Effective date: October 27, 2026
Last updated: October 27, 2026

1. About These Terms

These Terms & Conditions (“Terms”) govern your access to and use of https://www.heyrupert.com/ (the “Website”) and describe the general terms under which The Night Ventures, LLC, doing business as Rupert (“Rupert,” “we,” “us,” or “our”), offers its services.

Business address:
The Night Ventures, LLC
321 South Main Street, #543
Sebastopol, CA 95472
United States

Contact: team@heyrupert.com

By using the Website, you agree to the provisions that apply to your use of it. If you do not agree, do not use the Website.

If you purchase or engage Rupert’s services, the additional provisions in Section 12 and the specific commercial terms in your signed Statement of Work, service order, or separate service agreement will apply.

If a signed service agreement conflicts with these Terms, the signed agreement will control for that engagement to the extent of the conflict.

2. What Rupert Does

Rupert provides expert-managed investor research, investor matching, personalized investor outreach, follow-up coordination, and related fundraising-process support for founders and companies raising capital.

Depending on the agreed scope, services may include:

  • Reviewing a company’s business, fundraising objectives, and materials.
  • Researching investors and evaluating potential fit based on sector, stage, geography, investment focus, and other relevant criteria.
  • Building and organizing tailored investor target lists.
  • Developing personalized outreach messaging.
  • Conducting outreach and managing follow-up communications.
  • Tracking responses and providing campaign visibility.
  • Helping clients organize and prepare for investor conversations.

The exact services, deliverables, responsibilities, fees, and timeline for a paid engagement are defined in the applicable service agreement or Statement of Work.

Rupert may refine its Website, service descriptions, and general operating methods over time. A change to a live engagement’s agreed scope will be handled in accordance with the applicable service agreement.

3. No Guarantee of Fundraising Outcomes

Rupert provides research, targeting, outreach, and process-management services. We do not guarantee:

  • That a particular investor will be identified or contacted.
  • That any investor will respond to an outreach message.
  • That any meeting, introduction, term sheet, or investment will result.
  • That a client will raise any amount of capital or complete a financing.
  • That information about an investor’s investment focus, availability, or preferences is complete, current, or accurate in every respect.

Investor decisions depend on factors outside Rupert’s control, including investment mandates, market conditions, timing, company readiness, and individual investor judgment.

Any historical experience, database size, examples, or other results described on the Website are informational and do not guarantee equivalent results for a particular client.

Clients remain responsible for their fundraising decisions and for evaluating prospective investors and proposed financing terms.

Rupert’s services are not a substitute for independent legal, tax, accounting, or investment advice.

Clients are responsible for obtaining advice from qualified professionals regarding securities laws, offering requirements, investor eligibility, disclosures, corporate approvals, tax consequences, and financing documentation.

Rupert does not promise that its services, investor database, outreach methods, or recommendations satisfy every legal or regulatory requirement applicable to a particular client or financing.

Nothing on the Website is an offer to sell securities, a solicitation to buy securities, or a recommendation that any person invest in a particular security.

Regulatory boundary: The precise activities Rupert may perform, including any investor introductions, transaction-related involvement, or compensation arrangements, are subject to applicable law. These Terms do not determine Rupert’s regulatory status or authorize activities requiring registration, licensing, or other approvals.

5. Website Use

You may use the Website only for lawful purposes and in accordance with these Terms.

You agree not to:

  • Use the Website in violation of applicable law or third-party rights.
  • Attempt to gain unauthorized access to the Website, its infrastructure, or related systems.
  • Interfere with Website security, availability, or operation.
  • Introduce malicious code or conduct activities intended to disrupt the Website.
  • Scrape, harvest, or systematically extract Website data in a manner that violates applicable law or infringes our rights.
  • Misrepresent your identity, authority, affiliation, or purpose when contacting Rupert.
  • Use Website content to mislead others or make unsupported claims about Rupert.

We may restrict or suspend access where reasonably necessary to protect the Website, our business, users, or third parties, subject to applicable law.

6. Intellectual Property

Unless otherwise indicated, the Website and its content—including text, graphics, branding, logos, design, and original materials—are owned by Rupert or used under license and are protected by applicable intellectual property laws.

You may view the Website and use its content for your personal or internal business evaluation. You may not reproduce, distribute, commercially exploit, or create derivative works from Website content without permission, except as permitted by law.

These Terms do not transfer ownership of Rupert’s pre-existing intellectual property, methodologies, templates, tools, databases, or general know-how to a client.

Ownership and permitted use of client materials, custom deliverables, research, and campaign records are addressed in Section 12 and the applicable service agreement.

7. Information You Submit

When submitting information through the Website or providing information in connection with a potential or active engagement, you represent that, to the best of your knowledge:

  • The information you provide is not knowingly false or misleading.
  • You have the authority to provide the information for the stated purpose.
  • You have the necessary rights and permissions to share any documents, data, or materials you submit.
  • Your submission does not knowingly violate another person’s rights or applicable law.

Please do not submit confidential, sensitive, or proprietary information through a general contact form unless the form is expressly intended for that purpose and appropriate safeguards have been considered.

Submission of information does not automatically create a client relationship, confidentiality agreement, advisory relationship, or obligation for Rupert to provide services.

Any confidentiality obligations will arise under an applicable signed agreement, if one exists, and applicable law.

The Website may rely on third-party services or link to external websites. Those services and websites are operated independently and may be subject to separate terms and privacy policies.

Rupert does not control third-party websites and is not responsible for their content, availability, or practices, except to the extent required by applicable law.

9. Disclaimers

To the maximum extent permitted by applicable law, the Website and its general informational content are provided on an “as is” and “as available” basis.

Rupert does not warrant that the Website will always be available, uninterrupted, secure, or error-free, or that all Website content will be complete, current, or accurate.

Nothing in these Terms excludes a warranty, right, or remedy that cannot lawfully be excluded or limited.

10. Limitation of Liability

To the maximum extent permitted by applicable law, Rupert will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, business opportunities, goodwill, or anticipated financing, arising from or relating to Website use or the services.

Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by law, including liability that cannot lawfully be excluded for fraud, willful misconduct, or other non-waivable matters.

For paid engagements, any additional liability caps, exclusions, or allocation of risk must be expressly set out in the applicable signed service agreement.

11. Indemnification

To the extent permitted by applicable law, you agree to be responsible for third-party claims arising from your unlawful use of the Website, your material breach of these Terms, or your infringement of another person’s rights through materials you submit or distribute.

This provision does not apply to the extent a claim results from Rupert’s own conduct for which you cannot lawfully be required to indemnify Rupert.

Any broader indemnification obligations relating to paid services must be expressly agreed in the applicable service agreement.

12. Additional Terms for Rupert’s Paid Services

This section describes the general framework for paid engagements. The signed Statement of Work, service order, or service agreement remains the primary document for engagement-specific commercial terms.

12.1 Scope and commencement

Rupert will perform the services expressly described in the applicable signed agreement.

The agreement identifies the scope of work, deliverables, responsibilities, fees, payment schedule, commencement date, expected duration, and any agreed limits or dependencies.

Rupert is not obligated to begin work until the required agreement is signed and any agreed initial payment or onboarding requirements have been satisfied.

Requests outside the agreed scope may require a written change order or separate agreement.

12.2 Fixed fees and payment

Rupert charges fixed setup fees and recurring service fees as specified in the applicable service agreement or service order.

Rupert does not charge a percentage of capital raised or a success fee under its standard service model.

The applicable agreement must state the actual fees, billing frequency, payment method, payment due dates, taxes if applicable, and any agreed expenses.

No price, minimum commitment, automatic renewal, or cancellation charge applies solely because it appears in a general description of Rupert’s services; it must be established in the applicable commercial agreement or otherwise validly agreed.

If an invoice becomes overdue, Rupert may exercise any suspension or collection rights expressly provided in the applicable agreement and permitted by law.

12.3 Client responsibilities

Clients are responsible for:

  • Providing accurate, complete, and reasonably current company and fundraising information.
  • Providing truthful fundraising materials and promptly correcting material inaccuracies.
  • Identifying any restrictions on the use or disclosure of information.
  • Reviewing and approving investor criteria, target lists, messaging, and materials where approval is required by the engagement.
  • Ensuring they have the authority and rights necessary for Rupert to use supplied information and materials.
  • Responding to reasonable requests for information, decisions, and approvals.
  • Making final decisions about fundraising strategy, investor engagement, disclosures, and financing terms.
  • Obtaining any legal, regulatory, tax, or other professional advice needed for their fundraising activities.

Delays, incomplete information, changes in fundraising strategy, or failure to provide required approvals may affect the timing and effectiveness of the engagement.

12.4 Investor research and outreach

Rupert will perform the research and outreach activities agreed in the applicable service agreement.

Investor research relies on information that may change or be incomplete. Rupert does not guarantee that every target is actively investing, meets every client criterion, or will be interested in a particular opportunity.

Outreach is subject to investor preferences, applicable law, technical delivery constraints, and other circumstances outside Rupert’s control.

Rupert may use professional judgment to conduct the agreed work. Material changes to the agreed scope or strategy will be handled under the applicable agreement.

12.5 Client ownership of investor relationships

The parties intend that the client retains ownership and control of its investor relationships.

Subject to applicable law and any third-party rights, investors contacted or identified for a client’s engagement are intended to remain available for the client to engage directly. Replies and relevant campaign communications will be made available or routed to the client in accordance with the agreed workflow.

Rupert does not claim ownership of the client’s investor relationships merely because Rupert researched an investor or conducted outreach.

This section does not transfer ownership of Rupert’s pre-existing database, general research methodology, software, internal tools, or proprietary processes. The specific rights to custom deliverables, research records, campaign data, and copies of correspondence are defined in the applicable service agreement.

12.6 Confidentiality

Each party will protect the other party’s non-public information received in connection with an engagement and use it only for the agreed purposes, subject to the applicable agreement and law.

A signed confidentiality or non-disclosure agreement, if applicable, governs the parties’ detailed confidentiality obligations.

Unless otherwise agreed in writing, clients should not assume that merely submitting information to Rupert creates an unlimited or perpetual confidentiality obligation.

12.7 Fees are not contingent on fundraising

Rupert’s fees compensate it for the agreed services, not for a successful financing outcome.

Unless expressly agreed otherwise in a signed agreement and permitted by applicable law, fees are not contingent on whether a client receives an investment, reaches a financing milestone, or closes a fundraising round.

The service agreement specifies how fees are treated if an engagement is paused, terminated early, or affected by a material scope change.

12.8 Term, renewal, and termination

The term of an engagement, any minimum commitment, renewal mechanics, notice period, and termination rights must be stated in the applicable service agreement.

On termination, the parties will follow that agreement regarding outstanding fees, work in progress, delivery of agreed materials, access to records, return or deletion of confidential information, and any continuing obligations.

Termination does not automatically entitle a client to a refund of fees already earned or paid. Refunds, credits, and any applicable exceptions will be governed by the signed agreement and applicable law.

12.9 No authority to bind a client

Unless expressly authorized in writing and legally permitted, Rupert may not bind a client to financing terms, make investment commitments on a client’s behalf, sign documents for a client, or make representations that legally commit the client.

Clients retain responsibility for approving financing terms, investor communications that require their approval, and final fundraising decisions.

12.10 Third-party and regulatory requirements

Each party must comply with the laws and regulations applicable to its own conduct.

The client is responsible for the accuracy and lawfulness of its fundraising materials and for its own offering, disclosure, and financing decisions. Rupert is responsible for the obligations applicable to Rupert’s own services and conduct.

Neither party may require the other to engage in unlawful conduct. If a legal or regulatory concern materially affects the engagement, the parties will address it under the applicable agreement and law.

13. Suspension and Termination of Website Access

We may suspend or terminate access to the Website where reasonably necessary due to misuse, security risks, legal requirements, or other legitimate operational reasons.

Suspension or termination of Website access does not automatically terminate a paid engagement. Any such engagement will be governed by its separate agreement.

14. Governing Law and Disputes

These Terms are governed by the laws of the State of California, United States, without regard to conflict-of-law principles, except to the extent mandatory law provides otherwise.

Subject to applicable law, disputes relating to these Terms or Website use will be brought in a court of competent jurisdiction in California.

Disputes arising from a paid engagement may be subject to additional procedures or venue provisions in the applicable signed service agreement.

15. Changes to These Terms

We may update these Terms from time to time. The revised version will be posted on the Website with an updated “Last updated” date.

Changes to Website terms will apply prospectively to Website use, subject to applicable law. Material changes to an existing paid engagement will be governed by the applicable signed agreement and any required written amendment.

16. Severability and Waiver

If a provision of these Terms is found unenforceable, the remaining provisions will remain effective to the extent permitted by law.

A failure to enforce a provision does not waive the right to enforce it later.

17. Entire Agreement and Priority

These Terms govern general Website use. They do not, by themselves, set every commercial term of a paid engagement.

For an engagement, the signed service agreement, Statement of Work, service order, and any incorporated documents form the agreement between the parties as specified in those documents. If there is a conflict, the signed engagement documents control to the extent stated in Section 1.

18. Contact

Questions about these Terms may be directed to:

The Night Ventures, LLC d/b/a Rupert
321 South Main Street, #543
Sebastopol, CA 95472
United States

Email: team@heyrupert.com