Terms of Use & Irrevocable Fee Agreement

1. Overview

MandateMatch ("Platform," "we," "us") operates an automated capital advisory platform that matches companies seeking capital ("Companies") with funding sources, investors, and capital providers ("Capital Partners"). By accessing or using the Platform, you agree to be bound by these Terms of Use, including the applicable Irrevocable Fee Agreements set forth herein. Both Companies and Capital Partners are subject to the 1% bilateral success fee described in Sections 4 and 5.

2. Definitions

"Capital Partner" means any investor, fund, lender, family office, or other entity that provides capital to Companies through introductions facilitated by MandateMatch.
"Company" means any entity registered on MandateMatch that is seeking to raise capital.
"Facilitated Introduction" means any introduction, match, or connection between a Company and a Capital Partner made through the MandateMatch platform.
"Funds Raised" means the total capital committed, deployed, or invested by a Capital Partner in a Company as a result of a Facilitated Introduction, including but not limited to equity investments, debt facilities, convertible instruments, revenue-based financing, and any other form of capital.
"Funds Deployed" means the total capital committed, invested, or disbursed by a Capital Partner to a Company as a result of a Facilitated Introduction.
"Company Success Fee" means the fee of 1% (one percent) of all Funds Raised, payable by the Company, as described in Section 4.
"Capital Partner Success Fee" means the fee of 1% (one percent) of all Funds Deployed, payable by the Capital Partner, as described in Section 5.
"Bilateral Success Fee" means the combined obligation whereby both the Company and the Capital Partner each independently owe MandateMatch a 1% Success Fee on the same transaction.

3. Platform Use & Subscription

MandateMatch provides algorithmic mandate-matching technology that scores alignment between Companies and Capital Partners across stage, sector, check size, capital structure, and geography. The Platform does not provide investment advice, and no content on the Platform constitutes a recommendation to invest or raise capital.

Companies access the Platform through a paid monthly subscription (Starter, Growth, or Enterprise tier). Capital Partners receive curated, mandate-aligned deal flow. Both parties are subject to the bilateral 1% Success Fee described below.

3.1 Subscription Tiers

Starter ($199/month): Up to 5 investor matches per month, basic alignment scoring, email introductions, standard support.
Growth ($499/month): Up to 20 investor matches per month, priority introduction queue, dedicated account support, match analytics, on-demand re-matching.
Enterprise ($999/month): Unlimited investor matches, white-glove introductions, concierge support, full analytics & reporting, custom matching criteria, dedicated relationship manager.

Subscription fees are billed monthly in advance and are non-refundable. The 1% Success Fee applies in addition to the monthly subscription.

4. Irrevocable Fee Agreement for Companies

BY USING THE MANDATEMATCH PLATFORM AND RECEIVING FACILITATED INTRODUCTIONS, THE COMPANY ACKNOWLEDGES AND IRREVOCABLY AGREES TO THE FOLLOWING:

4.1 Company Success Fee. The Company shall pay MandateMatch a Success Fee equal to 1% (one percent) of all Funds Raised through MandateMatch Facilitated Introductions, regardless of capital type (equity, debt, convertible instruments, revenue-based financing, or any other form).

4.2 Irrevocable Obligation. This fee obligation is irrevocable and shall survive any termination of the Company's subscription or use of the Platform. Once a Facilitated Introduction has been made, the Success Fee obligation attaches and cannot be withdrawn, waived, or voided unilaterally.

4.3 Trigger Event. The Success Fee becomes payable upon the earlier of: (a) the closing of a capital commitment, investment, or funding facility; or (b) the first receipt of funds from a Capital Partner introduced through MandateMatch. Payment is due within 30 days of the trigger event.

4.4 Tail Period. If a Company receives capital from a Capital Partner introduced through MandateMatch within 24 months of the introduction, the Success Fee applies regardless of whether the Company still maintains an active subscription.

4.5 Anti-Circumvention. The Company shall not attempt to circumvent this fee obligation by: (i) conducting transactions through affiliates, subsidiaries, or related entities; (ii) structuring capital receipt in a manner designed to avoid the Success Fee; or (iii) engaging directly with a Capital Partner introduced through MandateMatch outside the Platform for the purpose of avoiding the fee.

4.6 Calculation. The Success Fee is calculated on the gross amount of Funds Raised, without deduction for expenses, fees, or other charges. For multi-tranche facilities, the fee applies to each tranche as it is committed or received.

5. Irrevocable Fee Agreement for Capital Partners

BY ENGAGING WITH ANY COMPANY THROUGH A MANDATEMATCH FACILITATED INTRODUCTION, THE CAPITAL PARTNER ACKNOWLEDGES AND IRREVOCABLY AGREES TO THE FOLLOWING:

5.1 Capital Partner Success Fee. The Capital Partner shall pay MandateMatch a Success Fee equal to 1% (one percent) of all Funds Deployed to any Company to which the Capital Partner was introduced through the MandateMatch platform.

5.2 Irrevocable Obligation. This fee obligation is irrevocable and shall survive any termination of the Capital Partner's use of the Platform. Once a Facilitated Introduction has been made, the Success Fee obligation attaches and cannot be withdrawn, waived, or voided by the Capital Partner unilaterally.

5.3 Independent Obligation. The Capital Partner's Success Fee is independent of and in addition to any Success Fee owed by the Company. Neither party's fee obligation shall be offset, reduced, or conditioned upon the other party's payment.

5.4 Trigger Event. The Success Fee becomes payable upon the earlier of: (a) the closing of a capital commitment, investment, or funding facility; or (b) the first disbursement of funds from the Capital Partner to the Company. Payment is due within 30 days of the trigger event.

5.5 Tail Period. If a Capital Partner is introduced to a Company through MandateMatch and subsequently invests in or provides capital to that Company within 24 months of the introduction, the Success Fee applies regardless of whether the Capital Partner is still using the Platform at the time of investment.

5.6 Anti-Circumvention. The Capital Partner shall not attempt to circumvent this fee obligation by: (i) conducting transactions through affiliates, subsidiaries, or related entities; (ii) structuring capital in a manner designed to avoid the Success Fee; or (iii) engaging directly with a Company introduced through MandateMatch outside the Platform for the purpose of avoiding the fee. Any such circumvention shall not relieve the Capital Partner of its obligation, and MandateMatch reserves the right to pursue all available remedies.

5.7 Calculation. The Success Fee is calculated on the gross amount of Funds Deployed, without deduction for expenses, fees, or other charges. For multi-tranche facilities, the fee applies to each tranche as it is committed or disbursed.

6. Agreement & Acceptance

Companies accept the Company Fee Agreement (Section 4) by:

Creating a profile and subscribing to any MandateMatch plan;
Receiving investor matches or Facilitated Introductions; or
Raising capital from any Capital Partner introduced through the Platform.

Capital Partners accept the Capital Partner Fee Agreement (Section 5) by:

Accessing deal flow or company profiles through the MandateMatch platform;
Engaging with any Company introduced through a Facilitated Introduction;
Receiving or reviewing term sheets or engagement agreements sent through MandateMatch; or
Investing in or providing capital to a Company matched through the Platform.

Bilateral Fee Notification: Both Companies and Capital Partners are notified of the 1% bilateral Success Fee at the time of every Facilitated Introduction and term sheet communication. Both parties are automatically sent fee obligation confirmations when contracts or term sheets are generated. Continued engagement by either party constitutes binding acceptance.

7. Payment Terms

Success Fee invoices are issued to both parties within 5 business days of the trigger event.
Payment by each party is due within 30 calendar days of their respective invoice date.
Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
One party's failure to pay does not relieve the other party of its independent fee obligation.
MandateMatch reserves the right to engage collection services and recover reasonable attorneys' fees for delinquent payments.

8. Limitation of Liability

MandateMatch provides matching and introduction services only. We do not guarantee the success of any fundraise, the suitability of any Capital Partner, or the quality of any Company. Our aggregate liability for any claim arising from use of the Platform shall not exceed the fees paid by the claiming party in the 12 months preceding the claim.

9. Governing Law & Disputes

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles. Any dispute arising under these Terms shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware.

10. Modifications

MandateMatch reserves the right to modify these Terms at any time. Material changes will be communicated to registered users via email. Continued use of the Platform after notification constitutes acceptance of modified terms. The Irrevocable Fee Agreements (Sections 4 and 5) for any Facilitated Introduction already made shall not be modified retroactively without the written consent of all parties.

11. Contact

For questions regarding these Terms, the Fee Agreement, or billing inquiries:

Email: mandatematch@polsia.app