Last Updated: January 10, 2025

1. Agreement to Terms

These Terms of Use ("Terms") constitute a legally binding agreement between Finpilot ("we," "us," or "our") and the enterprise client organization ("Client," "you," or "your") accessing or using our artificial intelligence platform and related services ("Services"). By accessing or using our Services, you agree to be bound by these Terms.

These Terms apply to all users authorized by your organization to access the Services and supersede any prior agreements relating to the subject matter herein.

2. Service Description

Our Services provide artificial intelligence-powered analytics, data processing, and insights capabilities designed specifically for institutional allocators, limited partners, and investment professionals. The Services include but are not limited to AI-powered analysis, data processing, query capabilities, reporting tools, and related platform functionality.

2.1 Service Availability

• Services are provided on a subscription basis as specified in your service agreement

• We strive to maintain high service availability but do not guarantee uninterrupted access

• Scheduled maintenance will be communicated in advance when possible

• We reserve the right to modify, suspend, or discontinue Services with appropriate notice

2.2 Service Updates

We may update, modify, or enhance the Services from time to time. Material changes that significantly impact functionality will be communicated to clients in advance.

3. Client Obligations and Acceptable Use

3.1 Account Responsibility

• You are responsible for maintaining the confidentiality of account credentials

• You must ensure all authorized users comply with these Terms

• You must promptly notify us of any unauthorized access or security breaches

• You are liable for all activities that occur under your account

3.2 Acceptable Use

You agree to use the Services only for legitimate business purposes and in accordance with applicable laws. You will not:

• Use the Services for any unlawful purpose or in violation of applicable regulations

• Attempt to gain unauthorized access to our systems or other clients' data

• Interfere with or disrupt the integrity or performance of the Services

• Reverse engineer, decompile, or attempt to extract source code from our Services

• Use the Services to develop competing products or services

• Transmit any malicious code, viruses, or harmful content through the Services

3.3 Data Accuracy and Compliance

• You represent that all data provided to the Services is accurate and that you have the right to use such data

• You are responsible for ensuring your use of the Services complies with applicable financial regulations, privacy laws, and industry standards

• You will not provide any data that violates third-party rights or applicable laws

4. Data Ownership and Rights

4.1 Client Data Ownership

You retain all ownership rights in and to your data, content, and information provided to or processed through the Services ("Client Data"). We claim no ownership rights in Client Data.

4.2 Service Provider Rights

We retain all rights in and to the Services, including our software, algorithms, technology, and any improvements or modifications thereto. You receive only the limited right to use the Services as set forth in these Terms and your service agreement.

4.3 Usage Rights

By using the Services, you grant us the limited right to access, process, and use Client Data solely to provide the contracted Services to you. We will not use Client Data for any other purpose, including training our models or providing services to other clients.

4.4 Generated Insights

While you own the underlying Client Data, insights, analyses, and outputs generated by our Services using your Client Data belong to you. However, we reserve the right to retain aggregated, anonymized usage statistics for operational purposes.

5. Intellectual Property

5.1 Service Technology

The Services and all related technology, including software, algorithms, user interfaces, and documentation, are proprietary to us and protected by intellectual property laws. No rights are granted except as expressly set forth in these Terms.

5.2 Feedback

If you provide feedback, suggestions, or ideas about the Services, we may use such feedback without restriction or compensation to you.

5.3 Infringement Claims

If you believe the Services infringe third-party intellectual property rights, you must promptly notify us in writing with detailed information about the claimed infringement.

6. Service Limitations and Disclaimers

6.1 Service Limitations

The Services are provided for informational and analytical purposes only. While we strive for accuracy, you acknowledge that:

• The Services do not constitute investment, legal, tax, or other professional advice

• You are responsible for validating and verifying all outputs before making business decisions

• The Services should not be the sole basis for any investment or business decision

6.2 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING FROM OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

8. Indemnification

You agree to indemnify, defend, and hold harmless us and our affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

• Your use of the Services in violation of these Terms

• Your Client Data or any third-party claims related thereto

• Your breach of any representation, warranty, or obligation under these Terms

• Any negligent or wrongful act or omission by you or your authorized users

9. Term and Termination

9.1 Term

These Terms remain in effect while you access or use the Services, unless terminated in accordance with the provisions herein.

9.2 Termination by Client

You may terminate your use of the Services at any time by providing written notice and discontinuing use of the Services.

9.3 Termination by Us

We may terminate or suspend your access to the Services immediately upon notice if:

• You breach these Terms or your service agreement

• Your account becomes delinquent

• We reasonably believe your use of the Services poses a security risk

• We are required to do so by law or regulation

9.4 Effect of Termination

Upon termination:

• Your right to access and use the Services immediately ceases

• We will delete or return your Client Data in accordance with our Privacy Policy

• Provisions that by their nature should survive termination will continue to apply

10. Compliance and Legal Requirements

10.1 Regulatory Compliance

You acknowledge that your use of the Services may be subject to various financial services regulations, data protection laws, and industry requirements. You are solely responsible for ensuring compliance with all applicable laws and regulations.

10.2 Export Controls

You represent that your use of the Services complies with all applicable export control and sanctions laws.

10.3 Data Protection

Our collection, use, and protection of data is governed by our Privacy Policy, which is incorporated into these Terms by reference.

11. General Provisions

11.1 Governing Law

These Terms are governed by the laws of State of Washington, without regard to conflict of law principles.

11.2 Dispute Resolution

Any disputes arising under these Terms will be resolved through the state and federal courts located in Washington State.

11.3 Entire Agreement

These Terms, together with your service agreement and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter.

11.4 Amendment

We may update these Terms from time to time. Material changes will be communicated to clients with at least thirty (30) days' notice. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

11.5 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue to be valid and enforceable.