Legal Document

Terms of Service

Effective Date: February 1, 2025
Last Updated: February 1, 2025

1. Agreement to Terms

By accessing or using the Steward&Row platform ("Platform"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use the Platform.

We may modify these Terms at any time. Continued use of the Platform after modifications constitutes acceptance of the updated Terms.

2. Platform Description

Steward&Row is a platform that enables:

  • Businesses to raise capital by issuing Revenue Sharing Certificates
  • Investors to purchase certificates and receive monthly revenue share payments
  • Secondary Trading of certificates between users

The Platform facilitates transactions but is not a party to agreements between Businesses and Investors. We do not guarantee any returns or business performance.

3. Account Registration

3.1 To use certain features of the Platform, you must create an account. You agree to:

  • Provide accurate and complete information
  • Maintain the security of your account credentials
  • Promptly update any changes to your information
  • Accept responsibility for all activity under your account

3.2 You must be at least 18 years old to create an account.

3.3 We reserve the right to suspend or terminate accounts that violate these Terms.

4. Revenue Sharing Certificates

4.1 Nature of Certificates: Revenue Sharing Certificates are contractual rights to receive a portion of a business's revenue. They are NOT:

  • Securities or equity interests
  • Debt obligations or loans
  • Ownership interests in any business
  • Guaranteed investments

4.2 For Businesses: By listing certificates, you agree to:

  • Accurately report monthly revenue
  • Make timely revenue share payments
  • Comply with the Revenue Sharing Agreement
  • Provide truthful information about your business

4.3 For Investors: By purchasing certificates, you acknowledge:

  • Investment risk, including potential loss of principal
  • No guarantee of returns
  • Limited liquidity on secondary markets
  • That you have read and understood the Revenue Sharing Agreement

5. Fees and Payments

5.1 Platform Fees:

  • Listing Fee: None for initial listing
  • Transaction Fee: 1% of purchase price (paid by buyer)
  • Payout Processing Fee: 1% of payout amount (paid by business)
  • Secondary Trading Fee: 1% of trade value (split between buyer and seller)

5.2 Payment Processing: All payments are processed through our third-party payment processor (Stripe). You agree to their terms of service.

5.3 Taxes: You are responsible for all applicable taxes on income or gains from the Platform.

6. Secondary Market Trading

6.1 The Platform provides a secondary market for trading certificates between users.

6.2 Order Types: You may place buy or sell orders at specified prices.

6.3 Order Matching: Orders are matched based on price-time priority.

6.4 Market Risks: Prices may fluctuate. There is no guarantee of liquidity or ability to sell at desired prices.

6.5 Cancellation: Open orders may be cancelled at any time before execution.

7. Prohibited Activities

You agree NOT to:

  • Provide false or misleading information
  • Manipulate prices or trading activity
  • Use the Platform for money laundering or illegal purposes
  • Attempt to gain unauthorized access to the Platform
  • Interfere with Platform operations
  • Violate any applicable laws or regulations
  • Create multiple accounts to circumvent limits
  • Scrape or harvest data from the Platform

8. Intellectual Property

8.1 The Platform, including its content, features, and functionality, is owned by Steward&Row and protected by intellectual property laws.

8.2 You may not copy, modify, distribute, or create derivative works from Platform content without our written permission.

8.3 You grant us a license to use any content you submit to the Platform for purposes of operating and promoting the Platform.

9. Disclaimers

9.1 THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

9.2 WE DO NOT WARRANT THAT:

  • The Platform will be uninterrupted or error-free
  • Any business will perform as expected
  • You will receive any return on your investment
  • Information on the Platform is accurate or complete

9.3 WE ARE NOT A BROKER-DEALER, INVESTMENT ADVISOR, OR FINANCIAL INSTITUTION. WE DO NOT PROVIDE INVESTMENT ADVICE.

10. Limitation of Liability

10.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, STEWARD&ROW SHALL NOT BE LIABLE FOR:

  • Any indirect, incidental, special, or consequential damages
  • Loss of profits, revenue, or data
  • Business interruption
  • Actions or omissions of businesses or other users
  • Investment losses

10.2 OUR TOTAL LIABILITY SHALL NOT EXCEED THE FEES YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify and hold harmless Steward&Row and its officers, directors, employees, and agents from any claims, damages, or expenses arising from:

  • Your use of the Platform
  • Your violation of these Terms
  • Your violation of any rights of another party
  • Content you submit to the Platform

12. Dispute Resolution

12.1 Arbitration: Any dispute arising under these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

12.2 Class Action Waiver: You agree to resolve disputes individually and waive any right to participate in class actions.

12.3 Governing Law: These Terms are governed by the laws of the State of Delaware.

13. Termination

13.1 You may terminate your account at any time by contacting support.

13.2 We may suspend or terminate your account for violation of these Terms or for any reason with notice.

13.3 Upon termination, your right to use the Platform ceases, but existing certificate holdings and obligations remain in effect.

14. Privacy

Your use of the Platform is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

15. General Provisions

15.1 Entire Agreement: These Terms, together with the Privacy Policy and Revenue Sharing Agreement, constitute the entire agreement between you and Steward&Row.

15.2 Severability: If any provision is found unenforceable, the remaining provisions shall continue in effect.

15.3 Waiver: Failure to enforce any provision does not constitute a waiver of that provision.

15.4 Assignment: You may not assign your rights under these Terms without our consent.

16. Contact Information

For questions about these Terms, please contact us at:

Steward&Row
Email: legal@stewardrow.com

Acknowledgment

By using the Steward&Row Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.