Terms of Service

Last updated: 2024-12-19

1. Acceptance of Terms

By accessing and using TrancheBook, you accept and agree to be bound by the terms and provision of this agreement. If you do not agree to these terms, you must not use the platform.

2. Platform Model and Services

TrancheBook operates as a bulletin-board style marketplace that facilitates connections between sellers of private company equity holdings and eligible investors. Our platform uses a deal-desk assisted workflow to review and facilitate discussions between parties.

Important limitations:

  • This platform does not provide automated trade coordination
  • This platform does not maintain an order book or matching engine
  • This platform does not offer "Buy Now" functionality or instant trade coordination
  • All transaction steps (documentation, settlement, payment, share transfer) occur off-platform with manual coordination
  • An Indication of Interest (IOI) is non-binding and is not an order or offer

EU Regulatory Status (MV1): In MV1, this platform does not operate as a multilateral trading facility (MTF) or organized trading facility (OTF) under MiFID II. The platform operates as a passive bulletin board with deal desk facilitation only. There is no automated matching, no order book, andno continuous trading functionality.

3. Access Restrictions and Eligibility

Access to TrancheBook is restricted to eligible, professional, and sophisticated investors. Verification and eligibility review are required before you can participate in any activities on the platform.

This platform is intended for:

  • Professional investors as defined by applicable EU/EEA regulations
  • Sophisticated high net worth individuals
  • Institutional investors

Retail investors are not eligible to use this platform. We reserve the right to verify your eligibility and may restrict or terminate access if you do not meet these requirements.

4. Indications of Interest

When you express an indication of interest (IOI) for a listing on the platform, you acknowledge and agree that:

  • The IOI is non-binding and does not constitute an order, offer, or binding commitment
  • The IOI is a request for the deal desk to facilitate an introduction and discussion
  • Any subsequent transaction is subject to issuer consent and Right of First Refusal (ROFR) requirements
  • Listings and opportunities may be withdrawn at any time
  • There is no guarantee that an IOI will result in a transaction

5. Transfer Restrictions and Issuer Consent

All transfers of private company securities are subject to:

  • Issuer consent and approval requirements
  • Right of First Refusal (ROFR) and other transfer restrictions
  • Compliance with applicable securities laws and regulations
  • Cap table and shareholder agreement restrictions

The platform facilitates coordination of these processes but does not guarantee that any transfer will be approved or completed. Opportunities may be withdrawn, and transactions may not proceed for any reason.

6. Investment Risks and Disclaimers

Investments in private company securities carry significant risks, including but not limited to:

  • Illiquidity: Private securities are illiquid and may be difficult or impossible to sell
  • Valuation Uncertainty: Valuations are estimates and may not reflect actual market value
  • Potential Total Loss: You may lose your entire investment
  • No Guarantee of Liquidity: There is no guarantee that you will be able to sell securities or find buyers
  • Company Risk: Private companies may fail, resulting in total loss of investment
  • Regulatory Risk: Changes in regulations may affect the ability to transfer or hold securities

Past performance is not indicative of future results. You should consult with qualified financial, legal, and tax advisors before making any investment decisions.

7. Use License and Restrictions

Permission is granted to access and use TrancheBook for its intended purpose as a bulletin-board marketplace. Under this license you may not:

  • Modify or copy the materials or content
  • Use the platform for any unauthorized commercial purpose
  • Attempt to reverse engineer any software contained on TrancheBook
  • Remove any copyright or other proprietary notations from the materials
  • Access the platform if you are not an eligible investor
  • Use automated systems or bots to access the platform

8. Limitation of Liability

In no event shall TrancheBook or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on TrancheBook. The platform provides information and facilitation services only and does not guarantee transaction completion, liquidity, or investment returns.

9. Contact Information

For questions about these Terms of Service, please contact us at legal@tranchebook.com.