Last updated: March 25, 2026
These Terms of Service (these "Terms") govern your access to and use of the DVC Venture OS platform and any related websites, applications, tools, features, data, content, and services made available by Gagarin Capital Advisers LLC ("DVC," "we," "us," or "our") (collectively, the "Platform").
By accessing, browsing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as any additional terms, policies, guidelines, or agreements presented to you through the Platform, including the applicable Non-Disclosure Agreement and Privacy Policy, each of which is incorporated herein by reference. If you do not agree to these Terms, you may not access or use the Platform.
If you are accepting these Terms on behalf of an entity, you represent and warrant that you have authority to bind that entity to these Terms, and "you" and "your" will refer to that entity as well as the individual acting on its behalf.
The Platform is a proprietary venture capital operating system used in connection with DVC's investment, diligence, portfolio management, reporting, founder engagement, research, analytics, and related business operations. Features may include, without limitation, deal pipeline management, AI-powered research and analysis, portfolio tracking, founder and stakeholder engagement workflows, internal tools, and limited partner reporting.
The Platform is private, not publicly offered, and made available solely to users authorized by DVC. DVC may add, remove, modify, suspend, or discontinue any portion of the Platform at any time, with or without notice.
You may use the Platform only if you are authorized by DVC and are legally capable of entering into a binding agreement. Access is granted solely for DVC-authorized business purposes and may be revoked, limited, or suspended at any time in DVC's sole discretion.
Your access to the Platform is personal, limited, revocable, non-exclusive, non-sublicensable, and non-transferable. Except for the limited rights expressly granted in these Terms, no right, title, or interest in or to the Platform is granted to you, and DVC reserves all rights not expressly granted.
You are responsible for all activity occurring under your account and for maintaining the confidentiality and security of your login credentials, including passwords, magic links, recovery links, access codes, API credentials, or authentication tokens. You shall not share, transfer, or permit any third party to use your account or credentials.
You agree to notify DVC promptly of any actual or suspected unauthorized access to your account, compromise of your credentials, or other security incident involving the Platform. DVC may require you to take actions reasonably necessary to protect the Platform, including resetting credentials, re-authenticating, or temporarily suspending access.
You may use the Platform solely for its intended purposes as authorized by DVC and in compliance with these Terms and applicable law. You shall not, and shall not permit any third party to:
(a) access or use the Platform for any unlawful, unauthorized, or improper purpose;
(b) copy, reproduce, modify, distribute, sell, sublicense, lease, commercialize, or otherwise exploit any portion of the Platform except as expressly authorized in writing by DVC;
(c) reverse engineer, decompile, disassemble, decode, adapt, or otherwise attempt to derive source code, underlying models, prompts, workflows, system architecture, or non-public components of the Platform;
(d) scrape, crawl, extract, harvest, download, export, or data mine any content, output, metadata, or information from the Platform through automated means or otherwise, except as expressly authorized by DVC;
(e) use bots, agents, scripts, or automated tools to interact with the Platform in a manner not expressly approved by DVC;
(f) probe, scan, test, circumvent, or interfere with the security, authentication, rate limits, access controls, or integrity of the Platform or any related systems;
(g) access data, content, deals, reports, accounts, or information for which you are not authorized;
(h) use the Platform or any output from it to develop, benchmark, train, improve, or validate any competing product, model, dataset, workflow, or service;
(i) remove, obscure, or alter any copyright, trademark, confidentiality, or proprietary rights notice;
(j) interfere with or disrupt the performance, availability, or operation of the Platform;
(k) use the Platform in violation of applicable privacy, data protection, export control, sanctions, anti-corruption, or securities laws; or
(l) use the Platform in any way that could harm DVC, its affiliates, portfolio companies, counterparties, founders, investors, or other stakeholders.
The Platform contains confidential, proprietary, and commercially sensitive information of DVC and third parties, including information relating to actual and potential investments, portfolio companies, founders, counterparties, investor communications, research, analyses, models, and internal workflows. Your use of such information is governed by the applicable Non-Disclosure Agreement, which is incorporated into these Terms by reference and is a condition of your access to the Platform.
Any breach of your confidentiality obligations may result in immediate suspension or termination of access, injunctive relief, and any other remedies available at law or in equity.
The Platform and all related content, materials, software, code, interfaces, designs, text, graphics, logos, models, prompts, workflows, research, analyses, outputs, documentation, and functionality, and all intellectual property rights therein, are and shall remain the exclusive property of DVC and/or its licensors.
Except for the limited right to access and use the Platform as expressly authorized by DVC and subject to these Terms, nothing in these Terms grants you any right, license, ownership interest, or other entitlement in or to the Platform or any content or output made available through it.
The Platform may use artificial intelligence, machine learning models, third-party data sources, and automated processes to generate or assist in generating research, analyses, summaries, recommendations, classifications, scoring, or other outputs.
You acknowledge and agree that:
(a) such outputs may be incomplete, inaccurate, outdated, biased, or inappropriate for your intended use;
(b) such outputs are provided for informational and internal workflow purposes only;
(c) such outputs do not constitute investment advice, legal advice, tax advice, accounting advice, valuation advice, or any other professional advice or recommendation;
(d) you are solely responsible for independently reviewing, validating, and determining whether and how to rely on any output or information made available through the Platform; and
(e) DVC may modify, suspend, or remove AI-powered features or outputs at any time without notice.
DVC makes no representation or warranty as to the accuracy, completeness, reliability, legality, or fitness for purpose of any AI-generated or AI-assisted output.
The Platform and all information, content, analyses, outputs, reports, models, communications, and materials made available through it are provided solely for internal informational and operational purposes. Nothing on or through the Platform constitutes, or should be construed as, (a) investment advice, legal advice, tax advice, accounting advice, valuation advice, or any other professional advice, (b) a recommendation, endorsement, or opinion regarding any security, investment, transaction, counterparty, or strategy, or (c) an offer to sell, a solicitation of an offer to buy, or a public offering of any securities in any jurisdiction. Any investment, legal, tax, accounting, or other professional decision should be made only after independent review and consultation with appropriate professional advisors.
The Platform may rely on or incorporate third-party services, data providers, models, APIs, integrations, or content. DVC does not control and is not responsible for third-party services or data, including their availability, accuracy, legality, security, or performance. Your use of third-party features may be subject to additional terms imposed by the applicable third parties.
To protect the Platform and its users, DVC may, to the extent permitted by applicable law, monitor use of the Platform, maintain access and activity logs, investigate suspected violations of these Terms or applicable agreements, and take any action DVC reasonably deems appropriate, including restricting, suspending, or terminating access, removing content, preserving evidence, or cooperating with law enforcement or regulatory authorities.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, INCLUDING ALL CONTENT, DATA, FEATURES, OUTPUTS, AND SERVICES MADE AVAILABLE THROUGH IT, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
DVC DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, RELIABILITY, AND QUIET ENJOYMENT. DVC DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DVC OR ITS AFFILIATES, MANAGERS, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, DATA, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE PLATFORM, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DVC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100) OR (B) THE AMOUNT, IF ANY, PAID BY YOU TO DVC SPECIFICALLY FOR ACCESS TO THE PLATFORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO PORTIONS OF THIS SECTION MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.
You agree to defend, indemnify, and hold harmless DVC and its affiliates, and their respective managers, members, officers, employees, agents, contractors, licensors, service providers, portfolio companies, and representatives, from and against any and all claims, actions, liabilities, damages, losses, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:
(a) your access to or use of the Platform;
(b) your breach of these Terms, the Non-Disclosure Agreement, or any other applicable agreement or policy;
(c) your violation of applicable law or the rights of any person or entity; or
(d) your misuse of any data, output, confidential information, or relationship obtained through the Platform.
DVC may suspend, restrict, or terminate your access to the Platform at any time, with or without cause, and with or without notice. Upon suspension or termination, your right to access and use the Platform shall immediately cease, and you must promptly cease all further use of the Platform.
Termination or suspension shall not affect any rights or obligations that by their nature should survive, including without limitation provisions relating to confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, governing law, dispute venue, and enforcement.
You acknowledge that any actual or threatened breach of these Terms relating to confidentiality, security, access restrictions, or intellectual property may cause irreparable harm to DVC for which monetary damages may be an inadequate remedy. Accordingly, DVC shall be entitled to seek injunctive relief, specific performance, and other equitable remedies, in addition to any other rights and remedies available at law or in equity.
You may not assign, delegate, transfer, or otherwise convey these Terms, in whole or in part, without DVC's prior written consent. Any purported assignment in violation of this Section shall be null and void. DVC may assign these Terms without restriction in connection with a merger, reorganization, financing, sale of assets, or similar transaction, or to an affiliate.
No failure or delay by DVC in exercising any right, power, or remedy under these Terms shall operate as a waiver of that or any other right, power, or remedy. Any waiver must be in writing and signed by an authorized representative of DVC.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law, and the invalid, illegal, or unenforceable provision shall be enforced to the fullest extent permissible consistent with its original intent.
These Terms and any dispute arising out of or relating to these Terms or the Platform shall be governed by the laws of the State of Delaware, without regard to conflict of law principles. Any action or proceeding arising out of or relating to these Terms or the Platform shall be brought exclusively in the state or federal courts located in Delaware, and you irrevocably submit to the jurisdiction and venue of such courts.
DVC may update or modify these Terms at any time in its discretion. Updated Terms may be posted through the Platform or otherwise made available to you, and the "Last updated" date will be revised accordingly. Your continued access to or use of the Platform after updated Terms become effective constitutes your acceptance of the revised Terms, except where DVC requires renewed affirmative acceptance.
These Terms, together with the Non-Disclosure Agreement, Privacy Policy, and any additional terms or policies expressly incorporated by reference, constitute the entire agreement between you and DVC with respect to the Platform and supersede all prior or contemporaneous understandings relating to the subject matter hereof.
If you have questions about these Terms, please contact DVC at legal@dvc.vc.