Privacy Policy

1. Introduction

Safecloser LLC (“Safecloser,” “we,” “our,” or “us”) operates the Safecloser platform, which enables US corporations and accredited investors to generate, negotiate, sign, fund, and issue Instruments. This Privacy Policy explains how we collect, use, disclose, and protect information about you when you visit our website (safecloser.com) or use our services (collectively, the “Services”).

This policy applies to all users of our Services, including Receiving Parties (for example, a company offering and issuing an Instrument) and Sending Parties (for example, an investor funding an Instrument), as those terms are defined in our Terms of Service. By accessing or using our Services, you acknowledge that you have read and understood this Privacy Policy and agree to its terms. If you do not agree, please do not use our Services.

Capitalized terms used but not defined in this Privacy Policy have the meanings given to them in our Terms of Service.

This Privacy Policy does not apply to the practices of third-party services or platforms that we may link to or integrate with. We encourage you to review the privacy policies of those third parties separately.

2. Information We Collect

Information you provide directly

• Waitlist sign-ups: your email address when you join our waitlist.
• Account registration: name, email address, company name, jurisdiction of formation, and role (company representative or investor) when you create an account.
• Entity and corporate information: for Companies, information about your corporate structure, formation documents, authorized signatories, and certificate of incorporation or good standing.
• Instrument transaction information: negotiated Instrument terms including investment amount, valuation cap, discount rate, pro-rata rights, and any side letter terms agreed upon between the parties.
• Payment information: digital wallet addresses, on-chain transaction details, and information related to platform fee payments. Platform fees are processed by our third-party payment processor; we do not store full payment credentials. Funds for Instrument investments are sent directly on-chain between the parties and are not processed or held by us.
• Identity and eligibility verification: information required to verify your status as an accredited investor or to verify a Company’s eligibility, which may include government-issued identification, financial statements, tax returns, professional certifications, or other documentation collected by our third-party verification partners.
• Electronic signature information: name, email address, IP address, timestamp, and device information collected in connection with your electronic execution of Instrument documents through our third-party e-signature provider.
• Communications: messages, support requests, and other communications you send to us.

Information collected automatically

• Usage data: pages visited, features used, session duration, click paths, timestamps, and other actions taken on the platform.
• Device and browser data: IP address, browser type and version, operating system, device identifiers, and referring URLs.
• Location data: approximate geographic location derived from your IP address (country, region, city). We do not collect precise GPS location.
• Transaction metadata: timestamps, status updates, and audit trail data generated as part of the Instrument signing and funding workflow.
• Cookies and similar technologies: see Section 9 (Cookies) for details.

Information from third parties

• Identity and accreditation verification providers: we may receive verification results, risk scores, and status determinations from third-party services we engage to verify accredited investor status or corporate eligibility.
• Payment processors and financial institutions: transaction confirmation data, payment status, and related information from payment rails we use to facilitate funding.
• Blockchain networks: for Supported Token transactions, certain transaction data (such as wallet addresses and transaction hashes) is recorded on public blockchain networks and is outside our control once submitted.
• E-signature providers: signature completion status, certificate data, and audit trail information from our third-party e-signature platform.

3. How We Use Your Information

We use the information we collect to:

• Operate, maintain, and improve the Safecloser platform and our Services.
• Facilitate the negotiation, execution, and issuance of Instruments between Sending Parties and Receiving Parties.
• Verify the identity and eligibility of users, including accredited investor status and US corporation status, as required to use the platform.
• Facilitate platform fee payments, which are charged separately through our third-party payment processor and are not deducted from Instrument investment funds. Instrument investment funds are transferred directly between the parties and are not held, processed, or disbursed by us.
• Generate, store, and maintain legally compliant records of executed Instruments, including tamper-evident audit trails.
• Send transactional and operational communications, including signature requests, payment confirmations, funding status updates, and Instrument issuance notices.
• Comply with applicable legal and regulatory obligations, including but not limited to recordkeeping requirements, anti-fraud obligations, and any applicable securities law requirements.
• Detect, investigate, and prevent fraudulent transactions, unauthorized access, and other potentially illegal or harmful activity.
• Screen users, Authorized Representatives, wallet addresses, and transactions against sanctions, watchlists, and other compliance criteria, and block or restrict access or transactions where required by applicable law or our compliance obligations.
• Enforce our Terms of Service and other agreements.
• Respond to your inquiries and provide customer support.
• Send product updates, platform announcements, and marketing communications, where permitted by law and subject to your opt-out rights.
• Analyze usage trends and conduct research to improve our product and user experience.

4. How We Share Your Information

We do not sell your personal information. We do not share your personal information with third parties for their own direct marketing purposes. We may share your information in the following circumstances:

• Transaction counterparties: Sending Parties and Receiving Parties share relevant transaction details with each other as necessary to negotiate and execute Instruments. Both parties will have access to the executed Instrument and transaction confirmation.
• Service providers: we engage third-party vendors to help us operate our platform, including cloud hosting providers, payment processors, e-signature platforms, identity and accreditation verification providers, and analytics services. These providers access your information only as necessary to perform services on our behalf and are subject to confidentiality obligations.
• Compliance and screening providers: we share information, including names, identifiers, and wallet addresses, with third-party sanctions-screening and compliance-verification providers to screen against sanctions lists, watchlists, and other risk criteria, consistent with our legal and regulatory obligations.
• Payment processors: we share information necessary to process platform fee payments with our third-party payment processor. Instrument investment funds are transferred directly on-chain between the parties; the associated wallet addresses and transaction data are recorded on public blockchain networks (see “Blockchain networks” above) and are not routed through us.
• Legal and regulatory authorities: we may disclose your information when required by law, regulation, subpoena, court order, or governmental request, or when we believe disclosure is necessary to protect the rights, property, or safety of Safecloser, our users, or others.
• Business transfers: in connection with a merger, acquisition, financing, reorganization, bankruptcy, or sale of all or a portion of our assets, your information may be transferred as part of that transaction. We will notify you of any such change in ownership or control of your personal information.
• With your consent: we may share your information for any other purpose with your explicit prior consent.

5. Financial and Legal Data

Safecloser facilitates legally binding financial transactions and maintains records of executed securities agreements. We treat financial and legal data with heightened care consistent with the sensitivity of these records.

Electronic signatures. Instruments executed through the platform are signed using a third-party e-signature provider in a manner designed to comply with the Electronic Signatures in Global and National Commerce Act (ESIGN Act) and the Uniform Electronic Transactions Act (UETA). Each executed document is accompanied by a certificate of completion and an audit trail recording the identity of each signatory, the time and IP address of execution, and the document’s cryptographic hash. We do not alter executed documents after signing.

Audit logs. We maintain tamper-evident logs of all material platform events, including account creation, Instrument term negotiation, document execution, payment initiation, payment confirmation, and Instrument issuance. These logs are maintained separately from the primary application database and are not subject to routine deletion.

Blockchain transactions. Where Settlement is made in a Supported Token, the transaction is recorded on a public blockchain. Wallet addresses and transaction amounts associated with such payments are publicly visible on-chain and cannot be deleted or modified by Safecloser. Users should be aware of the permanent and public nature of on-chain data before initiating Supported Token payments.

No custody of funds. Safecloser does not hold, custody, or control investment funds at any point in the transaction process. Payment flows directly from the Sending Party to the Receiving Party through third-party payment infrastructure. We are not a bank, broker-dealer, or money services business.

6. Eligibility Verification Data

Access to the Safecloser platform requires eligibility verification. A Receiving Party (for example, a company issuing an Instrument) must demonstrate that it is a validly formed US corporation. A Sending Party (for example, an investor) must demonstrate that it qualifies as an “accredited investor” as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933.

Verification is conducted through one or more third-party verification services. The information you submit for verification purposes — which may include financial statements, tax returns, government-issued identification, or professional certifications — is transmitted to and processed by those third-party providers subject to their own privacy policies. We receive verification status results and may retain records of verification outcomes, but we endeavor to minimize our retention of underlying verification documents.

Verification records are retained for the period required to demonstrate compliance with applicable securities law requirements, which may be a minimum of five (5) years from the date of the relevant transaction.

7. Data Retention

We retain different categories of information for different periods depending on the nature of the data and applicable legal requirements:

• Waitlist data: retained until you request deletion or until we invite you to create an account, whichever comes first.
• Account data: retained for the life of your account and for a reasonable period thereafter to allow for account reactivation or to resolve disputes.
• Executed Instruments and transaction records: retained for a minimum of seven (7) years from the date of the relevant transaction, consistent with general commercial recordkeeping practices and applicable securities law requirements.
• Audit logs: retained indefinitely or for the maximum period permitted by applicable law, as these records serve as evidence of platform integrity and transactional compliance.
• Verification records: retained for a minimum of five (5) years from the date of the relevant transaction.
• Payment records: retained for a minimum of seven (7) years consistent with financial recordkeeping requirements.

Upon expiration of the applicable retention period, we will delete or anonymize your information, unless retention is required to comply with a legal obligation, resolve a dispute, or enforce our agreements.

8. Data Security

We implement technical and organizational measures designed to protect your information against unauthorized access, disclosure, alteration, or destruction. These measures include:

• Encryption of data in transit using TLS and encryption of sensitive data at rest.
• Access controls limiting employee access to personal information to those with a legitimate business need.
• Segregation of audit log infrastructure from primary application systems.
• Regular security reviews and vulnerability assessments.
• Due diligence on third-party service providers with access to personal information.

No method of electronic transmission or storage is completely secure. While we take reasonable steps to protect your information, we cannot guarantee absolute security. In the event of a data breach that is required to be reported under applicable law, we will notify affected users as required.

9. Cookies

We use the following types of cookies and similar tracking technologies on our website:

• Essential cookies: necessary for the platform to function, including session management and authentication. These cannot be disabled without impairing platform functionality.
• Analytics cookies: we use privacy-preserving analytics tools to understand how visitors interact with our site. Where possible, we use cookieless or anonymized analytics that do not track individual users across sessions or sites.

We do not use advertising cookies or sell data derived from cookies to third parties. You can control cookie settings through your browser preferences. Disabling essential cookies may prevent you from using certain features of the platform. Our cookie practices may be updated as the platform develops, and we will update this policy accordingly.

10. California Privacy Rights (CCPA)

If you are a California resident, you have certain rights under the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA):

• Right to know: you may request that we disclose the categories and specific pieces of personal information we have collected about you, the categories of sources, the business or commercial purposes for collection, and the categories of third parties with whom we share it.
• Right to delete: you may request deletion of personal information we have collected about you, subject to certain exceptions (including our legal obligation to retain transaction and audit records).
• Right to correct: you may request correction of inaccurate personal information.
• Right to opt out of sale or sharing: we do not sell or share your personal information for cross-context behavioral advertising.
• Right to limit use of sensitive personal information: to the extent we collect sensitive personal information as defined under CPRA, you may request that we limit its use to purposes necessary to provide the Services.
• Right to non-discrimination: we will not discriminate against you for exercising your CCPA rights.

To submit a CCPA request, please contact us at legal@safecloser.com. We will verify your identity before processing your request and respond within 45 days, with an extension of up to an additional 45 days where reasonably necessary.

11. Your Rights and Choices

Regardless of your location, you may exercise the following rights by contacting us:

• Access: request a copy of the personal information we hold about you.
• Correction: request correction of inaccurate or incomplete information.
• Deletion: request deletion of your personal information, subject to our legal retention obligations described in Section 7.
• Opt out of marketing: opt out of marketing and promotional communications at any time by clicking “unsubscribe” in any such email or by contacting us directly. Opting out does not affect transactional communications related to your account or active transactions.
• Data portability: request a copy of your information in a structured, commonly used, machine-readable format where technically feasible.

To exercise any of these rights, please contact us at legal@safecloser.com. We will respond within 30 days. We may need to verify your identity before processing certain requests. Some requests may be subject to limitations where retention is required by law or to protect our legitimate interests.

12. Children’s Privacy

Safecloser is intended solely for use by adults who meet applicable eligibility requirements. Our Services are not directed at individuals under the age of 18, and we do not knowingly collect personal information from minors. If we become aware that we have collected personal information from a person under 18, we will take steps to delete it promptly. If you believe a minor has provided us with personal information, please contact us at legal@safecloser.com.

13. Changes to This Policy

We may update this Privacy Policy from time to time to reflect changes in our practices, the platform, or applicable law. When we do, we will revise the “Last updated” date at the top of this page. If we make material changes, we will notify registered users by email and/or by a prominent notice on our website at least 30 days prior to the changes taking effect, where practicable. Your continued use of our Services after the effective date of any changes constitutes your acceptance of the updated policy.

14. Contact Us

If you have questions, concerns, or requests regarding this Privacy Policy or our data practices, please contact us at:

Safecloser LLC — legal@safecloser.com