Last Updated: July 23, 2025
BY CLICKING “I AGREE” OR BY SUBMITTING A DEAL SETUP FORM, YOU INDICATE YOUR ASSENT TO BE BOUND BY THIS AGREEMENT. This Agreement contains mandatory arbitration provisions and class action waivers. The effective date is when you first access the services or when your initial deal setup form receives approval from Allo.
Additional Fees: Charges listed as “Additional Items” on the pricing webpage or communicated via email.
Customer Data: Any materials, data, or information provided by customer during service use, encompassing all personal information from investors.
Initial Closing Date: The date when a Private Fund issues its first investor interests. This cannot occur after the fund makes its initial investment.
Fees: Amounts specified in Section 7 or agreed separately.
Personal Information: Any data identifying or reasonably identifying an individual, consistent with privacy law definitions including California Consumer Privacy Act provisions.
Private Fund: A Delaware or other state limited partnership or LLC established with Allo's assistance, potentially structured as a fund series or special purpose vehicle (SPV).
Standard Fee: Pricing listed under “Current Pricing” on the website's fees section.
Third-Party Expenses: Out-of-pocket amounts Allo pays to external parties, including state franchise taxes, Regulation D filings, and Blue Sky fees.
Each deal setup form becomes part of this Agreement. In the event of conflicts, the specific form controls regarding that transaction.
Allo grants customers a nonexclusive, limited, personal, non-sublicensable, non-transferable right to access specified services. Allo maintains a list of excluded services in Exhibit 1.
When customers request custom assistance at the time of form submission, details and pricing appear on that form. Requests made afterward require separate invoicing. Allo reserves authority to reject customization requests.
If services exceed estimated costs, customer receives confirmation before proceeding. Additional work triggers Additional Fees per Allo's invoice.
Allo provides support per its Service Level Agreement referenced on the Allo website. These terms explicitly forbid customer harassment of any Allo team members, including board participants and advisors.
Harassment includes: sending all-caps emails to staff; calling personal mobile numbers without consent; excessive emailing; copying third parties to intimidate; using non-designated email addresses or platforms; or employing offensive language.
Violation of this section permits Allo to terminate the services without refund.
Allo may provide upgrades, patches, or fixes without additional charge. These become part of the services. Allo has no obligation to provide updates but commits to reasonable notice of major changes that negatively affect functionality.
Allo retains all right, title, and interest in services and related intellectual property. Customers may offer suggestions (“Feedback”), granting Allo a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use such feedback.
Customers cannot reverse engineer, modify, copy, distribute, or use services competitively. Prohibited activities include interfering with operations, scraping data, and violating applicable laws.
Customers pay standard and additional fees per invoices. Payment is due upon receipt. If unpaid after one day past due, Allo may assess a $1,000 one-time charge plus 2% monthly interest on past-due balances of seven or more days.
Allo may withdraw fees from the Private Fund's account immediately upon determining the Initial Closing Date, or at times specified in later invoices. For direct customer payment, fees must arrive by the Initial Closing Date or per invoice terms.
Any interest earned on fund bank accounts maintained by Allo becomes Allo's sole and exclusive property. Customers irrevocably assign all rights to such interest to Allo.
Customers cannot engage in prohibited activities: reverse engineering; modifying or creating derivatives; copying or transferring rights; using services for third-party benefit; removing proprietary notices; building competitive products; interfering with operations; bypassing access controls; crawling or scraping; or violating laws.
Customers bear responsibility for all activity, including uploading data. They must comply with all applicable laws and must not infringe third-party rights.
Customers retain all rights and title in their data. They alone bear responsibility for accuracy, quality, integrity, legality, and intellectual property ownership. Customers warrant they possess all necessary rights and consents to provide data to Allo without infringement.
Customers grant Allo and its associates a nonexclusive, royalty-free right and license to access, use, analyze, disclose, distribute, modify, reproduce, and store data for: providing services; offering related products through Allo's platform; enforcing agreement rights; improving services; and conducting research and marketing.
Either party may disclose confidential or proprietary information marked as such or reasonably understood to be confidential. Recipients agree to use such information solely for agreement purposes and not disclose to third parties without written consent, except to employees, contractors, and advisors bound by confidentiality obligations.
Upon request, recipients will return or destroy confidential information. Exclusions apply to information that becomes industry-wide knowledge, was previously known, comes from third parties without breach obligation, or was independently developed.
Receiving parties may disclose when required by court order, governmental demand, or operation of law, provided they give notice and cooperate in minimization efforts.
Allo commits to commercially reasonable technical and organizational measures preventing unauthorized access, use, alteration, or disclosure. Customers are responsible for access they permit. Customer data becomes subject to irretrievable deletion if accounts remain 90 or more days delinquent.
Upon discovering unauthorized third-party access (a “Breach”), Allo will notify customers as soon as reasonably practical and cooperate in remediation.
All collected information falls under Allo's Privacy Policy. Customer use constitutes consent to Allo's actions regarding investor data per that policy. Customers bear full responsibility for investor data accuracy, completeness, quality, integrity, legality, and appropriateness.
Customers grant Allo and associates a nonexclusive, royalty-free license to access, use, analyze, disclose, distribute, modify, reproduce, and store investor data for: providing services; offering related products; enforcing agreement rights; improving services; and research and marketing.
IRS Form SS-4 Authorization: Customers authorize Allo to complete and sign IRS Form SS-4 on behalf of the fund manager's authorized representative, disclosing personally identifiable information solely for obtaining an EIN and satisfying regulatory requirements. Customers warrant they obtained necessary consents from that individual.
The parties acknowledge Allo functions as a service provider under the CCPA, receiving personal information for business purposes. Allo will not sell personal information except in aggregated, de-identified form. It will not retain, use, or disclose information except as necessary for providing services or as permitted by the CCPA.
This Agreement commences when the deal setup form is signed and continues until terminated, provided it cannot terminate before all forms expire and customer use ceases.
Either party may terminate a specific deal setup form with 30 days' written notice, with customer receiving a $750 refund per private fund. If customer selected customization assistance, those costs are non-refundable. If Allo performed any tasks (including creating documents or obtaining bank accounts), a $2,500 cancellation fee applies.
Either party may terminate immediately if the other materially breaches and fails to cure within 30 days. Customer pays in full for services rendered; Allo refunds pre-paid fees for post-termination services.
Allo may suspend access if accounts exceed 30 days past due or if customer use damages the service. Allo will provide written notice; customers have 15 days to remedy before suspension. Breach of Section 4 (harassment) permits Allo to immediately cease services, terminate without refund, and seek legal remedies.
Surviving provisions include payment obligations, ownership, warranties, and liability limitations.
Each party (Indemnitor) defends, indemnifies, and holds harmless the other party, its affiliates, and associates from third-party claims and expenses (including attorney fees) arising from infringement of intellectual property or proprietary rights.
Indemnification obligations require: prompt written notice from the indemnitee; the indemnitor's option to assume defense and settlement control; and reasonable assistance at indemnitor expense.
Allo's obligations exclude service elements: not created by Allo; made per customer specifications; modified after delivery; combined with non-Allo products where losses arise from such combination; where customer continues alleged infringement after notice; or where customer use violates agreement terms.
SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Non-Customized Documents: Allo's documents (including private fund documents) are templates, not customized. Allo strongly recommends customers work with legal counsel to customize documents, ensure investor disclosures, and verify compliance with applicable securities laws including the Securities Act of 1933, Investment Company Act of 1940, and Investment Advisers Act of 1940.
Exclusion of Indirect Damages: Allo bears no liability for consequential, incidental, indirect, exemplary, special, or punitive damages.
Exclusion of Certain Liabilities: Due to external factors beyond Allo's control, Allo is not liable for damages relating to: compliance matters (K-1s, Blue Sky filings, W forms, tax reporting, securities law compliance); KYC/AML checks; tax return preparation; bank account or wire transfer handling; securities laws and regulatory filings; or customer performance and legal compliance.
Liability Cap: Allo's total liability cannot exceed aggregate amounts the customer paid for services under this specific legal entity, excluding third-party expenses and additional costs.
Customers acknowledge services may operate with third-party APIs and integrations. Service availability may depend on customer-provided access to third-party systems. Customers represent they possess all rights and consents for integrating third-party services and indemnify Allo for claims arising from such integration.
Allo makes no guarantees regarding particular third-party integrations and bears no responsibility for their operation or availability.
Allo may modify these terms using commercially reasonable notification efforts via account communications, email, or other means. Customers may be required to accept modified terms to continue accessing services. Continued access constitutes acceptance.
All matters are governed by Delaware law, without conflict-of-law provisions. The UN Convention on International Sale of Goods is excluded.
Arbitration: Disputes are settled via binding arbitration before three arbitrators under American Arbitration Association Commercial Arbitration Rules. Arbitration occurs in Delaware, USA. Parties equally bear arbitration fees; the prevailing party recovers costs and reasonable attorney fees. Parties irrevocably submit to federal or state court jurisdiction in Miami, Florida for award enforcement.
Jury Waiver: Parties waive all jury trial rights regarding service matters.
Class Action Waiver: Claims must be arbitrated or litigated individually, not on a class basis. If this waiver is deemed invalid, claims proceed in Delaware courts.
This Agreement constitutes the entire understanding between the parties and supersedes all prior communications.
Notices: Written notices are effective when personally delivered, sent certified mail, electronically confirmed via fax or email, or sent overnight courier. Notices use addresses on the deal setup form.
Force Majeure: Neither party is liable for failures from causes beyond reasonable control, including natural disasters, power failure, denial-of-service attacks, government acts, war, terrorism, riots, labor disruptions, or similar events.
Assignment: Neither party may assign rights or obligations without consent, except either party may assign to a business successor without consent, and Allo may use subcontractors.
No Relationship: No agency, partnership, joint venture, or employment relationship is created by this Agreement.
Prevailing Party: In enforcement actions, prevailing parties recover costs and attorney fees.
Severability: If any provision is unenforceable, it is reformed to the minimum extent necessary to make it enforceable.
Waiver: Failure to enforce a breach does not waive rights regarding that or subsequent breaches.
Allo does not provide the following services unless separately agreed in writing: