Terms of Service

Last updated 2026-04-29.

These Terms of Service (the “Terms”) are a binding agreement between you and EarlyBird (“EarlyBird,” “we,” “us”), the company operating investearlybird.com. They govern your use of the website, the email waitlist, and the authenticated dashboard (collectively, the “Service”). By using the Service or by clicking a checkbox indicating that you accept these Terms, you agree to them. If you do not agree, do not use the Service.

Not legal advice. This document is provided for transparency. It is not legal advice, and reading it does not create an attorney–client relationship. Before relying on it for any decision, consult your own counsel.

Pre-launch notice

EarlyBird is pre-launch. Today the Service is limited to a marketing site, an email waitlist, and an authenticated dashboard. No credit card has been issued, no investment account has been opened, and no securities or other investment products are being offered for sale through the Service. Joining the waitlist or creating a Clerk-authenticated account does not create an investment-advisory, brokerage, custodial, banking, or credit relationship with EarlyBird or any of its partners.

When the EarlyBird Card and the rewards-allocation investing service launch, additional agreements will apply, including:

• a Customer Account Agreement that, together with these Terms, will govern your overall relationship with EarlyBird;
• an Investment Advisory Agreement between you and EarlyBird Advisors, the federally covered registered investment adviser that will manage your rewards allocations;
• a Cardholder Agreement issued by the bank that issues the EarlyBird Card, which is a separate contract between you and that bank; and
• product-specific disclosures and subscription documents for any Reg CF or other exempt offering you direct rewards into.

You will be asked to review and accept those agreements before any product activates. These Terms control today; on launch, the Customer Account Agreement controls in the event of a conflict between it and these Terms.

Eligibility

To use the Service you must:

• be at least 18 years old and have reached the age of majority in your state of residence;
• be a U.S. resident with a valid U.S. mailing address; and
• have the legal capacity to enter into a binding contract.

By using the Service you represent and warrant that you satisfy each of these requirements. We may refuse the Service to anyone, at any time, for any lawful reason.

Your account

If you create an authenticated account, you will sign in through Clerk, our identity provider. You are responsible for keeping your sign-in credentials confidential and for all activity that happens under your account. Notify us at support@investearlybird.com if you believe your account has been compromised. We may suspend or close your account at any time for suspected fraud, suspected violation of these Terms, suspected violation of law, or to protect other users or the Service.

You may close your account at any time by emailing support@investearlybird.com or, when available, using the “Delete account” control in the dashboard. Closing your account does not eliminate retention obligations described in our Privacy Policy.

Waitlist

By joining the waitlist you agree that we may email you about EarlyBird, including launch updates, product news, and transactional notices. The waitlist is an expression of interest only; it is not a reservation of any product, an offer to sell any security, an investment advisory engagement, or a promise that we will offer the Service to you. You can leave the waitlist at any time using the unsubscribe link in any email or by writing to privacy@investearlybird.com.

No offer of securities; no advice today

Nothing on the Service today is, and nothing on the Service today should be construed as:

• an offer to sell or a solicitation of an offer to buy any security;
• investment advice, financial advice, tax advice, or legal advice;
• a recommendation to buy, sell, or hold any security or other asset;
• the establishment of an advisory or fiduciary relationship between you and EarlyBird or any of its affiliates.

EarlyBird Advisors, our affiliated registered investment adviser, has been organized but has not yet onboarded clients. The advisory relationship will arise only when you separately accept the Investment Advisory Agreement after launch. Materials describing the future product (including the “About” page, marketing copy, blog posts, and waitlist communications) are general informational content, are not tailored to your situation, and may change before launch.

Forward-looking product description

When the EarlyBird Card and investing service launch, EarlyBird Advisors will manage a rewards-allocation engine that allocates earned interchange rewards across a curated set of early-stage offerings, primarily offerings exempt under Regulation Crowdfunding (Reg CF). Investments in early-stage companies are highly speculative, illiquid, and subject to total loss. Reg CF investments are subject to per-investor annual limits and to a 48-hour-before-deadline cancellation right under SEC Rule 206. No investment will be made on your behalf without your acceptance of the relevant subscription documents and your investor self-certifications. The product description in these Terms is informational; the binding terms of any future investment will appear in product-specific documents.

Electronic delivery (ESIGN consent)

By using the Service you consent to receive all communications, agreements, disclosures, statements, notices, and records relating to your account from EarlyBird in electronic form — by email to the address on file, by posting in the dashboard, or, when available, by in-app notification — rather than on paper. You confirm that you have a device and software capable of receiving and viewing PDFs and HTML documents and an email account at which we can reach you.

You may withdraw your consent to electronic delivery at any time by emailing support@investearlybird.com, but doing so may require us to suspend or terminate your access to the Service because we are not currently set up to provide paper-only delivery. You may obtain a paper copy of any electronic record we have provided by emailing the same address; we may charge a reasonable fee for paper copies once the EarlyBird Card and investing service have launched. Update your contact information promptly when it changes.

Acceptable use

You agree not to:

• use the Service for any unlawful purpose, or in violation of any applicable U.S. federal or state law, including securities, banking, anti-money-laundering, sanctions, and consumer-protection law;
• impersonate any person or misrepresent your affiliation;
• reverse engineer, decompile, scrape, or attempt to derive source code from the Service except to the extent applicable law expressly prohibits this restriction;
• interfere with or disrupt the Service, servers, or networks, including by introducing malware, attempting to gain unauthorized access, or running automated scripts beyond ordinary browser use;
• use the Service to transmit anything defamatory, fraudulent, harassing, infringing, or obscene; or
• use the Service to develop or train a competing product, including by training a machine-learning model on its content.

We may investigate suspected violations and may suspend or terminate your access without notice while we do so.

Intellectual property

EarlyBird and its licensors own the Service, including all software, designs, text, graphics, logos, and trademarks. We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your personal, non-commercial use, subject to these Terms. We reserve all rights not expressly granted.

If you submit feedback, suggestions, or ideas about the Service, you grant EarlyBird a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use them for any purpose, without obligation or compensation to you. We do not currently host user-generated content; if and when we add community features, we will publish a content policy and a content license at that time.

Third-party services

The Service relies on third-party providers, including (today) Clerk for authentication, Resend for email, Vercel and Railway for hosting, Neon for database, Cloudflare for DNS and CDN, Sentry for error monitoring, and PostHog for product analytics. After launch, additional regulated partners (currently planned: North Capital, Nxtmoves, Plaid, and an issuing bank) will be involved in the EarlyBird Card and investing service. Your use of those services is subject to their own terms and privacy policies. EarlyBird is not responsible for the acts or omissions of third-party providers except as required by applicable law.

Links to third-party websites are provided for convenience. We do not endorse and are not responsible for the content, products, or practices of those sites.

Privacy

Our handling of personal information is described in our Privacy Policy. By using the Service you acknowledge our privacy practices.

Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, EARLYBIRD DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF MALICIOUS CODE.

EARLYBIRD MAKES NO WARRANTY THAT THE SERVICE WILL RESULT IN ACCESS TO THE EARLYBIRD CARD OR ANY INVESTMENT PRODUCT, OR THAT ANY FUTURE INVESTMENT WILL ACHIEVE ANY PARTICULAR RESULT. INVESTMENTS DESCRIBED OR REFERENCED ANYWHERE ON THE SERVICE INVOLVE RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

Some jurisdictions do not allow the disclaimer of certain warranties, so some of the above disclaimers may not apply to you.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EARLYBIRD, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT EARLYBIRD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, EARLYBIRD’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU HAVE PAID TO EARLYBIRD IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY (TODAY: ZERO, BECAUSE THE SERVICE IS FREE) AND (B) ONE HUNDRED U.S. DOLLARS ($100).

NOTHING IN THESE TERMS LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT, AS A MATTER OF APPLICABLE LAW, BE LIMITED OR EXCLUDED, INCLUDING ANY FIDUCIARY DUTIES OWED BY EARLYBIRD ADVISORS UNDER THE INVESTMENT ADVISERS ACT OF 1940 ONCE THE INVESTMENT ADVISORY AGREEMENT IS IN EFFECT, OR LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

Indemnification

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless EarlyBird and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claim, demand, action, loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to (a) your use of the Service, (b) your violation of these Terms, (c) your violation of applicable law, or (d) your violation of any right of another person. EarlyBird may assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with our defense.

Dispute resolution; arbitration; class waiver

Read this section carefully. It affects your rights, including by requiring binding individual arbitration of most disputes and waiving your right to a jury trial and to participate in class actions.

Informal resolution

Before bringing a formal proceeding, you agree to first contact us at legal@investearlybird.com with a written description of the dispute and the relief you seek. We will try in good faith to resolve the dispute within 60 days. If we cannot, either party may proceed under this section.

Binding arbitration

Except for the carve-outs in “Exceptions” below, you and EarlyBird agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a “Dispute”) will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, as modified by these Terms. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.

The arbitration will be conducted by a single arbitrator. The seat of arbitration will be the U.S. county where you reside, or another mutually agreed location, or, if conducted by videoconference, the place specified by AAA. The arbitrator may award any individual relief that a court could award, but may not award relief on a class, collective, or representative basis. Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver

YOU AND EARLYBIRD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative proceeding. If a court decides this class waiver is unenforceable as to any claim, that claim must proceed in court rather than in arbitration; the rest of this section remains in force.

Exceptions

This section does not apply to: (a) small-claims court actions brought on an individual basis; (b) claims for injunctive or equitable relief to stop unauthorized use of the Service or infringement of intellectual property; (c) claims that, by applicable federal law, may not be subject to predispute arbitration; or (d) after launch, claims required to be brought before the Financial Industry Regulatory Authority (FINRA) under any FINRA-member account agreement, which will be addressed in the Customer Account Agreement.

30-day right to opt out of arbitration

You may opt out of this arbitration agreement by emailing legal@investearlybird.com within 30 days of first accepting these Terms, with the subject line “Arbitration Opt-Out,” and including your full name, the email associated with your account, and a clear statement that you wish to opt out of the arbitration agreement. Opting out will not affect any other part of these Terms. Opting out is the only way to preserve your right to bring a claim in court (other than the carve-outs in “Exceptions” above).

Termination

We may suspend or terminate your access to the Service at any time, for any lawful reason, with or without notice. You may stop using the Service at any time. Sections that by their nature should survive termination — including Intellectual property, Disclaimers, Limitation of liability, Indemnification, Dispute resolution, and General — will survive.

After launch, termination of any advisory or brokerage account will follow the wind-down process described in the applicable Customer Account Agreement and Investment Advisory Agreement, which will, consistent with our fiduciary duties, require liquidation or transfer of any positions held in connection with your rewards allocations before account closure.

Changes to the Terms

We may update these Terms from time to time. The “Last updated” date at the top reflects the most recent change. For material changes — including the changes that will accompany the launch of the EarlyBird Card and the investing service — we will notify registered users by email and post a notice on the Service before the new Terms take effect. Continued use of the Service after the effective date of an update constitutes acceptance of the updated Terms. If you do not agree, stop using the Service.

General

• Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The Federal Arbitration Act governs the arbitration section.
• Venue (for matters not subject to arbitration). State or federal courts located in the State of Delaware, and you and EarlyBird consent to the personal jurisdiction of those courts.
• Entire agreement. These Terms, together with the Privacy Policy and any other agreement you accept (after launch, the Customer Account Agreement, Investment Advisory Agreement, Cardholder Agreement, and product disclosures), are the entire agreement between you and EarlyBird about the Service and supersede prior agreements on the same subject. If there is a conflict between these Terms and a more specific written agreement that you and we have signed, the more specific agreement controls.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign these Terms without our written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Notices. We may give you notice by email to the address on file or by posting in the dashboard. You may give us notice by email to legal@investearlybird.com.
• Force majeure. Neither party will be liable for delays caused by events beyond its reasonable control.
• No agency or partnership. These Terms do not create an agency, partnership, joint venture, or employment relationship.
• Headings. Section headings are for convenience only and do not affect interpretation.

Contact

• General support — support@investearlybird.com.
• Privacy — privacy@investearlybird.com.
• Legal and dispute notices — legal@investearlybird.com.

After launch, the postal address of EarlyBird’s registered office and the name of our Chief Compliance Officer (Comrie Flinn) will appear here.