Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you and Dabog Inc. (“Boga”, “we”, “us”), the company that operates the Boga Club website, member application and API at www.bogaclub.com (together, the “Platform”). By creating an account, joining the waitlist, subscribing, or otherwise using the Platform you accept these Terms, our Privacy Policy and our Cookie Policy. If you do not agree, do not use the Platform.

To use the Platform you must:

• be at least 18 years old;
• be located in the United States and able to verify a U.S. mobile phone number (every account must complete phone verification before it can take part);
• not have been previously banned from the Platform; and
• have the legal capacity to enter into this agreement.

If you use the Platform on behalf of a company or other organization — for example by creating a venture for it — you represent that you are authorized to bind that organization, and “you” includes it.

Important. Section 21 contains a mutual agreement to arbitrate disputes on an individual basis and a waiver of class actions and jury trials. Please read it.

Boga Club is a member-funded community that helps U.S.-based founders get non-dilutive grants. It is run by two separate organizations:

• Dabog Inc. (the operating company) builds and runs the Platform, sells memberships, directory listings and other paid features, and is the party to these Terms.
• [Boga Foundation] (the “Grant Fund”) is the non-profit entity, or its fiscal sponsor, that holds the grant pool and makes grant awards to founders under its own governance and a separate Grant Agreement (see Section 7).

Membership fees and the grant pool. Membership fees are paid to the operating company and split between the operating company and the Grant Fund’s grant pool. The allocation is set by the operating company, recorded per transaction in our ledger, and may change. The Grant Fund alone decides how and when pooled money is awarded.

People use the Platform in several roles, and one account may hold several of them: a Member (anyone with an account), a Founder (a Member who owns a venture), a Grant Recipient (a Founder whose pitch won a grant cycle), a Contributor (someone who gives money to a fund), an Investor (a Member approved for the investor showcase), and Admins and Non-Profit Admins who operate and oversee the Platform.

You must give accurate, current information when you register and keep it accurate. Every account has a public handle (your profile lives at /u/your-handle); handles must not impersonate anyone, infringe a trademark, or be offensive, and we may reclaim a handle that breaks these rules. You may hold one personal account. Accounts are personal and may not be sold, transferred or shared.

You are responsible for everything that happens under your account. Keep your password confidential, use a strong one, and tell us at support@bogaclub.com immediately if you suspect unauthorized access. You can review and revoke active sessions and change your password under Settings → Security. If you sign in with Google, your use of Google’s service is subject to Google’s terms.

While the Platform is in pre-launch, registration may be closed and existing accounts may be invited individually. We may refuse, limit or close registration at our discretion.

4.1 The plans

• Free. Browse ventures, watch the pitch feed and posts, and view a limited number of member profiles each week (the weekly allowance is shown in your account and may change).
• Explorer. Everything in Free, plus reading and writing comments, liking, saving, community participation, and voting in grant cycles.
• Entrepreneur. Everything in Explorer, plus one venture slot per subscription: create a venture, submit its pitch, and post updates. Each additional venture requires its own Entrepreneur subscription. A venture may have only one active pitch at a time.

Current prices, billing periods (monthly or annual) and any annual discount are shown on the pricing page and at checkout. Features are described as they exist today; we may add, change or retire features over time (see Section 22).

4.2 Automatic renewal

Paid memberships renew automatically at the end of each billing period — monthly or annually, as you chose at checkout — and your payment method is charged the renewal price on or about the renewal date until you cancel. By subscribing you authorize us and our payment processor to store your payment credential and to charge it for each renewal, for a prorated upgrade, and for any applicable taxes.

4.3 Price lock and price changes

The price you subscribe at is locked for that subscription for as long as it stays active. If we change list prices, the new price applies to new checkouts only. If we ever need to change the price of an existing subscription we will tell you at least 30 days in advance by email and in your account, and you may cancel before the change takes effect.

4.4 Cancelling, upgrading and refunds

You may cancel any subscription at any time from Settings → Subscription. Cancellation takes effect at the end of the current paid period; you keep your benefits until then and are not charged again. You may resume a cancelled subscription before the period ends. Upgrading from Explorer to Entrepreneur happens immediately and you are charged the prorated difference for the rest of the current period.

Payments are non-refundable, and there are no refunds or credits for partial periods, unused features, or downgrades, except where required by law or where we choose to grant one at our discretion. Where your state grants you a statutory right to cancel and receive a refund, we honor it.

4.5 Failed payments and lapsed subscriptions

If a renewal charge fails we will retry it over the following days and notify you. If it still fails, the subscription ends. When an Entrepreneur subscription lapses, the venture attached to its slot is suspended (hidden from the public, together with its pitch and posts) until a valid subscription is restored; suspension for non-payment does not delete anything. A venture that is on a live ballot when its subscription lapses is hidden from that ballot.

4.6 Payment processors

Payments are processed by Stripe or by Fiserv (CardPointe), depending on which processor is active when you check out. We never see or store your full card number: Stripe Checkout runs on Stripe’s pages, and the CardPointe card form is a hosted frame that converts your card into a token before it reaches us. We store the card brand, last four digits, expiry, and a timestamp of your consent to keep the card on file for renewals. Each processor’s own terms apply to its service.

4.7 Complimentary memberships and taxes

We may grant complimentary (“comped”) memberships with an expiry and may revoke them at any time. Prices exclude sales and similar taxes unless stated; where we are required to collect tax it is added at checkout. Membership fees are payments for Platform access and are not charitable donations; do not treat them as tax-deductible unless a tax professional advises otherwise.

The Platform runs recurring grant cycles. At the start of each cycle the pitches with the most likes (the exact number and the settings in force are frozen when the cycle is created) form a fixed ballot. Members with an Explorer or Entrepreneur membership may cast one vote per cycle and may move it to a different ballot entry until the cycle closes. When the cycle closes the leading eligible pitch becomes the provisional winner, which an Admin then confirms or rejects; to be confirmed a pitch must still be public, its venture active and its Founder in good standing. A rejected or ineligible provisional winner is skipped and excluded from the next ballot.

Your membership fee buys Platform access and features — not votes, entries, or any promise of an award. Voting is one input the Grant Fund uses; the Grant Fund makes every award under its own rules and may decline, defer, reduce or condition an award, for example when a winner does not complete onboarding (Section 7). Cycle length, ballot size, award amounts and eligibility rules may change between cycles; changes never affect a cycle already running.

We do not sell votes, and manipulating the ballot — fake or duplicate accounts, buying or trading votes or likes, automated engagement, or coordinated rings — is a serious violation that leads to removal from the ballot and account termination. Where the law of your state requires it, we will provide a way to take part in a cycle without a paid membership; write to grants@bogaclub.com for details.

A venture is a business, brand, project or creative practice you own or are authorized to represent. A pitch is your venture’s grant proposal: a video or cover photo, a problem and solution statement, and a milestone plan showing how you would use the money. Posts are video or image updates published under a venture.

• Everything you submit must be truthful and not misleading — including your identity, ownership of the venture, its stage, traction figures, and the milestone budget.
• New ventures and pitches are reviewed by our team before they go live. We may approve, request changes, or decline any submission at our discretion, and pitches without media cannot be submitted.
• You must be located in the United States and your venture must be a U.S. venture to be eligible for a grant. Ventures in regulated or restricted categories (for example gambling, weapons, adult content, cannabis where illegal, multi-level marketing, or anything unlawful) are not eligible.
• A pitch is not an offer or sale of securities, a loan request, or an investment solicitation, and a grant does not give the Grant Fund, Boga or any Member equity, revenue share or other ownership in your venture.
• A venture that is suspended (for non-payment or moderation) or archived is hidden from other Members. Suspension for non-payment is lifted automatically when a valid Entrepreneur subscription is restored; moderation suspensions are lifted only by an Admin.

This section is a summary of the Platform’s grant mechanics. Every award is governed by a Grant Agreement between the Grant Fund and the recipient, which you accept electronically in your grant workspace before any money moves. If this section and a Grant Agreement conflict, the Grant Agreement controls for that grant.

7.1 Onboarding gates

Before the first payout a recipient must, through the Platform:

1. accept the Grant Agreement (we record the accepted text, time, IP address and browser);
2. complete identity verification (KYC) by uploading government identification;
3. submit an IRS Form W-9 (legal name, entity type, address and taxpayer identification number, which we store encrypted); and
4. add a payout method (bank account, PayPal or check details, stored encrypted).

7.2 Milestones and payouts

Grants are paid in tranches tied to the milestones in the winning pitch. For each milestone you submit evidence; our team may approve it, ask for revisions, deny it, or waive it. Payouts above a threshold set by the Grant Fund need a second approval from a Non-Profit Admin who is a different person from the first approver. A released payout is recorded in the ledger and may be placed on hold or reversed if it was made in error or if the Grant Agreement is breached.

7.3 Use of funds, reporting and clawback

Grant money must be used for the venture and the purposes described in the pitch and the Grant Agreement, and you must respond to reasonable requests for updates and evidence. If a recipient makes a material misrepresentation, misuses funds, abandons the venture, or breaches the Grant Agreement, the Grant Fund may terminate the grant, withhold remaining tranches and demand repayment of amounts already paid.

7.4 Taxes

Grant payments may be taxable income to you and may be reported to the IRS (for example on Form 1099). Nothing on the Platform is tax, legal or accounting advice — consult a qualified professional. You are solely responsible for any tax due on amounts you receive.

Members and visitors may contribute money to a grant fund through the Platform. Contributions are made to the Grant Fund (or its fiscal sponsor), processed by our payment processor, and are final and non-refundable once made, except as required by law or when a contribution was made in error and you contact us promptly. You may choose to contribute anonymously; anonymous contributions hide your name from other Members but not from the Grant Fund. Whether a contribution is tax-deductible depends on the Grant Fund’s tax status and your circumstances; we will identify the recipient entity on your receipt, and we do not guarantee deductibility. Contributions do not buy votes, influence over awards, or any benefit on the Platform.

Directory listings are paid, auto-renewing monthly subscriptions (the current price is shown when you create a listing) and are subject to review before they appear. Section 4 applies to listing subscriptions. Listings must describe a real business you are authorized to represent; we may suspend or remove a listing that breaks these Terms without refund.

Events may be hosted by Boga or by Members. Registering (RSVP) for an event does not guarantee entry if capacity is reached, and event hosts may set their own rules. Where an event is ticketed, the ticket terms shown at purchase apply.

The investor showcase is a networking directory. Investors are approved manually but we do not verify anyone’s accreditation, funds, or intentions, and Founders are not vetted as investment opportunities. The Platform does not facilitate, broker, recommend or process any investment, and nothing on it is investment advice or an offer of securities. Any conversation or transaction between an Investor and a Founder happens off-Platform, on their own terms and at their own risk. Boga is not a broker-dealer, funding portal or investment adviser.

You keep ownership of everything you post — ventures, pitches, videos, images, posts, comments, profile text, listings and grant materials (“Your Content”). So that we can run the Platform, you grant Boga and the Grant Fund a worldwide, non-exclusive, royalty-free, sublicensable (to our service providers) license to host, store, reproduce, adapt (for example resize, transcode, caption and generate thumbnails or preview frames), publish, display, distribute and promote Your Content on and off the Platform — including in the pitch feed, ballots, search results, notifications, emails, social media and marketing about Boga Club and its grant winners — for as long as it remains on the Platform and for a reasonable period afterwards in backups and in materials already produced.

Grant materials (applications, KYC documents, W-9 forms, payout details, evidence and grant messages) are confidential: they are used only to administer your grant, are visible only to authorized Admins and Non-Profit Admins, and are not published.

You represent that you own or have all rights needed to post Your Content and to grant this license, that it does not infringe anyone’s intellectual property, privacy or publicity rights, and that people appearing in your videos have consented. You waive any moral rights to the extent the law allows. If you send us ideas or feedback about the Platform we may use them without obligation to you.

When you delete content it stops being displayed and the license ends, except for backups kept in the ordinary course, copies other Members already made, and records we must keep (Section 17). Content that was removed by moderation is retained for our records.

The Platform — its software, design, text, graphics, logos, the “Boga Club” name and marks, the ledger and cycle mechanics, and all related intellectual property — belongs to Boga or its licensors and is protected by U.S. and international law. We grant you a limited, personal, revocable, non-transferable license to use the Platform as intended by these Terms. Except as permitted by law, you may not copy, modify, distribute, sell, lease, reverse engineer, scrape, crawl, or build a competing product from the Platform, use our marks without written permission, or access the API other than through the official web or mobile clients.

Sample and seed pitches shown during pre-launch may include third-party media used under Creative Commons licenses; those remain the property of their creators.

Boga Club works because Members trust it. You agree not to do, post or attempt any of the following:

• Break any law, or post content that is unlawful, defamatory, hateful, harassing, threatening, sexually explicit, graphically violent, or that exploits or endangers minors.
• Infringe anyone’s copyright, trademark, trade secret, privacy or publicity rights, or post content you do not have the right to share.
• Run scams or fraud: fake ventures, fabricated traction, fake milestone evidence, false identity or ownership claims, misleading pitches, or phishing.
• Manipulate engagement or outcomes: fake, duplicate or purchased accounts; vote, like, comment or follow rings; buying or selling votes; bots or automated interaction.
• Impersonate a person, business, Boga Club, an Admin, or the Grant Fund; or misrepresent your affiliation with anyone.
• Spam: unsolicited promotion, repetitive posting, off-topic solicitation, or harvesting Member contact details.
• Interfere with the Platform: malware, scraping, load attacks, circumventing rate limits, paywalls, the free-tier view allowance, moderation or security controls, or probing for vulnerabilities without our written permission.
• Use the Platform to offer or solicit securities, loans, or investments, to run a competing grant or crowdfunding program, or to collect money from Members outside the Platform’s official flows.
• Post the personal information of others without their consent, or use another Member’s information for any purpose other than interacting on the Platform.

These rules apply everywhere on the Platform — pitches, posts, comments, community threads, direct grant messages, directory listings, event pages and profiles.

Any Member can report a post, comment, pitch update, venture, listing or profile from its “Report” control, choosing a reason (spam, harassment, misinformation, hate, sexual content or other) and adding detail. Reports go to our moderation queue and are reviewed by a human.

We may review, hide, edit for compliance, or remove any content, and may warn, restrict, suspend or ban any account or venture that violates these Terms, appears fraudulent, or creates risk for Members or for the Grant Fund. Admins may also edit any venture, pitch, post, comment or profile to bring it into compliance. Every moderation action is recorded with the reason and the acting Admin.

• Suspended accounts behave like a Free membership (no engagement or creation) and their content is hidden until the suspension is lifted; paid subscriptions continue unless you cancel them.
• Banned accounts lose all sessions immediately, their subscriptions are cancelled, their content is archived, and they may not create a new account.

If you believe an action was wrong, reply to the notification you received or write to support@bogaclub.com within 30 days with your handle and the action; a different Admin will review it. Decisions on grant matters follow the appeal process in the Grant Agreement.

We respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act. If you believe content on the Platform infringes your copyright, send a written notice to our designated agent at copyright@bogaclub.com or by mail to Dabog Inc., Attn: Copyright Agent, [Street address, City, State ZIP, USA], containing: (1) your physical or electronic signature; (2) identification of the copyrighted work; (3) the URL or other identification of the allegedly infringing material; (4) your contact information; (5) a statement that you have a good-faith belief the use is not authorized by the owner, its agent or the law; and (6) a statement, under penalty of perjury, that the notice is accurate and you are the owner or authorized to act for the owner.

If your content was removed following a notice, you may send a counter-notice to the same address with the elements required by 17 U.S.C. § 512(g)(3). We terminate the accounts of repeat infringers.

By creating an account you agree to receive transactional messages from us by email — such as verification, security alerts, billing receipts, renewal and failed-payment notices, cycle results, moderation notices and grant workspace messages — and a one-time SMS verification code to your mobile phone (message and data rates may apply). These are part of the service and continue while you have an account.

Marketing email is sent only if you opt in, and every marketing email has an unsubscribe link; you can also change the preference in Settings → Notifications. In-app notifications appear under Notifications.

You consent to receive all agreements, notices and disclosures electronically, and agree that electronic acceptance (a click or checkbox) has the same effect as a signature.

The Platform relies on third-party providers — payment processors (Stripe, Fiserv CardPointe), identity verification, email and SMS delivery, cloud hosting and media storage, Google sign-in and, on the public marketing pages, analytics — and links to third-party sites such as founders’ own websites and social profiles. We do not control those services or sites, are not responsible for their content or practices, and your use of them is governed by their own terms. See the Privacy Policy for the list of processors.

These Terms apply from the moment you first use the Platform until your account is closed.

By you. You may stop using the Platform at any time and cancel any subscription in Settings. To close your account entirely, go to Settings → Account → Delete account (or email support@bogaclub.com from your account email address). Your content is hidden at once, subscriptions end immediately without refund, and after a 30-day grace period, during which you can sign in to restore the account, your personal information is deleted or anonymized.

By us. We may suspend or terminate your access at any time, with or without notice, if you breach these Terms, if required by law, if your account is used for fraud or abuse, or if we wind down the Platform. If we terminate without cause we will refund the unused portion of any prepaid subscription.

Effect. On closure your public content is removed or anonymized and your licenses end as described in Section 10. We keep records we are legally or operationally required to keep — the financial ledger, audit logs, payout, tax and grant records, moderation records and fraud-prevention data — for the periods described in the Privacy Policy. Grant Agreements survive the closure of an account. Sections 7, 10, 11, 14 and 18 through 23 survive termination.

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, BOGA AND THE GRANT FUND DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE.

In particular, we make no promise that:

• any pitch will reach a ballot, win a cycle, or receive a grant, or that any grant will be of a particular size;
• any venture, founder, investor, listing or contributor on the Platform is genuine, solvent, accredited or trustworthy — do your own diligence;
• the Platform, its content or any Member’s statements constitute business, financial, investment, legal or tax advice; or
• membership fees or contributions are tax-deductible.

Some states do not allow certain warranty disclaimers, so parts of this section may not apply to you.

TO THE FULLEST EXTENT PERMITTED BY LAW, BOGA, THE GRANT FUND, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, VOLUNTEERS, CONTRACTORS AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE MEMBERSHIP FEES YOU PAID TO BOGA IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS ($100).

These limits do not apply to liability that cannot be limited by law, including for fraud or willful misconduct. Some states do not allow the exclusion or limitation of certain damages, so parts of this section may not apply to you.

You will defend, indemnify and hold harmless Boga, the Grant Fund and their officers, directors, employees, volunteers and agents from any claim, demand, loss, liability, damage and expense (including reasonable attorneys’ fees) arising out of or related to (a) Your Content; (b) your use of the Platform; (c) your breach of these Terms or of a Grant Agreement; (d) your venture, business or dealings with other Members, Contributors or Investors; or (e) your violation of any law or of anyone’s rights. We may take over the defense of any matter subject to indemnification, in which case you will cooperate with us.

21.1 Talk to us first

Most concerns can be solved informally. Before starting arbitration or a lawsuit, you agree to send a written description of the dispute to legal@bogaclub.com (or to the mailing address in Section 24) and to give us 60 days to resolve it. We will do the same before bringing a claim against you.

21.2 Binding arbitration

If we cannot resolve the dispute informally, you and Boga agree that any dispute, claim or controversy arising out of or relating to these Terms or the Platform will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, rather than in court. The Federal Arbitration Act governs this section. The arbitrator may award the same relief a court could award to you individually. Hearings, where held, will take place in [County, State] or by video, at your choice; AAA fees are allocated under its consumer rules, and we will pay the arbitration filing and arbitrator fees for claims under $10,000 unless the arbitrator finds the claim frivolous.

21.3 Exceptions

Either party may (a) bring an individual claim in small-claims court, or (b) seek an injunction in court to stop infringement or misuse of intellectual property or unauthorized access to the Platform. Disputes under a Grant Agreement follow that agreement’s dispute-resolution terms.

21.4 Class-action and jury waiver

YOU AND BOGA EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION. Claims may be brought only in an individual capacity, and the arbitrator may not consolidate more than one person’s claims. If this waiver is found unenforceable for a particular claim, that claim will be severed and heard in court, while all remaining claims stay in arbitration.

21.5 Thirty-day opt-out

You may opt out of this arbitration agreement by emailing legal@bogaclub.com with the subject “Arbitration opt-out”, your name and your account email, within 30 days of first accepting these Terms. Opting out does not affect any other part of these Terms.

21.6 Governing law and venue

These Terms and any dispute are governed by the laws of the State of [State] and applicable U.S. federal law, without regard to conflict-of-law rules. Subject to the arbitration agreement, the state and federal courts located in [County, State] have exclusive jurisdiction, and you consent to their personal jurisdiction.

The Platform is young and will keep changing: we may add, alter, limit or retire features, plans, cycle rules and prices. We may also revise these Terms. When we do, we will update the “last updated” date at the top and, for changes that materially reduce your rights or increase your obligations or the price of an existing subscription, give you at least 30 days’ notice by email and in your account before they take effect. Continued use of the Platform after the effective date means you accept the revised Terms; if you do not, cancel your subscription and stop using the Platform before then. Changes that we must make to comply with the law may take effect immediately.

The Terms in force when a grant cycle starts govern that cycle; the Grant Agreement in force when you accept it governs that grant.

• Entire agreement. These Terms, the Privacy Policy, the Cookie Policy, any Grant Agreement you accept, and any terms shown at checkout are the whole agreement between you and Boga about the Platform and replace any prior agreement.
• Severability. If any provision is held unenforceable it will be modified to the minimum extent necessary and the rest will remain in effect.
• No waiver. Our failure to enforce a provision is not a waiver of our right to do so later.
• Assignment. You may not assign these Terms. We may assign them to an affiliate or a successor in a merger, acquisition or sale of assets, and will notify you if we do.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of third-party providers.
• Export and sanctions. You may not use the Platform if you are on a U.S. government restricted-party list or located in a country subject to U.S. embargo.
• No third-party beneficiaries. Except for the Grant Fund, which may enforce the provisions that protect it, these Terms create no rights for third parties.
• Notices. We may notify you by email to your account address, by in-app notification, or by posting on the Platform. Legal notices to us must go to the addresses in Section 24.
• Headings and language. Headings are for convenience only. These Terms are written in English; any translation is for convenience and the English text controls.

Dabog Inc.
[Street address, City, State ZIP, USA]

• Legal notices and arbitration: legal@bogaclub.com
• Account, billing, moderation appeals: support@bogaclub.com
• Grant program questions: grants@bogaclub.com
• Copyright agent: copyright@bogaclub.com
• Privacy requests: privacy@bogaclub.com (see the Privacy Policy)