Terms of Service

These Terms of Service (the "Terms") form a binding legal agreement between you ("you" or "User") and Noble Partners LLC, a Texas limited liability company doing business as WaterfallOne, together with its affiliated entities, individuals, officers, directors, managers, members, employees, agents, contractors, investors, licensors, and future parent, subsidiary, or successor organizations (collectively, "WaterfallOne," "we," "us," or "our"). These Terms govern your access to and use of WaterfallOne's software, websites, applications, application programming interfaces, chatbots, learn articles, documentation, and related services (collectively, the "Service").

By creating an account, starting a trial, accessing the Service, or clicking any "I agree" button or similar affirmation, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not use the Service. If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization and that the organization accepts these Terms.

Important — please read carefully. These Terms include an arbitration clause and class action waiver (Section 14) that limit how disputes may be resolved. They also disclaim warranties and limit our liability (Sections 10 and 11), require you to indemnify us (Section 12), and reserve our right to suspend, terminate, modify, or discontinue the Service at any time (Sections 3 and 13). Your use of the Service is conditioned on acceptance of these provisions.

1. Definitions

"Account" means the registered user account you create to access the Service.

"User Inputs" means any data, information, files, parameters, selections, configurations, or other content you submit to, upload to, or enter into the Service.

"Outputs" means any calculations, reports, waterfall distributions, schedules, summaries, exports, visualizations, or other information generated by the Service in response to User Inputs.

"Subscription" means any paid or free plan under which you access the Service, including any free trial period.

"Documentation" means any knowledge-base article, learn article, help center page, tooltip, or written guidance we publish describing the Service.

2. Eligibility & Accounts

You must be at least eighteen (18) years of age and legally competent to enter into a binding contract to use the Service. If you are accessing the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms, and references to "you" include both you individually and that organization.

You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account, whether or not authorized by you. You agree to notify us promptly at support@waterfallone.com of any unauthorized use of your Account or any other suspected security breach.

You agree to provide accurate, current, and complete information when creating an Account and to keep this information up to date.

Sanctions & export compliance. You represent and warrant that (a) you are not located in, organized under the laws of, or ordinarily resident in any country or territory that is the subject of comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, and Zaporizhzhia regions); (b) you are not identified on any U.S. government list of restricted or denied parties, including the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce's Denied Persons or Entity List, or the U.S. Department of State's debarred list; and (c) you will not access or use the Service in violation of any applicable U.S. or foreign export control, sanctions, or anti-corruption laws.

3. License & Acceptable Use

Subject to your compliance with these Terms, WaterfallOne grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business or personal purposes during your Subscription.

You agree NOT to, and NOT to permit any third party to:

• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or internal structure of the Service;
• copy, modify, translate, adapt, or create derivative works of the Service or any portion thereof;
• circumvent or attempt to circumvent any authentication, rate-limiting, access control, or security mechanism;
• use the Service to build, train, or improve any competing product, model, or dataset;
• scrape, crawl, or extract data from the Service by automated or manual means other than the Service's intended interfaces;
• resell, rent, lease, or sublicense access to the Service, or grant access to anyone outside your organization;
• use the Service in any manner that violates applicable law, regulation, or third-party rights;
• upload or transmit any content that is illegal, infringing, defamatory, harassing, or harmful;
• interfere with or disrupt the integrity or performance of the Service or the data contained therein;
• use the Service to process data that is subject to heightened regulatory protections (including regulated health information or classified government data) without our prior written consent.

We reserve the right to suspend or terminate your access to the Service if we determine, in our sole discretion, that you have violated these Terms.

3.1 Service Modifications & Discontinuation

We may, at any time and in our sole discretion, modify, suspend, discontinue, or impose limits on the Service or any feature, functionality, integration, plan, or component of the Service, with or without notice. We will not be liable to you or any third party for any modification, suspension, discontinuation, or limitation of the Service, except that if we permanently discontinue a paid plan in its entirety, we will provide a pro-rata refund of any prepaid, unused fees for that plan.

3.2 Beta, Alpha & Early-Access Features

From time to time, we may make available beta, alpha, preview, early-access, experimental, or developer-preview features (collectively, "Beta Features"). Beta Features are provided "AS-IS" and "AS-AVAILABLE," may contain bugs, errors, or inaccuracies, may be unstable or modified or withdrawn at any time, are not covered by any service-level commitment, and are subject to the disclaimers and limitations of liability in Sections 10 and 11 in their entirety. Your use of Beta Features is at your sole risk.

4. User Inputs, Calculations & Outputs

Critical notice on calculations and outputs.

WaterfallOne is a deterministic calculation engine that processes User Inputs according to a proprietary algorithm. The Service does not exercise professional judgment, does not verify the accuracy or completeness of User Inputs, and does not substitute for professional advice of any kind.

WaterfallOne makes NO REPRESENTATIONS OR WARRANTIES, express or implied, regarding the accuracy, completeness, reliability, timeliness, correctness, lawfulness, or suitability of any Output for any particular purpose. All Outputs depend entirely on the accuracy, completeness, and lawfulness of User Inputs provided by you.

You acknowledge and agree that:

1. You are solely responsible for the accuracy, completeness, lawfulness, and appropriateness of all User Inputs;
2. You are solely responsible for reviewing, validating, auditing, and verifying all Outputs before relying on them for any purpose;
3. Outputs are NOT legal advice, accounting advice, tax advice, audit opinions, investment advice, fiduciary advice, actuarial advice, or professional advice of any kind;
4. Outputs are NOT a substitute for independent review by qualified attorneys, accountants, auditors, fund administrators, tax professionals, or other licensed advisors; and
5. You will not rely on Outputs for any commercial, legal, tax, regulatory, fiduciary, accounting, audit, investor-communication, or investor-distribution purpose without independent verification by a qualified professional.

To the fullest extent permitted by applicable law, WaterfallOne shall not be liable for any errors, inaccuracies, omissions, losses, damages, or consequences of any kind arising from or related to User Inputs, Outputs, or reliance on Outputs, whether caused by the Service, by third parties, by the User, or by any other person or system.

You retain all right, title, and interest in your User Inputs. You grant WaterfallOne a worldwide, royalty-free, non-exclusive license to use, host, store, reproduce, transmit, and process User Inputs solely as necessary to operate, maintain, improve, secure, and support the Service and to comply with legal obligations.

4.1 Investor Data

The Service permits you to create investor records associated with assets you manage. As between you and WaterfallOne, you are the controller of all investor information you enter into the Service, and WaterfallOne is solely a processor of such information. You represent and warrant that (a) you have all rights, consents, and authorizations necessary under applicable law to enter investor information into the Service and to instruct WaterfallOne to process it as contemplated by these Terms; (b) your use of the Service complies with all applicable privacy, data-protection, securities, fund-administration, and investor-disclosure laws and regulations; and (c) you, and not WaterfallOne, are responsible for all communications, reports, statements, distributions, and disclosures to your investors, limited partners, or beneficial owners. You will defend, indemnify, and hold WaterfallOne harmless from any claim brought by an investor, limited partner, beneficial owner, regulator, or other third party arising from or related to investor data or any reliance placed on Outputs.

4.2 AI-Assisted Features

The Service includes AI-assisted features, including a conversational support assistant ("Cal") that uses third-party large language models. Responses from Cal and other AI-assisted features are generated automatically, may contain errors or inaccuracies, do not reflect the views or commitments of WaterfallOne, and are subject to the same disclaimers and limitations in Sections 10 and 11 as all other Outputs. AI-generated responses are not professional advice and must not be relied upon for any legal, tax, accounting, audit, regulatory, fiduciary, or investor-facing purpose.

5. Fees, Trials & Billing

5.1 Subscription Fees

Subscription fees for the Service are described on our pricing page and are incorporated by reference into these Terms. We may change pricing at any time; changes will not affect your current paid billing period but will apply to subsequent renewals.

5.2 Billing & Auto-Renewal

Paid Subscriptions are billed in advance on the billing interval you selected (monthly or annual) and will automatically renew at the end of each billing interval at the then-current list price unless you cancel prior to renewal. You authorize us, or our payment processor (Stripe, Inc.), to charge your payment method on a recurring basis.

5.3 Free Trials

We may offer free trials. Unless stated otherwise, free trials convert into a paid Subscription at the end of the trial period, and your payment method will be charged for the next billing interval unless you cancel prior to the end of the trial.

5.4 Cancellations, Downgrades & Refunds

All fees are paid in advance for the full billing interval you selected and are non-refundable, in whole or in part, except where required by applicable law. We do not provide pro-rated refunds, partial refunds, credits, or account credits for any reason, including but not limited to: cancellation, downgrade to a lower-priced plan, switching billing intervals, voluntary non-use of the Service, loss of access due to your acts or omissions, or termination of your Account by you for any reason.

Cancellation. You may cancel your Subscription at any time. Cancellation stops future renewals. Your paid Subscription will remain active until the end of the then-current billing interval that you have already paid for, after which your access will automatically downgrade to the Free plan (or, if a Free plan is not offered for your use case, will terminate). You will not be charged again unless you reactivate or re-subscribe.

Downgrades. If you downgrade to a lower-priced plan, the downgrade and any associated feature or usage limits take effect at the end of the current billing interval. No portion of fees already paid for a higher tier will be refunded or credited.

Discretionary refunds. Any refund issued by us, whether for a current or prior billing interval and whether or not required by law, is granted in our sole discretion. When we issue any refund, your right to access the Service and all paid features associated with that refund terminates immediately upon refund, regardless of how much of the billing interval remains. Issuing a refund does not waive any other provision of these Terms.

Chargebacks. If you initiate a chargeback or payment dispute for fees you owe under these Terms, we may immediately suspend or terminate your Account and your access to the Service pending resolution.

5.5 Taxes

Fees are exclusive of all applicable sales, use, value-added, withholding, and similar taxes, which are your responsibility.

5.6 Late Payments; Payment Failure

If a payment fails, we may suspend or terminate your access to the Service until payment is made. We may also charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law.

6. Intellectual Property

The Service, including all software, algorithms, user interfaces, Documentation, designs, logos, trademarks, trade dress, graphics, and content (excluding your User Inputs), is owned by WaterfallOne or its licensors and is protected by United States and international intellectual property laws. No rights are granted to you other than the limited license expressly provided in Section 3.

You may not use our name, logo, trademarks, or trade dress without our prior written consent.

If you provide us with feedback, suggestions, feature requests, or ideas regarding the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use and exploit such Feedback for any purpose without obligation or compensation to you.

7. Confidentiality & User Data

We will treat your User Inputs as confidential and will not disclose them to third parties except: (a) to our service providers and subprocessors who need access to operate the Service and who are bound by confidentiality obligations; (b) as required by applicable law, legal process, or governmental request; (c) to protect our rights, property, or safety, or the rights, property, or safety of others; or (d) with your consent.

You agree to treat any non-public information about the Service (including prices, roadmaps, Documentation marked confidential, beta features, and source code visible through the Service) as confidential and not disclose it to third parties without our prior written consent.

8. Privacy

Our collection, use, and disclosure of personal information in connection with the Service is described in our Privacy Policy, which is incorporated into these Terms by reference.

9. Third-Party Services

The Service may integrate with or rely on third-party services (including Stripe for payments, Supabase for authentication and database infrastructure, Vercel for hosting, Resend for email, and others). Your use of those third-party services is governed by their respective terms and privacy policies, not by these Terms. We are not responsible for the availability, accuracy, content, or practices of third-party services.

10. Disclaimer of Warranties

The Service, including all software, content, Outputs, Documentation, and related materials, is provided on an "AS-IS" and "AS-AVAILABLE" basis, with all faults and without warranties of any kind, whether express, implied, statutory, or otherwise.

To the maximum extent permitted by applicable law, WaterfallOne expressly disclaims all warranties, including the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, and accuracy of informational content, and any warranties arising from course of dealing, course of performance, or usage of trade.

Without limiting the foregoing, WaterfallOne does not warrant that: (a) the Service will be uninterrupted, error-free, secure, or available at any particular time or location; (b) any errors or defects will be corrected; (c) the Service is free of viruses, malware, or other harmful components; (d) Outputs will be accurate, reliable, complete, lawful, or suitable for any purpose; or (e) the Service will meet your specific requirements or expectations.

No advice or information, whether oral or written, obtained from WaterfallOne or through the Service shall create any warranty not expressly stated in these Terms.

11. Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall WaterfallOne be liable to you or to any third party for any damages whatsoever, including any indirect, incidental, consequential, special, exemplary, punitive, or other damages of any kind, including but not limited to lost profits, lost revenue, lost business opportunities, loss of data, loss of goodwill, loss of investor relationships, loss of use, cost of substitute services, business interruption, or regulatory penalties, arising out of or in connection with these Terms, the Service, any Output, any inability to access or use the Service, or any act or omission of WaterfallOne, even if WaterfallOne has been advised of the possibility of such damages.

WaterfallOne's total aggregate liability, if any, to you for any and all claims arising out of or related to these Terms or the Service, under any theory of liability (whether in contract, tort, statute, strict liability, equity, or otherwise), shall not exceed the greater of (a) the total fees actually paid by you to WaterfallOne in the twelve (12) months immediately preceding the event first giving rise to the claim, or (b) one hundred U.S. dollars (USD $100.00).

The limitations in this Section 11 apply regardless of the legal or equitable theory on which the claim is based (contract, tort, negligence, strict liability, statute, or otherwise) and apply even if any limited remedy is found to have failed of its essential purpose. The parties acknowledge that the disclaimers, limitations, and exclusions in Sections 10, 11, and 12 are an essential basis of the bargain between them, and that absent these provisions, the economic terms of the Service would be materially different.

Nothing in these Terms is intended to exclude or limit liability that cannot be excluded or limited under applicable law, including (where applicable) liability for fraud, fraudulent misrepresentation, gross negligence, willful misconduct, or death or personal injury caused by negligence. Some jurisdictions do not allow certain limitations of liability, so the above limitations may not apply to you in full; in such jurisdictions, WaterfallOne's liability is limited to the minimum amount permitted by law. Each limitation in this Section 11 is independent of all other limitations and remains in effect even if any one limitation is held unenforceable.

12. Indemnification

You agree to defend, indemnify, and hold harmless WaterfallOne, its affiliates, officers, directors, employees, agents, investors, future parent organizations, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or related to: (a) your User Inputs; (b) your Outputs and any reliance placed on Outputs by you or any third party; (c) your use or misuse of the Service; (d) your breach or alleged breach of these Terms; (e) your violation of any applicable law or third-party right; or (f) your negligence or willful misconduct. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with our defense.

13. Term & Termination

These Terms begin when you first access the Service or create an Account and continue until terminated.

Termination by you. You may terminate by canceling your Subscription in the Service and ceasing all use. Cancellation will stop future renewals but will not entitle you to a refund for fees already paid except as required by applicable law.

Termination or suspension by us. We may suspend, restrict, modify, or terminate your access, your Account, your Subscription, or these Terms at any time, with or without notice, for any reason or no reason, in our sole and absolute discretion, including (without limitation) if we determine that you have breached these Terms, that continued use poses a security, legal, regulatory, reputational, or operational risk, that you have failed to pay any amount when due, that an investigation or legal process so requires, or that we are modifying or discontinuing the Service or any portion thereof. Upon termination, your license to the Service ends immediately, and your right to access the Service ceases. We will not be liable to you or any third party for any suspension, termination, or discontinuation undertaken in accordance with this Section.

Effect of termination. Sections 1, 4, 5 (for accrued fees), 6, 7, 8, 9, 10, 11, 12, 14, 15, and 16, and any other provision that by its nature should survive, will survive termination of these Terms for any reason.

Data after termination. Following termination, we may retain, delete, or anonymize User Inputs in accordance with our data retention practices and applicable law. You are responsible for exporting any User Inputs you wish to preserve prior to termination. We will have no liability for any loss of User Inputs occurring after termination, and we are under no obligation to maintain or provide any User Inputs after termination unless required by law.

14. Dispute Resolution; Arbitration & Class Action Waiver

Please read this section carefully — it affects your legal rights.

14.1 Informal Resolution

Before filing any claim, you agree to attempt to resolve the dispute informally by contacting support@waterfallone.com with a written description of the claim and the relief sought. We agree to attempt to resolve the claim informally within thirty (30) days of receipt. This informal process is a condition precedent to any arbitration or court proceeding.

14.2 Binding Arbitration

Except as expressly provided below, any claim, dispute, or controversy arising out of or relating to these Terms or the Service shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, with the arbitration seated in Austin, Texas, and conducted in English. The Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) governs the interpretation and enforcement of this arbitration provision. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

14.3 Class Action Waiver

You and WaterfallOne 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, representative, or consolidated action or proceeding. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

14.4 Waiver of Jury Trial

You and WaterfallOne each expressly waive any right to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to these Terms or the Service.

14.5 Exceptions

Notwithstanding the above: (a) either party may bring an action in a court of competent jurisdiction for injunctive, equitable, or similar relief for intellectual property infringement, misappropriation of trade secrets, or breach of confidentiality; and (b) either party may bring claims in small claims court if the claim qualifies and is brought on an individual, non-class basis.

14.6 Opt-Out

You may opt out of the arbitration and class action waiver provisions of this Section 14 by sending written notice of your decision to opt out to support@waterfallone.com within thirty (30) days of first accepting these Terms. Your notice must include your full legal name, mailing address, email address used to create the Account, and a clear statement that you wish to opt out of arbitration.

14.7 Severability of Arbitration Provision

If the class action waiver in Section 14.3 is held to be unenforceable with respect to a particular claim, that claim will be severed and proceed in court, but all other claims and provisions of this Section 14 will remain in full force and effect.

15. Changes to These Terms

We may update these Terms from time to time. We will indicate the "Effective" date and version number at the top of this document. For material changes, we will provide reasonable advance notice by posting the updated Terms, sending an email to the address associated with your Account, or displaying a notice within the Service. Your continued use of the Service after changes become effective constitutes your acceptance of the updated Terms. If you do not agree, you must stop using the Service.

16. General Provisions

16.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Texas, United States, without regard to conflict-of-laws principles. Subject to Section 14, the exclusive jurisdiction and venue for any action not subject to arbitration shall be the state and federal courts located in Travis County, Texas.

16.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to render it enforceable while preserving the parties' original intent.

16.3 No Waiver

Our failure to enforce any provision of these Terms will not be construed as a waiver of our right to enforce that provision in the future.

16.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms at any time without notice, including to any affiliate or successor entity (by merger, acquisition, sale of assets, or otherwise).

16.5 Force Majeure

Except for the obligation to pay amounts due, neither party will be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, labor disputes, supply-chain disruptions, government action, sanctions, embargoes, power or telecommunications outages, cyber incidents, denial-of-service attacks, or failures of third-party services, networks, hosting, or infrastructure.

16.6 Relationship of the Parties

Nothing in these Terms creates any agency, partnership, joint venture, fiduciary, advisory, or employment relationship between you and WaterfallOne. WaterfallOne is not your accountant, auditor, attorney, fund administrator, investment adviser, or fiduciary, and disclaims any such role.

16.7 Notices

We may send notices to you at the email address associated with your Account or by posting within the Service. You may send notices to us at support@waterfallone.com. Notices are deemed given when sent.

16.8 Entire Agreement; No Reliance

These Terms, together with the Privacy Policy and any order form or schedule referencing these Terms, constitute the entire agreement between you and WaterfallOne regarding the Service and supersede all prior or contemporaneous agreements, understandings, communications, marketing materials, demonstrations, proposals, and representations, whether written or oral. You acknowledge that you have not relied on any statement, promise, representation, warranty, assurance, projection, demonstration, marketing claim, learn article, blog post, chatbot response, or other communication not expressly set forth in these Terms. Any pre-contractual statement is excluded to the maximum extent permitted by applicable law.

16.9 Prevailing Party; Attorneys' Fees

In any action, arbitration, or proceeding (other than a small-claims action) arising out of or relating to these Terms or the Service, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert witness fees, and costs from the non-prevailing party, in addition to any other relief awarded.

16.10 Headings

Section headings are inserted for convenience only and do not affect the interpretation of these Terms.

16.11 Construction

These Terms have been negotiated by the parties and shall not be construed against either party as the drafter. The words "include," "includes," and "including" are deemed to be followed by the words "without limitation."

16.12 Third-Party Beneficiaries

Except for WaterfallOne's affiliates, officers, directors, managers, members, employees, agents, contractors, investors, licensors, and successors (each of whom is an intended third-party beneficiary of Sections 10, 11, 12, and 14), these Terms do not confer any rights on any third party.

16.13 English Language

These Terms are in English. Any translation is provided for convenience only, and the English version controls.

16.14 Statute of Limitations

To the maximum extent permitted by applicable law, any claim arising out of or related to these Terms or the Service must be filed within one (1) year after the cause of action accrues, or be permanently barred.

17. Contact & Entity Information

Questions about these Terms may be sent to support@waterfallone.com.

WaterfallOne is operated by Noble Partners LLC, a Texas limited liability company (Texas Secretary of State File No. 0806561351, formed April 22, 2026). Legal and formal notices may be sent to the registered agent of Noble Partners LLC in the State of Texas: Northwest Registered Agent, LLC, 5900 Balcones Drive Ste 100, Austin, TX 78731.

You acknowledge that you have read and understood these Terms and agree to be bound by them.