Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Aperture Technologies, Inc. ("Aperture," "we," "us," or "our") governing your access to and use of the Aperture verified delivery platform, including all related services, features, content, and documentation (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company, fund, partnership, or other legal entity, you represent that you have the authority to bind that entity and its affiliates to these Terms. If you do not have such authority, or if you do not agree with these Terms, you may not access or use the Service.

These Terms incorporate by reference our Privacy Policy, Data Processing Addendum (where applicable), and any Order Form or Statement of Work executed between the parties.

2. Description of Service

Aperture is a verified delivery and control-plane platform for high-stakes deal and investment workflows. The Service is designed for institutional use by private equity, investment banking, M&A advisory, fundamental macro, and related professional teams.

2.1 Service Output

The Service produces deliverables that include research, analysis, risk assessment, and related work product ("Output"). All Output is generated with the assistance of artificial intelligence and is subject to the verification, certification, and quality-assurance mechanisms described in the Service documentation.

2.2 Not Legal Advice

The Service is a research and verification tool. Its Output does not constitute legal advice, financial advice, investment advice, or any other form of professional advice. Output is AI-assisted and, notwithstanding Aperture's verification architecture, may contain errors, omissions, or inaccuracies. You are solely responsible for independently evaluating, verifying, and validating any Output before relying upon it or incorporating it into any deliverable, decision, or process. No attorney-client, fiduciary, or advisory relationship is created between Aperture and you or any end user of the Service.

2.3 Human Oversight Requirement

You agree that all Output will be reviewed by a qualified professional before being used in connection with any transaction, investment decision, legal filing, regulatory submission, or client-facing deliverable. The Service is designed to augment — not replace — professional judgment.

3. Access and Use

3.1 License Grant

Subject to your compliance with these Terms and payment of applicable Fees, Aperture grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the applicable subscription term solely for your internal business purposes as described in the applicable Order Form.

3.2 Access Credentials

Access credentials are assigned to individual authorized users and may not be shared. You are responsible for maintaining the confidentiality of all credentials and for all activity that occurs under your account. You must notify Aperture immediately of any unauthorized use of your account or any other security breach.

3.3 Restrictions

You agree not to:

• Use the Service for any purpose that violates applicable law or regulation, including securities laws, data protection laws, sanctions, or export controls;
• Use Output as a substitute for independent legal, financial, tax, or professional advice without qualified human review;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, models, or architecture of the Service;
• Sublicense, resell, distribute, or make the Service available to any third party, except as expressly permitted in your Order Form;
• Use the Service to build, train, or improve any competing product, service, or model;
• Circumvent, disable, or interfere with any security, verification, or access-control features of the Service;
• Upload, transmit, or process any data that you do not have the lawful right to process or that contains malicious code;
• Access the Service from any jurisdiction where such access is prohibited by law, including Embargoed Countries as defined by applicable sanctions programs;
• Use the Service to make automated decisions with legal or similarly significant effect on individuals without appropriate human oversight.

4. Customer Data and Content

4.1 Customer Data Ownership

"Customer Data" means any data, documents, files, or information that you upload, transmit, or otherwise make available through the Service. You retain all right, title, and interest in and to your Customer Data. You grant Aperture a limited, non-exclusive, worldwide, royalty-free license to process Customer Data solely as necessary to provide, maintain, and improve the Service and to comply with applicable law.

4.2 Output Ownership

"Content" means the combination of your input to the Service ("Input") and the Output generated by the Service in response. As between you and Aperture, you own your Content, subject to Aperture's underlying intellectual property rights in the Service, its models, and its verification architecture.

4.3 No Model Training

Aperture will not use your Customer Data or Content to train, fine-tune, or improve general-purpose AI models. Subprocessors engaged by Aperture are contractually prohibited from retaining, using, or training on your Customer Data or Content, except as required for the provision of cloud hosting and infrastructure services.

4.4 Feedback

If you provide suggestions, enhancement requests, or other feedback regarding the Service ("Feedback"), Aperture may freely use, incorporate, and commercialize such Feedback without attribution, compensation, or obligation to you, provided that Aperture will not identify you or disclose your Confidential Information in connection with such use.

4.5 Aggregated and Anonymized Data

Aperture may collect and use aggregated, de-identified usage data ("Usage Data") for purposes including service improvement, performance benchmarking, and product development. Usage Data will not identify you or contain your Confidential Information.

5. Confidentiality

5.1 Definition

"Confidential Information" means any non-public information disclosed by either party to the other that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, should reasonably be understood to be confidential. Confidential Information includes, without limitation, Customer Data, Output, business strategies, deal information, pricing, security documentation, and technical specifications.

5.2 Obligations

Each party agrees to: (a) hold the other party's Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein; and (c) use Confidential Information only for purposes of exercising rights or performing obligations under these Terms.

5.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party before disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information. Either party may disclose Confidential Information as required by law, regulation, or court order, provided that the disclosing party gives reasonable prior notice where legally permitted.

6. Fees and Payment

6.1 Fees

You agree to pay the fees specified in the applicable Order Form ("Fees"). Unless otherwise stated in the Order Form, Fees are invoiced in advance and due within thirty (30) days of invoice date. All Fees are stated in U.S. dollars and are non-refundable except as expressly provided in these Terms.

6.2 Taxes

Fees are exclusive of all taxes, levies, and duties. You are responsible for all applicable taxes, excluding taxes based on Aperture's net income. If Aperture is required to collect or remit taxes on your behalf, such taxes will be invoiced to you.

6.3 Fee Disputes

You must notify Aperture in writing of any Fee dispute within thirty (30) days of the invoice date. Undisputed amounts past due may be subject to a finance charge of the lesser of 1.5% per month or the maximum rate permitted by law.

6.4 Suspension for Non-Payment

Aperture may suspend access to the Service upon fifteen (15) days' written notice if any undisputed Fees remain unpaid past due. Access will be restored promptly upon receipt of payment.

7. Term and Termination

7.1 Term

These Terms are effective from the date you first access the Service or execute an Order Form ("Effective Date") and continue until terminated in accordance with this Section.

7.2 Termination for Convenience

Either party may terminate these Terms upon expiration of the then-current subscription term by providing written notice at least thirty (30) days before the end of the term.

7.3 Termination for Cause

Either party may terminate these Terms upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice; or (b) becomes subject to insolvency proceedings, makes an assignment for the benefit of creditors, or ceases to operate in the ordinary course of business.

7.4 Effect of Termination

Upon termination: (a) your right to access and use the Service immediately ceases; (b) you must cease all use of the Service and delete any Service materials in your possession; (c) each party will return or destroy the other party's Confidential Information upon request. Aperture will make your Customer Data available for export for thirty (30) days following termination, after which Aperture will delete your Customer Data in accordance with our data retention policies.

7.5 Survival

Sections that by their nature should survive termination will survive, including provisions relating to confidentiality, intellectual property, limitation of liability, indemnification, and payment obligations for Fees accrued prior to termination.

7.6 Refund on Mid-Term Termination

If Aperture terminates these Terms for reasons other than your breach, Aperture will refund a prorated portion of any prepaid, unused Fees for the remainder of the then-current subscription term.

8. Intellectual Property

8.1 Aperture IP

Aperture and its licensors retain all right, title, and interest in and to the Service, including all software, models, algorithms, verification architecture, documentation, user interfaces, designs, and all related intellectual property rights. Nothing in these Terms transfers any ownership of Aperture's intellectual property to you.

8.2 Open Source

Aperture warrants that no open-source software incorporated into the Service will impose obligations requiring your proprietary software to be disclosed, licensed, distributed, or otherwise made available as open source.

9. Warranties and Disclaimers

9.1 Aperture Warranties

Aperture warrants that: (a) the Service will perform materially in accordance with its published documentation; (b) the Service will be provided with reasonable skill and care consistent with industry standards; (c) Aperture will not knowingly introduce any virus, malware, or other harmful code into the Service; and (d) to Aperture's knowledge, the Service does not infringe the intellectual property rights of any third party.

9.2 Customer Warranties

You warrant that: (a) you have all necessary rights, consents, and authorizations to upload and process your Customer Data through the Service; (b) your use of the Service will comply with all applicable laws and regulations; and (c) you will not use the Service in any manner that violates these Terms or any applicable law.

9.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." APERTURE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. APERTURE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, OR RELIABLE.

You acknowledge that the Service uses artificial intelligence, which is inherently probabilistic and may produce Output that contains errors, omissions, or inaccuracies notwithstanding Aperture's verification and certification mechanisms. The verification architecture reduces — but does not eliminate — the risk of error.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 General Liability Cap

EXCEPT FOR OBLIGATIONS UNDER SECTIONS 10.3 AND 11, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO APERTURE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS ($250,000).

10.3 Enhanced Liability Cap

For claims arising from a breach of Section 5 (Confidentiality), a breach of data protection obligations under the Data Processing Addendum, or a Security Incident (as defined in the Data Processing Addendum), the liable party's aggregate liability will not exceed the greater of: (a) two times the total Fees paid or payable by you to Aperture in the twelve (12) months preceding the event giving rise to the claim; or (b) five hundred thousand U.S. dollars ($500,000).

10.4 Carve-Outs

The limitations in this Section 10 do not apply to: (a) your payment obligations for Fees; (b) either party's indemnification obligations under Section 11; (c) liability arising from a party's gross negligence or willful misconduct; or (d) liability that cannot be limited under applicable law.

11. Indemnification

11.1 Indemnification by Aperture

Aperture will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents from and against any third-party claim, action, or proceeding alleging that your authorized use of the Service infringes or misappropriates such third party's intellectual property rights, and will pay any finally awarded damages or approved settlement amounts. If the Service becomes, or in Aperture's reasonable opinion is likely to become, the subject of an infringement claim, Aperture may, at its option and expense: (a) procure the right for you to continue using the Service; (b) modify the Service to make it non-infringing; or (c) terminate the affected Service and refund any prepaid, unused Fees.

11.2 Indemnification by Customer

You will defend, indemnify, and hold harmless Aperture and its officers, directors, employees, and agents from and against any third-party claim, action, or proceeding arising from: (a) your Customer Data or Input; (b) your use of the Service in violation of these Terms; or (c) your breach of applicable law in connection with the Service.

11.3 Indemnification Procedures

The indemnified party must: (a) promptly notify the indemnifying party in writing; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defense at its own expense. Failure to provide timely notice will reduce the indemnifying party's obligation only to the extent that the delay materially prejudices the defense.

12. Data Protection

To the extent that Aperture processes personal data on your behalf in connection with the Service, such processing will be governed by the Data Processing Addendum ("DPA") incorporated by reference into these Terms. The DPA addresses: (a) the nature, purpose, and scope of processing; (b) categories of personal data and data subjects; (c) security measures; (d) subprocessor management; (e) cross-border data transfers; (f) data subject rights; (g) data breach notification; and (h) data return and deletion upon termination.

Where there is a conflict between the DPA and these Terms regarding the processing of personal data, the DPA will prevail.

12.2 AI Regulation Compliance

Aperture is committed to compliance with applicable artificial intelligence legislation, including the EU Artificial Intelligence Act (Regulation (EU) 2024/1689) where applicable to the Service or to Customer's use of the Service. In the event that new legislation governing artificial intelligence is implemented in any jurisdiction in which Customer operates, both parties agree to review these Terms and the DPA to ensure continued compliance. If substantial modifications are required, both parties will negotiate in good faith to make necessary amendments. If amendments cannot be agreed, either party may terminate the affected Order Form with a prorated refund of prepaid, unused Fees.

13. Security

Aperture maintains administrative, physical, technical, and organizational security measures designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. Security measures are described in Aperture's Security Addendum and are subject to update as industry standards evolve. Aperture will not materially reduce the overall level of security during the subscription term.

Aperture operates the Service with session-level isolation, encryption in transit and at rest, and access controls aligned with the principle of least privilege.

14. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party right, including privacy, intellectual property, and data protection laws;
• Deliver legal, financial, or investment advice to third parties without qualified human review of all Output;
• Make consequential automated decisions regarding individuals' legal rights, employment, credit, insurance, or access to essential services without appropriate human oversight;
• Distribute malicious code, interfere with Service operations, or attempt to circumvent security, verification, or access-control measures;
• Build, train, or improve any product, service, or model that competes with the Service;
• Access the Service from or on behalf of any person or entity located in a jurisdiction subject to comprehensive U.S. sanctions;
• Process biometric data, genetic data, or data relating to children under the age of 16 through the Service;
• Use the Service in any manner that could reasonably be expected to damage, disable, overburden, or impair the Service.

15. Modifications to Terms

Aperture may update these Terms from time to time. We will provide you with at least fifteen (15) days' prior written notice of material changes, except for non-material changes or changes required by law, regulation, or court order. No update will reduce Aperture's obligations regarding Confidential Information, Customer Data, Content, or security without your prior written consent.

If a material change adversely affects your rights, you may object in writing within fifteen (15) days of notice. If the parties cannot resolve the objection, you may terminate these Terms upon three (3) business days' written notice and receive a prorated refund of any prepaid, unused Fees.

16. General Provisions

16.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. For customers domiciled in the European Economic Area, Switzerland, or the United Kingdom, these Terms are governed by the laws of England and Wales.

16.2 Dispute Resolution

Any dispute arising out of or relating to these Terms that cannot be resolved through good-faith negotiation within thirty (30) days will be submitted to binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures. The arbitration will be conducted in English in Wilmington, Delaware (or London, England for EEA/UK customers). Disputes involving amounts exceeding $250,000 will be decided by a panel of three arbitrators. Each party will bear its own costs, and the arbitrator(s) will allocate arbitration fees.

16.3 Assignment

You may not assign or transfer these Terms or any rights hereunder without Aperture's prior written consent. Aperture may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.

16.4 Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, epidemic, government action, natural disaster, power failure, internet disruption, or cyberattack. This provision does not excuse your obligation to pay Fees.

16.5 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect.

16.6 Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

16.7 Entire Agreement

These Terms, together with the Privacy Policy, any applicable DPA, Security Addendum, and executed Order Forms, constitute the entire agreement between you and Aperture regarding the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, and representations, whether written or oral.

16.8 Notices

All notices under these Terms must be in writing and in English. Notices to Aperture should be sent to legal@runaperture.com. Notices to you will be sent to the email address associated with your account or as specified in the applicable Order Form.

16.9 Export Compliance

You agree to comply with all applicable export control and sanctions laws and regulations in connection with your use of the Service. You represent that you are not located in, and will not access the Service from, any country or territory subject to comprehensive U.S. sanctions, and that you are not listed on any U.S. government list of prohibited or restricted parties.

16.10 Insurance

Aperture maintains industry-standard insurance coverage, including commercial general liability, professional liability (E&O), and cyber liability insurance, each with carriers rated A- or better by A.M. Best.

16.11 Use of Name

You grant Aperture the right to reference you as a customer in marketing materials, including on the Aperture website and in pitch materials. You may revoke this right at any time by providing written notice to Aperture.

16.12 Relationship of Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

Definitions

Capitalized terms used in these Terms have the following meanings:

• "Confidential Information" — as defined in Section 5.1.
• "Content" — the combination of your Input and the Output generated by the Service.
• "Customer Data" — data, documents, files, or information uploaded or transmitted to the Service by you.
• "DPA" — the Data Processing Addendum governing personal data processing.
• "Effective Date" — the date you first access the Service or execute an Order Form.
• "Embargoed Countries" — countries or territories subject to comprehensive U.S. sanctions programs.
• "Feedback" — suggestions, enhancement requests, or other feedback provided regarding the Service.
• "Fees" — the fees specified in the applicable Order Form.
• "Input" — data, queries, instructions, or materials you submit to the Service.
• "Order Form" — any ordering document, statement of work, or subscription agreement executed between the parties.
• "Output" — deliverables, analysis, reports, or work product generated by the Service in response to your Input.
• "Service" — the Aperture verified delivery platform and all related services, features, and documentation.
• "Usage Data" — aggregated, de-identified data regarding use of the Service.