Terms of Service

Proladex, LLC ("Proladex") provides investment professionals such as venture capital, private equity and private credit firms, as well as family offices with access to a curated network of vetted service providers tailored to the investment industry. It allows selected service providers to showcase their services and investment professionals to research and contact those service providers. (Participating investment professionals are referred to collectively herein as "Users" and the service providers are referred to as "Vendors." Users and Vendors, taken together, are "Proladex Members.") The following Terms of Use outline Users' and Vendors' obligations when using the Proladex website, and Services (defined below.)

1. ACCEPTANCE OF TERMS

The Proladex website available at Proladex, (taken together, the "Sites"), and the various content, features, and services offered on and in connection with these (collectively, the "Services") are owned and operated by Proladex and can only be accessed and used by you under the Terms of Use described below ("Terms of Use.")

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING, DOWNLOADING, OR USING ANY OF THE SERVICES, YOU AGREE TO BECOME BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO ALL THE TERMS OF USE, THEN YOU MAY NOT ACCESS AND USE THE SERVICES.

2. MODIFICATIONS OF TERMS OF USE

Proladex may, in its sole discretion and without prior notice, modify these Terms of Use at any time effective upon posting the modified Terms of Use on the Sites as reflected in the "Last Updated" line set forth below. You are responsible for regularly reviewing information posted on the Sites to obtain timely notice of any changes; however, Proladex will notify you when material changes have been made. If you do not agree to the amended terms, you agree to immediately stop using the Services and to provide Proladex notice to remove you from the Sites and from any distribution lists or other communications that are available to you through your use of the Services. (Such notice will not impact any direct communications established between Users and Vendors outside of the Services.) YOUR CONTINUED USE OF THE SITE AND SERVICES AFTER SUCH POSTING OR OTHER NOTIFICATION MEANS THAT YOU ACCEPT AND AGREE TO BE BOUND BY THE MODIFIED TERMS OF USE.

3. USE OF THE SITE AND SERVICES

Subject to full compliance with these Terms of Use, Proladex grants authorized Users and Vendors a nonexclusive, nontransferable, non-sublicensable, terminable license to access and use the Services for your personal use. Proladex may modify, update, suspend or discontinue the Services, in whole or in part, at our sole discretion for any or no reason, at any time and with or without notice. Proladex shall not be liable to any User or other third party for any such modification, update, suspension or discontinuance.

When using, accessing, or purchasing particular services or features of the Services, you shall be subject to any posted agreements, guidelines, or rules applicable to such services or features that may be posted from time to time. All such agreements, guidelines, or rules are hereby incorporated by reference into the Terms of Use.

The Services may be subject to limitations, delays, failure, and other problems inherent in the use of the Internet and electronic communications. Proladex is not responsible for any delays, failures or other damage resulting from such problems.

While we do, as a part of the Services, conduct reference checks on prospective Vendors, the inherent nature of a reference check is subjective. Proladex will use best commercial efforts to verify Vendor capabilities through the reference checking process, but may not be held liable for any failures or misrepresentations by any Vendor.

4. PROLADEX MEMBER CONDUCT

As a condition of your access and use of the Services and your submission of or access to any communications, information, data, text, photographs, or other materials on the Services (collectively, the "Content"), you agree not to use the Services for any purpose that is unlawful or prohibited by these Terms of Use, or any other purpose not reasonably intended by Proladex. By way of example, and not as a limitation, you agree to not (without the express written consent of Proladex, which consent may be withheld by Proladex in our sole discretion):

  • violate these Terms of Use and/or other applicable agreement with Proladex;
  • use the Services in any manner that violates any relevant law or that infringes, misappropriates or violates any third party's rights, including, but not limited to, providing any Content that may infringe, misappropriate or violate a third party's rights;
  • use the Services or its Content for any purposes not authorized by these Terms of Use;
  • reproduce, duplicate, copy, modify, sell, re-sell or exploit any Content or the Services for any commercial, educational, or any other purpose unrelated to your decisions relating to engaging and/or working with another Proladex Member;
  • attempt to interfere with the proper working of the Services or any activities conducted on the Services;
  • harass, threaten, intimidate, impersonate, or attempt to impersonate, any other person, falsify your contact or other information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with Proladex;
  • knowingly provide or submit false or misleading information;
  • use the Services in any way that could interfere with the rights of Proladex or the rights of other Proladex Members;
  • attempt to gain unauthorized access to any portion or feature of the Services, or any other systems or networks connected to the Services or to any server used by Proladex, other Proladex Member accounts, or other computer systems or networks connected to the Services including by hacking, password 'mining' or any other illegitimate or unauthorized means, including attempting to obtain password, account, or any other personal or private information from any other Proladex member;
  • sell, share, or otherwise transfer your account Username, password, other information, or your rights or obligations under these Terms of Use;
  • transmit or submit any transmission or other materials that are encrypted or that contains viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines that is likely or intended to damage, interfere with, disrupt, impair, disable or otherwise overburden the Services;
  • access, download, monitor, or copy any information contained on our Services through artificial means (including but not limited to use any 'deep-link', 'scraper', 'robot', 'spider' or other automatic device, program, algorithm or methodology, or any similar or equivalent automatic or manual process, or in any way reproduce or circumvent the navigational structure or presentation of the Services or any content, to obtain or attempt to obtain any Content, materials, documents or information through any means not purposely made available through the Services; or
  • probe, scan or test the vulnerability of the Services or any network connected to the Services, nor breach the security or authentication measures on or of the Services or any network connected to the Services. You may not reverse look-up, trace or seek to trace any information on any other Proladex Member, including any Proladex account not owned by you, to its source, or exploit the Services or any service or information made available or offered by or through the Services, in any way where the purpose is to reveal any information, including but not limited to personal identification or information other than your own information, except as expressly authorized by Proladex and provided for by these Terms of Use.

5. REGISTRATION INFORMATION

Proladex Members must create an account and provide login information such as a Username and password to access and utilize their account and make use of the Services. If you subscribe to the Services or otherwise open a Proladex account on behalf of your employer, you represent and warrant that you are an authorized representative of your employer with the authority to bind them to these Terms of Use, and that you agree to these Terms of Use on their behalf. If you contact Proladex to take any action with respect under an account, you represent and warrant that you have all necessary authority to request such actions from or on behalf of your employer. As a condition of your use of the Services, you agree to (a) provide Proladex with true, accurate, current and complete information as prompted by the Proladex's registration forms, when registering for or using the Services and (b) update and maintain the truthfulness, accuracy and completeness of such information. You are responsible for maintaining the confidentiality of any password or other account information not generally available to others and are fully responsible for all activities that occur under your Username and password. While there may be limited, legitimate reasons for creating multiple accounts, creating serial or overlapping accounts may result in account termination. Please contact us if you have questions about managing multiple accounts.

6. PROLADEX MEMBER INTERACTIONS

Proladex does not endorse and is not responsible or liable for any Content, data, advertising, products, goods or services available or unavailable from, or through, any Proladex Member. You agree that should you use or rely on such Content, data, advertisement, products, goods or services, available or unavailable from, or through any Proladex Member, Proladex is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your dealings with, or participation in promotions of any Proladex Member, and any other terms, conditions, representations or warranties associated with such dealings, are between you and such Proladex Member exclusively and do not involve Proladex. You should take whatever steps you deem necessary or appropriate before hiring a Vendor or engaging with a User.

7. INTERACTIONS WITH VENDORS

We may provide links or otherwise direct you to Vendor websites. Proladex does not control or operate any such websites. Any information you provide to these websites is subject to the respective policies of those websites, and not Proladex's policies. It is your responsibility to review such website policies, including any relevant privacy policies. You agree that Proladex will not be responsible or liable for, and does not endorse any content, advertising, goods or services provided on or through these User websites or for your use or inability to use such websites. Proladex does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give to any User websites.

You agree that Proladex is not responsible for the accessibility or unavailability of any Vendor or for your interactions and dealings with them, waive the right to bring or assert any claim against Proladex relating to any interactions or dealings with any User and release Proladex from any and all liability for or relating to any interactions or dealings with any User.

8. SUBMITTING CONTENT

As a condition of submitting any Content or other materials to the Sites or Services, you agree that:

  • you own or have secured all legal rights necessary for the Content submitted by you to be used by you, Proladex, and others as described and otherwise contemplated in these Terms of Use.
  • you grant to Proladex a royalty free, perpetual, irrevocable, worldwide, nonexclusive, transferable, and sublicensable license to use, reproduce, copy, adapt, modify, merge, distribute, publicly display, create derivative works from, incorporate such Content into the Services and other works related to the Services so that such Content operates properly within the Services;
  • you grant to Proladex all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction, distribution, or exploitation of your Content by any other party;
  • if you are a Vendor, your name and submitted Content will be made available to Users;
  • Proladex has the right to review and pre-approve any RFP or News Publication to be published as a part of the services; and
  • Proladex must pre-approve any press release by a Proladex Member mentioning Proladex or its services.

9. PUBLICATION AND DISTRIBUTION OF CONTENT

While we will attempt to verify Content, Proladex has no obligation to screen, preview, monitor or approve any Content and does not guarantee the accuracy, integrity, or quality of any Content transmitted to or through the Service. You acknowledge that Proladex simply acts as a passive conduit for the publication and distribution of Content and that all Content posted on, transmitted through or linked through the Service, are the sole responsibility of the User from whom such Content originated. You understand that Proladex does not control and is not responsible for Content made available by Proladex Members through the Service, and that by using the Service, You agree that You must evaluate and make Your own judgment, and bear all risks associated with, the use of any Content. Under no circumstances will Proladex be liable in any way for any Content, including, but not limited to, any Content that contains any errors or omissions, or confidential or private information or for any loss or damage of any kind incurred as a result of the use of any Content submitted, accessed, transmitted or otherwise conveyed via the Service. You waive the right to bring or assert any claim against Proladex relating to Content, and release Proladex from any and all liability for or relating to any Content.

Notwithstanding the Foregoing, Proladex reserves the right to review and delete any Content that, in its sole judgment, violates these Terms of Use. You agree that Proladex has no responsibility or liability for the deletion or failure to store any Content or other materials maintained or transmitted by or through the Services. You may report Content that you believe violates these Terms of Use or is otherwise unlawful by certified mail to 600 Franklin Avenue, P.O. Box 431, Garden City, New York, 11530 (for copyright complaints, please see below).

10. USER FEEDBACK

"Feedback" means any and all any communications, content or material, including, without limitation, any personal or commercial information, idea, concept, know-how or invention, you submit through your use of the Services.

Subject to these Terms of Use, you hereby irrevocably grant to Proladex an unrestricted, worldwide, perpetual, sublicensable (through multiple tiers), royalty-free fully paid, worldwide license to use, reproduce, display publicly, perform, publish, transmit, distribute and otherwise exploit such Feedback in any medium and for any purpose, and to grant sublicenses of the foregoing rights, as necessary from time to time to provide the Services You further irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity of any Feedback provided to us that you may have under any applicable law under any legal theory. You agree that you will not submit to Proladex any information or ideas that you consider to be confidential or proprietary.

11. TRADEMARKS AND COPYRIGHTS

Proladex, and related graphics, logos, designs, page headers, button icons, scripts, and service names are the trademarks or trade dress of Proladex in the U.S. and/or other countries. These trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, keyword advertisements, or email addresses, or in connection with any product or service in any manner that is likely to cause confusion.

You should assume all Content and material made available on the Services is protected by copyright law. Aside from Proladex Member-submitted Content, all other materials and other information on the Services, including, but not limited to, all text, graphics, logos, icons, images, audio and video clips, downloads, data compilations and software are the exclusive property of Proladex and/or its licensors and are protected by all United States and international copyright laws.

In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 ("DMCA"), Proladex will respond promptly to claims of copyright or trademark infringement that are reported to us.

12. Privacy

Our Privacy Policy is part of these Terms of Use. By using the Services, you agree that we can process your information in the ways described in our Privacy Policy. Without limiting the foregoing, our Services are hosted in the United States. If you are located outside of the United States and you contact us, please be advised that any information you provide to us will be transferred to the United States and that by submitting information, you explicitly authorize such transfer. We make no claim that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with all applicable local laws.

13. WARRANTIES AND DISCLAIMERS

THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND PROLADEX (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS OF USE, PROLADEX DOES NOT REPRESENT OR WARRANT THAT (I) THE /OR SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE /OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE /OR SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

IN NO EVENT WILL PROLADEX OR ANY OF ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS OR THIRD-PARTY CONTENT PROVIDERS BE HELD LIABLE FOR ANY TORTUOUS OR ILLEGAL CONDUCT OF OTHER PROLADEX MEMBERS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PROLADEX OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN AN AGREEMENT.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IN SUCH STATES OR JURISDICTIONS, PROLADEX'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

14. INDEMNITY

You agree to indemnify, defend and hold harmless Proladex, its officers, managers, owners, employees, agents, designees, successors and assigns ("Proladex Parties") from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys' fees and court costs due to or arising from: (a) any violation of these Terms of Use by you; (b) the inaccurate or untruthful Content or other information provided by you to Proladex or that you submit, transmit or otherwise make available through the Service; or (c) any intentional or willful violation of any rights of another or harm you may have caused to another. Proladex will have sole control of the defense of any such damage or claim.

15. LIMITATIONS OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PROLADEX NOR ANY PROLADEX PARTIES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY SERVICES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

IN NO EVENT SHALL PROLADEX NOR ANY PROLADEX PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES (WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE, EXCEED THE GREATER OF THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IN SUCH STATES OR JURISDICTIONS, PROLADEX'S LIABILITY SHALL BE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW.

16. TERMINATION

Proladex may terminate your access to the Services immediately and without notice for any reason whatsoever. Upon such termination, you must immediately cease accessing or using the Services and agree to not access or make use of, or attempt to use, the Services. Furthermore, you acknowledge that Proladex reserves the right to take action -- technical, legal or otherwise -- to block, nullify or deny your ability to access the Services. You understand that Proladex may exercise this right in its sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies available to Proladex.

In the event of permanent discontinuance of the Services for other than your terminable offense, Proladex's liability is limited to the paid subscription price, if any, pro-rated to the amount of time remaining on the subscription.

All provisions of these Terms of Use which by their nature should survive termination shall survive the termination of your access to the Services, including, without limitation, provision regarding ownership, warranty disclaimers, indemnity, and limitations of liability.

17. NOTICES

You agree that Proladex may communicate any notices to You under these Terms of Use, through electronic mail, regular mail or posting the notices on the Site. Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent. All notices to Proladex will be provided by sending a letter, first class certified mail, to 600 Franklin Avenue, P.O. Box 431, Garden City, New York, 11530

18. GOVERNING LAW

These Terms of Use and the transactions they contemplate, including without limitation their interpretation, construction, performance and enforcement shall be governed by the laws of the State of New York, including its statutes of limitation but without reference to conflict or choice of law provisions that would result in the application of the laws of any other jurisdiction. The exclusive forum for the resolution of any dispute relating to these Terms of Use shall be in the state courts sitting in New York, NY., or, if it has jurisdiction, the United States District Court for the Eastern District of New York, and you agree to personal jurisdiction of such courts over you with regard to any dispute relating to these Terms of Use and agree to service of process on you by email to the address you have submitted on the Services, if any, and by any other means permitted by law.

19. MISCELLANEOUS

These Terms of Use and other agreements, rules, and policies incorporated by reference to these Terms of Use including, without limitation, the Privacy Policy, constitutes the entire agreement between you and Proladex. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and Proladex regarding the subject matter contained in these Terms of Use. Additional terms and conditions may exist between you and third parties, including but not limited to, Service Providers and others. You represent and warrant that those third-party agreements do not interfere with your obligations and duties to Proladex under these Terms of Use.

If you breach any term of these Terms of Use or other agreement with Proladex, Proladex may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. Proladex's remedies are cumulative and not exclusive. Failure of Proladex to exercise any remedy or enforce any portion of the Terms of Use at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter.

If any provision of the Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms of Use shall otherwise remain in full force and effect and enforceable.

20. NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, California web Users are entitled to the following specific consumer rights notice: The Services are provided by Proladex LLC 600 Franklin Avenue, P.O. Box 431, Garden City, New York, 11530. If You have any questions, concerns, or complaints regarding the Services, please contact Proladex by either visiting Member Support or sending a letter, first class certified mail, to 600 Franklin Avenue, P.O. Box 431, Garden City, New York, 11530

California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

Last Updated: 9-16-25