Terms and Conditions

These Auremis Customer Terms and Conditions (the "Agreement") constitute a binding agreement between Riverine Solutions LLC ("Company" or "Auremis") and the customer accepting this Agreement ("Customer").

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY TO THIS AGREEMENT. YOU ALSO REPRESENT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE AND OF A LEGAL AGE TO FORM A BINDING CONTRACT.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT CLICK "I AGREE" OR "SIGN UP" AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY PART OF THE PLATFORM.

ARBITRATION NOTICE: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION. SEE SCHEDULE A. AN OPT-OUT OPTION IS AVAILABLE.

1. Definitions

• "App" means any mobile application version or component of the Platform.
• "Content" means any text, data, information, reports, files, images, graphics, software code, or other content.
• "Customer Content" means any Content submitted, uploaded, or imported into the Platform, or otherwise provided to Company by or on behalf of Customer, including Account information.
• "Documentation" means Platform-related operational guides or manuals provided by Company to Customer.
• "Intellectual Property Rights" means any and all rights in and to inventions, works of authorship, designs, software, databases, know-how, methods, and other intellectual property, including patents, copyrights, trade secrets, and trademarks.
• "Order" means any order form or other ordering document for the provision of the Platform that is mutually signed by the Parties or confirmed by Company.
• "Platform" means Auremis, Company's alternative investments portfolio tracking and analytics software-as-a-service platform (and all underlying Intellectual Property).
• "Privacy Policy" means Company's then-current privacy policy, incorporated herein by reference.
• "Sensitive Data" means categories of data subject to heightened protection under applicable law, including data under GDPR Article 9(1), payment card data subject to PCI DSS, Nonpublic Personal Information under GLBA, or Personal Health Information under HIPAA.
• "Subscription Scope" means any Platform usage limitations specified in an Order (e.g., user counts, features, and functionalities).
• "Subscription Term" means the subscription period specified in the Order.
• "Usage Statistics" means non-Customer-identifying information relating to the operation, support, and Customer's use of the Platform, including metadata, aggregated data, analytics, and security findings.

2. Account

To access the Platform, Customer must create an account. Customer shall ensure that all information submitted is and remains complete and accurate. Customer is solely responsible for maintaining the confidentiality and security of its Account credentials and for all activities that occur under its Account. Customer shall immediately notify Company of any unauthorized access to or use of its Account.

3. Evaluation Products

Company may permit Customer to try certain Platform features at no charge for a free trial or evaluation period ("Evaluation Product"). The default evaluation period is thirty (30) days unless otherwise specified. Company may terminate an Evaluation Period at any time with or without notice.

EVALUATION PRODUCTS ARE PROVIDED FOR INTERNAL EVALUATION PURPOSES ONLY AND NOT FOR PRODUCTION USE. COMPANY SHALL HAVE NO LIABILITY WHATSOEVER TO CUSTOMER FOR EVALUATION PRODUCTS. TO THE EXTENT APPLICABLE LAW DOES NOT PERMIT FULL EXCLUSION OF LIABILITY, COMPANY'S AGGREGATE LIABILITY FOR AN EVALUATION PRODUCT SHALL NOT EXCEED TEN US DOLLARS (USD $10).

4. Platform and Subscription

4.1 Subscription Grant

Subject to the terms of this Agreement (including payment of all applicable fees), Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license, during the Subscription Term, to access and use the Platform and Platform content for Customer's internal purposes in accordance with the Documentation.

4.2 Restrictions

As a condition of the Subscription, Customer shall not, and shall not permit others to:

• Copy, frame, mirror, or create public internet links to the Platform or Platform content.
• Sell, assign, sublicense, or otherwise transfer or make available the Platform to any third party.
• Modify, adapt, decompile, disassemble, or reverse engineer the Platform.
• Remove, alter, or conceal any proprietary rights notices on or in the Platform.
• Circumvent, disable, or interfere with security features or protocols of the Platform.
• Use the Platform to develop a competing product or service.
• Transmit malware, spyware, or similar malicious software through the Platform.
• Take any action that imposes an unreasonable or disproportionately large load on Platform infrastructure.
• Use the Platform in connection with penetration testing or competitive benchmarking without Company's prior written consent.

4.3 Hosting

The Platform is made available electronically via the internet. Hosting is provided by a third-party cloud hosting provider selected by Company. Platform availability is subject to the hosting provider's then-current uptime commitments.

4.4 Usage Statistics

Company may generate and use Usage Statistics derived from Customer's use of the Platform, including in combination with data from other customers, in aggregated or anonymized form. Nothing in this Agreement limits Company's right to use Usage Statistics to improve and develop the Platform.

4.5 Features and Functionalities

Company may modify the features, functionalities, and user interface of the Platform from time to time, provided that material functionalities to which Customer is entitled under an Order will not be removed without providing a comparable replacement.

5. Data Collection, AI Features, and Disclaimers

5.1 Portfolio Data

By using the Platform, Customer acknowledges and consents to Auremis's collection of data related to Customer's investment portfolio and use of the Platform, including investment names, transaction records, capital contributions, distributions, NAV figures, and related financial data ("Portfolio Data").

5.2 AI-Powered Features

The Platform includes AI-assisted features, including an AI chat panel powered by Anthropic's Claude API. When Customer uses AI features, relevant Portfolio Data is transmitted to Anthropic's API to generate responses. This data is used solely to produce responses and is not retained by Anthropic for model training purposes under their standard API terms. Company does not use Customer's Portfolio Data to train AI models.

Company may use de-identified and aggregated Portfolio Data across its customer base to improve Platform functionality, surface general investment trends and analytics, and develop new features. Such aggregated data will not identify any individual Customer or their specific investments.

5.3 No Investment Advice

ALL INFORMATION PROVIDED THROUGH THE PLATFORM, INCLUDING AI-GENERATED RESPONSES, PORTFOLIO ANALYTICS, INVESTMENT DATA, AND CALCULATED METRICS, IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE INVESTMENT ADVICE OR RECOMMENDATIONS. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS OWN INVESTMENT RESEARCH AND DECISIONS. AUREMIS STRONGLY RECOMMENDS THAT CUSTOMER CONSULT QUALIFIED FINANCIAL ADVISORS BEFORE MAKING ANY INVESTMENT DECISIONS.

5.4 Disclaimer of Liability for Investment Decisions

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AUREMIS DISCLAIMS ALL LIABILITY FOR ANY INVESTMENT DECISIONS MADE BY CUSTOMER BASED ON INFORMATION PROVIDED THROUGH THE PLATFORM, INCLUDING AI-GENERATED CONTENT.

6. Payment

6.1 Fees

Customer agrees to pay Company the fees and other charges set forth in the Order ("Fees").

6.2 Pricing

Pricing will be per the then-current Pricing Page or as specified in a signed Order. Company may modify pricing or tier features upon written notice. Updated pricing applies at the next Subscription Term renewal.

6.3 Payment Terms

Unless otherwise stated in the Order: (a) all Fees are stated and payable in U.S. Dollars; (b) Fees are due in advance at the commencement of each billing cycle (except overages, which are charged in arrears); (c) all payments are non-refundable and without right of set-off or cancellation; and (d) overdue amounts will accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less.

6.4 Taxes

Fees are exclusive of all applicable sales, use, VAT, GST, and other taxes. Customer is responsible for all such taxes, excluding taxes on Company's net income.

7. Ownership

7.1 Company Materials

Company and its licensors own all right, title, and interest in and to the Platform, Platform content, Company's confidential information, any Feedback, Usage Statistics, and any improvements or derivative works thereof. "Feedback" means any suggestions, ideas, or recommendations for or about the Platform provided by Customer. Customer hereby irrevocably assigns to Company any ownership rights in Feedback.

7.2 Customer Content

As between the Parties, Customer owns all Customer Content. Customer grants Company a limited license to use Customer Content solely to provide the Services. Customer is solely responsible for the legality, accuracy, and quality of Customer Content. The Platform is not a data storage or archiving service. Customer is responsible for maintaining its own backups of all Customer Content.

8. Disclaimers

THE PLATFORM AND ALL RELATED SERVICES, CONTENT, AND OUTPUTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL DEFECTS. COMPANY DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

9. Limitation of Liability

IN NO EVENT SHALL COMPANY OR ITS LICENSORS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR: (A) CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, BUSINESS, REVENUE, OR OPPORTUNITY; (C) LOSS OF DATA, NETWORKS, REPUTATION, OR GOODWILL; OR (D) THE COST OF SUBSTITUTE GOODS OR SERVICES.

COMPANY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY (OR, IF NO FEES APPLY, FIFTY US DOLLARS (USD $50)).

10. Indemnification

Customer agrees to defend, indemnify, and hold harmless Company and its officers, directors, and employees from any loss, liability, fine, or expense (including reasonable attorneys' fees) arising from: (a) Customer's breach of this Agreement; (b) Customer's use of the Platform in violation of applicable law or this Agreement; or (c) Customer Content infringing or violating any third-party rights.

11. Term and Termination

11.1 Term

This Agreement commences on the Effective Date and remains in effect for the Subscription Term. The Subscription Term automatically renews for successive equal periods unless either Party provides written notice of non-renewal at least sixty (60) days before the end of an annual term, or before the end of the then-current period for a monthly term.

11.2 Termination

(a) Company may terminate this Agreement for convenience at any time, with or without notice. Customer will receive a pro-rated refund of prepaid, unused Fees for the remaining Subscription Term.

(b) Company may terminate this Agreement immediately upon Customer's material breach.

(c) Customer may terminate this Agreement at any time by closing its Account or providing written notice to Company at legal@auremis.net. Such termination does not entitle Customer to any refund.

11.3 Suspension

Company may suspend access to the Platform: (a) if Customer is seven (7) or more days overdue on payment; (b) due to Customer's material breach; (c) to prevent harm to Company, other customers, or the Platform; or (d) as required by law or government authority.

11.4 Effect of Termination

Upon termination: (a) the Subscription terminates immediately; (b) Customer shall cease all use of the Platform; (c) all outstanding Fees become immediately due. Customer acknowledges that it will have no further access to Customer Content following termination, and that Company may delete Customer Content at any time thereafter. Sections 7 through 14 survive termination.

12. Governing Law

This Agreement is governed by the laws of the State of New York, without regard to conflicts of laws principles. Unless subject to mandatory arbitration under Schedule A, disputes shall be subject to the exclusive jurisdiction of the courts located in New York County, New York.

13. Mandatory Arbitration

In the event of any claim, controversy, or dispute under or in connection with this Agreement (a "Dispute"), such Dispute shall be resolved exclusively by arbitration in accordance with Schedule A. Any claim or cause of action arising under this Agreement must be filed within ONE (1) YEAR after it arose, or it will be permanently barred.

14. Miscellaneous

14.1 Entire Agreement

This Agreement (including its Schedules) represents the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements, understandings, and representations.

14.2 Modifications

Company may modify this Agreement at any time by posting the updated version on the Platform. Customer's continued use of the Platform after such posting constitutes acceptance of the modified Agreement.

14.3 Assignment

Company may assign this Agreement without Customer's consent. Customer may not assign this Agreement or any rights or obligations hereunder without Company's prior written consent. Any unauthorized assignment is void.

14.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force.

14.5 Force Majeure

Neither Party shall be liable for performance failures (excluding payment obligations) caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, governmental actions, or internet failures.

14.6 Notices

Notices to Customer may be given via email to the address on file, via Customer's Account, or via postings on the Platform. Notices to Company must be sent to legal@auremis.net.

Schedule A — Mandatory Arbitration

Informal Resolution

Before filing a claim, Customer agrees to first contact Auremis at legal@auremis.net to attempt to resolve the Dispute informally. If the Dispute is not resolved within thirty (30) days, either Party may initiate arbitration.

Agreement to Arbitrate

Customer and Auremis agree to resolve any Dispute only by FINAL AND BINDING BILATERAL ARBITRATION, except that each Party retains the right to: (a) bring an individual action in small claims court if the claim qualifies; (b) seek equitable relief to protect Intellectual Property Rights; or (c) bring issues to the attention of federal, state, or local agencies.

Arbitration Procedure

Unless otherwise agreed, arbitration shall take place in New York City, New York (or via telephonic/remote means if elected by Customer). Arbitration will be administered by JAMS before a single arbitrator in English, under the JAMS Streamlined Arbitration Rules and Procedures. The Federal Arbitration Act governs all questions of whether a Dispute is subject to arbitration.

Costs

Each Party is responsible for its own legal fees, expert costs, and travel expenses. Filing, administration, and arbitrator fees are governed by JAMS Streamlined Rules. If Customer is an individual (not acting on behalf of an entity) and the amount in dispute is less than $10,000, Auremis will reimburse those fees (unless the arbitrator finds the claims frivolous).

Confidentiality

All aspects of the arbitration proceeding, including the decision and award, shall be strictly confidential, except as required by applicable law or to enforce an arbitration award.

Class Action Waiver

CUSTOMER AND AUREMIS EACH IRREVOCABLY WAIVE: (A) THE RIGHT TO A TRIAL BY JURY; AND (B) THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR ANY OTHER CLASS-WIDE OR REPRESENTATIVE PROCEEDING. CUSTOMER MAY ONLY BRING CLAIMS IN AN INDIVIDUAL CAPACITY.

Opt-Out

Customer may opt out of this arbitration agreement by emailing legal@auremis.net within thirty (30) days after first agreeing to this Agreement. The opt-out email must state that Customer does not agree to arbitrate and must include Customer's name, address, phone number, and email address. If Customer opts out, disputes will be subject to the exclusive jurisdiction of the courts in New York County, New York.