Arthur Terms of Service

1.1“Sugar Capital,” “we,” “us,” or “our” means Sugar Capital and its affiliates, partners, employees, contractors, officers, directors, advisors, and managed funds.

1.2“You” or “User” means the person submitting Deck Materials, and (if you submit on behalf of a company or other entity) that company or entity. You represent that you have authority to bind that entity.

1.3“Service” means the Not Sugar Coated / Arthur memo tool, including the upload form, the analysis pipeline, the resulting Memos, the public memo URLs, the public leaderboard, the Sugar Capital homepage memo rail, and any related email, SMS, or in-product surfaces.

1.4“Deck Materials” means any pitch deck, document, file, image, narrative, or other content you upload, transmit, or otherwise submit to the Service.

1.5“Memo” means the AI-generated output (including score, verdict, summary, steelman, pull-quote, and any related text or imagery) produced by the Service from your Deck Materials.

1.6“Public Memo” means a Memo you designated as publicly viewable by ticking the “Make public and compete on the leaderboard” checkbox at upload.

1.7“LLM Provider” means a third-party large-language model provider whose API the Service calls to generate Memos.

2.1Web upload. You enter into these Arthur Terms when you tick the “I agree to the Arthur Terms” checkbox on the upload form and submit Deck Materials. The submission is your electronic signature.

2.2Email submission. If you submit Deck Materials by emailing them to arthur@sugarcap.com or any other Sugar Capital intake address, we will reply with an automated message that links to these Arthur Terms and requests your confirmation. You enter into these Arthur Terms by either (a) clicking the confirmation link in that automated reply, or (b) sending us a written reply that affirmatively states your agreement (for example, “I agree”). The action you take is your electronic signature. We will not run the Memo analysis pipeline on the Deck Materials until we have recorded your acceptance. If you do not respond within ten (10) days, or if you reply “STOP” or otherwise indicate non-acceptance, we will delete the Deck Materials from our inbound queue without analyzing them.

2.3No acceptance, no use. If you do not agree to these Arthur Terms, do not use the Service. The mere receipt of an unsolicited email at a Sugar Capital address does not, by itself, form a contract or trigger Memo analysis.

2.4Updates. We may update these Arthur Terms. The “Last updated” date will reflect any change. For material changes we will use commercially reasonable efforts to surface notice on the Service. Your continued use after the effective date of a change constitutes acceptance to the extent permitted by law. The version of these Arthur Terms in effect at the moment of a particular submission governs that submission.

3.1You represent that you are at least 18 years old (or the age of majority in your jurisdiction) and that you have full power and authority to enter into these Arthur Terms and to grant the licenses set forth below.

3.2If you submit Deck Materials on behalf of a company or other legal entity, you represent and warrant that you are authorized to bind that entity, and you agree these Arthur Terms bind both you individually and the entity.

3.3You are responsible for the accuracy of the contact information (including email) you provide. We may rely on that information to deliver the Memo and any related communications.

3.4You may not use the Service from a country subject to comprehensive U.S. trade sanctions, nor while listed on any U.S. government denied-party list. You are responsible for your compliance with all applicable export-control and sanctions laws.

4.1Arthur is software. The Memo is automatically generated using an LLM Provider, applying prompts and post-processing authored by Sugar Capital. The Memo is opinion-based commentary. It is not human professional advice and not the work product of a licensed investment adviser, broker-dealer, attorney, CPA, or other regulated professional.

4.2NOT INVESTMENT ADVICE; NO OFFER. Memos do not constitute investment advice, legal advice, tax advice, an offer or solicitation to buy or sell any security, an opinion of suitability, a due-diligence opinion, or a decision by Sugar Capital or any of its managed funds to invest. No Memo (including a Memo with an “INVEST” verdict) creates any commitment or obligation by Sugar Capital to invest, meet, advise, fund, or otherwise transact with you. An investment relationship with Sugar Capital only exists pursuant to a separate, signed written agreement executed by an authorized Sugar Capital signatory.

4.3NO FIDUCIARY OR ADVISORY RELATIONSHIP. Use of the Service does not create any agency, fiduciary, partnership, joint venture, employment, attorney-client, or advisory relationship between you and Sugar Capital.

4.4AI LIMITATIONS. Large-language models are probabilistic. Memos may contain factual errors, omissions, misreadings, fabricated details (commonly called “hallucinations”), out-of-date information, or conclusions you disagree with. We make no representation that any Memo is accurate, complete, current, or fit for any particular purpose. You are solely responsible for independently evaluating any Memo before relying on it, acting on it, or further distributing it.

5.1The Service is, by design, candid. A Memo may include sharp language, a “PASS” verdict, contrarian framing, rhetorical hyperbole, or pointed critique of the business model, market, team, or strategy described in your Deck Materials. You acknowledge that Memos are statements of opinion and rhetorical commentary based on the information you supplied, and are not statements of objectively verifiable fact about you or any third party.

5.2Release. To the maximum extent permitted by applicable law, you, on behalf of yourself and any entity you bind under Section 3.2, irrevocably release, waive, and discharge Sugar Capital from any and all claims, demands, actions, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees), known or unknown, that arise out of or relate to (a) the generation of a Memo from your Deck Materials, (b) the tone, content, verdict, or score of the Memo, (c) the publication of a Public Memo you authorized, or (d) any reputational, economic, fundraising, or other harm you allege resulted from the Memo. You expressly waive the protections of California Civil Code Section 1542 (and any analogous law of any other jurisdiction), which provides that a general release does not extend to claims that the releasing party does not know or suspect to exist in their favor at the time of the release.

5.3Right of reply. If you believe a Memo contains an error of fact (as opposed to a viewpoint you disagree with), email abuse@sugarcap.com with the URL and a description. We will review in good faith and may correct, retract, or take down a Public Memo at our discretion.

You represent, warrant, and covenant that:

• you own or have all rights, licenses, consents, and permissions necessary to upload the Deck Materials and to grant the licenses in Section 7;
• the Deck Materials do not infringe, misappropriate, or otherwise violate any third party’s copyright, trademark, trade secret, right of privacy or publicity, or other proprietary or contractual right;
• the Deck Materials do not breach any non-disclosure agreement, employment agreement, customer agreement, or other contract to which you are bound;
• the Deck Materials do not contain material non-public information about a publicly traded issuer that you are not authorized to disclose, and do not contain information whose disclosure would violate any securities law or regulation (including, where applicable, SEC Regulation FD);
• the Deck Materials do not contain personal data of any third party (e.g., personnel files, customer rosters with PII) that you do not have lawful authority to share;
• the Deck Materials do not contain protected health information subject to HIPAA, payment card data subject to PCI-DSS, or other regulated data, except in fully redacted form;
• the Deck Materials do not contain malware, exploit code, or content that is unlawful, defamatory, harassing, or discriminatory in violation of applicable law; and
• the information you submit (including company name and email) is accurate and not impersonating another person or entity.

7.1Ownership retained. As between you and Sugar Capital, you retain all right, title, and interest in and to your Deck Materials. We retain all right, title, and interest in and to the Service, the prompts, models, code, design, and Sugar Capital brand assets.

7.2License to operate the Service. You grant Sugar Capital a non-exclusive, worldwide, royalty-free, sublicensable (to LLM Providers, hosting providers, and other service providers operating the Service on our behalf) license to host, store, transmit, copy, parse, render, analyze, and otherwise process your Deck Materials and Memos as needed to provide, secure, debug, evaluate, and improve the Service, and to deliver Memos and related communications to you.

7.3Public Memo license. If you designate a Memo as a Public Memo, you additionally grant Sugar Capital a perpetual, worldwide, royalty-free, sublicensable license to publish, display, distribute, perform, transmit, embed, and promote the Public Memo (including company name, pull-quote, score, verdict, summary, and an Open Graph preview image generated from the Memo) on the Service, on third-party social, messaging, and aggregator surfaces, in Sugar Capital marketing materials, and in Sugar Capital email digests. You may revoke the public-display portion of this license by emailing abuse@sugarcap.com with the URL of the Memo; we will take down the public URL and the leaderboard listing in our customary takedown window, although cached copies on third-party services may persist.

7.4Investment-consideration option. If you tick the “Also submit this deck to Sugar Capital for funding consideration” checkbox, you additionally authorize Sugar Capital to share the Deck Materials and Memo with the Sugar Capital investment team, advisors retained for investment evaluation, and limited partners under customary confidentiality, for the purpose of evaluating a potential investment. This authorization is not a contractual requirement that we evaluate, meet, or fund you.

7.5LLM Provider processing. The Service transmits Deck Materials to one or more LLM Providers under their API terms and data-processing terms in effect at the time of processing. We do not control, and make no representation about, the data-handling practices of any LLM Provider. You acknowledge that submitting Deck Materials will result in their transmission to and processing by an LLM Provider.

7.6No model training on Deck Materials by Sugar Capital. Sugar Capital does not use your Deck Materials to train, fine-tune, or evaluate machine-learning models that Sugar Capital owns. We cannot guarantee whether or how an LLM Provider uses inference data; we use providers whose published API terms disclaim training on customer inputs in the ordinary course, but you should consult the LLM Provider’s terms yourself if this matters to you.

7.7Feedback. If you give us feedback, suggestions, or ideas about the Service, you grant Sugar Capital a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use that feedback for any purpose, without any obligation or restriction.

You will not, and will not attempt to:

• upload Deck Materials in violation of Section 6;
• impersonate another founder, company, employee, or Sugar Capital representative;
• circumvent or disable security features, captchas, rate limits, or access controls;
• access the Service by automated means (bots, scrapers, headless browsers) other than well-formed search-engine crawlers operating in compliance with robots.txt;
• reverse-engineer, decompile, or attempt to extract the source code, prompts, weights, or model parameters underlying the Service, except to the extent applicable law expressly forbids that restriction;
• resell, sublicense, or commercially exploit the Service, except as expressly permitted by these Arthur Terms;
• use the Service to generate or disseminate content that is unlawful, defamatory, harassing, hateful, sexually explicit, or that depicts minors in any sexual context;
• use the Service to harass, dox, or target a third party;
• scrape, mirror, or build a competing product from the Public Memos;
• upload material whose disclosure would violate applicable law (including securities, privacy, or export-control law); or
• use the Service in violation of Sugar Capital’s rights or these Arthur Terms.

We may suspend or terminate access, hide a Memo, block an IP, or refuse a submission at any time and without notice if we reasonably suspect a violation.

9.1Our collection and use of personal information is described in our Privacy Policy. By using the Service you consent to that collection and use as described.

9.2You consent to receive transactional emails (including the magic-link delivery email) and, if you opted in, recurring informational digests, at the email address you supplied. You can unsubscribe from non-transactional emails at any time using the unsubscribe link in those emails. Our email practices comply with the U.S. CAN-SPAM Act and applicable state laws.

10.1Sugar Capital respects the intellectual property rights of others. If you believe a Public Memo or other content on the Service infringes your copyright, send a written notice that complies with 17 U.S.C. § 512(c)(3) to abuse@sugarcap.com, including: identification of the copyrighted work; the URL of the allegedly infringing material; your contact information; a statement of good-faith belief; a statement, under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the copyright owner; and your physical or electronic signature.

10.2We may, in appropriate circumstances and in our sole discretion, terminate the access of users we identify as repeat infringers.

THE SERVICE, THE MEMOS, AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

We make no warranty that the Service will be uninterrupted, error-free, secure, or free of harmful components, that any Memo will be accurate or reliable, or that defects will be corrected. Some jurisdictions do not allow the exclusion of implied warranties; in those jurisdictions, the foregoing exclusions apply to the maximum extent permitted by law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SUGAR CAPITAL BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, FUNDRAISING OUTCOME, INVESTOR INTEREST, REPUTATION, OR ANTICIPATED SAVINGS, IN EACH CASE ARISING OUT OF OR RELATED TO THESE ARTHUR TERMS, THE SERVICE, OR ANY MEMO, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF SUGAR CAPITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUGAR CAPITAL’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE ARTHUR TERMS, THE SERVICE, OR ANY MEMO WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100.00). The Service is offered free of charge; the foregoing cap reflects the allocation of risk that is the basis of our willingness to provide the Service to you on a no-fee basis.

The exclusions and limitations of liability under these Arthur Terms will apply to the fullest extent permitted by applicable law and will survive termination. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions our liability is limited to the smallest amount permitted by law.

You will defend, indemnify, and hold harmless Sugar Capital from and against any third-party claim, demand, action, or proceeding, and any related liabilities, damages, judgments, fines, settlements, costs, and expenses (including reasonable attorneys’ fees), to the extent arising out of or relating to: (a) your breach of these Arthur Terms (including your representations and warranties in Section 6); (b) your Deck Materials or any use of them by Sugar Capital as authorized herein; (c) any allegation that your Deck Materials infringe, misappropriate, or violate a third party’s rights; (d) your violation of applicable law in connection with the Service; or (e) your fraud, willful misconduct, or gross negligence. Sugar Capital will (i) promptly notify you of the claim, (ii) provide reasonable cooperation at your expense, and (iii) allow you to control the defense and settlement, provided that any settlement that imposes any non-monetary obligation on Sugar Capital requires Sugar Capital’s prior written consent.

14.1Informal resolution first. Before filing a claim, you and Sugar Capital agree to attempt in good faith to resolve any dispute by contacting abuse@sugarcap.com with a written description of the dispute and proposed resolution. The party initiating the dispute will allow the other 30 days to respond before commencing any formal proceeding.

14.2Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Arthur Terms or the Service that is not resolved under Section 14.1 will be resolved by binding individual arbitration administered by JAMS pursuant to the JAMS Streamlined Arbitration Rules and Procedures then in effect, conducted in San Francisco, California (or, at your option, by telephone or video for claims of less than US$10,000). Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section 14.

14.3Class-action waiver. YOU AND SUGAR CAPITAL EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may award relief only to the individual party seeking relief, and only to the extent necessary to provide relief warranted by that party’s individual claim. If this class-action waiver is found unenforceable, then the entirety of this Section 14 shall be null and void, but the remainder of these Arthur Terms shall remain in full force and effect.

14.4Carve-outs. Notwithstanding Sections 14.1 and 14.2, either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

14.5Opt-out. You may opt out of the arbitration agreement and class-action waiver in this Section 14 by emailing abuse@sugarcap.com with the subject “Arbitration Opt-Out” within 30 days of your first acceptance of these Arthur Terms, including your name and the email address you used to accept. Opting out has no other effect on these Arthur Terms.

15.1These Arthur Terms are governed by the laws of the State of California, without regard to conflict-of-law principles, except that the Federal Arbitration Act governs Section 14 and the U.S. Copyright Act governs Section 10.

15.2Subject to Section 14, the state and federal courts located in San Francisco County, California, shall have exclusive jurisdiction over any dispute not subject to arbitration, and the parties consent to that jurisdiction and waive any objection based on inconvenient forum.

16.1We may suspend or terminate your access to the Service, take down a Memo, or discontinue all or part of the Service at any time, with or without notice, for any reason or no reason.

16.2Sections that by their nature should survive (including Sections 5.2, 6, 7, 11, 12, 13, 14, 15, 16, and 17) survive termination.

17.1Entire agreement. These Arthur Terms, together with the general Terms of Use and Privacy Policy, constitute the entire agreement between you and Sugar Capital regarding the Service and supersede any prior or contemporaneous understandings on the subject. A separate, signed agreement between you and Sugar Capital controls over these Arthur Terms to the extent of any conflict for that relationship.

17.2No waiver. Our failure to enforce a provision is not a waiver of that or any other provision.

17.3Severability. If any provision of these Arthur Terms is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent.

17.4Assignment. You may not assign these Arthur Terms (by operation of law or otherwise) without our prior written consent. Sugar Capital may assign these Arthur Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.

17.5Force majeure. Sugar Capital is not liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, network or hosting outages, third-party service-provider failures, labor disputes, governmental action, or war.

17.6Electronic communications. You consent to receive notices and other communications from Sugar Capital electronically (by email or through the Service). Electronic notices satisfy any legal requirement that a notice be in writing.

17.7No third-party beneficiaries. Except as expressly stated, these Arthur Terms do not create any third-party beneficiary rights.

17.8Headings. Section headings are for convenience only and do not affect interpretation.

17.9Reservation of rights. All rights not expressly granted to you are reserved by Sugar Capital.

Takedown notices, abuse reports, copyright notices, arbitration opt-outs: abuse@sugarcap.com.

General questions about Arthur: arthur@sugarcap.com.

These Arthur Terms are a self-drafted starting point. They are not legal advice. Sugar Capital recommends that material updates be reviewed by qualified counsel before broad distribution.