Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website located at utopiafunders.com (the "Site") and any related services offered by Utopia Funders LLC ("Utopia Funders," "we," "us," or "our"). By accessing the Site, submitting an application, or otherwise using our services, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Site or our services.

Utopia Funders operates a private, invitation-oriented matchmaking and introduction service connecting capital seekers with prospective investors across select sectors, including real estate, technology, infrastructure, energy, hospitality, healthcare, and artificial intelligence (the "Services"). Utopia Funders facilitates introductions between parties based on information submitted through the Site. Utopia Funders is not a party to, and assumes no responsibility for, any transaction, investment, financing arrangement, or agreement that may result from an introduction.

Utopia Funders is not a broker-dealer registered with the U.S. Securities and Exchange Commission (SEC) or any state securities regulator, and is not a registered investment adviser under the Investment Advisers Act of 1940 or any state law. We do not offer or sell securities, do not provide investment, legal, tax, or financial advice, and do not recommend, endorse, or guarantee any investment, capital seeker, investor, or transaction. Nothing on the Site or provided through the Services constitutes an offer to sell or a solicitation of an offer to buy any security. Any decision to invest in, lend to, or transact with any party introduced through the Services is made solely at that party's own discretion and risk, and we strongly encourage all users to conduct independent due diligence and consult qualified legal, financial, and tax professionals before entering into any transaction.

You must be at least 18 years old and have the legal capacity to enter into a binding contract to use the Services. If you are using the Site on behalf of a company, fund, or other entity, you represent that you have the authority to bind that entity to these Terms.

When you submit a funding application, investor application, contact form, or other materials through the Site (including pitch decks, financial models, project overviews, or investment criteria), you represent that the information provided is accurate, complete, and not misleading, and that you have the right to share any materials you submit. Utopia Funders reserves sole discretion to determine whether, when, and to whom any introduction is made, and does not guarantee that any submission will result in an introduction, a meeting, or any transaction.

Utopia Funders treats submitted financial information and business materials as confidential and will not disclose them to prospective counterparties except as reasonably necessary to facilitate a potential introduction, or with your consent. We may require parties to execute a separate non-disclosure agreement before exchanging sensitive materials. Beyond these commitments, use of the Site does not create a confidential or fiduciary relationship between you and Utopia Funders.

Engagements facilitated by Utopia Funders may be subject to fees, which may include success-based fees payable upon completion of a transaction resulting from an introduction. Specific fee arrangements, where applicable, will be set out in a separate written engagement letter or agreement and are not established by these Terms.

All content on the Site, including text, graphics, logos, and design elements, is owned by or licensed to Utopia Funders and is protected by copyright, trademark, and other intellectual property laws. You may not copy, reproduce, distribute, or create derivative works from the Site's content without our prior written consent.

You agree not to:

• Submit false, misleading, or fraudulent information in any application or communication;
• Use the Site to solicit parties for purposes outside the scope of the Services, or to circumvent an introduction fee owed to Utopia Funders;
• Attempt to gain unauthorized access to the Site, other users' data, or Utopia Funders' systems;
• Use the Site in violation of any applicable law, including securities laws; or
• Scrape, harvest, or otherwise extract data from the Site by automated means.

Utopia Funders makes no representation or warranty regarding the likelihood, timing, terms, or success of any introduction, financing, investment, or transaction. Any introduction is provided on an "as-is" basis, and all parties are responsible for their own due diligence, negotiation, and documentation.

The Site and Services are provided "as is" and "as available," without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Site will be error-free, secure, or uninterrupted, to the fullest extent permitted by law.

To the fullest extent permitted by law, Utopia Funders and its members, managers, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunity, arising out of or related to your use of the Site or Services, even if advised of the possibility of such damages. Utopia Funders' total aggregate liability for any claim arising out of these Terms shall not exceed five hundred U.S. dollars ($500).

You agree to indemnify and hold harmless Utopia Funders and its members, managers, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of your use of the Site, your violation of these Terms, or your submission of inaccurate or misleading information.

Utopia Funders may suspend or terminate your access to the Site or Services at any time, with or without notice, for any reason, including violation of these Terms. You may stop using the Site at any time.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, rather than in court, except that either party may bring an individual action in small claims court. The arbitration shall be conducted by a single arbitrator in Miami-Dade County, Florida, and judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver: You and Utopia Funders agree that any arbitration or proceeding shall be conducted only on an individual basis and not in a class, consolidated, or representative action.

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles, except to the extent governed by the Federal Arbitration Act with respect to Section 15.

We may update these Terms from time to time. The "Effective Date" above reflects the most recent revision. Continued use of the Site after changes take effect constitutes acceptance of the revised Terms.

Questions about these Terms may be directed to contact@utopiafunders.com.