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Last updated: March 2026
These Platform Terms of Service (the “Terms”) are a legal agreement between Daphne Technologies LLC (“Daphne,” “we,” “us,” or “our”) and the person or entity accepting these Terms (“you” or “your”).
If you create an account, access, or use the Daphne platform on behalf of an organisation, you represent that you have authority to bind that organisation, and “you” means that organisation.
1. Purpose and scope
Daphne provides software and related services that connect two categories of platform participants:
• Data Recipients: limited partners, investment consultants, allocators, fund-of-funds managers, and other institutional participants (“Customers”) who use the platform to request, receive, aggregate, standardise, and analyse fund data, documents, and reporting from investment managers; and
• Data Providers: general partners, managers, sponsors, fund administrators, and theirauthorised representatives (“Providers”) who use the platform to receive, review, complete, and submit responses to requests for fund onboarding, due diligence, reporting, and related information initiated by Customers.
These Terms govern your use of the Daphne platform, including any associated websites, applications, dashboards, workflows, data rooms, request tools, APIs, document ingestion tools, parsing tools, analytics, reporting outputs, and support services that we make available to you (collectively, the “Service”).
These Terms establish the baseline rules for all platform participants. They do not replace any separate commercial agreement, order form, or subscription agreement between you and Daphne, which will govern pricing, service levels, and scope of access. In the event of a conflict between these Terms and a separate written commercial agreement, the commercial agreement will prevail to the extent of the conflict.
2. Eligibility and authority
You may use the Service only if:
(a) you are at least 18 years old;
(b) you have power and authority to enter into these Terms; and
(c) your use of the Service complies with applicable law, regulation, fiduciary duty, and contractual confidentiality obligations.
3. Accounts and account security
You must provide accurate registration information and keep it up to date.You are responsible for:
(a) all activity under your account;
(b) maintaining the confidentiality of your login credentials;
(c) ensuring that each user account is used only by the authorised individual to whom it is assigned; and
(d) notifying us promptly at security@getdaphne.com if you become aware of unauthorised access, compromised credentials, or any other security incident relating to your account. We may require reasonable identity, domain, or authority checks before activating or maintaining an account.
4. Definitions
For purposes of these Terms:
“Submission Data” means any data, document, file, questionnaire response, financial information, portfolio information, fund information, diligence response, operating metric, benchmark input, capital account information, contact information, or other content that you or your authorised users upload, submit, sync, transmit, or make available through the Service, whether submitted by a Provider in response to a request or by a Customer through platform features.
“Personal Data” means any information relating to an identified or identifiable natural person, as defined by applicable data protection law.
“Service Data” means usage data, log data, telemetry, device and browser information, support records, metadata, and other technical information generated by or collected through operation, security, support, and improvement of the Service, but excluding the substance of Submission Data except where expressly stated in these Terms.
“Customer” means a limited partner, investment consultant, allocator, fund-of-funds manager, or other institutional participant that uses the Service to request, receive, aggregate, or analyse data from Providers.
“Provider” means a general partner, manager, sponsor, fund administrator, or authorised representative that uses the Service to respond to Customer requests.
“Authorised Recipients” means:
(a) the specific Customer or Customers whose requests, workflows, or data rooms a Provider is responding to through the Service;
(b) your own authorised users;
(c) Daphne personnel, contractors, and subprocessors who need access to provide, secure, maintain, or support the Service; and
(d) other persons or entities that you expressly authorise through the Service or in writing.
5. Ownership of Submission Data
As between you and Daphne, you retain all right, title, and interest in and to your Submission Data.
Nothing in these Terms transfers ownership of Submission Data to Daphne.
You grant Daphne a non-exclusive, worldwide, royalty-free licence during the term of these Terms to host, copy, store, process, transmit, display, reformat, index, parse, extract, organise, and otherwise use Submission Data solely as necessary to:
(a) provide the Service to you and other platform participants;
(b) present or transmit Submission Data to the relevant Authorised Recipients;
(c) operate requested workflows, including onboarding, diligence, reporting, data
standardisation, document review, analytics, and data export workflows;
(d) maintain, secure, monitor, troubleshoot, and support the Service;
(e) comply with law or lawful governmental requests; and
(f) generate de-identified and aggregated analytics in accordance with Section 7.
6. Sharing between platform participants
A core purpose of the Service is to facilitate the exchange of fund data, documents, and reporting between Customers and Providers.
6.1 Provider submissions
By submitting Submission Data into a request, workflow, or data room associated with a Customer, a Provider instructs Daphne to make that Submission Data available to that Customer and its authorised users in accordance with the settings, workflow design, and permissions made available in the Service.
Providers are responsible for reviewing the relevant request, workflow, and submission context before submitting Submission Data.
Unless expressly stated otherwise in the Service, a submission to a Customer may be retained, exported, downloaded, copied into the Customer’s own systems, or further processed by that Customer under its own policies and agreements. Daphne is not responsible for a Customer’s use of information after it has been made available to that Customer at the Provider’s instruction.
6.2 Customer responsibilities for received data
Customers acknowledge that Submission Data received through the Service may contain confidential, proprietary, or commercially sensitive information belonging to Providers or their funds.
Customers will:
(a) use Submission Data received through the Service only for the purposes for which it was requested and in accordance with any applicable confidentiality, non-disclosure, or side letter obligations between the Customer and the relevant Provider;
(b) not re-distribute, publish, or make available Submission Data received from Providers to third parties outside their organisation without appropriate authorisation; and
(c) maintain reasonable safeguards to protect the confidentiality and security of received Submission Data.Daphne does not monitor or enforce the terms of any separate agreement between a Customer and a Provider. The obligations in this Section 6.2 are in addition to, and do not replace, any separate contractual obligations between platform participants.
7. Daphne’s permitted and prohibited use of Submission Data
7.1 Permitted use
Daphne may use Submission Data only:
(a) for the purposes described in Section 5;
(b) to provide document ingestion, extraction, normalisation, mapping, validation, workflow, search, reporting, analytics, and support features that you or other platform participants have chosen to use within the Service; and
(c) to create de-identified and aggregated analytics, product usage insights, and operational metrics, provided that such outputs do not identify you, your funds, your investors, your portfolio companies, or any natural person.
7.2 Prohibited use
Daphne will not, without your separate written consent:
(a) sell Submission Data;
(b) disclose Submission Data to third parties other than Authorised Recipients;
(c) use Submission Data to create or market a competing investment product or competing proprietary dataset;
(d) use Submission Data to train, fine-tune, or improve any machine learning or artificial intelligence model, whether owned by Daphne or a third party, that is intended for general-purpose use or for use outside the Service, or that would enable any third party to derive insights specific to your funds, investors, or portfolio companies;
(e) use outputs derived from your Submission Data to benefit other platform participants in a way that would reveal your identity, fund-level information, or commercially sensitive details; or
(f) publicly identify you as a user, customer, contributor, or participant, or use your name, logo, or marks in marketing materials.
For the avoidance of doubt, Daphne may use internal service prompts, rules, and model interactions within the Service to parse, classify, structure, and quality-check Submission Data, so long as such use remains subject to the restrictions in these Terms and no Submission Data is retained in model weights or made accessible outside the session in which it is processed.
8. Your responsibilities and representations
You represent, warrant, and covenant that:
(a) you have all rights, consents, permissions, and lawful authority needed to submit Submission Data through the Service and to instruct Daphne to process and share it as contemplated by these Terms;
(b) your Submission Data, and your use of the Service, will not infringe or misappropriate any third-party right or violate any applicable law, regulation, court order, contractual restriction, or confidentiality obligation;
(c) to the best of your knowledge after reasonable internal review, information you submit as final is not materially false or misleading;
(d) you will not upload malware, malicious code, or content designed to interfere with the Service; and
(e) you will not use the Service to benchmark, probe, scrape, reverse engineer, or build a competing product or service.
9. Confidentiality
9.1 Confidential Information
“Confidential Information” means non-public information disclosed by one party to the other in connection with the Service that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including Submission Data, security information, product roadmaps, pricing, and business plans.
Confidential Information does not include information that the receiving party can demonstrate:
(a) was already lawfully known to it without restriction;
(b) becomes public through no fault of the receiving party;
(c) is lawfully received from a third party without breach of any duty; or
(d) is independently developed without use of the disclosing party’s Confidential Information.
9.2 Protection and use
The receiving party will:
(a) use the disclosing party’s Confidential Information only as necessary to perform or exercise its rights under these Terms;
(b) protect the Confidential Information using at least reasonable care and not less than the care it uses to protect its own confidential information of a similar nature; and
(c) disclose Confidential Information only to personnel, contractors, professional advisers, and subprocessors who have a need to know and are bound by confidentiality obligations.
9.3 Required disclosure
A party may disclose Confidential Information if required by law, regulation, court order, or binding regulatory request, provided that, where legally permitted, it gives the other party prompt notice and reasonable cooperation to seek confidential treatment or other protective measures.
10. Data protection
10.1 Roles
The parties acknowledge that Daphne may act in different roles depending on the processing activity:
• Daphne acts as an independent controller for account administration, security, fraud prevention, service analytics, support, billing administration where applicable, legal compliance, and related operational activities.
• Daphne may act as a processor or service provider on behalf of a Customer or, in some cases, on behalf of a Provider, where Daphne processes Personal Data contained in Submission Data solely on documented instructions and for workflow execution within the Service.
• Daphne may also act as an independent controller for limited processing necessary to maintain the security, integrity, and lawful operation of the Service.
10.2 Data processing addendum
Where required by applicable data protection law, the relevant controller and Daphne will enter into a separate data processing addendum governing processor activity.
10.3 Privacy Policy
Our processing of Personal Data for which Daphne acts as controller is described in the Daphne Privacy Policy.
11. Security
Daphne will maintain and enforce a written information security program with administrative, technical, and organisational safeguards reasonably designed to protect Submission Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, and unauthorised access.
Such safeguards will include, as appropriate to the Service, measures relating to access control, authentication, encryption in transit and at rest, secure storage, logging, monitoring, vulnerability management, backup, incident response, and personnel confidentiality obligations.
No system is completely secure. Except as expressly set out in these Terms, Daphne does not guarantee that the Service will be invulnerable to all security threats.
12. Security incidents
If Daphne becomes aware of a confirmed Security Incident affecting Submission Data in Daphne’s custody or control, Daphne will notify affected users and, where appropriate, the relevant Customer or Provider without undue delay after confirmation. The notice will include, to the extent then known and legally permissible, a description of the nature of the incident, the types of data affected, and the remediation steps Daphne is taking.
A “Security Incident” means unauthorised access to, or unauthorised acquisition, disclosure, alteration, or destruction of, Submission Data in Daphne’s systems. Security Incident does not include unsuccessful attempts or activities that do not compromise the confidentiality, integrity, or availability of Submission Data, such as scans, pings, denial-of-service attempts, or other network attacks blocked by security controls.
13. Subprocessors and service providers
You authorise Daphne to use affiliates, hosting providers, model providers used within the Service, support providers, analytics providers, and other service providers as reasonably necessary to provide the Service, provided that Daphne remains responsible for their compliance with obligations applicable to Daphne under these Terms.
On request, Daphne will make available information about material subprocessors used to process Submission Data.
14. Retention and deletion
Daphne will retain Submission Data for as long as needed to provide the Service, comply with law, resolve disputes, enforce agreements, maintain security records, or as otherwise agreed with the relevant participant or required by the workflow in which the data was submitted.
Subject to the foregoing, you may request deletion of your account and Submission Data under your control by contacting privacy@getdaphne.com. Daphne may retain copies for backup, audit trail, legal hold, fraud prevention, security, or compliance purposes for a limited period consistent with its retention policies.
Where Submission Data has already been shared with another platform participant, deletion by Daphne will not require that participant to delete copies already received, unless separately agreed.
15. Feedback
If you provide suggestions, enhancement requests, recommendations, or other feedback relating to the Service, Daphne may use that feedback without restriction or obligation, provided that feedback does not include your Confidential Information or Submission Data.
16. Acceptable use restrictions
You will not, and will not permit any third party to:
(a) copy, modify, translate, or create derivative works of the Service except as expressly permitted by law;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying models, or non-public aspects of the Service, except to the limited extent such restriction is prohibited by law;
(c) access the Service to build a competing product, dataset, or service;
(d) use automated means to scrape or extract data from the Service except through approved interfaces;
(e) interfere with the integrity or performance of the Service;
(f) circumvent, disable, or tamper with any security, access control, or rate-limiting features of the Service; or
(g) use the Service in a way that violates sanctions, export controls, anti-bribery laws, anti-money laundering laws, or other applicable law.
17. Suspension and termination
Daphne may suspend or restrict access to the Service immediately if:
(a) necessary to prevent harm to the Service, Daphne, other users, or third parties;
(b) required by law or regulation;
(c) we reasonably suspect unauthorised access, fraud, or material misuse; or
(d) you materially breach these Terms.
Either party may terminate these Terms at any time by closing the account or providing written notice, subject to any continuing obligations applicable to Submission Data already submitted into active workflows or already shared with other platform participants.
Sections intended by their nature to survive will survive termination, including Sections 5, 6, 7, 9, 10, 11, 12, 14, 15, 18, 19, 20, 21, 22, and 23.
18. Third-party services
The Service may interoperate with third-party services, file storage tools, single sign-on providers, AI model providers, or data destinations. Daphne is not responsible for third-party services except to the extent Daphne directly controls their use as Daphne’s subprocessors in providing the Service.
19. Disclaimers
The Service is provided on an “as is” and “as available” basis, except as expressly stated in these Terms or in a separate written commercial agreement.
Daphne does not warrant that:
(a) the Service will be uninterrupted or error-free;
(b) all extracted, structured, normalised, or aggregated outputs will be complete, accurate, or fit for any particular regulatory, accounting, valuation, or investment purpose; or
(c) any platform participant will accept, rely on, or act on information submitted or received through the Service.
You remain responsible for reviewing the accuracy and appropriateness of any data before submission or reliance.
20. Limitation of liability
Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or wilful misconduct.
Subject to the foregoing:
• neither party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, opportunity, anticipated savings, or data, even if advised of the possibility of such damages; and• each party’s aggregate liability arising out of or relating to these Terms will not exceed the greater of:
(i) the total amounts paid by you to Daphne for use of the Service during the 12 months preceding the event giving rise to the claim; or
(ii) $25,000. The liability cap in this Section does not apply to your breach of Section 8 or 16, or to either party’s breach of Section 9.
21. Indemnity
You will defend, indemnify, and hold harmless Daphne and its affiliates, officers, directors, employees, and contractors from and against third-party claims, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, arising from:
• your Submission Data;
• your breach of Section 8 or 16; or
• your violation of applicable law or third-party rights.
22. Changes to the Service or Terms
Daphne may update the Service and these Terms from time to time. If we make a material change to these Terms, we will provide reasonable notice by posting the updated version in the Service, by email, or by other reasonable means.
Your continued use of the Service after the effective date of the updated Terms constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you should stop using the Service and contact us to close your account.
23. Governing law and jurisdiction
These Terms and any non-contractual disputes arising out of or in connection with them are governed by the laws of the State of Delaware, USA, without regard to conflict of laws principles.
The state and federal courts located in Delaware, USA will have exclusive jurisdiction, except that Daphne may seek injunctive or equitable relief in any court of competent jurisdiction.
24. General
These Terms constitute the entire agreement between you and Daphne regarding your use of the Service, except for any separate written agreement, order form, or data processing addendum expressly incorporated into or referenced by these Terms.
If any provision is held unenforceable, the remaining provisions will remain in full force and effect.
You may not assign or transfer these Terms without Daphne’s prior written consent, except in connection with a merger, reorganisation, or sale of substantially all of your relevant assets. Daphne may assign these Terms to an affiliate or in connection with a merger, reorganisation, or sale of substantially all of its assets.
No failure or delay by either party to exercise any right will operate as a waiver.
25. Contact details
Questions about these Terms should be sent to:
Daphne Technologies LLC
750 Lexington Avenue, New York, NY 10022
legal@getdaphne.com
privacy@getdaphne.com
security@getdaphne.com
