Terms of Service
Last Updated: November 3, 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 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 import a cap table exported from Carta or another spreadsheet, as an .xlsx file, or you build or edit one within the Services. The Services read it in your browser, let you model a round (including the conversion of SAFEs and convertible notes under the mechanics you select), and let you download the cap table and the pro forma as spreadsheets. That is the value proposition.
Reading a cap table out of a spreadsheet is guesswork. Every export looks a little different, and the Services use rules of thumb to decide which column is which, which rows are holders, what is an option pool, and what converts. They will sometimes guess wrong. The Services show you what they read so that you can check it, and you should.
The Services were built almost entirely by AI. We mention this not as a marketing claim but as a disclosure, and it applies to the code that reads your cap table, the code that models the round, and the spreadsheets the Services produce.
The Services are provided for educational and informational purposes only. They are not legal, tax, accounting, financial, or investment advice, and nothing produced by the Services should be relied on as any of those things.
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 what data is collected (very little), about the fact that your cap table is processed in your browser and never sent to us, and about the fact that nothing is stored.
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.
The Services are offered only to users located in the United States of America and are intended for use only in connection with companies and financings governed by United States law. They are not intended for, and are not offered to, anyone located outside the United States. If you are outside the United States, you are not permitted to use the Services, and by using them you represent that you are located in the United States. We make no representation that the Services are appropriate or available elsewhere, and we do not accept users from, or comply with the laws of, any other jurisdiction.
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) Import content that you do not have the right to use;
(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, other than indexing the pages that the Services’ robots.txt file makes available to search engines and similar services.
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 IMPORT
5.1 License
The Services process your cap table on your own device, in your browser. No license to us is needed for the thing you are asking the Services to do, and none is granted: your cap table stays yours, and we never receive a copy of it. The only license in these Terms runs the other way (Section 9).
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 entrusting this information to Services that were built by AI. The Services do not store your cap table and do not send it anywhere (see Section 5.5): the modeling runs inside your browser, and the Privacy Policy describes what that means.
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
Our first recommendation is that you do not import your real cap table at all. The Services let you build one by hand, and a hand-built, anonymized cap table — “Founder 1,” “Investor A,” round numbers that are close enough — models a round exactly as well as the real thing. Importing is offered as a convenience, not as the recommended path. Nothing you import reaches us (Section 5.5), but a cap table is among the most confidential documents a company has, and it will be on your screen, in your browser’s memory and in every spreadsheet you save, so be protective of it and scrutinizing about who can see it or ends up holding those files. We cannot see it; the people around you can.
If you do import the real thing, we STRONGLY recommend — and by “recommend” we mean “are practically begging you” — that you anonymize it first, or switch on Mask Names so the Services do it as the file is read.
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.”
Better still, let the Services do it for you. Mask Names (Section 5.4) is a switch on the import panel, off unless you turn it on. Turn it on, and your browser replaces the company name and the holder names and email addresses it can identify in the file with generic labels as the file is read, so the names never appear on screen and never go into the spreadsheets you save or export. It is a best effort: check the labeled table on screen before you model, and edit anything it missed. You get a key file that puts the real names back into anything you save. It takes one click. There is no step to skip and nothing to retype.
If you import an unredacted cap table containing the real names, ownership stakes, and financial terms of a real company after reading this section, with Mask Names sitting right there on the import panel, you have made an informed decision about what appears on your screen and in your saved files, and the consequences are yours.
5.4 Mask Names
The Services offer a Mask Names option on the import panel. It is off by default. When it is on, your browser replaces the company name and the holder names and email addresses it can identify in your cap table with generic labels (“Common Holder 1,” “Seed Holder 2,” and so on) as the file is read, and gives you a key file that lets your browser put the real names back when you save a spreadsheet. Because the Services run entirely in your browser, Mask Names is not about keeping names from us: nothing reaches us either way. It keeps real names off your screen, out of screenshots and recordings, and out of the files you save or export until the key file restores them. The redaction is a best effort; the labeled table on screen shows you exactly what the model works with. Masked names do not make a cap table safe to share: ownership percentages, share counts, prices and convertible terms remain in the table and in anything you save, and they are often as sensitive as the names.
The key file is yours. We do not have a copy of it and cannot recreate it. If you lose it, the names in anything you saved with Mask Names on stay generic. If you skip the passphrase, the key is stored inside the key file, so anyone holding that file can read the names. Mask Names is a mitigation, not a guarantee, and it does not change anything else in these Terms.
5.5 Nothing Is Saved; Saving Is Your Job
The Services keep nothing. Your cap table lives in your browser while you work, and every step — reading an imported file, recomputing the table after an edit, running the pro forma, building a spreadsheet for you — runs inside your browser. Nothing is sent to us, so there is nothing for us to discard and nothing for us to keep. There is no account, no saved project, and nothing for us to recover if your browser loses it.
If you want to keep your work, use Save, which downloads the cap table or pro forma to your own device. A saved cap table or pro forma can be imported again later to pick up where you left off. To make that work, every saved file carries a hidden settings sheet holding share classes, rounds, holdings and convertible terms. That sheet never contains holder names or email addresses; names appear only on the visible sheets. The visible sheets are your cap table, so treat a saved file as you would the cap table itself. If you close the tab without saving and the work is gone, it is gone.
5.6 The Model Only Knows What You Tell It
The pro forma is calculated entirely from what you import or enter: the cap table, the terms of each SAFE and convertible note, and the terms of the round. The Services cannot see your documents and have no way to know what is missing or wrong. A security you leave out, a share count that is out of date, a valuation cap, discount, interest rate or date that is mistyped or absent, or a term that differs from your actual instruments will produce a pro forma that is wrong in the same measure, and the Services will not warn you. You are responsible for confirming that everything you import or enter is accurate and complete before you rely on anything the Services produce, including where an import leaves fields blank for you to fill in.
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.
In particular, and without limiting the above, we do not warrant that: (a) the Services will read your cap table correctly — holders may be missed or duplicated, share counts, classes, option pools, warrants, or convertible terms may be misread, and rounds of SAFEs or notes may be grouped or labeled wrongly; (b) the model will apply the conversion mechanics, pricing, rounding, option-pool, or capitalization conventions that your documents actually require; (c) the spreadsheets the Services produce, including any formulas in them, are correct or complete; or (d) the results match what your counsel, your investors, or your cap table provider will calculate. The conversion mechanics the Services offer are simplified versions of common forms and may not match the terms of your instruments.
The Services are for educational and informational purposes only. They do not provide legal, tax, accounting, financial, or investment advice, and no output of the Services is a substitute for advice from a professional who has read your actual documents. Your use of the Services does not create an attorney-client relationship with the Company, with Samuel Gintel, or with Scale LLP, and nothing in the Services is a communication from a lawyer to a client. The Services are provided by Not Legal Advice, Inc., not by Scale LLP.
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 run confidential financial data through AI-built Services, even on your own device; 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 import 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 imported into the Services or to files the Services produced for you.
If your investors, co-founders, or lawyers are upset that their names appeared on a cap table you ran through AI-built Services, or in a spreadsheet those Services produced and you passed along, that conversation is between you and them.
9. INTELLECTUAL PROPERTY
The Services, their design, code, and content (excluding the data you import, which remains yours) 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.
The Services are not affiliated with, endorsed by, or sponsored by Carta, Shareworks, Pulley, or any other third-party platform whose spreadsheets the Services can read. Carta, Shareworks, Pulley, and any other third-party names used in the Services are trademarks of their respective owners and are used only to identify the file formats the Services accept.
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, any data we have may be transferred to the acquiring party. Because the Services do not store cap tables (Section 5.5), that should be very little, but we are saying it anyway.
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 engine 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 Import), 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 that your cap table is processed in your browser and never sent to us, and that the remaining risks — what is on your screen, in your browser’s memory and in the files you save — are yours to manage;
(e) You have been encouraged not to import your real cap table at all and to build an anonymized one by hand instead, you have been explicitly, repeatedly, and at this point almost tediously warned to anonymize your data if you do import it, and you have an easy option in Mask Names that will do it for you;
(f) You understand that the Services may misread your cap table and may model your round incorrectly, that their outputs are for educational and informational purposes only, and that you will verify anything that matters with your own advisors and your actual documents;
(g) You understand that the pro forma is only as accurate and complete as the cap table and terms you import or enter, and that checking them is your responsibility;
(h) You understand that the Services do not store your cap table, that saving your work to your own device is your responsibility, and that if you use Mask Names the key file is yours alone to keep;
(i) You understand that using the Services does not create an attorney-client relationship with the Company, Samuel Gintel, or Scale LLP;
(j) You are located in the United States of America and understand that the Services are not offered to, or intended for, anyone outside the United States;
(k) You agree to resolve disputes through binding individual arbitration and waive your right to participate in class actions, as described in Section 13; and
(l) You are proceeding anyway, of your own free will, with full knowledge of the above.
Good luck with your round!