Terms of service

You license a workspace. Sprowtt provides configurable software and administrative workflow tools designed to help authorized users organize information, manage access, keep workflow records and present materials the company has approved.

Sprowtt provides this website as a SaaS application. It is not operated as a registered federal funding portal, broker-dealer, placement agent or investment adviser, and it is not supervised by the Florida Office of Financial Regulation or by FINRA in respect of this website.

Sprowtt never finds, matches, meets or solicits investors for anyone. It publishes no catalog of offerings, and it is not an investor-introduction service or a lead marketplace.

The company and its counsel remain responsible for the structure of the offering, its disclosures, its filings, investor eligibility, payment and escrow arrangements, and legal compliance. Every communication about the company's securities is the company's communication, including a notice this software draws onto the company's own website.

Your content, your investor list and your offering file are yours. Cancellation returns the workspace to read-only with an export.

Investor details the company enters or imports are the company's records. The company confirms it may lawfully give them to Sprowtt, and it is responsible for its own privacy notice to its investors. Sprowtt handles those details for the company, to run the company's workspace.

The company decides who is admitted to its deal room and which documents each person may see, open or download. Sprowtt records each document open and download against the version seen, and shows the company the activity in its own room.

Counsel may review deal-room sections, hold a notice until it is cleared, and return or clear a section with a reason. A hold or a clearance is counsel's act, not Sprowtt's.

The company may place Sprowtt's notice card and an investor sign-in button on its own website. The card is drawn from the company's workspace so its price, dates and legends stay current; the notice on it is the company's notice. Sprowtt may withhold a card that would show out-of-date or incomplete terms.

The company is responsible for its own website, its own privacy notice and any cookie consent its website needs. The sign-in button opens Sprowtt in a new tab; the card and the button set no cookies on the company's website. After sign-in, a link back to the company's website is offered only to an address the company registered with Sprowtt.

A company may write and send updates to the investors in its own deal room. The update is the company's communication. Every update carries an unsubscribe link, and an unsubscribe is honoured for good. Where the company's counsel reviews updates, an update waits for counsel's approval before it is sent.

A company may hold video conferences through the software, provided by Daily (daily.co) under its own terms. A conference may be recorded. When it is, the people taking part are told before they join, and the recording is kept in the company's workspace. The company is responsible for what it says in a conference and for any notice its offering requires.

In a Rule 506(c) offering an investor may verify accredited status with a third-party verification service, such as InvestReady or Verify Investor, which Sprowtt lists as a courtesy referral only: the investor uses the service directly, on its own website and under its own terms, and uploads the letter it gives them. Sprowtt does not connect to any verification service. An investor may instead upload a letter from their own attorney or certified public accountant. Each verification is valid for 90 days from the day the company accepts it, and must then be done again.

Where the company sets a minimum investment that meets the levels in the SEC staff no-action letter, Latham & Watkins LLP (March 12, 2025) — at least $200,000 for an individual, $1,000,000 for an entity accredited by its assets, and $1,000,000 or $200,000 for each equity owner for an entity whose equity owners are all accredited — an investor may instead give written statements that they are accredited and that the minimum is not financed by any third party for the specific purpose of the investment, and commit to at least that minimum. The company then confirms it has no information to the contrary before it accepts. That route counts only while the investor's subscription is at least the minimum. A staff letter is not a rule, and the company and its counsel decide whether to rely on it.

The company reviews the verification and decides whether to accept it; the company is responsible for taking reasonable steps to verify accredited status. Sprowtt does not decide whether anyone is accredited or eligible, and no AI is used in this step. A verification provider works under its own terms and charges its own fees, which Sprowtt does not receive.

Any AI tools Sprowtt provides are for companies and their counsel only, for their own information and to help them run their deal room: preparing, organizing and checking their offering materials. The AI providers Sprowtt uses include xAI and Perplexity, and Sprowtt may use others. AI output can be wrong and must be reviewed before it is relied on.

Sprowtt does not use AI to communicate with investors, to recommend or rate any offering to investors, or to influence any investor's decision to buy a security. Anything a company publishes is the company's own statement, reviewed and adopted by the company and its counsel.

Sprowtt is not intended to receive, custody, transmit or control investor funds through this platform. Investors pay the company's own account directly. Escrow, banking and payment processing sit with providers the company selects and contracts with directly, and Sprowtt receives no referral fee, commission, markup or revenue share from any of them.

Fees are a monthly subscription and are not based on the amount raised or the outcome of an offering. There is no activation fee and no success fee.

The subscription is billed monthly, in advance, and each invoice is due on the first day of the period it covers. Any use that runs into a new month is billed as that full month; there are no partial months and no proration. You may instead prepay 3 months or 6 months up front at a discount; the discount in force is shown on your billing page. Each invoice keeps the price and discount it was issued at.

Payments are recorded against your invoices. Sprowtt may offer card or other online payment through a payment processor, which would then handle your payment details under its own terms. An unpaid subscription may be suspended; the workspace then stays readable, with an export.

Nothing in Sprowtt is ever deleted. A record that is withdrawn, cancelled or entered by mistake is archived and kept in the company's archive folder, with who changed it and when. This is for regulatory and legal record-keeping: an offering's history, its notices, its investor communications and its access logs may need to be produced years later. You can ask for your personal information to be corrected, as the Privacy Policy explains.

Some features rely on providers when they are switched on: hosting in a U.S. data center, email delivery, video conferences and recording (Daily), AI (xAI, Perplexity and others) and payments. Each works under its own terms. Accreditation verification services (such as InvestReady or Verify Investor) are courtesy referrals the investor uses directly; Sprowtt does not connect to them. Where a provider verifies accreditation, processes a payment or holds escrow, that provider, not Sprowtt, performs the service.

Nothing on this website is an offer to sell or a solicitation of an offer to buy any security, investment, legal, tax, accounting or financial advice, or a recommendation of any company or investment. Completing a step in the software is not SEC approval of an offering and does not make an exemption available.

The software is provided as it is and as available. Sprowtt works to keep it accurate, secure and running, but does not promise it will be uninterrupted or free of error. To the extent the law allows, Sprowtt is not liable for indirect or consequential loss, or for the outcome of any offering, and its total liability is limited to the fees you paid Sprowtt in the twelve months before the claim.

Sprowtt may update these terms. The version you accepted is stored with your acceptance. A feature these terms describe as one Sprowtt may add is covered by them when it is switched on. If a change would materially reduce your rights, Sprowtt will tell you and ask you to accept the new version on your profile.

Questions about these terms: info@sprowtt.com.