms or through the services; (b) any unauthorized access to or use of our servers and/or any personal or financial information stored therein; (c) any interruption or cessation of transmission to or from the Platforms; (d) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Platforms by any third party; (e) any errors or omissions in any content or data, or for any loss or damage incurred as a result of the use of any content posted, emailed, or otherwise made available via the Platforms; or (f) the defamatory, offensive, or illegal conduct of any third party.
Cap on Liability: To the extent that any liability of the Wall Street Parties is not legally disclaimable or otherwise, then the maximum aggregate liability of the Wall Street Parties to you for all claims arising out of or relating to these Terms or your use of the services and Platforms shall not exceed the total amounts paid by you to Wall Street LLC for the specific service or transaction in question in the twelve (12) months immediately preceding the event giving rise to the claim. If your claim does not relate to a specific service for which fees were paid, but rather to the use of the free aspects of our Platforms, then Wall Street LLC’s total liability for all claims shall not exceed one hundred U.S. dollars (US $100).
Exceptions: Nothing in this section is intended to exclude or limit any liability that cannot be excluded or limited under applicable law. In particular, if you are a consumer using our services for personal (non-business) purposes in certain jurisdictions, you may have rights that cannot be waived; in such cases, our liability is limited to the minimum extent required by law. Likewise, we do not seek to limit liability for our own willful misconduct, gross negligence, or fraud, or for personal injury or property damage caused by products we have sold to the extent required by law.
You acknowledge and agree that the limitations of liability and disclaimers in these Terms are fair and reasonable and that they form an essential basis of the bargain between you and Wall Street LLC, enabling us to offer services at reasonable rates. You agree that the limitations and exclusions of liability and disclaimers specified herein will survive even if found to have failed in their essential purpose.
11. Indemnification
You agree to indemnify, defend, and hold harmless Wall Street LLC, its parent, subsidiaries, and affiliates, and their respective officers, directors, managers, partners, employees, contractors, representatives, and agents (the “Indemnified Parties”) from and against any and all claims, demands, actions, proceedings, investigations, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to any of the following:
Your Breach: Your violation of these Terms and Conditions or any policy or agreement incorporated by reference (such as the Privacy Policy), or any breach of your representations, warranties, or obligations under these Terms.
Your Conduct: Your use or misuse of our Platforms or services, including any activities under your account, whether or not authorized by you. This includes, for example, any act or omission by you that: (a) infringes or violates the intellectual property, privacy, or other rights of any other person or entity; (b) violates any law, regulation, court order, or other mandate; or (c) is negligent, fraudulent, or tortious.
Your Content and Data: Any content or information that you provide to us or through our Platforms (including User Content as defined above), and any claim that such content: (a) infringes any intellectual property or other proprietary rights of a third party; (b) misappropriates a trade secret; (c) is defamatory or libelous; or (d) otherwise causes harm or damage to a third party; and any disputes between you and other users or third parties arising from your content or data.
Your Business or Transactions: If you are a company or entrepreneur seeking funding, any claim by an investor, shareholder, creditor, or other third party related to your business, securities, or financial condition (for example, claims that offering materials you provided contained false or misleading statements, or that you failed to comply with applicable securities laws). If you are an investor or institutional client, any claim by an issuer or other party related to any transaction you engage in or decline, or your conduct in connection with any opportunities presented through our services.
Injury or Damage: Any personal injury, death, or property damage to the extent caused by your conduct or arising out of your interactions with other users of our services (for instance, during any in-person meetings, site visits, or other offline engagements facilitated by our Platforms).
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If we do so, you agree to cooperate with our defense of that claim and you shall not settle any such claim without our prior written consent (which shall not be unreasonably withheld). Your indemnification obligations shall survive any termination or expiration of your relationship with Wall Street LLC and these Terms.
This indemnity is intended to allocate responsibility between the parties (you and the Company). You acknowledge that the Indemnified Parties are third-party beneficiaries of this provision, entitled to enforce it in their own right. If you are a resident of a jurisdiction that does not permit indemnification for that jurisdiction’s own negligence or other strict limitations, the indemnity above shall apply to the fullest extent permitted by applicable law.
12. Payment Terms
The following terms apply to any fees, charges, or other payments you may be required to make in connection with our services:
Fees for Services: Wall Street LLC offers some services free of charge (such as browsing portions of our website content), while other services are provided for a fee. Fee-based services might include, for example, advisory engagement fees, success fees or commissions for capital raised, subscription or membership fees for access to premium content or networks, transaction platform fees, or other consulting fees. The specific fees and payment structures for the service you use will either be displayed on our Platforms (for standardized offerings) or set forth in a separate agreement or engagement letter between you and Wall Street LLC. You agree to pay all fees and charges incurred in connection with services you have requested or agreed to, in accordance with the terms of such fees (including rate, billing frequency, and payment schedule).
Quotes and Invoices: If we provide a quote or estimate for any service, it is based on the information available at the time and is subject to change if the scope of services changes or if underlying assumptions are incorrect. We will endeavour to inform you of any adjustments to pricing in advance. For services that are billed via invoice, payment is due within the timeframe stated on the invoice (commonly, net 15 or 30 days) from the invoice date, unless otherwise specified.
Payment Method: Payments must be made in U.S. Dollars (USD), unless another currency is expressly agreed. We may accept various payment methods depending on the service, such as bank wire transfer, ACH transfer, credit or debit card, or payment via an online payment processor. You authorize us (and our designated payment processors) to charge your selected payment method for all amounts due. If payment is made by card or electronic means, you agree to provide valid, up-to-date payment information and promptly update it if it changes. You represent that you are authorized to use the payment method you provide.
Taxes: Our fees are generally quoted exclusive of any applicable taxes (such as sales tax, use tax, VAT, GST, or other similar taxes or duties). You are responsible for any taxes or government charges imposed on the sale or use of our services, other than taxes based on Wall Street LLC’s income. We will charge tax if and as legally required (for example, we may add sales tax for certain services provided to customers in certain states). Any such taxes will be added to your invoice or charge and are payable by you. If you claim exemption from taxes, you must provide us with a valid tax-exempt certificate or other documentation before the purchase.
Late Payments: If you fail to pay any fees or charges by the due date, we reserve the right to suspend or terminate your access to the relevant service (and other services, at our discretion) and to charge interest on the overdue amount at the rate of 1.5% per month (18% per annum) or the highest rate allowed by law, whichever is lower, from the date the payment was due until the date paid. You will be responsible for any costs of collection we incur, including reasonable attorneys’ fees, if your account is referred to a third party for collection. We may also condition future service on advance payment or other security, and exercise any other remedies under law or equity.
No Refunds (Unless Stated): Fees paid for our services are non-refundable except as expressly stated in a refund policy or guarantee for a specific service, or as required by applicable law. For example, if you pay a subscription fee and decide to cancel before the end of the term, that fee may not be refunded (unless a money-back guarantee was offered under certain conditions). If a transaction fails to close or an outcome is not achieved, any fees already earned (such as a retainer or fixed advisory fee) remain due and payable; success fees contingent on closing would not be due if the contingency does not occur. We will clearly communicate the nature of any contingent or earned-upon-completion fees in our agreements with you.
Disputed Charges: If you believe we have billed you in error, you must contact us in writing at the billing contact provided (or via the Notices contact information) within 30 days of the invoice or charge date to dispute the charge. We will investigate the issue and, if the charge was in error, will credit or refund the amount as appropriate. Failure to timely dispute a charge in this manner will be deemed acceptance of the accuracy of the charge. Partial disputes do not relieve you of the obligation to pay the undisputed portions of the invoice by the due date.
Changes to Fees: We reserve the right to change our fees or introduce new fees for any of our services with advance notice to you. For recurring or subscription services, fee changes will typically apply only at the start of the next billing period. We will notify you through the Platform, by email, or via an updated agreement or schedule of fees. If you do not agree to a fee change, you may terminate the service before the new fee takes effect (if applicable) by providing the required notice of termination; otherwise, your continued use of the service constitutes agreement to the new pricing.
Third-Party Costs: In some cases, additional third-party costs (such as regulatory filing fees, exchange listing fees, legal or accounting fees, escrow fees, etc.) may be necessary to complete a transaction or service. Responsibility for such costs will be outlined in the relevant service agreement. Generally, the Client is responsible for third-party costs related to their transaction or service, unless explicitly agreed that Wall Street LLC will bear or advance those costs. We will make commercially reasonable efforts to communicate known required third-party fees to you in advance.
By using our services and incurring fees, you agree to the above payment terms. If you have any questions about charges or fees, please contact us for clarification prior to engaging the service.
13. Termination
Termination by the Company: Wall Street LLC may, in its sole discretion, suspend or terminate your account or your access to all or part of our Platforms or services at any time, with or without cause, and with or without prior notice. Some situations where we might suspend or terminate your use include, without limitation: (a) if you violate or breach any provision of these Terms or any other agreement with us; (b) if we have reason to suspect that you have provided us with false or misleading information, or engaged in fraudulent or illegal activity; (c) if you are abusing our services, causing harm or risk to us or others, or if your continued use is no longer commercially viable or legal for us; or (d) if we decide to discontinue the service or Platform entirely. We also reserve the right to deactivate and remove any accounts that have been inactive for an extended period or that were registered but not properly confirmed.
Termination by You: You have the right to terminate your use of our services at any time. If you have an account, you may request to close your account by contacting us through the contact information in Notices or through any account settings provided on the Platform. If you are using services subject to a subscription or term commitment, you must provide any required advance notice of termination as specified in the specific service agreement or offer (for example, if a subscription auto-renews monthly, you should cancel before the next renewal date to avoid being charged for the next period). If you simply cease using the Platforms, these Terms will continue to apply to any past usage and anything that arises from it.
Effect of Termination: Upon termination (whether by you or by us), you must immediately stop using the Platforms and any services. You will no longer be authorized to access your account or the services. We may, in our discretion, keep a backup of your account and related data for a period of time in case of any disputes, or as required by law, but you should not expect that your information will be retained indefinitely unless required. No termination shall relieve you of any obligation to pay fees accrued or payable to Wall Street LLC prior to the effective date of termination. If your account is terminated due to your breach, you will not be entitled to any refunds of fees paid, and you remain liable for any outstanding obligations to the Company as of the termination date.
Survival of Terms: The termination of your account or these Terms will not affect any provisions of these Terms which by their nature are intended to survive termination. This includes, without limitation, the provisions relating to Confidentiality (Section 5), Intellectual Property (Section 6), Privacy (Section 7), Risk Disclosures (Section 8), Warranties and Disclaimers (Section 9), Limitation of Liability (Section 10), Indemnification (Section 11), any accrued payment obligations and Payment Terms (Section 12), Dispute Resolution (Section 14), Governing Law (Section 15), Notices (Section 17), and the Miscellaneous provisions such as Severability, Waiver, Assignment, and Entire Agreement (Sections 18–21). These provisions shall remain in full force and effect despite termination.
Data and Transition: After termination, we reserve the right to permanently delete your account data and content stored on our Platforms, in the ordinary course of operations, without liability to you. We are not obligated to provide you with a copy of your data after termination unless required by law or as agreed in writing. It is your responsibility to back up or export any data or content that you may need before terminating the services or closing your account. In certain cases, if you terminate for convenience (not due to our breach), we may, at your request, provide reasonable assistance to transfer any of your provided data back to you, but we may charge a reasonable fee for this extra service.
Temporary Suspension: In lieu of termination, we reserve the right to place a temporary hold or suspension on your account (for example, to investigate suspicious activity or a potential breach). During suspension, you may not have access to your account or services. We will endeavor to resolve investigations in a reasonable time, but we are not responsible for any losses you may incur due to suspension if the underlying cause is found to be due to your breach or external risk factors.
Termination of these Terms or your account shall not limit either party’s legal rights or remedies that may have accrued up to the date of termination. If we terminate your access due to a breach on your part, we reserve all rights to pursue any legal action we deem appropriate in relation to such breach.
14. Dispute Resolution
We value our relationship with our clients and aim to resolve any disagreements in a fair and efficient manner. To that end, please read the following dispute resolution provisions carefully:
14.1 Initial Resolution Efforts: In the event of any dispute, claim, or controversy between you and Wall Street LLC arising out of or relating to these Terms, the Platforms, or the services provided (a “Dispute”), the parties agree to first attempt to resolve the issue informally. You agree to contact us at the address or email provided in Notices and provide a brief written description of the Dispute and your contact information (including your account name, if applicable). We will undertake good faith efforts to respond to and resolve the Dispute, including escalation to our management if necessary. Both you and we shall use good faith efforts to negotiate and resolve any Dispute within 30 days from the date the other party is first notified of the Dispute.
14.2 Arbitration Agreement: If we are unable to resolve the Dispute through informal negotiation within 30 days, you and Wall Street LLC agree that all such Disputes shall be resolved through binding arbitration on an individual basis, except as explicitly provided below. This means that you and Wall Street LLC are waiving the right to a trial by jury or to participate in a class action for such disputes.
Scope: This arbitration agreement is intended to be broadly interpreted and includes, for example, disputes arising out of or relating to the interpretation or application of this arbitration clause, the validity or enforceability of these Terms, your relationship with Wall Street LLC, or use of the Platforms or services. It includes claims based in contract, tort, statute, fraud, misrepresentation, or any other legal theory.
Arbitration Rules: The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and, if you are an individual using the services primarily for personal or household use, the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this agreement. The AAA Rules and filing forms are available at www.adr.org or by calling the AAA. If AAA is unavailable or unwilling to administer, the parties may agree on another reputable arbitration provider or the court may appoint one.
Arbitration Procedure: A single arbitrator shall be appointed. The arbitration shall be conducted in English. For Clients based in the United States, the arbitration hearing (if any) will take place in New York, New York, unless you and we agree to a different location or to a telephonic or “documents-only” arbitration. If your claim is for $25,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity, except that the arbitrator may not award punitive or exemplary damages, or any damages waived or limited by these Terms, unless the law requires it. Any award of the arbitrator may be entered as a judgment in any court of competent jurisdiction.
Arbitration Costs: Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. We will reimburse your arbitration filing fees for claims of up to $5,000 unless the arbitrator determines your claims are frivolous. Each party will bear its own attorneys’ fees and costs unless the arbitrator awards attorneys’ fees to the prevailing party under applicable law or agreement.
Individual Actions Only: You and Wall Street LLC agree that any arbitration shall be conducted only in your and our individual capacities and not as a class action or other representative action. You expressly waive your right to file a class action or seek relief on a class basis. The arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis. If for any reason a claim proceeds in court rather than arbitration, you and the Company each waive any right to a jury trial and agree that such claim shall be brought only in an individual capacity and not as a class or representative action. (This class action waiver is an essential part of this arbitration agreement. If it is found to be unenforceable, then the entire arbitration agreement shall be null and void for that dispute.)
Exceptions: Notwithstanding the foregoing arbitration agreement, both parties retain the right to seek relief in small claims court for disputes or claims within that court’s jurisdiction, as long as the matter remains in that court and advances only on an individual (non-class) basis. Additionally, either party may seek injunctive or equitable relief in a court of competent jurisdiction for the limited purpose of addressing an actual or threatened misuse of confidential or intellectual property rights (for example, infringement of intellectual property, unauthorized access, or a breach of confidentiality) since in such instances monetary damages would not be an adequate remedy. Seeking any such provisional remedies shall not be deemed a waiver of the right to arbitrate on all other issues or claims.
Opt-Out Right: If you do not wish to be bound by this arbitration provision (including the class action waiver), you must notify us in writing within 30 days of first accepting these Terms (unless a longer period is required by law). Your written notice must be mailed to our Notice address (see Notices section) or emailed to our designated arbitration opt-out email (if provided), with the subject line “Arbitration Opt-Out.” Your notice must include your name, address, the email or account you used to register with us (if applicable), and a clear statement that you wish to opt out of the arbitration agreement. If you opt out, your opt-out will only apply to this arbitration agreement and not any earlier arbitration agreements between us. Opting out will have no adverse effect on your relationship with us or the delivery of services to you. If you do not opt out, and the 30 days passes, you and the Company shall be bound by the arbitration agreement and class action waiver as described above.
14.3 Time Limitation: To the extent permitted by law, any Dispute must be filed within one (1) year after the date on which the claim first could be filed or the cause of action accrues. If a claim or cause of action is not filed within this one-year period, it is permanently barred. This time limitation applies to all grounds for claims, whether statutory or common law. (This provision does not apply to certain claims of California residents or others where prohibited by law.)
14.4 Confidentiality of Proceedings: All aspects of any arbitration proceeding, including the existence of the arbitration, any non-public information provided during the arbitration, and any rulings or award by the arbitrator, shall be kept strictly confidential by the parties, except as may be required in judicial proceedings to enforce, correct, or vacate an award, or as required by law or regulatory obligation. This does not prevent either party from sharing the settlement terms or award with their legal or financial advisors or tax preparers, who shall be bound to keep such information confidential.
14.5 Venue for Non-Arbitrable Actions: In the event that the arbitration agreement is found not to apply to you or to a particular dispute (except for class claims, which, if found unenforceable, would mean the arbitration clause is void), or if any litigation between the parties is permitted under these Terms, then any judicial proceedings will be brought in the state or federal courts located in New York County, New York, USA, provided that if you are suing us or we are suing you and the federal courts have subject matter jurisdiction, then federal court in the Southern District of New York (Manhattan) shall be the exclusive forum. Both you and we consent to venue and personal jurisdiction in such courts, and waive any objections or defenses thereto.
This Dispute Resolution section is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and other applicable federal law. If any portion of this section is found invalid or unenforceable, it shall be severed, except as noted regarding the class action waiver, and the remaining portions shall remain in full force and effect.
15. Governing Law and Jurisdiction
These Terms and Conditions, and any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platforms or services (whether in contract, tort, statutory or otherwise), shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without giving effect to any choice-of-law or conflict-of-law provision or rule (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than Delaware.
The choice of Delaware law is made to ensure a uniform interpretation of these Terms, given the company’s status (Wall Street LLC may be a Delaware-organized entity) and Delaware’s established body of corporate and commercial law. However, we recognize that our services may be accessed in many jurisdictions. We do not seek to limit any protections or rights you have under mandatory laws of your state or country of residence that cannot be waived by contract. In the event Delaware law is contrary to such rights, those rights will remain protected under the applicable local law.
Subject to the Dispute Resolution section above (which provides for binding arbitration and certain exceptions), you agree that any permissible court proceeding (after exhausting arbitration or in case arbitration is not enforceable) shall be brought exclusively in the courts of Delaware or the federal courts of the United States located in New York, New York (as specified in Section 14.5). You and the Company both consent to the personal jurisdiction of those courts and waive any objection based on inconvenient forum or other jurisdictional defenses, to the extent not prohibited by applicable law.
You agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in any judicial or administrative proceedings to the same extent as other business documents and records originally generated and maintained in printed form. You further acknowledge that any rights not expressly granted to you in these Terms are reserved by Wall Street LLC.
16. Force Majeure
Wall Street LLC shall not be liable for any failure or delay in performing its obligations under these Terms (or for any disruption or delay in the Platforms or services) if and to the extent such failure or delay is caused by or results from events beyond the Company’s reasonable control. Such events, commonly known as “Force Majeure” events, include, but are not limited to:
Natural disasters (acts of God) such as earthquakes, hurricanes, floods, fires, epidemics or pandemics, or other natural occurrences;
War, acts of terrorism, hostilities, civil disorder, rebellion or revolution, insurrection, riots, or sabotage;
Government orders, laws, regulations, or actions (including government shutdowns, sanctions, changes in law, expropriation or confiscation of facilities, or denial/revocation of permits or licenses);
Strikes, labor disputes, lockouts, or other industrial disturbances (excluding those limited to the Company’s own workforce, which would not typically excuse performance);
Failure or interruption of utilities or telecommunications, internet or hosting outages, power failures, or cyberattacks (including distributed denial of service attacks) that could not be reasonably foreseen or prevented;
Other events of a magnitude or type for which precautions are not generally taken in the industry, or that are otherwise beyond the Company’s reasonable control.
In the event of a Force Majeure occurrence, our obligations under these Terms (with the exception of payment obligations for amounts already owed) will be suspended for the duration of the event. We will use reasonable efforts to mitigate the effects of the Force Majeure and to perform our obligations as soon as practicable. For example, if our data center is affected by a natural disaster, we will attempt to restore services by leveraging backup systems or alternative facilities if available. If a Force Majeure event continues for an extended period (e.g., more than 30 days), either party may have the right to terminate any affected services upon written notice to the other, without liability (except that you will be responsible for payment of any fees for services already provided or costs incurred up to the date of termination).
It is understood that a Force Majeure event does not excuse either party’s obligation to pay money that is due (for instance, your obligation to pay for services already rendered, or our obligation to refund any amounts owed). Rather, it excuses delays or failures in performance of non-monetary obligations.
Wall Street LLC will provide you with prompt notice if a Force Majeure event is impacting our ability to carry out our duties, and we will update you of the expected duration and any developments. Similarly, if a Force Majeure event affects your ability to perform (for instance, you cannot perform a contractual duty to provide information due to a government lockdown), you should promptly notify us so that we can discuss appropriate relief or accommodations.
17. Amendments and Updates
We reserve the right to amend, update, or modify these Terms and Conditions at any time. If we make material changes, we will provide notice to you by posting the revised Terms on our Platforms and updating the “Effective Date” at the top of the Terms, and/or by sending an email to the address associated with your account (if you have provided one) or by other means as required by law. It is your responsibility to review these Terms periodically for any changes.
Consent to Updated Terms: By continuing to use the Platforms or our services after any revised Terms have been posted, you agree to be bound by the updated Terms. If you do not agree with any modification to the Terms, you must stop using the Platforms and services and, if applicable, terminate your account. In the event you have a paid service or ongoing engagement and a change to the Terms materially affects your rights, you may be allowed to terminate the service and receive a pro-rata refund for any unused portion of fees you have pre-paid (if any), as your sole remedy.
Material Changes: What constitutes a “material change” will be determined by Wall Street LLC in good faith and using common sense and reasonable judgment. Material changes might include, for example, changes to dispute resolution provisions (like arbitration), changes to payment obligations, or changes to legal rights or obligations that significantly affect you. Minor changes (such as clarifications, drafting improvements, or changes that do not negatively affect your rights) may be made without special notice beyond posting the new Terms.
Supplemental Terms: In addition to these general Terms, certain services or areas of our Platforms may be subject to supplemental terms and conditions (for example, additional terms for a particular program, special promotional terms, or terms for specific transaction platforms). If supplemental terms apply, we will make them available to you and, to the extent those supplemental terms conflict with these general Terms, the supplemental terms will govern with respect to the specific service or situation to which they apply.
Errors and Inconsistencies: We strive for accuracy in our Terms and policies, but in the event of any obvious error, typo, or inconsistency, we reserve the right to correct it. No waiver is implied from a mistake or delay in enforcing these Terms. If you have any questions or concerns about the Terms or any changes, please contact us (see Notices below) for clarification.
By accepting these Terms, you acknowledge that the Terms (and any policies or documents incorporated by reference) may change over time, and you agree to be bound by any updates or modifications that we implement in accordance with this Amendments and Updates section.
18. Notices
All notices, requests, consents, claims, demands, waivers, and other communications between you and Wall Street LLC (collectively, “Notices”) shall be in writing and shall be delivered by one or more of the following methods:
Notice to You: We may provide Notices to you by posting them on our website (for example, via a banner or notification on your account dashboard), by emailing them to the email address associated with your account or provided by you, or by mailing them to any physical address you have provided. You agree that such electronic or posted notices constitute proper notice to you under these Terms. It is your responsibility to keep your account contact information (especially your email address) current. You will be deemed to have received any email notice when our email system records that the email was successfully sent to your email server (regardless of whether you actually open or read the email). Similarly, you will be deemed to have received notice of changes to these Terms or our policies when we post them on our site. If you have opted out of certain communications, you may still receive notices about legal matters such as changes to terms or this does not excuse you from being bound by the obligations after such notice is given.
Notice to Wall Street LLC: Notices from you to us must be sent by postal mail or courier to our registered business address, or by email to the designated address for legal notices. For your convenience, our current notice contact information is as follows:
Wall Street LLC
Attn: Legal Department (Notices)
30 Wall Street, 8th Floor
New York, NY 10005, USA
Email: legal@wallstreet.llc(Please note: This email address is provided for legal notice purposes and is not for general customer support inquiries. General inquiries should be directed to our customer service contacts provided on the website or your engagement materials.)
Notices delivered personally by hand shall be deemed given immediately (with written confirmation of receipt). Notices sent by overnight courier service (e.g., FedEx, DHL) shall be deemed given on the next business day after they are sent, proof of delivery having been obtained. Notices sent by certified or registered mail (return receipt requested) shall be deemed given 3 business days after mailing. Notices sent by email to the specified legal notice address shall be deemed given on the day of successful transmission (as indicated by the sender’s records) if sent during normal business hours of the recipient, and on the next business day if sent after business hours or on a non-business day, provided that the sender does not receive an error message or bounce-back indicating unsuccessful transmission.
Either party may change its contact information for Notices by giving notice to the other in accordance with this section.
It is agreed that the provisions of this Notices section shall not apply to the service of any proceedings or other documents in any legal action (i.e., this is not necessarily the address for service of process, which should follow applicable civil procedure rules; however, providing notice of a dispute or claim under these Terms is properly done via this section).
19. Severability
If any provision of these Terms and Conditions is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, then such provision shall be eliminated or limited to the minimum extent necessary so that the remainder of the Terms will continue in full force and effect. In such event, the parties shall negotiate in good faith to modify these Terms to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions and expectations contemplated hereby are fulfilled to the greatest extent possible.
Where a provision is deemed invalid or unenforceable, the rest of the Terms shall not be affected and shall remain valid and enforceable. If any invalid or unenforceable provision would be valid, enforceable, and legal if some part of it were modified or deleted, the provision will apply with whatever modification is necessary to make it valid, enforceable, and legal, reflecting the parties’ intentions as closely as possible. For example, if a time period stated is deemed too long to be enforceable, a court may reduce the duration to a permissible length. If a remedy or limitation is deemed invalid, the closest legally valid remedy or limitation intended by the parties should be enforced.
This Severability clause preserves the integrity of the contract as much as possible, ensuring that the invalidity of one part does not void the entire agreement, except where the unenforceable provision is an essential element of the agreement that the parties would not have entered the contract without (in which case, efforts will be made to reform the agreement in a way that preserves its essential bargain).
20. Waiver
No waiver by Wall Street LLC of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of that term or any other term, and the Company’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
For a waiver to be effective, it must be explicitly made in writing by an authorized representative of the party waiving a right, and it must specify the provision or right being waived. For example, if we choose not to enforce a particular breach of these Terms by you, that forbearance shall not prevent us from enforcing the same provision at a later time or from enforcing any other provision. Similarly, no single or partial exercise of any right, power, or privilege precludes any other or further exercise thereof or the exercise of any other right, power, or privilege.
The rights and remedies provided by these Terms are cumulative and not exclusive, i.e., the exercise of one remedy by us (or by you) does not preclude the exercise of others that may be available. Any delay or omission on the part of either party in exercising a right or remedy under these Terms will not impair such right or remedy or be construed as a waiver.
If you believe Wall Street LLC has waived any provision of these Terms, you should ensure it is confirmed in writing – otherwise, reliance on an oral or implied waiver is at your own risk.
21. Assignment
You may not assign or transfer these Terms or any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Wall Street LLC. Any attempted assignment, delegation, or transfer in violation of this provision will be null and void and of no legal effect. We may withhold consent at our sole discretion for any reason or no reason.
Wall Street LLC, on the other hand, reserves the right to assign or transfer these Terms and our rights and obligations without your consent. Such assignment may occur, for example, in the event of a merger, acquisition, sale of all or substantially all assets, or by operation of law. We may also assign these Terms to an affiliate or as part of a corporate reorganization. We will endeavor to notify you (for example, via a notice on our website or an email) in the event of any such assignment that results in a new entity being responsible for performing our obligations under these Terms.
Subject to the above, these Terms will bind and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, and estates (as applicable). If there is a permitted assignment, the terms and conditions of these Terms shall apply to the assignee just as they did to the assignor.
Nothing in this section affects your rights to terminate the agreement if you do not wish to do business with a successor entity (to the extent provided by law or contract). However, generally, if we assign the contract in compliance with this section, the assignment does not give you a right to terminate unless such right is explicitly provided elsewhere.
22. Entire Agreement
These Terms and Conditions, together with our Privacy Policy and any other policies, terms, or agreements expressly incorporated by reference herein, constitute the entire agreement between you and Wall Street LLC with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. In other words, these Terms set forth the full understanding between the parties about your use of the Platforms and our general services, and they replace any earlier discussions or agreements that are not included or referenced in these Terms.
Each party acknowledges that, in entering into these Terms, it has not relied upon any statements, negotiations, promises, or representations that are not explicitly set forth in these Terms or incorporated documents (and neither party shall have any claim or remedy arising out of any such unmentioned statement or representation, except in the case of fraud or intentional misrepresentation).
However, if you and Wall Street LLC have entered (or in the future do enter) into a specific agreement for a particular service or transaction (for example, an advisory engagement letter, a platform participation agreement, a non-disclosure agreement, or any other contract specific to a project), that specific agreement is not replaced by these Terms; rather, both agreements will coexist. In the event of a direct conflict between the specific provisions of a separately executed agreement and these general Terms, the conflicting provisions of the specific agreement will take precedence for the matters addressed in that agreement, while these Terms will still govern other aspects of the relationship not specifically addressed in the separate agreement.
Any additional terms on the Platforms (such as click-through agreements, FAQs, guidelines, or rules applicable to particular features) are incorporated herein by reference and are part of the entire agreement, provided that in the event of a conflict between such additional terms and these Terms, these Terms shall control unless the additional terms explicitly state otherwise.
No Third-Party Beneficiaries: Except as expressly provided in these Terms (for example, Indemnified Parties under the Indemnification section), no other person or entity is intended to be a beneficiary of this agreement. This means that only you and Wall Street LLC (and our permitted assigns) have rights to enforce the terms of this agreement, and no third party shall have any rights or claims under these Terms.
Headings and Interpretation: The section headings and titles in these Terms are for convenience only and have no legal or contractual effect. Words importing the singular include the plural and vice versa. The words “including,” “include” or “for example” shall be read as “including without limitation.” Any ambiguity in these Terms shall not be construed against either party as the drafter.
By using the Platforms or services, you affirm that you have read and understood these Terms and Conditions and agree to be bound by them. If you have any questions, please reach out to us via the contact information in the Notices section. Thank you for taking the time to familiarize yourself with our Terms and for trusting Wall Street LLC with your financing and advisory needs.
