Terms of Service

Effective Date: February 17, 2026

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES. These Terms of Use (these "Terms") constitute a legally binding agreement between you and Carnelian Ventures LLC, a Delaware limited liability company ("Company," "Carnelian," "we," "our," or "us"), governing your access to and use of the websites, platforms, applications, and services owned or operated by the Company, including without limitation the Carnelian Compass platform, ESG Compass, DAF Compass, and all related tools, software, data, and services (collectively, the "Services").

BY ACCESSING OR USING ANY PART OF THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SERVICES.

ARTICLE I — DEFINITIONS

As used in these Terms, the following terms shall have the meanings set forth below:

  1. "Authorized User" means any individual who is authorized by you to access the Services under your account.
  2. "Confidential Information" means any non-public information disclosed by either party to the other, whether orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential.
  3. "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, proprietary algorithms, ESG scoring methodologies, data compilations, and other intellectual property rights.
  4. "User Content" means any data, content, materials, documents, or information submitted, uploaded, or transmitted by you through the Services.
  5. "Subscription Term" means the period during which you have an active, paid subscription to the Services.

ARTICLE II — ELIGIBILITY AND ACCOUNT REGISTRATION

Section 2.1. Eligibility.

You represent and warrant that you are at least eighteen (18) years of age, that you have the legal capacity to enter into a binding agreement, and that your use of the Services does not violate any applicable law or regulation. If you are accessing the Services on behalf of a legal entity, you further represent and warrant that you have the authority to bind such entity to these Terms.

Section 2.2. Account Registration.

Certain features of the Services require account registration. You agree to provide accurate, current, and complete information during registration and to update such information promptly as necessary to maintain its accuracy. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

Section 2.3. Account Security.

You shall immediately notify the Company of any unauthorized use of your account or any other breach of security. The Company shall not be liable for any loss arising from your failure to comply with this Section.

ARTICLE III — DESCRIPTION OF SERVICES

The Company operates through three integrated business units, each of which may provide Services subject to these Terms:

  1. Carnelian Studio: venture building, portfolio management, and strategic support for early-stage ventures with a focus on impact investing and ESG-aligned companies;
  2. Carnelian Advisory: fractional Chief Operating Officer services, operational consulting, nonprofit practice support, policy analysis, and organizational development for mission-driven companies; and
  3. Carnelian Technology: SaaS platform development, including the Carnelian Compass platform — a real-time global impact intelligence system combining ESG investment analytics with charitable giving measurement.

The specific features, data access, and service levels available to you will depend on the subscription tier, service agreement, or engagement letter applicable to your use.

ARTICLE IV — SUBSCRIPTION TERMS AND PAYMENT

Section 4.1. Subscription Tiers.

The Company's SaaS Services are offered through tiered subscription plans, which may include free, basic, professional, and enterprise tiers. The features, functionality, and pricing associated with each tier are described on the Company's website and in applicable order forms or service agreements.

Section 4.2. Fees and Payment.

Paid subscriptions shall be billed in advance on a monthly or annual basis, as selected at the time of purchase. All fees are stated in U.S. dollars and are non-refundable except as expressly provided herein or as required by applicable law. The Company reserves the right to modify its pricing upon not less than thirty (30) days' prior written notice to you.

Section 4.3. Taxes.

All fees are exclusive of applicable taxes. You are responsible for paying all taxes, levies, and duties associated with your use of the Services, excluding taxes based on the Company's net income.

Section 4.4. Free Tier.

Free-tier access is provided on an "as-is" basis with limited functionality. The Company reserves the right to modify, suspend, or discontinue free-tier access at any time without prior notice or liability.

Section 4.5. Enterprise and White-Label Agreements.

White-label deployments, enterprise licenses, and custom pricing arrangements shall be governed by separate written agreements that may supplement or supersede certain provisions of these Terms.