Terms of Service
Last Updated: April 1, 2026
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER SET FORTH IN SECTION 13. THIS MEANS THAT, WITH LIMITED EXCEPTIONS, YOU AGREE TO RESOLVE DISPUTES WITH NOT LEGAL ADVICE, INC. THROUGH INDIVIDUAL BINDING ARBITRATION RATHER THAN IN COURT, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE PROCEEDINGS.
These Terms of Service (these “Terms”) are a legal agreement between you and Not Legal Advice, Inc., a California corporation (“Company,” “we,” “us,” or “our”). These Terms govern your access to and use of the Services (as defined below). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, please close this tab and model your cap table yourself in a spreadsheet like previous generations did.
“Services” means the website located at fullydiluted.io and all of its subdomains, all PC, macOS, and mobile applications, and all other related services provided by the Company.
1. WHAT THE SERVICES DO
The Services provide a tool that helps you model pro forma cap tables for venture capital priced financing rounds. You upload a cap table or build one within the Services. The Services process it and let you model a round. That is the value proposition.
The Services were built almost entirely by AI. We mention this not as a marketing claim but as a disclosure.
2. ACCEPTANCE OF TERMS
By using the Services, you agree to these Terms and our Privacy Policy, which is incorporated herein by reference. The Privacy Policy is available at fullydiluted.io/privacy and contains important information about how your data is collected, processed, stored (we think?), and not fully understood (definitely).
Together, these documents constitute the entire agreement between you and the Company regarding your use of the Services. If there is a conflict between these Terms and the Privacy Policy, these Terms shall govern.
3. ELIGIBILITY
You must be at least 18 years old to use the Services. If you are under 18, you should not be modeling venture capital financing rounds. Go outside.
4. YOUR USE OF THE SERVICES
You may use the Services for their intended purpose: modeling pro forma cap tables. You agree not to use the Services to:
(a) Upload content that you do not have the right to share;
(b) Attempt to access, probe, or test the vulnerability of the Services or their infrastructure, though we concede this would probably not be difficult;
(c) Interfere with or disrupt the operation of the Services;
(d) Use the Services for any unlawful purpose; or
(e) Scrape, crawl, or otherwise extract data from the Services by automated means.
We reserve the right to terminate or restrict your access to the Services at any time, for any reason, including reasons we have not yet thought of.
5. THE CAP TABLE YOU UPLOAD
5.1 License
By uploading a cap table, you grant the Company a limited, non-exclusive license to process your data for the purpose of providing the Services. This license exists so we can do the thing you are asking us to do.
5.2 Confidentiality (Or Lack Thereof)
Cap tables are, by their nature, highly confidential documents. They typically contain founder names, investor names, ownership percentages, share classes, option pools, vesting schedules, SAFE and convertible note terms, and valuation information — in other words, the kind of information that most companies guard carefully and share only under NDA.
You are uploading this information to Services that were built by AI, whose backend architecture is not fully documented, and whose data retention practices are described in the Privacy Policy with a degree of candor that should give you pause.
We do not promise confidentiality. We do not sign NDAs with users. We are telling you this clearly so there is no ambiguity.
5.3 Anonymization: A Strong Recommendation That Is Really More of a Plea
We STRONGLY recommend — and by “recommend” we mean “are practically begging you” — to anonymize your cap table before uploading it.
Replace real names with placeholders. Change the company name. Swap “Sequoia Capital” for “Investor A.” The math works the same regardless of whether the cap table says “Jane Smith, CEO” or “Founder 1.”
This takes minutes. You can ask AI to do it for you. You are already using AI-built Services to model your cap table, so clearly you are comfortable with AI. Use that comfort productively. Anonymize your data.
If you upload an unredacted cap table containing the real names, ownership stakes, and financial terms of a real company to the Services after reading this section, you have made an informed decision and the consequences are yours.
6. NO WARRANTIES
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DO NOT WARRANT THAT THE SERVICES WILL BE ACCURATE, RELIABLE, UNINTERRUPTED, SECURE, OR ERROR-FREE.
We especially do not warrant the “secure” part. Please see the Privacy Policy.
We do not warrant that the pro forma calculations produced by the Services are correct. Cap table math is complicated. AI is imperfect. You should verify all outputs independently with a lawyer, accountant, or someone who went to business school and actually paid attention.
Do not rely on the Services as your sole source of truth for a financing round. If you close a Series A based exclusively on outputs from the Services without independent verification, that is — and we say this with affection — a bold choice.
7. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS OWNERS, OPERATORS, AFFILIATES, AND CONTRIBUTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES.
This includes, without limitation, damages arising from:
(a) Inaccurate cap table calculations;
(b) Data loss, exposure, or unauthorized access;
(c) Decisions made in reliance on the Services’ outputs;
(d) The existential discomfort of having uploaded confidential financial data to AI-built Services; or
(e) Anything else, really.
OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM YOUR USE OF THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO USE THE SERVICES, WHICH, GIVEN THAT THE SERVICES ARE CURRENTLY FREE, IS ZERO DOLLARS ($0.00).
8. INDEMNIFICATION
You agree to indemnify and hold harmless the Company and its owners, operators, and affiliates from any claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising from:
(a) Your use of the Services;
(b) Your violation of these Terms;
(c) Your decision to upload unredacted confidential information despite the numerous warnings contained in these Terms, the Privacy Policy, and possibly the Services themselves; or
(d) Any third-party claims related to data you uploaded to the Services.
If your investors, co-founders, or lawyers are upset that their names appeared on a cap table uploaded to AI-built Services, that conversation is between you and them.
9. INTELLECTUAL PROPERTY
The Services, their design, code, and content (excluding user-uploaded data) are the property of the Company or its licensors. Much of it was generated by AI, which raises interesting intellectual property questions that are above our pay grade. Regardless, you may not copy, modify, distribute, or create derivative works from the Services without our permission.
10. SALE OR TRANSFER OF THE COMPANY
We reserve the right to sell, merge, transfer, or otherwise dispose of the Company or the Services, including all associated assets and data. In the event of such a transaction, your data — whatever data we have, in whatever state it exists — may be transferred to the acquiring party.
We will make reasonable efforts to notify users if this happens, subject to the constraints of the transaction and the extent to which we have your contact information, which, depending on how the Services work at that point, may be limited.
11. MODIFICATIONS TO THE SERVICES AND THESE TERMS
We may modify the Services at any time. Features may appear or disappear. The backend may change. Things may break. This is the nature of Services under active, AI-assisted development.
We may also modify these Terms at any time. When we do, we will update the “Last Updated” date. Your continued use of the Services after changes constitutes acceptance of the revised Terms. We recommend checking this page periodically, though we recognize that revisiting a terms of service for fun is a niche hobby.
12. GOVERNING LAW
These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles.
13. BINDING ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
13.1 Agreement to Arbitrate
You and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Privacy Policy, or your use of the Services (collectively, “Disputes”) shall be resolved exclusively through final and binding individual arbitration, rather than in court, except as set forth in Section 13.5 below.
This agreement to arbitrate is intended to be broadly interpreted. It includes, without limitation, claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms.
You understand and agree that by entering into these Terms, you and the Company are each waiving the right to a trial by jury.
13.2 Arbitration Rules and Forum
The arbitration shall be administered by JAMS under its Comprehensive Arbitration Rules and Procedures, as modified by this Section 13. The JAMS rules are available at https://www.jamsadr.com/rules-comprehensive-arbitration/. If JAMS is unavailable, the parties shall mutually agree on an alternative arbitral forum. If the parties cannot agree, a court of competent jurisdiction shall appoint an arbitrator.
The arbitration shall be conducted by a single arbitrator with experience in internet and technology disputes. The arbitration shall be held in San Francisco, California, unless you and the Company agree otherwise, or the arbitrator determines that such a location would impose an undue burden on you, in which case the arbitration may be conducted by phone, videoconference, or other remote means.
The arbitrator shall have exclusive authority to resolve any Dispute, including any claim that all or any part of these Terms is void or voidable.
13.3 Arbitration Fees and Costs
If you initiate arbitration, your share of the arbitration fees shall not exceed the filing fee you would have paid to initiate a lawsuit in the jurisdiction where you reside. The Company will pay all remaining arbitration fees and costs, unless the arbitrator finds your claim to be frivolous, in which case fees and costs shall be allocated in accordance with the applicable JAMS rules.
Each party shall bear its own attorneys’ fees, unless applicable law or the arbitrator’s award provides otherwise.
13.4 Class Action Waiver
YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
If this class action waiver is found to be unenforceable with respect to a particular claim or request for relief, then that claim or request for relief shall be severed and proceed in a court of competent jurisdiction in San Francisco, California, while the remaining claims shall proceed in arbitration.
13.5 Exceptions to Arbitration
Notwithstanding the foregoing, the following Disputes are excluded from the agreement to arbitrate:
(a) Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights;
(b) Claims that are within the jurisdiction of a small claims court in San Francisco, California (or the small claims court in the jurisdiction where you reside), provided the claim remains in small claims court and is advanced on an individual basis;
(c) Any Dispute where the agreement to arbitrate is prohibited by applicable law that cannot be preempted.
13.6 Opt-Out
You may opt out of this arbitration provision by sending written notice to gintelbot@gmail.com within thirty (30) days of first using the Services. Your notice must include your name, mailing address, and a clear statement that you wish to opt out of the arbitration and class action waiver provision. If you opt out, neither party shall be bound by this Section 13, and Disputes shall be resolved in the state or federal courts located in San Francisco, California.
If you do not opt out within the thirty-day period, you shall be bound by this Section 13, including the class action waiver. We will not hold it against you personally if you opt out, though we may judge you quietly for reading this far.
14. SEVERABILITY
If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect. Given the tone of this document, we acknowledge that a court — or arbitrator — might have questions, but we assure you that the substantive provisions are meant sincerely.
15. SURVIVAL
The following provisions shall survive the expiration or termination of these Terms and your use of the Services: Section 2 (Acceptance of Terms), the prohibitions set forth in Section 4 (Your Use of the Services), Section 5 (The Cap Table You Upload), Section 6 (No Warranties), Section 7 (Limitation of Liability), Section 8 (Indemnification), Section 9 (Intellectual Property), Section 10 (Sale or Transfer of the Company), Section 11 (Modifications to the Services and These Terms), Section 12 (Governing Law), Section 13 (Binding Arbitration and Class Action Waiver), Section 14 (Severability), this Section 15 (Survival), and Section 17 (Acknowledgment).
In other words, most of it. The parts that protect us, the parts that protect you, and the parts that explain what happens when things go sideways. Which, given everything you have read so far, you should probably plan for.
16. CONTACT
If you have questions about these Terms, please contact us at: gintelbot@gmail.com
17. ACKNOWLEDGMENT
By using the Services, you acknowledge that:
(a) You have read and understood these Terms;
(b) You have read and understood the Privacy Policy;
(c) You understand that the Services were built primarily by AI;
(d) You understand the risks of uploading confidential financial data to the Services;
(e) You have been explicitly, repeatedly, and at this point almost tediously warned to anonymize your data;
(f) You agree to resolve disputes through binding individual arbitration and waive your right to participate in class actions, as described in Section 13; and
(g) You are proceeding anyway, of your own free will, with full knowledge of the above.
Good luck with your round.