Terms & Conditions

Preamble: Distinction Between Website Terms of Use and Master Service Agreement (MSA)

These Terms and Conditions ("Terms") govern the access to and use of the public-facing website, demonstration ("Demo") requests, and any free trial periods ("Trial") of the services offered by AdvEngine Inc. ("AdvEngine", "Provider," "we," "us"). They are intended to establish a legally binding agreement for preliminary, evaluative, and non-commercial use of the Provider's platform by both individual users and business entities.

It is critical for all users to understand the scope of this agreement. The use of the Provider's full, enterprise-grade products and services by paying customers is not governed by these Terms. Instead, such use is subject to a separate, negotiated Master Service Agreement ("MSA"), which addresses the comprehensive security, data handling, liability, service level, and compliance requirements of institutional clients.

This dual-contract structure is standard practice for enterprise-grade Software-as-a-Service (SaaS) providers and is essential for managing the specific risks and obligations associated with handling sensitive client data in highly regulated industries like finance. These public-facing Terms provide a foundational legal framework for initial interactions, while the MSA serves as the definitive, governing document for a commercial relationship. In the event of any conflict or inconsistency between these Terms and a fully executed MSA, the terms of the MSA shall control.

1. Agreement to Terms

1.1. Introduction and Acceptance

These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("User," "you"), and AdvEngine, concerning your access to and use of the website and its associated AI-powered services (collectively, the "Service"). By accessing the website, submitting a request for a Demo, registering for an account, or initiating a Trial, you acknowledge that you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, then you are expressly prohibited from using the Service and must discontinue use immediately. The process of registering for an account or starting a Trial will require your affirmative consent to these Terms, typically through a "clickwrap" mechanism (e.g., checking a box), to ensure a clear and enforceable record of your agreement.

1.2. Scope of Agreement

As outlined in the Preamble, these Terms exclusively govern your non-commercial, trial, and preliminary evaluation of the Service. Any paid subscription to, or enterprise-level deployment of, the Service is contingent upon the mutual execution of a separate Master Service Agreement (MSA). The MSA will contain detailed provisions regarding data processing, security obligations, service level commitments (SLAs), intellectual property, and liability that supersede these general Terms.

1.3. Modifications to Terms

We reserve the right, at our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We may choose to alert you to any changes by updating the "Last Updated" date of these Terms and, if we deem appropriate, by providing notice through the Service or via email. However, we are not obligated to provide any specific form of notice. It is your responsibility to periodically review these Terms to stay informed of updates. Your continued use of the Service after the date such revised Terms are posted will constitute your acceptance of the changes.

2. The Service

2.1. Service Description

The Service is a sophisticated Software-as-a-Service (SaaS) platform that utilizes proprietary artificial intelligence (AI) and machine learning models to automate and accelerate financial research, data analysis, and related workflows for professionals in the financial services industry, including investment banking, private equity, asset management, and individual investors. The platform integrates with various internal and external data sources to generate insights, summaries, and analyses from complex financial documents and data sets.

2.2. Eligibility

You represent and warrant that you are at least 18 years of age and have the legal capacity to form a binding contract and comply with these Terms. The Service is not available to any users previously removed from the Service by the Provider. You may not use the Service if doing so is prohibited by applicable laws or regulations in your jurisdiction.

2.3. Trial Periods

Trial periods, durations, and feature sets are determined solely at our discretion and may be changed, extended, shortened, or otherwise modified at any time, for any user or group of users, with or without notice. We reserve the right to grant, deny, revoke, or alter Trial access for any reason. Any limitations, restrictions, or enhancements to Trial accounts—including but not limited to duration, available features, or eligibility—are set by us and may differ from user to user. No user or entity is guaranteed a Trial, nor is there any entitlement to a specific Trial length or experience.

2.4. User Accounts

Registration: To access certain features of the Service, such as a Trial, you may be required to register for an account. You agree to provide true, accurate, current, and complete information during the registration process and to maintain and promptly update this information as necessary.

Account Security: The security of your account is a shared responsibility and is essential to protecting the Service and all users. You are strictly responsible for maintaining the confidentiality of your account credentials, including your password, and for all activity that occurs under your account. In line with the Zero Trust security model—which requires that every access attempt is rigorously authenticated and never implicitly trusted—you must take all reasonable steps to prevent unauthorized access. You agree to notify the Provider immediately of any suspected or actual unauthorized use of your account or any other breach of security. Failure to do so may result in immediate suspension or termination of your access to the Service.

Account Sharing: User logins are intended for a single, named individual user. You agree and acknowledge that a user login cannot be shared or used by more than one individual. Sharing credentials compromises the integrity of the Service's access controls and constitutes a material breach of these Terms.

3. License and Acceptable Use

3.1. Grant of License

Subject to your compliance with these Terms, the Provider grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service solely for your personal, non-commercial use or for internal business evaluation purposes during a Trial period. This license is granted only for the duration of your authorized access to the Service.

3.2. Prohibited Activities

You agree not to engage in any of the following prohibited activities, which are grounds for immediate suspension or termination of your access to the Service:

• Intellectual Property Violations: Decompile, reverse engineer, disassemble, or otherwise attempt to derive or discover the source code, underlying ideas, algorithms, or models of the Service.
• Unauthorized Data Extraction and Model Training: Use any automated system, including without limitation "robots," "spiders," or "offline readers," to access the Service or to copy, "scrape," or extract any data or content for the purpose of creating a competing service, training or fine-tuning artificial intelligence or machine learning models, or developing related technology. This restriction does not prohibit: (i) indexing or crawling by search engines for the purpose of making the Service discoverable in search results, or (ii) access by AI assistants and similar services for real-time information retrieval to answer user queries, provided such activity complies with industry-standard robots.txt directives and is not used to train, fine-tune, or develop AI models. The use of Service-generated outputs to train, fine-tune, or otherwise develop any other artificial intelligence or machine learning models—especially for the purpose of creating a competing service—is strictly forbidden. This protection of generated output is critical to safeguarding the Provider's core intellectual property
• Illegal, Harmful, or Abusive Use: Use the Service for any illegal, fraudulent, or unauthorized purpose, or in any manner that infringes upon or violates the intellectual property rights or any other rights of the Provider or any third party. This includes transmitting any material that is harassing, defamatory, obscene, or otherwise objectionable.
• System Integrity and Security: Interfere with, disrupt, or create an undue burden on the Service or the networks or services connected to it. You may not attempt to circumvent, disable, or otherwise interfere with security-related features of the Service, including those that prevent or restrict access.

4. Client Data, AI Processing, and Security

4.1. Definitions and Ownership

"Client Data" refers to any and all information, files, documents, prompts, and other materials that you upload, input, or otherwise provide to the Service for processing. You retain all right, title, and interest in and to your Client Data. However, you grant us a limited license to use your Client Data solely for the purpose of providing the Service to you, including processing requests, maintaining your account, providing customer support, and other legitimate operational purposes. You are solely responsible for the accuracy, quality, and legality of your Client Data.

"Usage Data" refers to aggregated, de-identified, and anonymized information derived from the operation of the Service, including metadata on feature usage, performance metrics, and technical data. Usage Data does not contain any of your personally identifiable information or confidential Client Data.

"Operational Data" refers to information necessary for service delivery and account management, including but not limited to account credentials, user preferences, billing information, and technical logs. We may use Operational Data to provide, maintain, and improve the Service.

4.2. AI Model Training Policy: The Core Commitment

The trust of our clients is paramount, particularly given the sensitive nature of financial data. Therefore, the Provider makes the following unequivocal commitment:

No Training on Client Data: Client Data is NEVER used to train the Provider's general AI models or any third-party AI models. Client Data is processed exclusively to provide the Service to you. Our authorized subprocessors may process Client Data solely for the purpose of delivering and supporting the Service and are bound by strict confidentiality obligations. For clients under an MSA, Client Data is deleted from our systems in accordance with the terms of the applicable MSA, unless its retention is required for the ongoing functionality of a feature you are using (e.g., monitoring an investment thesis) or as required by law. This strict data isolation is a cornerstone of our security and privacy commitment.

4.3. Data Retention for Trial Users

For Trial users, Client Data is generally retained for up to 90 days to support account recovery and ongoing evaluation of the Service. However, we may, at our discretion, offer shorter or longer retention periods in specific cases (for example, to accommodate user requests or evolving product features). You may request deletion of your Client Data at any time during the Trial by contacting us, and we will make reasonable efforts to accommodate such requests promptly, subject to technical and legal limitations. In all cases, Client Data will be permanently deleted from our systems after the applicable retention period or upon account termination, whichever occurs first.

4.4. Permitted Use of Usage Data

While Client Data is held in strict confidence, the Provider must be able to improve its services. To achieve this, you grant the Provider a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate Usage Data for its internal business purposes, such as product improvement, service optimization, research, and analytics. This legal distinction between Client Data and Usage Data is the mechanism that allows the Provider to enhance the Service without ever compromising the confidentiality of your proprietary information.

4.5. Security Commitment

The Provider will implement and maintain a comprehensive security program with administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Client Data. These measures are based on industry best practices and are aligned with leading security frameworks.

4.6. Privacy Policy

Your use of the Service is also governed by our Privacy Policy, which is incorporated herein by reference. The Privacy Policy provides detailed information on how we collect, use, and disclose personal data. Please review it carefully.

4.7. Confidentiality

"Confidential Information" means any non-public information disclosed by either party (“Disclosing Party”) to the other (“Receiving Party”) that is marked or reasonably understood to be confidential, including Client Data. The Receiving Party will (i) use Confidential Information only to perform under these Terms, (ii) protect it using at least reasonable care, and (iii) not disclose it to third parties except to its employees, contractors, and subprocessors who have a need to know and are bound by confidentiality obligations no less protective. These obligations do not apply to information that is (a) public through no breach, (b) independently developed, or (c) rightfully received from a third party without duty of confidentiality. Upon termination, within reasonable time, each party will delete or return the other party’s Confidential Information, except as required by law or for standard backups retained under confidential treatment.

4.8. Data protection / DPA

Personal data processing is further described in our Privacy Policy and, where required by law, governed by a Data Processing Addendum (“DPA”) incorporating appropriate transfer mechanisms (e.g., EU Standard Contractual Clauses and UK IDTA). We use vetted subprocessors to provide the Service and maintain an up-to-date list upon request. By using the Service, you authorize Provider’s use of subprocessors and cross-border transfers as described in the Privacy Policy/DPA

4.9. Third-party services / OSS / Beta

Third-Party Services; Open Source; Beta. The Service may interoperate with third-party services subject to their terms; Provider is not responsible for third-party services. The Service may include open-source components subject to their licenses. Beta features are provided “as is,” may be modified or discontinued at any time, and are excluded from any commitments not expressly stated in these Terms.

5. Intellectual Property Rights

5.1. Provider's Intellectual Property

You acknowledge and agree that the Service, including but not limited to its software, source code, algorithms, models, user interfaces, documentation, and all content provided by the Provider (excluding Client Data and specific Output as defined below), constitutes the exclusive intellectual property and confidential information of the Provider and its licensors. The Service is protected by copyright, trademark, trade secret, and other intellectual property laws.

5.2. Client's Intellectual Property

As stated in Section 4.1, you retain full ownership of your pre-existing intellectual property, including all Client Data you provide to the Service.

5.3. Ownership of AI-Generated Output

Assignment of Rights to User: The legal landscape surrounding ownership of AI-generated works is evolving. To provide commercial clarity, as between you and the Provider, you shall own all right, title, and interest in and to the specific, unique output generated by the Service that is derived directly from your proprietary Client Data ("Output"). The Provider hereby assigns to you any rights it may have in such Output.

Disclaimer of Uniqueness and Exclusivity: You acknowledge that, due to the nature of generative AI and machine learning, the Service may produce the same or substantially similar Output for other users who provide similar or identical inputs or prompts. Consequently, your rights in the Output may not be unique or enforceable against third parties who have independently generated similar works through the Service. The Provider retains all ownership rights to the underlying AI models, algorithms, and processes used to generate all Output.

5.4. Feedback

If you provide any feedback, comments, suggestions, or ideas regarding the Service ("Feedback"), you hereby grant the Provider a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose, without any obligation, acknowledgment, or compensation to you.

6. Warranties, Disclaimers, and Liability

6.1. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE PROVIDER MAKES NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

6.2. AI Output Disclaimer

YOU ACKNOWLEDGE AND AGREE THAT THE OUTPUT IS GENERATED BY ARTIFICIAL INTELLIGENCE AND MAY CONTAIN ERRORS, INACCURACIES, OMISSIONS, OR "HALLUCINATIONS." THE OUTPUT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO CONSTITUTE FINANCIAL, INVESTMENT, LEGAL, OR ANY OTHER FORM OF PROFESSIONAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR INDEPENDENTLY REVIEWING, VERIFYING, AND EVALUATING THE ACCURACY, COMPLETENESS, AND APPROPRIATENESS OF ANY OUTPUT BEFORE RELYING ON OR USING IT FOR ANY PURPOSE. RELIANCE ON ANY OUTPUT IS STRICTLY AT YOUR OWN RISK.

6.3. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PROVIDER, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE. THE PROVIDER'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE IS LIMITED TO THE GREATER OF (A) TWO HUNDRED U.S. DOLLARS ($200) OR (B) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO THE PROVIDER FOR THE SERVICE IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THESE TERMS LIMITS LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, OR LIABILITIES THAT CANNOT BE LIMITED BY LAW.

6.4. Indemnification

You agree to defend, indemnify, and hold harmless the Provider and its affiliates, officers, agents, and employees from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with (i) your Client Data, (ii) your use of the Service in violation of these Terms, (iii) your breach of these Terms, or (iv) your violation of any third-party rights, including intellectual property rights.

6.5. No investment advice / MNPI

The Service and any Output are for informational purposes only and do not constitute investment advice, an offer, recommendation, or solicitation to buy or sell securities. Provider is not a broker-dealer or investment adviser and does not provide personalized advice. You represent and warrant that you will not upload, input, or otherwise provide any material non-public information (“MNPI”) to the Service and that you have all rights and consents necessary for any Client Data you provide.

6.6. Regulated/sensitive data

Unless expressly agreed in a signed MSA, you will not submit to the Service any: (i) protected health information (as defined by HIPAA), (ii) payment card data subject to PCI DSS, (iii) government-classified information, (iv) biometric identifiers, (v) children’s data subject to COPPA or equivalent laws, or (vi) any data subject to heightened sectoral, state, or international restrictions requiring specific contractual commitments beyond these Terms.

6.7. Export controls & sanctions

You represent that you are not located in, under the control of, or a national or resident of any embargoed or restricted country or on any U.S., Canada, UK, EU, UN or any other sanctions list. You will comply with all applicable export control and sanctions laws (including U.S. EAR and OFAC) and will not use the Service for any prohibited end use.

7. Term and Termination

7.1. Term

These Terms shall commence upon your first access to the Service and will remain in full force and effect while you use the Service, unless earlier terminated as provided herein.

7.2. Termination by User

You may terminate these Terms at any time by closing your account and discontinuing use of the Service. Upon termination, you will generally retain access to your Client Data for 30 days to allow for data export; however, the Provider reserves the right, at its sole discretion, to shorten this period. If you need additional time or have special requirements regarding your data, please contact us and we will make reasonable efforts to accommodate your request.

7.3. Termination by Provider

The Provider reserves the right, in its sole discretion, to suspend, restrict, or terminate your access to all or any part of the Service at any time for material breach of these Terms or for violation of applicable law. Where reasonably practicable, we will provide 24 hours' notice of termination to allow for data export, except in cases involving security threats or legal violations.

7.4. Effect of Termination

Upon termination of your account for any reason, your right to access and use the Service will immediately cease. You will have a period—generally 30 days, unless we decide otherwise at our sole discretion—to export your Client Data, after which it will be permanently deleted in accordance with Section 4. The following sections of these Terms will survive termination: Section 4 (Client Data, AI Processing, and Security), Section 5 (Intellectual Property Rights), Section 6 (Warranties, Disclaimers, and Liability), and Section 8 (General Provisions).

8. General Provisions

8.1. Governing Law and Exclusive Venue

These Terms, and any dispute arising from or related to them, will be governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms that is not required to be arbitrated will be brought exclusively in the state or federal courts located in Wilmington, Delaware, and both parties irrevocably consent to the personal jurisdiction and venue of these courts.

8.2. Dispute Resolution: Mandatory Binding Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

• Agreement to Arbitrate: You and AdvEngine agree that any and all disputes, claims, or controversies arising out of or relating to these Terms shall be resolved exclusively through final and binding individual arbitration, and not in a court of law.
• Arbitration Provider and Rules: The arbitration will be administered by JAMS pursuant to its Streamlined Arbitration Rules & Procedures. The arbitration will be conducted in Wilmington, Delaware, before a single, neutral arbitrator.
• Waiver of Jury Trial: YOU AND ADVENGINE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.
• Class Action Waiver: ALL CLAIMS AND DISPUTES MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
• Exceptions to Arbitration: Despite the above, either party may:
  • Bring an individual action in a small claims court located in Wilmington, Delaware.
  • Seek emergency injunctive relief in a state or federal court in Wilmington, Delaware, to protect its intellectual property rights.