Legal Tech Access Agreement
Click-Through Agreement · Required Before Use of the Legal Tech Feature
Fund Launch Labs, Inc., a Delaware C-Corporation · Contact: [email protected] · Effective June 15, 2026
READ THIS CAREFULLY BEFORE USING LEGAL TECH
Fund Launch is NOT a law firm and is NOT a substitute for an attorney or a law firm. Fund Launch does not provide legal advice, legal opinions, legal recommendations, or legal services of any kind.
Use of the Legal Tech feature does not create an attorney-client relationship with Fund Launch or any Fund Launch personnel, and your communications with the Platform are not protected by attorney-client privilege.
This Agreement contains a Disclaimer of Warranties (Section 9), a Limitation of Liability (Section 10), and your agreement to Indemnify Fund Launch (Section 11). Please review those sections carefully.
This Legal Tech Access Agreement (this "Agreement") governs your access to and use of the Legal Tech feature of the Fund Launch AI platform (the "Platform"). It supplements, and is in addition to, the Fund Launch AI Terms of Service (the "Terms") and the Privacy Policy. Capitalized terms used but not defined here have the meanings given in the Terms. By clicking "I Understand and Agree," you represent that you are authorized to bind the entity or person on whose behalf you act, you accept this Agreement, and you may then access the Legal Tech feature. If you do not agree, do not use the Legal Tech feature.
1. Access Grant; Self-Help Tool at Your Direction
Subject to this Agreement and the Terms, Fund Launch grants you access to the Legal Tech feature, a self-help document-assembly tool that uses a combination of pre-built templates, artificial intelligence, and field-by-field user inputs to produce working drafts of documents commonly used in investment fund formation, including (without limitation) private placement memoranda (PPMs), limited partnership agreements (LPAs), subscription agreements, side letters, operating agreements, certificates of formation, and analogous documents (collectively, "Legal Drafts").
You direct what documents are produced. You select the template, you confirm or modify the fields, and you decide whether and how to use the resulting Legal Draft. The acts of selecting and customizing templates and producing Legal Drafts are acts performed by you using Fund Launch's software — they are not acts performed by Fund Launch on your behalf. Fund Launch acts only as a software tool at your direction.
2. What Legal Tech Is Not
(a) Not a law firm. Fund Launch is not a law firm and is not authorized to practice law in any jurisdiction.
(b) Not a substitute for an attorney. Legal Tech is not a substitute for the advice and judgment of a licensed attorney. The choice of which template to use, the selection of legal options within a template, and the determination of whether a Legal Draft is appropriate for your specific transaction are decisions that should be made with the advice of an attorney admitted to practice in the relevant jurisdiction.
(c) Not legal advice. No content provided by the Platform — including any explanatory text, in-flow guidance, suggested defaults, AI-generated content, or output document — constitutes legal advice, an opinion of counsel, or a recommendation about your legal rights, remedies, defenses, options, or strategies.
(d) Not a legal review or audit. Fund Launch does not review your Legal Drafts for legal sufficiency, regulatory compliance, accuracy, or completeness, and makes no determination as to whether a Legal Draft is appropriate for your specific transaction or jurisdiction.
3. No Attorney-Client Relationship; No Privilege; No Fiduciary Duty
3.1 No Attorney-Client Relationship with Fund Launch
Your access to and use of the Legal Tech feature does not create, and shall not be deemed to create, an attorney-client relationship between you and Fund Launch Labs, Inc., or between you and any officer, director, employee, contractor, agent, or artificial-intelligence system of Fund Launch. No Fund Launch personnel act as your attorney.
3.2 No Attorney-Client Privilege
COMMUNICATIONS BETWEEN YOU AND THE PLATFORM, INCLUDING WITH THE AI SYSTEM, ARE NOT PROTECTED BY THE ATTORNEY-CLIENT PRIVILEGE OR THE ATTORNEY WORK-PRODUCT DOCTRINE.
Information you input into the Platform — including prompts, documents you upload, and field values you confirm — may be subject to subpoena, discovery, or other legal process. Your communications with Fund Launch are protected by the Privacy Policy and applicable confidentiality obligations, but they are not legally privileged. Privilege applies only when and to the extent you engage a licensed attorney under a separate engagement letter outside the Platform; communications with that attorney (and not with Fund Launch) are what may be privileged.
3.3 No Fiduciary Relationship
No fiduciary, agency, trust, or analogous relationship is created between Fund Launch and you by your use of the Legal Tech feature. Fund Launch owes no fiduciary duty to you, to any third party named in a Legal Draft, or to any investor in a fund you create using the Platform.
4. Independent Attorney Engagement; Fund Launch-Subsidized Review
4.1 You Must Engage Your Own Attorney
Before you use any Legal Draft for any purpose — including delivering it to investors, filing it with any regulator, posting it publicly, using it in a fundraising solicitation, or relying on it to effectuate any business or legal decision — you must engage a licensed attorney admitted to practice in the relevant jurisdiction to review, revise, customize, and finalize the Legal Draft.
4.2 Your Engagement Is Separate and Independent
Any attorney you engage — whether a Preferred Provider you select from the Platform's list or counsel of your own choosing — is engaged by you under a separate engagement letter between you and that attorney. The attorney-client relationship, and any associated privilege, arises solely between you and that attorney. Fund Launch is not a party to that engagement.
4.3 Fund Launch Pays the Initial Review Fee as a Benefit
As a benefit of the Platform, Fund Launch pays, on your behalf, the flat fee for one (1) initial limited-scope review of your Legal Drafts by a Preferred Provider you select. You remain responsible for all other fees, costs, and additional services beyond that initial limited-scope review, as set out in your separate engagement letter with the attorney. Fund Launch's payment of that fee is a subsidy of your independent engagement of the attorney; it is not a fee paid to Fund Launch, or by you to Fund Launch, for legal services, and Fund Launch does not resell, mark up, or profit from the attorney's services.
4.4 Independence; No Fee Sharing; No Information to Fund Launch
Fund Launch's payment of the review fee gives Fund Launch no control over, and no role in, the attorney's professional judgment or the conduct of your representation, and does not make Fund Launch your attorney or a party to your engagement.
FUND LAUNCH RECEIVES NO FEE, REFERRAL COMMISSION, REVENUE SHARE, OR OTHER COMPENSATION FROM ANY PREFERRED PROVIDER, AND SHARES IN NO LEGAL FEE.
The attorney exercises independent professional judgment and owes professional duties to you, not to Fund Launch. The attorney will not disclose your confidential or privileged information to Fund Launch without your specific, informed, written consent.
4.5 The List Is Informational; The Choice Is Yours
The Preferred Provider list is informational only and is not exclusive; you may engage any attorney of your choosing. Preferred Providers are independent attorneys and law firms and are not employees, agents, partners, joint venturers, or affiliates of Fund Launch. Fund Launch does not supervise, direct, control, or guarantee the work product of any Preferred Provider. Submitting a Legal Draft through the "Submit for Legal Review" workflow does not commit you to engaging any particular attorney; engagement occurs only when you and the attorney enter into a separate engagement letter outside the Platform.
4.6 Limits of the Benefit
The subsidized review is a discretionary benefit limited to one (1) initial limited-scope review per fund. It has no cash value, is non-transferable, may not be redeemed for cash or credit, and may be modified, limited, or discontinued by Fund Launch at any time in its sole discretion.
4.7 No Liability for Attorneys
Fund Launch shall have no liability for any act, omission, advice, work product, or fee arrangement of any attorney, including any Preferred Provider. If you have a dispute with an attorney, your sole recourse is against that attorney directly.
5. Before Using Any Draft; Drafts Marked "DRAFT"
Any use of a Legal Draft prior to attorney review and approval is at your sole risk, and Fund Launch strongly recommends against any production use of a Legal Draft before attorney review. The Platform marks pre-review Legal Drafts as "DRAFT — Pending Counsel Review" on the cover page and in a per-page footer to remind you of this.
6. How Legal Tech Produces Documents
6.1 Template-Based Assembly
Legal Tech does not draft documents from scratch. It assembles documents from templates prepared in advance; the AI fills in fields based on information you provide and confirms each substantive field with you before the document is compiled. Selecting a template, choosing template options, and confirming field values are decisions that affect the legal substance of the resulting Legal Draft, and you are responsible for these decisions.
6.2 Errors, Omissions, and Hallucinations
Legal Drafts may contain errors, omissions, outdated information, or — where AI is used to generate explanatory or narrative content — fabricated citations, made-up statutory references, or hallucinated content. Templates may not reflect the most recent applicable law in any jurisdiction, and field values may be auto-suggested incorrectly. You are responsible for verifying every part of every Legal Draft before any use.
6.3 No Determination of Suitability; No Guarantee of Sufficiency
Fund Launch does not determine whether any particular template, option, or Legal Draft is appropriate for your specific transaction, jurisdiction, investor base, or circumstances, and does not warrant that any Legal Draft is legally sufficient, will achieve any particular legal effect, will be accepted by any regulator, court, or counterparty, or will comply with any applicable law or regulation.
7. Securities and Fund-Specific Risks
Drafting documents for investment funds is highly specialized work. Fund formation documents implicate, among others:
- The Securities Act of 1933 and the rules thereunder (including Regulation D, Regulation A, and Regulation S);
- The Investment Company Act of 1940; the Investment Advisers Act of 1940; the Securities Exchange Act of 1934; and the Commodity Exchange Act;
- State Blue Sky laws of every state in which interests may be offered;
- The Employee Retirement Income Security Act of 1974 (ERISA);
- Anti-money-laundering laws (BSA, USA PATRIOT Act, OFAC sanctions); and
- Tax law (including partnership tax treatment, FATCA, and CRS).
Errors in fund formation documents can result in investor rescission rights under Section 12 of the Securities Act, loss of an applicable securities-registration exemption, civil and criminal liability, personal liability of fund principals, SEC and state enforcement actions, and tax mischaracterization with significant economic consequences.
DO NOT RELY ON A LEGAL TECH OUTPUT FOR ANY ACTUAL SECURITIES OFFERING OR FUND OPERATIONS WITHOUT REVIEW AND APPROVAL BY A LICENSED ATTORNEY EXPERIENCED IN FUND FORMATION AND SECURITIES LAW. If you choose to use any Legal Draft notwithstanding this Agreement, you do so at your own risk and accept full responsibility for any consequence.
8. Your Responsibilities
8.1 Compliance
You are responsible for ensuring that your use of any Legal Draft and your underlying fund formation, management, and capital-raising activities comply with all applicable federal, state, and foreign laws and regulations, including those referenced in Section 7. This responsibility is not delegable to Fund Launch.
8.2 Capital-Raising and General Solicitation
If you use the Platform to draft offering materials, build offering pages, or generate marketing content for a securities offering, you are solely responsible for identifying and complying with the applicable securities-registration exemption (e.g., Rule 506(b), Rule 506(c), Rule 504, Rule 147A, Regulation A+, Regulation CF, or another exemption), including restrictions on general solicitation and accredited-investor verification requirements. The Platform does not verify or enforce exemption compliance.
8.3 Data Privacy
Documents and information you upload to or generate via Legal Tech are processed in accordance with the Privacy Policy. If you upload investor personal data, cap tables, accredited-investor verification documents, or other regulated personal information, you remain the data controller and are responsible for any required investor consents and notices under your governing agreements, Regulation S-P (if applicable), state breach-notification laws, and any other applicable privacy regime.
9. Disclaimer of Warranties
THE LEGAL TECH FEATURE AND ALL LEGAL DRAFTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FUND LAUNCH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, TITLE, AND LEGAL SUFFICIENCY. FUND LAUNCH DOES NOT WARRANT THAT ANY LEGAL DRAFT WILL BE LEGALLY SUFFICIENT, WILL ACHIEVE ANY PARTICULAR LEGAL EFFECT, WILL BE ACCEPTED BY ANY REGULATOR, COURT, OR COUNTERPARTY, OR WILL COMPLY WITH ANY APPLICABLE LAW OR REGULATION.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, FUND LAUNCH AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST INVESTMENT, LOST CAPITAL, REGULATORY FINES OR PENALTIES, RESCISSION LIABILITY, OR LOSS OF AN EXEMPTION, ARISING OUT OF OR RELATING TO THE LEGAL TECH FEATURE OR ANY LEGAL DRAFT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF FUND LAUNCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FUND LAUNCH'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE LEGAL TECH FEATURE OR ANY LEGAL DRAFT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO FUND LAUNCH FOR ACCESS TO THE LEGAL TECH FEATURE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) US$5,000.
Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions the foregoing limitations apply to the fullest extent permitted by law. The limitations in this Section reflect an allocation of risk between you and Fund Launch and are an essential basis of the bargain; they survive any failure of essential purpose of any limited remedy.
11. Indemnification
To the maximum extent permitted by law, you will indemnify, defend, and hold harmless Fund Launch and its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
- (a) your use of, or reliance on, any Legal Draft;
- (b) your fund, your securities offering, or your capital-raising, management, or operational activities;
- (c) any claim by an investor, prospective investor, limited partner, regulator, or counterparty in connection with your fund or offering;
- (d) your violation of any securities, tax, privacy, or other applicable law or regulation; or
- (e) your breach of this Agreement, the Terms, or the Privacy Policy.
This Section survives termination of this Agreement and the cessation of your access to the Legal Tech feature.
12. Relationship to the Terms of Service
This Agreement supplements the Terms and the Privacy Policy and is in addition to them. With respect to the Legal Tech feature, in the event of a direct conflict between this Agreement and the Terms, this Agreement controls as to that feature. In all other respects the Terms remain in full force and effect.
13. State-Specific Notices
The unauthorized practice of law is regulated on a state-by-state basis in the United States. To the extent any state-specific provision below conflicts with the general provisions of this Agreement, the state-specific provision controls for users in that state.
13.1 California
Fund Launch is not a Lawyer Referral Service registered with the State Bar of California under California Business & Professions Code §6155, and the Preferred Provider list does not constitute a fee-based Lawyer Referral Service. Fund Launch does not give legal advice, does not select legal forms for you, and does not assess the legal sufficiency of any document produced. If you require legal advice, consult a licensed California attorney.
13.2 New York
Fund Launch is not engaged in the practice of law in New York. Fund Launch does not select forms for you; you direct the selection. Fund Launch does not give legal advice. The Preferred Provider list is informational only.
13.3 Texas
Pursuant to Texas Government Code §81.101 and Chapter 952, Fund Launch is not authorized to practice law in Texas and does not provide legal services in Texas. The Preferred Provider list is not a lawyer referral service registered with the State Bar of Texas. Fund Launch neither collects nor pays any referral fee in connection with Preferred Providers. As described in Section 4, Fund Launch pays the flat fee for an initial limited-scope attorney review on your behalf as a Platform benefit; that payment is not a referral fee, and Fund Launch receives no compensation from any Preferred Provider.
13.4 Illinois / Ohio
Fund Launch is not engaged in the practice of law in Illinois or Ohio and does not give legal advice in those states. The Platform is a self-help software tool used at your direction.
13.5 Other States
Residents of all other U.S. states and jurisdictions: Fund Launch is not authorized to practice law in your jurisdiction, does not give legal advice, and does not select forms for you. The Platform is a self-help software tool used at your direction. If you require legal advice, consult a licensed attorney in your jurisdiction.
14. Your Acknowledgment and Acceptance
By clicking "I Understand and Agree," you acknowledge and agree that:
- (a) you have read this Agreement in full and have had the opportunity to review it with a qualified attorney if you wished;
- (b) Fund Launch is not a law firm, does not provide legal advice, and is not your attorney;
- (c) use of the Legal Tech feature does not create an attorney-client relationship with Fund Launch and does not give rise to attorney-client privilege over your communications with the Platform;
- (d) Legal Tech produces draft documents through template-based assembly assisted by artificial intelligence, those documents may contain errors or omissions, and they are not final, executable, or compliant with applicable law until reviewed by a licensed attorney;
- (e) you are solely responsible for engaging a licensed attorney to review any Legal Draft before any use, and for the accuracy, completeness, regulatory compliance, and consequences of any use you make of a Legal Draft;
- (f) the Preferred Provider list is informational only; Fund Launch pays the flat fee for an initial limited-scope attorney review on your behalf as a Platform benefit, receives no compensation from any Preferred Provider, and shares in no legal fee; that payment gives Fund Launch no control over the attorney's judgment; and any attorney-client relationship with a Preferred Provider arises solely between you and that attorney;
- (g) you understand the securities, tax, and regulatory risks described in Section 7 and will not rely on a Legal Draft for any actual offering or fund operations without attorney review; and
- (h) you agree to the Disclaimer of Warranties (Section 9), the Limitation of Liability (Section 10), and the Indemnification (Section 11), and to the disclosures, limitations, and obligations set out in this Agreement, in addition to the Terms and the Privacy Policy.
Acceptance Record
Upon acceptance, Fund Launch records: (i) the version of this Agreement accepted, (ii) the date and time of acceptance, (iii) the IP address from which acceptance was made, (iv) the user agent, and (v) the identity of the accepting Authorized User. These records constitute reliable, admissible evidence of acceptance under the Electronic Signatures in Global and National Commerce Act (ESIGN) and the applicable Uniform Electronic Transactions Act.
Re-Acceptance on Material Update
If Fund Launch materially updates this Agreement, you will be prompted to re-accept the updated version the next time you use the Legal Tech feature.