These Terms form an agreement between you and APPWZRD LLC, doing business as PPMWizard (“PPMWizard,” “we,” or “us”), and govern your use of ppmwizard.com and the PPMWizard application (the “Service”). By creating an account, purchasing access, or using the Service, you agree to these Terms.
1. The Service and its limitations
PPMWizard is document-drafting software, not a law firm. The Service helps users prepare working drafts of private placement memoranda and related materials for private offerings across supported asset classes. It provides guided questions, templates, calculations, sample language, and document exports.
We do not provide legal, tax, accounting, investment, financial, brokerage, placement, accreditation-verification, escrow, or filing services. We are not your lawyer, investment adviser, broker-dealer, placement agent, fiduciary, or filing agent. Using the Service does not create an attorney-client, advisory, fiduciary, or other professional relationship. No output is a substitute for advice and approval from qualified securities counsel and your other professional advisers.
2. Eligibility and accounts
You must be at least 18 years old and legally able to enter a binding agreement. If you use the Service for a company or other organization, you represent that you have authority to bind it. You must provide accurate account information, protect your credentials, and promptly notify us of suspected unauthorized access. You are responsible for activity performed through your account.
3. Your responsibilities
You agree that:
- You will obtain review and approval from your qualified securities counsel before using an output to solicit or accept an investment.
- You are responsible for the accuracy, completeness, consistency, and legal sufficiency of all inputs and outputs, including projections, disclosures, risk factors, ownership information, and payment instructions.
- You and your advisers—not PPMWizard—will select and verify the applicable exemption and comply with federal, state, local, and non-U.S. laws, notices, legends, filing deadlines, and investor-qualification requirements.
- You will independently verify calculations and will not treat examples, sample offerings, guides, or generated language as facts about your offering.
- You have all rights and permissions needed to upload and process your content.
4. Plans, purchases, and subscriptions
The Service may offer a free plan, a one-time unlock for a specific document, and recurring Pro plans. Current prices, included features, billing periods, and currency are displayed before checkout. Taxes may be added where required. A one-time unlock applies only to the identified document and does not renew.
A monthly or annual subscription automatically renews for the same billing period until canceled. You authorize Stripe and us to charge the payment method on file for each renewal. You may cancel through the Customer Portal; cancellation takes effect at the end of the then-current paid period unless law requires otherwise. Canceling does not delete your account or drafts. See our Refund and Cancellation Policy for details.
5. User content and confidential information
As between you and us, you retain ownership of the content you submit and the deal-specific documents produced from it. You grant us and our service providers a limited license to host, transmit, process, reproduce, and display that content only as needed to provide, secure, support, and improve the Service as described in our Privacy Policy.
The Service is not an investor portal or a system for collecting investor funds or signed subscriptions. Do not upload payment-card data, account passwords, Social Security numbers, taxpayer identification numbers, medical records, or other information that the Service does not expressly request.
6. Our intellectual property
We and our licensors retain all rights in the Service, including its software, interface, workflow, visual design, libraries, templates, and documentation. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Service for your internal business purposes. You may use your deal-specific output for your offering after professional review, but you may not resell or republish the underlying template library or use the Service to build a competing template or drafting product.
7. Acceptable use
You may not use the Service to violate law or another person’s rights; facilitate fraud, deceptive solicitation, or unregistered activity; upload malware; probe or bypass security controls; access another user’s data; overload the Service; scrape or reverse engineer the Service except where law prohibits this restriction; share an account outside your organization; or misrepresent that PPMWizard or its personnel approved your offering.
8. Privacy, security, and third-party services
Our Privacy Policy explains how we handle personal information. We use reasonable administrative, technical, and organizational safeguards, but no online service can guarantee absolute security. You are responsible for keeping independent copies of information you need to retain.
The Service depends on third-party infrastructure and may link or redirect to services such as Stripe. Their terms and privacy practices apply to their services. We are not responsible for third-party services outside our control.
9. Availability and changes to the Service
We may modify, suspend, or discontinue features and may perform maintenance without notice when reasonably necessary. We do not promise uninterrupted operation, a particular export format, permanent storage, or compatibility with every jurisdiction, transaction, or device.
10. Disclaimers
THE SERVICE IS PROVIDED "AS IS." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE OR ANY OUTPUT IS COMPLETE, ERROR-FREE, CURRENT, OR SUFFICIENT TO SATISFY SECURITIES OR OTHER LAW IN ANY JURISDICTION, OR THAT AN OFFERING WILL QUALIFY FOR AN EXEMPTION, BE ACCEPTED FOR FILING, RAISE CAPITAL, OR ACHIEVE ANY FINANCIAL RESULT.
11. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE IS LIMITED TO THE AMOUNTS YOU HAVE PAID US IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, FAILED OFFERINGS, REGULATORY ACTION, OR PROFESSIONAL FEES, EVEN IF ADVISED OF THEIR POSSIBILITY. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.
12. Indemnification
To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless PPMWizard, APPWZRD LLC, and their officers, members, employees, and contractors from claims, losses, liabilities, and reasonable expenses arising from your content, your use of the Service, your offering or sale of securities, or your violation of these Terms, law, or another person’s rights.
13. Suspension and termination
You may stop using the Service at any time and may request account deletion as described in the Privacy Policy. We may suspend or terminate access when reasonably necessary to protect the Service or others, address nonpayment, comply with law, or respond to a material breach. Upon termination, your right to use the Service ends, but provisions that by their nature should survive will survive, including ownership, disclaimers, liability limitations, indemnification, and dispute terms.
14. Changes to these Terms
We may update these Terms. We will post the revised version and update its effective date. When changes materially affect your rights, we will provide reasonable notice and request renewed acceptance when appropriate. Changes apply prospectively.
15. Governing law and disputes
These Terms are governed by the laws of the State of Arizona, without regard to conflict of law principles. Any disputes shall be resolved in the state or federal courts located in Maricopa County, Arizona, and each party consents to their jurisdiction and venue.
16. General terms
These Terms, the Privacy Policy, and policies incorporated by reference are the entire agreement regarding the Service. If a provision is unenforceable, the remaining provisions remain effective. A failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, reorganization, or sale of assets. We are not liable for delay caused by events beyond our reasonable control. Headings are for convenience only.
17. Contact and legal notices
General questions may be sent to support@ppmwizard.com. Legal notices to us must identify your name, organization, account email, and the nature of the notice. Our principal place of business is in Phoenix, Arizona; a physical notice address will be supplied on request until a public business mailing address is designated.