1. Platform Purpose and Disclaimer of Broker/Dealer Role

Pitch Capital is a technology platform only. It provides tools, data, and communication features to connect founders, investors, and lenders.

Pitch Capital is not a broker-dealer, investment adviser, or financial intermediary, and does not:

• Offer, sell, or facilitate securities, equity, or debt investments
• Participate in negotiations or structuring of investments
• Provide investment, legal, or financial advice
• Endorse, recommend, or verify any User, deal, or transaction

Users acknowledge that Pitch Capital does not facilitate or execute investments, and using the Platform does not replace Users’ own legal, financial, or tax diligence obligations.

2. Non-Circumvention and Platform Integrity

All introductions, communications, and transactions originating from or facilitated by the Platform must remain within the Platform environment. Users may not complete, attempt to complete, or facilitate any transaction outside the Platform that was initiated via Pitch Capital.

Pitch Capital may monitor and record communications for compliance, quality, and security purposes. Violation may result in:

Any violation of this provision constitutes a material breach of these Terms and may result in:

• Immediate and permanent termination ("lifetime ban") of the User's account and all affiliated accounts
• Suspension or forfeiture of any pending transactions or services
• Legal or equitable remedies available under applicable law

3. Payments, Refunds, and Service Delivery

All payments for calls, subscriptions, investor access, pitch deck creation, or other Platform services are non-refundable once booked or delivered.

• Calls: Once booked, no refunds or credits will be issued.
• Pitch Decks / Creative Work: Once work begins or the deliverable is provided, no refunds or chargebacks will be honored.
• Platform Access / Subscriptions: Fees are final once the billing cycle begins.
• Exception / Complaint Process: Users may submit a written notice within seven (7) calendar days if they believe services were not delivered as described. Pitch Capital may, at its sole discretion, review and issue accommodations, though is not obligated to do so.
• Third-Party Services: Pitch Capital may use third-party tools (e.g., Stripe, Escrow, or verification services) to facilitate payments and verify users. Users acknowledge and agree that the use of third-party services is governed by both these Terms and the third-party’s policies.

4. User Responsibilities

Users agree to:

• Provide accurate, current, and complete information
• Refrain from sharing login credentials or granting unauthorized access
• Use the Platform for lawful purposes only
• Comply with all applicable securities, data privacy, AML, KYC, and anti-fraud regulations
• Acknowledge that Pitch Capital does not verify or endorse any investment, founder, or transaction

Pitch Capital may suspend or terminate access for activity deemed fraudulent, misleading, abusive, or in violation of law or these Terms.

5. Qualified Investor Meeting Guarantee

Pitch Capital guarantees that eligible clients will receive at least one (1) qualified investor meeting within ninety (90) days of completing onboarding, or the client may request a refund of fees paid during the applicable guarantee period, subject to the terms below.

Definition of a Qualified Investor Meeting:

‍A “Qualified Investor Meeting” is defined as a scheduled meeting (virtual or in-person) between the client and a third-party investor who has been vetted by Pitch Capital and meets baseline criteria related to investment activity, stage alignment, and sector relevance. Pitch Capital does not guarantee investment decisions, funding outcomes, or follow-on meetings.

Eligibility Requirements

To remain eligible for the guarantee, the client must:

• Complete onboarding in full within the required timeframe
• Provide all requested materials, including pitch deck, financial information, and company profile
• Maintain an active and accurate profile on the Pitch Capital platform
• Respond to investor inquiries and scheduling requests in a timely manner
• Be reasonably available for meetings during standard business hours
• Remain in good standing under this Agreement

Failure to meet any of the above requirements voids the guarantee.

Exclusions

‍The guarantee does not apply if:

• The client declines, cancels, or fails to attend a scheduled investor meeting
• The client delays onboarding or fails to provide required materials
• The client materially misrepresents their business, traction, or financials
• The client violates this Agreement or applicable platform policies
• Delays are caused by factors outside Pitch Capital’s reasonable control

Refund Process

‍If a client meets all eligibility requirements and does not receive a qualified investor meeting within ninety (90) days, the client may submit a written refund request within seven (7) days following the end of the 90-day period. Refunds, if approved, will be limited to fees paid for the applicable subscription period and will constitute the client’s sole and exclusive remedy.

‍No Additional Guarantees

‍‍Pitch Capital does not guarantee fundraising success, investment commitments, valuation, or capital raised. The guarantee applies solely to access to a qualified investor meeting as defined above.

‍Notice & Resolution Requirement

‍‍‍As a condition of the Qualified Investor Meeting Guarantee, the client agrees to notify Pitch Capital in writing if they believe they have not received a qualified investor meeting within the ninety (90) day period. The client must contact Pitch Capital at [support@pitchcapital.com] within seven (7) days following the end of the 90-day period and provide reasonable cooperation to allow Pitch Capital an opportunity to resolve the issue, including scheduling or facilitating a qualified investor meeting. Failure to provide timely written notice or to cooperate in good faith with Pitch Capital’s resolution efforts will void the guarantee and waive any right to a refund under this provision.

6. Content and Data License

By uploading content, documents, or materials to the Platform, Users grant Pitch Capital a non-exclusive, royalty-free, worldwide license to use, display, and distribute such content solely to provide Platform services.

Pitch Capital will use commercially reasonable measures to protect User data but is not liable for unauthorized access, disclosure, or misuse by third parties.

7. Limitation of Liability

To the fullest extent permitted by law, Pitch Capital, its affiliates, officers, directors, employees, and agents shall not be liable for any direct, indirect, incidental, consequential, special, or exemplary damages, including loss of revenue, profit, or goodwill.

Pitch Capital’s total liability to any User shall not exceed the total amount paid by the User in the twelve (12) months preceding the event giving rise to the claim.

8. Indemnification

Users agree to indemnify, defend, and hold harmless Pitch Capital from any claims, liabilities, damages, losses, and expenses (including attorneys’ fees) arising out of:

• Use or misuse of the Platform
• Violation of these Terms or applicable law
• Any dispute between Users

9. Governing Law and Jurisdiction

These Terms are governed by the laws of Florida, without regard to conflict of law principles.

Disputes shall be brought exclusively in state or federal courts in Miami-Dade County, Florida. Each party consents to jurisdiction and venue.

10. Dispute Resolution and Chargebacks

Payments made through the Platform — including bookings, subscriptions, pitch deck services, and calls — are final, non-cancelable, and non-refundable once initiated or delivered.

Users waive any right to dispute, reverse, or withhold payment except in cases of fraud or breach of these Terms.

All disputes must be submitted in writing within seven (7) calendar days. Failure to submit constitutes a permanent waiver of any right to contest payment.

Disputes will be resolved exclusively through binding arbitration or court proceedings in Florida. No chargebacks, reversals, or refunds shall be pursued during or after proceedings.

11. Modifications to Terms

Pitch Capital reserves the right to modify, amend, or update these Terms at any time. Updated Terms are effective upon posting. Continued use of the Platform constitutes acceptance of revised Terms.

12. Entire Agreement

These Terms constitute the entire agreement between the User and Pitch Capital regarding Platform use and supersede all prior agreements, communications, or understandings

13. Contact Information

For questions regarding these Terms or Platform compliance, contact:

1. Platform Purpose and Disclaimer of Broker/Dealer Role

Pitch Capital is a technology platform that facilitates introductions, data management, and communication between founders, investors, and lenders.

Pitch Capital is not a broker-dealer, investment adviser, placement agent, or financial intermediary and does not:

• Offer or sell securities
• Negotiate or structure investment terms
• Provide investment, legal, or financial advice
• Endorse or verify the accuracy of any information provided by founders or third parties

All Users acknowledge that Pitch Capital is not registered under the U.S. Securities Exchange Act of 1934, the Investment Advisers Act of 1940, or any comparable state or federal regulation.

2. Platform Integrity, Non-Circumvention, and Communication Policy

All introductions, communications, and transactions initiated or facilitated through the Platform must remain within the Platform environment.

Investors agree that:

• All calls, chats, or messages with founders must be conducted within the Platform
• No investment transaction, agreement, or negotiation may occur outside the Platform
• Founders cannot book calls, exchange documents, or receive funding directly without Platform verification

Pitch Capital actively monitors and records communications for compliance and quality assurance.

If any User is found to have attempted or completed an off-platform transaction or direct solicitation, the following actions will occur:

• Immediate and permanent ban from the Platform and all affiliated accounts
• Termination of pending transactions and Platform privileges
• Potential legal remedies for breach of contract and damages under applicable law

3. Escrow and Transaction Process

All financial transactions facilitated through the Platform — including investments, deposits, or commitments — must utilize the Pitch Capital Escrow Account.

Investors agree to:

• Complete all fund transfers through the designated escrow service
• Follow escrow instructions and verification procedures provided by Pitch Capital
• Not transfer funds directly to founders, companies, or third parties outside the approved escrow process

If an Investor cannot utilize the escrow account for a legitimate reason, they must contact franco@pitchcapital.com before proceeding to arrange an alternative compliant structure.

Pitch Capital assumes no liability for any funds, transactions, or communications conducted outside its approved escrow process.

4. KYC, Accreditation, and Compliance

All Investors must complete Know Your Customer (KYC) and, where applicable, accreditation verification before gaining access to certain investment opportunities.

By using the Platform, you represent and warrant that:

• You are authorized to make investment decisions on behalf of yourself or your firm
• You comply with all applicable securities laws and accreditation requirements
• You will not misrepresent your identity, affiliation, or investment authority

Pitch Capital reserves the right to deny or suspend access if verification is incomplete or unsatisfactory.

5. Confidentiality and Use of Information

Investors agree that all materials, documents, pitch decks, or data shared through the Platform are confidential and proprietary to the respective founders and Pitch Capital.

You agree not to:

• Reproduce, distribute, or disclose any confidential materials to third parties
• Use proprietary information to compete with, solicit, or disadvantage founders or Pitch Capital
• Circumvent the Platform to contact, invest in, or acquire a company introduced through Pitch Capital

Any breach of confidentiality or unauthorized disclosure constitutes grounds for immediate termination and potential legal action.

6. No Guarantee of Results

Pitch Capital makes no representation or warranty regarding the success, suitability, or outcome of any investment opportunity.

All decisions and due diligence are the sole responsibility of the Investor. Pitch Capital shall not be liable for any loss, claim, or damage arising from reliance on any information, materials, or representations made through the Platform.

7. Monitoring, Enforcement, and Violations

Pitch Capital reserves the right to monitor all activity on the Platform for compliance and quality control.

Violations of these Terms may result in:

• Immediate account suspension or permanent ban
• Termination of access to all deals and communications
• Legal remedies for breach, damages, or circumvention
• Notification to regulatory authorities if applicable

8. Limitation of Liability

To the maximum extent permitted by law, Pitch Capital and its affiliates shall not be liable for any indirect, incidental, consequential, or punitive damages, including loss of profits, goodwill, or business opportunities.

Pitch Capital's aggregate liability under these Terms shall not exceed the total amount paid by the Investor to Pitch Capital in the preceding twelve (12) months.

9. Indemnification

You agree to indemnify and hold harmless Pitch Capital, its officers, employees, and affiliates from any claim, liability, or expense arising from:

• Your use or misuse of the Platform
• Your violation of these Terms or any applicable law
• Any dispute between you and another User

10. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Florida. Any dispute or claim shall be brought exclusively in the courts of Miami-Dade County, Florida, and each party consents to such jurisdiction and venue.

11. Modifications

Pitch Capital reserves the right to amend or update these Terms at any time. Continued use of the Platform constitutes acceptance of the updated Terms.

12. Contact Information

For compliance, escrow, or platform-related inquiries, please contact: