Terms of Service

1. Acceptance and Eligibility

By using Vest, you confirm that you have read, understood, and agree to be bound by these Terms. You also confirm you are at least 18 years old and have the authority to agree on behalf of your organization.

2. The Vest Service

Vest is a software platform designed to help companies and their service providers manage, validate, and report on their equity, including cap table management, equity compensation plans, data extraction, expense calculations, and reporting.

3. Account Registration and Roles

3.1. Account Creation

You must provide accurate and complete information when creating an account. You are responsible for all activities that occur under your account.

3.2. User Roles

The Service allows for different user roles, such as a "Company Admin" and a "Super Company Admin."

3.3. Authority to Add Users

When you invite another person to access a company's data, you represent and warrant that you have the full legal authority to grant that person access.

3.4. Responsibility of Service Providers

If you are a "Super Company Admin" or otherwise use the Service on behalf of a third-party client, you warrant that you have obtained all necessary authority and consent from your client to upload, manage, and process their data within Vest. Vest is not responsible for any disputes between you and your clients.

4. Your Content and Our Rights

4.1. You Own Your Content

You represent and warrant that you own, or have obtained all necessary rights, licenses, and permissions to upload, process, and share any content you submit to the Service ("User Content"). You retain all ownership rights in your User Content.

4.2. Your Responsibility for Your Content

You are solely responsible for your User Content. You represent and warrant that your User Content does not violate any applicable law or infringe any third-party rights.

4.3. Our License to Use Your Content

To operate the Service, you grant us a limited license to use and process your User Content solely for the purpose of providing and improving the Service for you.

4.4. Our Right to Use Anonymized Data

We may anonymize and aggregate your data for the purpose of improving our platform and generating aggregated, non-identifiable industry insights. Any such use will be in a form that does not identify you or any individual. We will not use your data for advertising or marketing purposes.

4.5. Marketing and Logo Usage

You grant us the right to use your company's name and logo in our marketing materials. You may opt out of this at any time through your account settings or by emailing privacy@get-vest.com.

5. Using the Service

5.1. Permitted Use

You may use the Service for its intended purpose of managing, validating, and reporting on your equity, in accordance with these Terms.

5.2. Prohibited Use

You must not:

• Use the Service for any illegal or unauthorized purpose.
• Upload illegal, harmful, defamatory, or infringing content.
• Attempt to reverse-engineer, decompile, or discover the source code of the Service.
• Disrupt or interfere with the integrity or performance of the Service.
• Use any automated tools (like scrapers or bots) to access the Service without our express permission.
• Impersonate any person or entity.

6. Fees, Payment, and Refunds

6.1. Subscription Fees

You agree to pay all applicable fees for your chosen subscription plan.

6.2. Billing

We will bill you in advance on a recurring basis (typically annually).

6.3. Pricing Changes

We may change our pricing with at least thirty (30) days advance written notice. Any price changes will take effect only at the start of your next renewal term and will not apply to fees already paid in advance for a current subscription term.

6.4. Non-Payment

If fees are unpaid for 30 days, we may suspend your account. If unpaid for 90 days, we may terminate your account and delete your User Content.

6.5. No Refunds

All fees are non-refundable, except as required by law.

7. Disclaimers

7.1. Service Provided "As-Is"

The Service is provided "as-is" and "as-available," without any warranties.

7.2. No Professional Advice

Vest is an analytics and validation tool, not a substitute for professional financial, legal, or accounting advice.

7.3. Data Accuracy Disclaimer

You are solely responsible for independently verifying the accuracy of all data and calculations before use.

7.4. Calculation and LLM Disclaimer

You acknowledge that the Service utilizes algorithms and LLMs for data extraction and calculations. These processes are subject to inherent limitations and potential inaccuracies. You are solely responsible for reviewing and validating all outputs before relying on them for any purpose. Human oversight of all AI-generated content is essential.

7.5. No Guarantee of Compliance

The Service performs equity management calculations using industry-standard methodologies, including Black-Scholes option pricing and amortization schedules consistent with recognized accounting frameworks such as ASC 718, IFRS 2, and applicable Israeli regulations. These calculations and reports are designed to assist you and your professional advisors — they do not constitute legal, financial, or tax advice, and they are not a substitute for professional judgment. Responsibility for ensuring compliance with applicable laws and accounting standards rests solely with you and your qualified professional advisors.

8. Limitation of Liability

8.1. Exclusion of Indirect Damages

To the maximum extent permitted by law, Vest and its affiliates, directors, and employees are not liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, use, goodwill, or other intangible losses.

8.2. Liability Cap

In no event shall the aggregate liability of Vest for all claims relating to the Service exceed the total amount of fees paid by you to Vest during the twelve (12) months immediately preceding the event giving rise to the claim. This limitation of liability is a fundamental basis of the bargain between you and Vest and applies regardless of the theory of liability (contract, tort, or otherwise), even if Vest has been advised of the possibility of such damages.

9. Termination

9.1. Termination by You

You can stop using the Service at any time.

9.2. Termination by Vest

We may suspend or terminate your access if you breach these Terms. For material breaches, we will provide you with written notice and fourteen (14) days to cure the breach before termination takes effect. Notwithstanding the foregoing, we may suspend or terminate your access immediately and without a cure period in the following circumstances: (a) unauthorized access to, or misuse of, the Service or another user's account; (b) fraudulent or deceptive activity, including non-payment or payment fraud; or (c) activity that creates an immediate security risk to the Service or other users. We may also terminate your account for any other reason by providing you with at least thirty (30) days prior written notice.

9.3. Effect of Termination

Upon termination, your right to use the Service will cease. You will have ninety (90) days from the termination date to export your User Content in read-only mode, after which we will delete it in accordance with our data retention policies.

10. Changes to Terms

We may modify these Terms at any time. For material changes — including changes affecting your data rights, pricing structure, liability, or termination rights — we will provide at least thirty (30) days advance written notice by email to the address associated with your account. You may terminate your account before the effective date if you do not agree to the changes. Your continued use of the Service after the effective date constitutes your acceptance of the revised Terms. Non-material changes (such as corrections, clarifications, or updates to reflect new features) will be posted on our website and will take effect immediately upon posting.

11. Intellectual Property and Feedback

11.1. Vest IP

We own and retain all rights, title, and interest in and to the Service and its underlying software, technology, and trademarks, exclusive of your User Content.

11.2. Feedback

If you provide us with any feedback or suggestions regarding the Service, you grant us an unlimited, irrevocable, perpetual, royalty-free license to use and incorporate such feedback for any purpose without any obligation or compensation to you.

12. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of Israel. Any disputes arising out of or in connection with these Terms shall be resolved through binding arbitration in accordance with the rules of the Israeli Institute of Commercial Arbitration.

13. Data Processing

Our Data Processing Agreement ("DPA"), which governs how we process personal data on your behalf, is available at get-vest.com/dpa and is incorporated into these Terms by reference. By using the Service, you agree to the terms of the DPA. For data protection inquiries, contact privacy@get-vest.com.

14. General Provisions

These Terms and our Privacy Policy constitute the entire agreement between you and Vest.

15. Contact Information

If you have any questions about these Terms, please contact us at support@get-vest.com.

16. Acknowledgment

By using Vest, you acknowledge that you have read, understood, and agree to these Terms. If you do not agree with these Terms, please do not use our Platform.