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Terms of Service

The agreement between you and AW3 Technology, Inc. covering our website, applications and services.

Effective Date: October 4, 2026 | Last Updated: October 4, 2026

These Terms replace the version dated January 1, 2025.

1. Agreement to These Terms

These Terms of Service ("Terms") form a legally binding agreement between you ("you" or "your") and AW3 Technology, Inc. ("AW3," "we," "us," or "our") governing your access to and use of aw3.tech, its subdomains, and the applications, content and services we make available through them (together, the "Services").

By accessing or using the Services, you confirm that you have read and agree to these Terms and to our Privacy Policy, which is incorporated here by reference. If you do not agree, do not use the Services.

These Terms govern the website. They do not by themselves create a client, investor, advisory or employment relationship, and they are not an offer to perform work. Any engagement is governed by a separate signed agreement — see Section 6.

1.1 Changes to these Terms

We may change these Terms. When we do, we will update the "Last Updated" date above and, for changes that materially affect your rights, give notice through the Services or by email at least 30 days before they take effect, except where a change must take effect sooner to comply with law. Continued use after a change takes effect means you accept it. If you do not accept it, stop using the Services. Changes do not apply retroactively to a dispute that arose before they took effect.

2. Eligibility

You must be at least 18 years old, or the age of majority where you live, to use the Services. By using them you represent and warrant that:

  • You have the legal capacity to enter into these Terms.

  • You are not barred from using the Services under any applicable law.

  • You are not located in, ordinarily resident in, or acting on behalf of anyone in a country or territory subject to comprehensive United States sanctions, and you are not on any United States government restricted-party list. See Section 16.

  • If you are using the Services on behalf of an organisation, you have authority to bind that organisation, and "you" means both you and that organisation.

3. The Services

AW3 Technology is a venture studio. We build and co-found companies, and we take on client engagements. Through the Services we publish information about the studio, its portfolio and its capabilities, and we operate intake forms through which you can ask us to work with you.

What we describe on the Services — capabilities, process, timelines, portfolio companies and pricing — is a description of what the studio does, not a binding offer or a guarantee of any particular result. We may change, suspend or discontinue any part of the Services at any time.

3.1 Informational content is not advice

Nothing on the Services is legal, tax, accounting, financial, investment or other professional advice, and nothing on the Services creates a fiduciary or advisory relationship. Our journal, capability pages and other published material are general commentary. Do not act on any of it without advice from a qualified professional who knows your circumstances.

3.2 Statistics, case studies and forward-looking statements

The Services contain performance figures, portfolio outcomes, case studies, industry statistics and statements about what the studio expects or intends to do. Case studies describe specific past engagements under conditions that will not repeat. Industry statistics come from third-party sources we believe to be reliable but have not independently verified. Forward-looking statements are estimates, not promises.

Past performance does not predict future results. No figure on the Services is a projection, guarantee or warranty of any outcome for you.

3.3 Beta and preview features

We sometimes make features available that are labelled beta, preview, experimental or similar. These are provided as-is, may be changed or withdrawn without notice, may not work, and are excluded from any commitment or warranty we otherwise give.

3.4 AI features

Parts of the Services, including the chat assistant, use artificial intelligence. AI output can be wrong, incomplete or misleading, and it is generated automatically rather than reviewed by a person before you see it. Do not rely on it as a statement of fact, as a commitment by AW3, or as advice. Do not enter confidential, sensitive or personal information about anyone into the chat assistant. The chat assistant is operated by a third-party provider as described in our Privacy Policy.

4. No Offer of Securities

Nothing on the Services is an offer to sell, or a solicitation of an offer to buy, any security, token, digital asset or interest in any fund, company or venture. No part of the Services is an offering document, a private placement memorandum, or a recommendation of any investment.

Information about AW3 ventures, portfolio companies, capital raised or returns is published for general information. It is not investment advice and is not tailored to anyone's circumstances. AW3 is not a registered broker-dealer, investment adviser, or funding portal, and does not act as one.

Our investor intake form exists so that investors can tell us about their mandate. Completing it does not create any investment relationship, does not entitle you to participate in any transaction, and does not oblige us to provide you with any information or opportunity. Any actual investment would be made only through separate definitive documents, only to those eligible under applicable securities law, and subject to all verification those laws require.

5. Digital Assets and Blockchain

Some of our work and some of the companies we describe involve blockchain protocols, smart contracts and digital assets. Where the Services describe that work:

  • We do not custody your digital assets, hold your private keys, or have the ability to recover them. Blockchain transactions are generally irreversible. Loss of a key or a seed phrase means permanent loss of the asset.

  • Smart contracts can contain defects. Audit, review and testing reduce risk but do not eliminate it.

  • Digital assets can be extremely volatile and can become worthless.

  • The legal and regulatory treatment of digital assets is unsettled and changes. You are responsible for determining what applies to you and for your own tax position.

  • We are not responsible for any blockchain network, bridge, exchange, wallet or protocol we do not control, nor for anything that happens on one.

Nothing in this Section is an inducement to acquire any digital asset.

6. Engagements, Fees and Equity

An engagement begins only when both sides sign a written agreement — a master services agreement, statement of work, subscription order, consulting agreement, or the founding documents of a company we co-found (each, an "Engagement Agreement"). Enquiries, intake forms, proposals, quotes, calls and correspondence do not create an engagement.

If an Engagement Agreement conflicts with these Terms, the Engagement Agreement controls for that engagement.

6.1 Fees and invoicing

Unless an Engagement Agreement says otherwise:

  • Invoices are due within 30 days of the invoice date.

  • Overdue amounts accrue interest at the lower of 1.5% per month and the maximum rate permitted by law.

  • Fees are exclusive of taxes, and you are responsible for all sales, use, VAT, GST, withholding and similar taxes, except taxes on our net income.

  • Fees paid are non-refundable except where an Engagement Agreement or applicable law says otherwise.

  • We may suspend work on reasonable notice if an undisputed invoice is more than 30 days overdue.

Prices shown on the Services are indicative and may change. The price that applies to you is the one in your Engagement Agreement.

6.2 Subscription plans and automatic renewal

Some engagements are sold as recurring monthly subscriptions.

If you buy a subscription, it renews automatically each billing period at the then-current rate until you cancel, and we will charge your payment method on each renewal. Before the first charge we will present the recurring price, the billing interval, the fact that it renews until cancelled, and how to cancel. We will send a renewal reminder and notice of any price change in advance where the law requires it.

You may cancel at any time, including through the cancellation method described in your subscription confirmation or by emailing will.schulz@aw3.tech with "Cancel subscription" in the subject line. Cancellation takes effect at the end of the current billing period. We do not pro-rate a partial period unless the law requires it or we agree otherwise in writing. Where a subscription is described as "pause or cancel anytime," that describes the subscription commitment; work already performed and invoiced remains payable.

6.3 Equity and sweat-equity arrangements

We are a venture studio, so some engagements are compensated wholly or partly in equity, and in companies we co-found we hold equity ourselves. Any equity arrangement — the instrument, the amount, vesting, and every other term — is set only in signed definitive documents. Nothing on the Services, and nothing in these Terms, grants, promises or commits anyone to any equity, and no discussion of equity creates any interest in any company.

6.4 Ownership of work product

This Section states our standard position. An Engagement Agreement may change it, and where it does, it controls.

  • Deliverables. On full payment of the fees due for them, we assign to the client all right, title and interest in the deliverables we create specifically for that client under the Engagement Agreement.

  • Pre-existing and generic materials. We retain ownership of everything we bring to the engagement or develop independently of it, including our tools, libraries, frameworks, methodologies, know-how, and generic or reusable components ("AW3 Materials"), together with any improvement to them. Where AW3 Materials are embedded in a deliverable, we grant the client a perpetual, worldwide, non-exclusive, royalty-free, sublicensable licence to use, modify and distribute them as part of that deliverable.

  • Third-party and open-source components. Deliverables may include third-party or open-source components licensed under their own terms, which pass through to the client. We will identify material components on request.

  • Co-founded companies. Where AW3 co-founds a company, ownership of everything built for it is set out in that company's founding documents, agreed before work starts.

  • Residual knowledge. Nothing stops either party's personnel from using general skills, experience and know-how retained in unaided memory, provided they do not use or disclose the other party's Confidential Information.

7. Submissions and Feedback

7.1 Ideas and business information you send us

You may send us business plans, pitch materials, product ideas and similar information through our intake forms, by email or in conversation ("Submissions"). Please read this before you do.

Unless we have signed a confidentiality agreement with you covering them, Submissions are not confidential and we have no obligation to treat them as confidential. We review a very large number of ideas and we build companies ourselves. We may already be working on, or may later independently develop, something similar or identical to your Submission, and we may work with others who do. Nothing in this Section gives us a licence to your intellectual property, and we do not claim ownership of your Submission — but:

  • You agree that we have no obligation to you in relation to a Submission, including any obligation to review it, keep it confidential, return it, respond to it, or compensate you for it.

  • You agree not to bring any claim against us arising from any similarity between a Submission and anything we or the companies we work with develop, acquire or publish, where we have not used your Confidential Information in breach of an agreement.

  • You represent that you have the right to send us the Submission and that doing so does not breach any obligation you owe anyone else.

If you want your information treated as confidential, tell us before you send it and ask us to sign a confidentiality agreement. We frequently do. Do not send confidential information through a public form.

7.2 Feedback

If you send us suggestions about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them for any purpose without obligation or attribution.

8. Confidentiality

Where we have signed a confidentiality agreement, or where an Engagement Agreement contains confidentiality terms, those govern.

Absent that, if either party discloses information that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances ("Confidential Information"), the receiving party will use it only for the purpose it was given, protect it with at least reasonable care, and not disclose it except to its personnel and advisers who need it and are bound by comparable obligations. This does not apply to information that is or becomes public without breach, was already known free of obligation, is independently developed without use of the Confidential Information, or is received from a third party entitled to disclose it. A party may disclose Confidential Information where legally compelled, giving the other party prompt notice where lawful so it can seek protection.

These obligations last three years from disclosure, and for trade secrets as long as they remain trade secrets.

9. Our Intellectual Property and Your Licence

The Services, and all content, features, design, text, graphics, logos, images, audio, software and compilations in them, are owned by AW3 Technology or its licensors and protected by intellectual property law. "AW3," "AW3 Technology," our logo and our product names are our trademarks. Nothing here grants you any right to use them.

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable licence to access and use the Services for your own personal or internal business purposes. You may not:

  • Reproduce, modify, distribute, publicly display or create derivative works from the Services or their content beyond what the Services obviously permit, without our written permission.

  • Use any content commercially without a separate licence.

  • Reverse engineer, decompile or disassemble any part of the Services, except where that restriction is prohibited by law.

  • Remove or obscure any proprietary notice.

  • Use scraping, crawling, data mining or similar automated means to extract content, other than by a search engine crawler obeying our robots.txt.

  • Use the Services or their content to train, fine-tune or evaluate any machine learning or artificial intelligence model, without our written permission.

  • Resell, sublicense or make the Services available to any third party as a service.

10. Acceptable Use

You agree not to use the Services to:

  • Break any applicable law or regulation.

  • Infringe anyone's intellectual property, privacy, publicity or other rights.

  • Transmit anything defamatory, obscene, harassing, fraudulent or otherwise unlawful.

  • Impersonate AW3, our personnel, or anyone else, or misrepresent your affiliation.

  • Interfere with the operation of the Services, or with anyone else's use of them.

  • Introduce malware or any other harmful code.

  • Attempt to gain unauthorised access to the Services, our systems, or any account, including by probing or scanning for vulnerabilities without our written authorisation.

  • Circumvent any rate limit, access control or security measure.

  • Submit anyone else's personal information without the authority to do so.

  • Send unsolicited commercial messages through our forms or to our addresses.

We may investigate suspected breaches and may remove content, suspend access or report conduct to law enforcement. If you believe you have found a security vulnerability, please email will.schulz@aw3.tech with "Security" in the subject line rather than exploiting it; we will not pursue good-faith research that respects this Section and gives us reasonable time to remediate.

If you believe material on the Services infringes your copyright, send a notice under the Digital Millennium Copyright Act to will.schulz@aw3.tech, with "DMCA" in the subject line, containing: your physical or electronic signature; identification of the work; identification of the material and where it is; your contact details; a statement that you believe in good faith the use is not authorised; and a statement, under penalty of perjury, that the information is accurate and you are authorised to act. We will respond as the DMCA requires, including by removing material where appropriate, and we may terminate access for repeat infringers. You may submit a counter-notice if your material was removed in error.

The Services link to and embed third-party services — portfolio company sites, our scheduling tool, social platforms, a map, a chat widget. We do not control them, we do not endorse them by linking to them, and we are not responsible for their content, practices, availability or terms. Your use of a third-party service is between you and that provider, under its terms and its privacy policy.

13. Disclaimer of Warranties

THE SERVICES AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AW3 DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE.

We do not warrant that the Services will meet your requirements, be uninterrupted, timely, secure, accurate or error-free, that defects will be corrected, or that the Services are free of harmful components.

Some jurisdictions do not allow the exclusion of implied warranties or of certain damages. Where that is so, the exclusions in this Section and in Section 14 apply only to the extent permitted, and you may have rights that these Terms cannot limit. Nothing in these Terms excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AW3 AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA OR ANTICIPATED SAVINGS, WHETHER OR NOT FORESEEABLE AND WHATEVER THE THEORY OF LIABILITY, ARISING FROM OR RELATING TO THE SERVICES OR THESE TERMS.

OUR TOTAL AGGREGATE LIABILITY arising from or relating to the Services or these Terms will not exceed the greater of (a) the total amount you paid us for the Services in the twelve months before the event giving rise to the claim, and (b) one hundred United States dollars ($100).

This Section does not limit liability under an Engagement Agreement, which has its own liability terms. These limitations apply even if a limited remedy fails of its essential purpose, and they are a fundamental basis of the bargain between us.

15. Indemnification

You will defend, indemnify and hold harmless AW3 and its affiliates, officers, directors, employees, contractors, agents and licensors from any claim, liability, damage, judgment, loss, cost or expense (including reasonable legal fees) arising from or relating to: your use of the Services; your breach of these Terms; your violation of any law or of any third party's rights; or any Submission or other content you provide.

We will notify you of any claim, give you control of the defence (except that we may participate with our own counsel at our expense), and cooperate reasonably. You may not settle a claim in a way that imposes any obligation or admission on us without our written consent.

16. Export Control and Sanctions

The Services are controlled from the United States. You agree to comply with all applicable export control and sanctions laws, including those administered by the US Department of Commerce and the Office of Foreign Assets Control. You may not access or use the Services if you are subject to US sanctions or located in a comprehensively sanctioned territory, and you may not provide access to anyone who is.

17. Term, Suspension and Termination

These Terms apply while you use the Services. We may suspend or terminate your access at any time, with or without notice, if we reasonably believe you have breached these Terms, if your use creates risk or legal exposure, or if we discontinue the Services. You may stop using the Services at any time.

Termination of these Terms does not by itself terminate an Engagement Agreement, which ends according to its own terms. Sections 3.1–3.4, 4, 5, 6.1, 6.3, 6.4, 7, 8, 9, 13, 14, 15, 16, 18, 19 and 20, and any other provision that by its nature should survive, survive termination.

18. Dispute Resolution and Arbitration

Please read this Section carefully. It affects how disputes between us are resolved and limits the ways you can seek relief, including by requiring individual arbitration instead of a court or jury trial.

18.1 Informal resolution first

Before starting arbitration, you agree to email will.schulz@aw3.tech with "Legal notice" in the subject line and a short description of the dispute and the relief you want, and to give us 60 days to resolve it. We will do the same before bringing a claim against you. This step is a condition of starting arbitration, and the limitation period is tolled while it runs.

18.2 Agreement to arbitrate

If the dispute is not resolved, any dispute, claim or controversy arising out of or relating to these Terms or the Services will be settled by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and, where applicable, its Consumer Arbitration Rules. The arbitration will be seated in San Francisco County, California. A single arbitrator will decide. For claims under $25,000, the arbitration may proceed on documents alone unless the arbitrator decides a hearing is needed, and you may elect to appear by telephone or video. The arbitrator may award the same individual relief a court could, and the award may be entered as a judgment in any court of competent jurisdiction. The Federal Arbitration Act governs this Section.

18.3 Your right to opt out

You may opt out of this arbitration agreement. Email will.schulz@aw3.tech with the subject line "Arbitration Opt-Out," stating your name and that you are opting out, within 30 days of first accepting these Terms. Opting out costs you nothing, does not affect anything else in these Terms, and does not affect any other agreement between us. If you opt out, Section 18.6 governs instead.

18.4 Exceptions

Either party may bring an individual claim in small claims court if it qualifies, and either party may seek injunctive or other equitable relief in court to protect intellectual property or Confidential Information, without first following Sections 18.1–18.2.

18.5 Class action waiver and coordinated filings

YOU AND AW3 AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY INDIVIDUALLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims or preside over any form of representative proceeding.

If 25 or more similar claims are asserted against us by or with the help of the same or coordinated counsel, the parties agree the claims will be administered in sequential batches of no more than 50, with a single arbitrator per batch, and that the limitation period is tolled for claims awaiting their batch.

If this Section 18.5 is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and heard in court under Section 18.6, and the rest of this Section 18 continues to apply to all other claims. If the prohibition on class arbitration is found unenforceable, Section 18.2 is void in its entirety.

18.6 Governing law and forum

These Terms and any dispute arising from them are governed by the laws of the State of California, without regard to its conflict of law rules and excluding the UN Convention on Contracts for the International Sale of Goods. For any dispute not subject to arbitration, you and AW3 submit to the exclusive jurisdiction of the state and federal courts in San Francisco County, California, and waive any objection to venue there.

Nothing in this Section deprives a consumer of the protection of mandatory law in their country of residence, or of the right to bring proceedings there where that law so provides.

18.7 Time limit

To the extent permitted by law, any claim arising from or relating to these Terms or the Services must be brought within one year after it arises, or it is permanently barred.

19. General

  • Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and AW3 about the Services, and supersede all prior communications about them. An Engagement Agreement supersedes these Terms for the engagement it covers.

  • Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent needed to make it enforceable while preserving its intent, or severed if it cannot be. The rest stays in force. Section 18.5 has its own severability rule.

  • No waiver. Our failure to enforce a provision is not a waiver of it.

  • Assignment. You may not assign or transfer these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets. Any attempted assignment in breach of this is void.

  • No agency. Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship between us.

  • No third-party beneficiaries. Except for the indemnified parties named in Section 15, these Terms create no rights in anyone who is not a party.

  • Force majeure. Neither party is liable for a failure or delay caused by something beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, epidemic, labour dispute, government action, utility or network failure, or failure of a third-party provider. This does not excuse an obligation to pay.

  • Notices. We may give you notice by email to the address you gave us, or by posting on the Services. You give us notice by email to will.schulz@aw3.tech. Notice is effective when sent, unless a provision of these Terms requires otherwise.

  • Headings and interpretation. Headings are for convenience. "Including" means "including without limitation."

  • Language. These Terms are made in English. Any translation is for convenience, and the English version governs.

20. California Users

Under California Civil Code § 1789.3, California residents may report a complaint about the Services to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone on (800) 952-5210.

California residents also have the privacy rights described in our Privacy Policy, including rights under the California Consumer Privacy Act as amended.

21. Contact

AW3 Technology, Inc. 1 Ferry Building, Ste 201, San Francisco, CA 94111, United States

All notices — legal, billing, security, copyright and privacy — go to will.schulz@aw3.tech, which is monitored by the studio. Mark the subject line with the subject ("Legal notice," "Arbitration Opt-Out," "DMCA," "Privacy request," "Security") so it reaches the right person quickly.

You can also reach us through aw3.tech/contact.