Terms of Service

1. Eligibility

The Services are intended for professional and business use. You must be at least 18 years old, or the age of majority in your jurisdiction if higher, to use the Services. The Services are not directed to children, and we do not knowingly permit anyone under 18 to use them.

2. The Services

Core is a permissioned context and memory platform that lets individuals and teams store, organize, and retrieve work context and make it available to AI agents and connected applications. FinCore is a workflow application for investment fund operations built on the same platform. Descriptions of the Services on the Sites are for general information only and do not form part of any contractual commitment.

Beta status. The Services, including both Core and FinCore, are currently provided as beta offerings. Features may be added, changed, suspended, or removed at any time, and the Services may contain errors or produce unexpected results. Section 12 (Beta Features; Changes to the Services), Section 14 (Disclaimer of Warranties), and Section 15 (Limitation of Liability) apply fully to beta offerings.

3. Accounts and Security

You must provide accurate, current, and complete registration information and keep it updated. You are responsible for safeguarding your credentials and for all activity under your account. Authentication is provided through a third-party identity provider. If your account is created within or joined to an organization’s workspace, that organization and its administrators may access, manage, and control the workspace and its contents. Notify us promptly at [email protected] of any unauthorized access or use of your account.

4. Subscriptions, Fees, and Payment

4.1 Plans and Orders. Access to Core is sold through paid subscription plans described at the point of purchase. FinCore deployments are sold under individual Orders and, unless the Order states otherwise, billed through our payment processor. There is no free tier; any trial, pilot, or promotional access we choose to grant is discretionary and may be modified or withdrawn at any time.

4.2 Billing. Payments are processed by Stripe. By providing a payment method, you authorize us and our payment processor to charge all fees due, including recurring subscription charges, applicable taxes, and amounts due under any Order.

4.3 Auto-renewal and cancellation. Subscriptions renew automatically for successive periods equal to the then-current subscription period unless cancelled before the end of that period. Cancellation takes effect at the end of the then-current billing period, and you retain access until then.

4.4 No refunds. Except where required by applicable law or expressly stated in an Order, all fees are non-refundable and non-creditable, including for partial periods, downgrades, or unused Services.

4.5 Price changes. We may change subscription pricing with at least 30 days’ notice. Changes take effect at your next renewal. If you do not agree to a price change, cancel before the renewal takes effect.

4.6 Taxes. Fees are exclusive of taxes, levies, and duties. You are responsible for all such amounts, excluding taxes on Gradien’s net income.

4.7 Nonpayment. If undisputed fees remain unpaid after notice, we may suspend or terminate access to the Services under Section 13.

5. Customer Content

5.1 Definition and ownership. “Customer Content” means data, files, messages, context, records, and other materials that you or your users submit to the Services, or that the Services ingest at your direction, including from Connected Applications. As between the parties, you own Customer Content.

5.2 License to Gradien. You grant Gradien a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, display, and create technical adaptations of Customer Content solely as necessary to provide, secure, support, and maintain the Services, to comply with applicable law, and as otherwise instructed by you.

5.3 Your responsibilities. You are solely responsible for Customer Content and your use of it. You represent and warrant that you have all rights, permissions, and consents necessary to submit Customer Content to the Services and to have it processed as described in these Terms and the Privacy Policy, including with respect to personal data of third parties and any investor, limited partner, portfolio company, or counterparty information submitted to FinCore, and that Customer Content and its use will not violate applicable law or infringe or misappropriate any third-party rights.

5.4 Removal. We may remove or disable Customer Content that we reasonably believe violates these Terms or applicable law.

6. Connected Applications

6.1 The Services allow you to connect third-party applications and accounts, such as Gmail, Google Calendar, Google Drive, and GitHub (“Connected Applications”), through OAuth authorization and integration infrastructure. Connecting an application authorizes the Services to access and act on data in that application within the scopes you approve. You may disconnect a Connected Application at any time through the Services or the third party’s security settings.

6.2 Connected Applications are governed by their own terms and privacy policies, which you are responsible for complying with. Gradien does not control and is not responsible for Connected Applications, including their availability, security, or handling of your data.

6.3 You are responsible for actions the Services take in Connected Applications at your or your users’ direction, including messages sent, files created or modified, and events scheduled by agents you configure or instruct.

6.4 Use of information received from Google APIs adheres to the Google API Services User Data Policy, including its Limited Use requirements, as described in our Privacy Policy.

7. AI Features and Output

7.1 The Services use artificial intelligence models operated by third-party providers to process inputs, including Customer Content, and to generate results (“Output”). As between the parties and to the extent permitted by law, Gradien assigns to you its right, title, and interest in Output, excluding the Services themselves and any Gradien or third-party materials embodied in the Services.

7.2 Output is generated probabilistically. It may be inaccurate, incomplete, or outdated, may not reflect real people, entities, or facts, and similar or identical Output may be generated for other customers. You must evaluate Output, including its accuracy and fitness for your purposes, before using or relying on it.

7.3 The Services and Output are provided for informational purposes only and do not constitute professional advice of any kind, including investment, legal, tax, accounting, audit, or regulatory advice. Gradien is not a registered investment adviser, broker-dealer, fund administrator, or fiduciary, and FinCore does not make investment recommendations. You are solely responsible for decisions made and actions taken in reliance on the Services or Output.

7.4 Gradien does not use Customer Content or Output to train machine learning models, and contracts with its model providers on API terms under which they do not use such content to train their models, as described in the Privacy Policy.

8. Acceptable Use

You will not, and will not permit anyone to: (a) use the Services in violation of applicable law or these Terms; (b) upload or transmit content that is unlawful or infringing, or that you lack the rights to provide; (c) introduce malware or other harmful code; (d) probe, scan, or test the vulnerability of the Services or circumvent authentication or security measures; (e) interfere with or disrupt the integrity or performance of the Services or impose an unreasonable load on our infrastructure; (f) scrape, crawl, or bulk-extract data from the Services other than through interfaces we provide for that purpose; (g) reverse engineer, decompile, or attempt to derive source code from the Services, except to the extent this restriction is prohibited by law; (h) access the Services to build a competing product or service or to copy their features or interface; (i) resell, sublicense, or make the Services available to third parties except as expressly permitted; (j) circumvent usage limits or quotas; (k) use the Services to send spam or unsolicited communications, including through Connected Applications; (l) use the Services or Output in high-risk activities where failure could result in death, personal injury, or severe physical or environmental damage; or (m) represent Output as human-generated where disclosure is required by law. We may investigate suspected violations and act under Section 13.

9. Gradien Property; Feedback; Usage Data

9.1 Gradien property. Gradien and its licensors own the Services and all related software, technology, models and orchestration, documentation, designs, and trademarks, and all associated intellectual property rights. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during your subscription for your internal business purposes. No rights are granted except as expressly stated.

9.2 Feedback. If you provide suggestions, ideas, or other feedback about the Services, you grant Gradien a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose without restriction or obligation to you.

9.3 Usage Data. We may collect and use technical logs, telemetry, and diagnostic data about the operation and use of the Services, and may generate de-identified or aggregated data from them, to operate, secure, and improve the Services, provided such data does not identify you or any individual.

10. Confidentiality

Each party will protect the other party’s Confidential Information with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and professional advisors bound by confidentiality obligations, or as required by law with prompt notice to the other party where legally permitted. “Confidential Information” means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, and includes Customer Content. It excludes information that is or becomes public without breach, was known without restriction before disclosure, is independently developed without use of the discloser’s information, or is rightfully received from a third party. These obligations survive for three years after termination and, for Customer Content and trade secrets, for as long as the information remains confidential or a trade secret.

11. Privacy and Data Protection

Our collection and use of personal data are described in the Gradien Privacy Policy, incorporated into these Terms. Where Gradien processes personal data on your behalf as a processor or service provider, our Data Processing Agreement applies and is available on request at [email protected]. An executed Data Processing Agreement controls over these Terms with respect to its subject matter.

12. Beta Features; Changes to the Services

Features designated as alpha, beta, preview, early access, or similar, and, during the current beta period, the Services as a whole, are provided for evaluation purposes, may be changed or discontinued at any time, may be subject to additional terms, and are provided without any warranty or support commitment. We may modify the Services at any time. If a change materially reduces the core functionality of a paid subscription, your remedy is to cancel under Section 4.3.

13. Term, Suspension, and Termination

13.1 Term. These Terms apply from your first acceptance or use of the Services and continue while you use them.

13.2 Termination and suspension. You may stop using the Services and cancel at any time under Section 4.3. We may suspend or terminate your access, with notice where practicable, if you materially breach these Terms, fail to pay fees when due, create security, legal, or operational risk, or where required by law. We may also discontinue the Services or any part of them; if we discontinue a paid Service entirely before the end of a period you have paid for, we will refund the prepaid, unused fees for that Service on a pro-rata basis as your exclusive remedy.

13.3 Effect of termination. Upon termination, your license ends and you must stop using the Services. You are responsible for exporting Customer Content before your account closes. Following account closure, Customer Content is deleted in accordance with the retention terms in the Privacy Policy. Accrued payment obligations and Sections 5.3, 7, 9, 10, 14, 15, 16, 17, and 21 survive termination, together with any other provision that by its nature should survive.

14. Disclaimer of Warranties

THE SERVICES, BETA OFFERINGS, AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRADIEN AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE. GRADIEN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE, OR RELIABLE. NO SERVICE LEVELS OR UPTIME COMMITMENTS ARE PROVIDED. NOTHING IN THESE TERMS EXCLUDES RIGHTS THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW, INCLUDING NON-WAIVABLE CONSUMER RIGHTS.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) GRADIEN’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU PAID TO GRADIEN FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY OR ONE HUNDRED US DOLLARS (USD 100). THESE LIMITS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND MULTIPLE CLAIMS DO NOT ENLARGE THE CAP. THESE LIMITS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, YOUR INDEMNIFICATION OBLIGATIONS, YOUR BREACH OF SECTION 8, OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

16. Indemnification

You will defend, indemnify, and hold harmless Gradien and its officers, directors, employees, and agents from and against any third-party claims, and all resulting damages, liabilities, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to: (a) Customer Content, including any claim that it infringes or misappropriates third-party rights or was submitted without the necessary rights, permissions, or consents; (b) your use of the Services in violation of these Terms, an Order, or applicable law; or (c) actions taken in Connected Applications at your or your users’ direction. We may participate in the defense with counsel of our choosing at our expense, and you will not settle any claim that imposes obligations on Gradien without our prior written consent.

17. Governing Law and Dispute Resolution

17.1 Governing law. These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, excluding its conflict of laws rules. The Federal Arbitration Act governs the interpretation and enforcement of this Section 17.

17.2 Informal resolution. Before initiating a formal proceeding, the party asserting a dispute will send written notice to the other party (to Gradien at [email protected]) describing the dispute, and the parties will attempt in good faith to resolve it within 30 days.

17.3 Arbitration. Any dispute not resolved informally will be finally resolved by binding arbitration administered by JAMS under its rules then in effect, before a single arbitrator, seated in Wilmington, Delaware, and conducted in English, with hearings by video conference where appropriate. Judgment on the award may be entered in any court of competent jurisdiction. Either party may instead bring an individual claim in small claims court, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction for actual or threatened infringement or misuse of intellectual property or Confidential Information.

17.4 Class action and jury waiver. DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

17.5 Opt-out. You may opt out of the arbitration and class waiver provisions in Sections 17.3 and 17.4 by emailing [email protected] within 30 days of first accepting these Terms, stating your name, account email, and intent to opt out.

17.6 Fallback; consumers. If the arbitration agreement or the class waiver is found unenforceable as to a particular dispute, that dispute will be resolved exclusively in the state or federal courts located in Delaware, and the parties consent to their personal jurisdiction and venue. If you are a consumer in a jurisdiction whose law grants you non-waivable rights to bring claims in your local courts or under your local law, nothing in this Section deprives you of those rights.

18. Publicity

For Core subscriptions, Gradien may identify Customer by name and logo as a customer in marketing materials; Customer may revoke this permission at any time by written notice to [email protected]. Gradien will not identify FinCore customers by name or logo without their prior written consent.

19. Export Controls and Sanctions

You represent that you are not located in, organized under the laws of, or ordinarily resident in any embargoed jurisdiction, and are not listed on any restricted or sanctioned party list. You will comply with all applicable export control and sanctions laws and will not use the Services in violation of them.

20. Changes to These Terms

We may update these Terms from time to time. For material changes, we will provide notice by email, within the Services, or by posting the updated Terms on the Sites with a new effective date, at least 30 days before they take effect where practicable. Continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree, stop using the Services and cancel before the changes take effect.

21. General

These Terms, together with any Orders, the Privacy Policy, and an executed Data Processing Agreement where applicable, are the entire agreement between the parties regarding the Services and supersede all prior discussions and agreements on this subject. In case of conflict, the order of precedence is: an executed Order; an executed Data Processing Agreement, for its subject matter; these Terms. You may not assign these Terms without our prior written consent; we may assign them to an affiliate or in connection with a merger, acquisition, financing, or sale of assets. If any provision is found unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in full force. Failure to enforce any provision is not a waiver. The parties are independent contractors, and there are no third-party beneficiaries to these Terms. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, except for payment obligations. Notices to Gradien must be sent to [email protected] or to the registered address below; notices to you may be sent to the email address associated with your account.

22. Contact