OpenAdmin: AI-Powered Investment Management

OpenAdmin, Inc.

By accessing or using any portion of the Products, you agree to these Terms of Service (“Terms”). If you are using the Platform on behalf of a company, fund, or other entity, you represent and warrant that you are authorized to accept these Terms on its behalf. If you do not agree, you may not use the Platform.

This agreement is effective as of when you access or use any of the Products (the "Effective Date"). OpenAdmin, Inc.'s ("OpenAdmin") acceptance of your access and use of the Products is expressly conditioned upon your agreement to all of these Terms, to the exclusion of any other terms. If you have entered into a separate signed agreement with OpenAdmin (such as a Services Agreement), that agreement will govern to the extent of any conflict with these Terms.

Provision of Access and License. Subject to your compliance with these Terms, including payment of all applicable fees, OpenAdmin grants you a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the software, application programming interfaces (APIs), models, algorithms, and services made available under this Agreement (collectively, the “Products”) solely for your internal business purposes and in accordance with any applicable documentation (“Documentation”) and any additional terms set forth by OpenAdmin. You may use the Products solely in accordance with these Terms and for their intended purposes. Your continued access and use are subject to any usage limits, technical requirements, and payment of applicable fees. OpenAdmin may modify, suspend, or discontinue the Products or Documentation at any time, temporarily or permanently. OpenAdmin may also impose limits on, or restrict, your access to the Products or Documentation without prior notice or liability. OpenAdmin will not be liable to you or any third party for any modification, suspension, or discontinuance of the Products or Documentation.
Ownership. You acknowledge and agree that, as between the parties, OpenAdmin retains all right, title, and interest in and to the Products, Documentation, source code, software components, APIs, models, algorithms, updates, enhancements, improvements, and any other related documentation, materials, or intellectual property provided or made available by OpenAdmin, including, without limitation, all patent, copyright, trademark, trade secret, and other intellectual property or proprietary rights embodied therein. Except for the limited rights expressly granted to you under these Terms, no rights or licenses, whether express or implied, are granted to you under any intellectual property owned or controlled by OpenAdmin.
Restrictions. As a condition of your license and access to the Products, you will not (and will not permit any third party to): (a) decompile, disassemble, reverse engineer, or otherwise attempt to discover or reconstruct the source code, underlying structure, ideas, algorithms, file formats, or programming interfaces of the Products by any means whatsoever; (b) distribute, sell, sublicense, rent, lease, or otherwise make the Products (or any portion thereof) available for timesharing, hosting, service provider, outsourcing, or similar purposes, except as expressly permitted under this Agreement; (c) remove, alter, or obscure any proprietary, copyright, trademark, service mark, confidentiality, or other notices contained in or affixed to the Products; (d) modify, adapt, translate, or create derivative works based on any part of the Products, or incorporate the Products into or with other software, except to the extent expressly authorized in writing by OpenAdmin (including as permitted in the Documentation); (e) publish, disclose, or disseminate any performance information or analysis (including, without limitation, benchmarks or test results) relating to the Products; (f) transfer, transmit, export, re-export, or otherwise make available any Products (or any portion thereof) or any OpenAdmin technical data in violation of applicable law or without OpenAdmin’s prior written consent; (g) use, evaluate, or view the Products for the purpose of designing, developing, or otherwise creating any environment, software, models, algorithms, products, programs, or services that perform functions substantially similar to those of the Products or that otherwise compete with OpenAdmin’s offerings; or (h) use the Products in violation of any applicable law, regulation, or third-party rights. These restrictions also apply to the Documentation. Notwithstanding the foregoing, certain portions of the Products may include components subject to open-source or third-party licenses. In such cases, your use of those components is governed solely by the terms of the applicable open-source or third-party license. However, the disclaimer of warranties and limitation of liability provisions of this Agreement will continue to apply to the Products as a whole.
Third Party Data and Content. OpenAdmin’s Products may connect to third party databases or content sources that OpenAdmin does not own, control, or license. Any use of such third-party databases or content sources, and any exchange of data between you and the third-party provider, is solely between you and the applicable third-party provider. OpenAdmin is not responsible for such third party data, content, or any disclosure, modification, or deletion of data or content resulting from access by such third party database or content source.
Confidentiality. You shall keep strictly confidential all Confidential Information (as defined below) of OpenAdmin and shall not use such Confidential Information except as necessary to exercise your rights and perform your obligations under these Terms. You shall not disclose such Confidential Information to any third party, except on a need-to-know basis to your advisors, attorneys, accountants, or other professional representatives who are bound by confidentiality obligations at least as restrictive as those set forth herein. Without limiting the foregoing, you shall use at least the same degree of care to protect OpenAdmin’s Confidential Information as you use to protect your own confidential information of a similar nature, but in no event less than reasonable care. You shall promptly notify OpenAdmin of any actual or suspected misuse, misappropriation, or unauthorized disclosure of OpenAdmin’s Confidential Information. “Confidential Information” means: (i) the Products (including any information, specifications, or data relating thereto); (ii) any Documentation (including information or data contained therein); (iii) the terms and existence of this Agreement; and (iv) any other business, financial, technical, engineering, operational, or product-related information or data provided or made available by OpenAdmin to you, whether before, on, or after the Effective Date, that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information may be disclosed in written, electronic, oral, or any other form. Confidential Information does not include information that: (a) is or becomes part of the public domain through no act or omission of you or your representatives; (b) was lawfully in your possession without confidentiality obligations prior to disclosure by OpenAdmin (as evidenced by written records); (c) was rightfully disclosed to you by a third party without restriction and without breach of any confidentiality obligation; or (d) was independently developed by you without use of or reference to any Confidential Information (as evidenced by written documentation). You are responsible and liable for any breach of this Section, including any unauthorized disclosure or misuse of Confidential Information by your employees, contractors, agents, or any other party to whom you are permitted to disclose Confidential Information. Your obligations with respect to OpenAdmin’s Confidential Information shall survive termination of this Agreement for a period of five (5) years, except that any Confidential Information constituting a trade secret under applicable law shall remain confidential for so long as it retains its trade secret status.
Your Responsibilities and Data Control. You are solely responsible for all data, information, and materials that you provide, upload, input, import, transmit, store, or otherwise make available in or through the Products (“Content”), including any investor, fund, financial, or personally identifiable information. You represent, warrant, and covenant that: (a) you will not use the Products for any unlawful, improper, or unauthorized purpose, including discrimination, harassment, fraud, or violation of privacy or data protection laws; (b) you will not provide or make available any Content that is unauthorized, unlawful, or obtained in violation of applicable law; (c) you have obtained all necessary rights, authorizations, consents, and approvals to make Content available to OpenAdmin for the limited purposes set forth in these Terms; (d) any conclusions, analytics, or results derived from the use of the Products or your Content are made at your own risk, and you are solely responsible for any losses, damages, or liabilities arising therefrom. OpenAdmin does not monitor, access, review, or validate your Content except: (i) as necessary to provide, maintain, secure, support, or improve the Products (including for troubleshooting, analytics, or technical purposes); (ii) as required by applicable law, regulation, or legal process; or (iii) as expressly authorized by you in writing. OpenAdmin may collect and analyze anonymized or aggregated usage data and metadata derived from your use of the Products, provided such data does not include or reveal your Content. OpenAdmin does not assume responsibility for, and will not verify or validate, the accuracy, legality, or completeness of your Content.
Customer Content Ownership. As between you and OpenAdmin, you retain all rights, title, and interest in and to your Content, including all intellectual property and proprietary rights therein, and any reports, analytics, or other results derived from such Content. OpenAdmin does not claim ownership of your Content. Except for the limited rights expressly granted to OpenAdmin under these Terms to host, process, store, transmit, and display Content as necessary to provide the Products, no rights or licenses are granted to OpenAdmin with respect to your Content, and all such rights are reserved by you.
Support. This Agreement does not entitle you to any support, maintenance, training, upgrades, patches, enhancements, or fixes (collectively, “Support”) for the Products. Any Support for the Products that may be made available by OpenAdmin, in its sole discretion, shall become part of the Products and subject to this Agreement.
Privacy Policy. Your use of the Product is subject to OpenAdmin's privacy policy.
OpenAdmin Warranty Disclaimer. THE PRODUCTS AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND. OPENADMIN AND ITS SUPPLIERS, LICENSORS, AND SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE, ACCURACY, SECURITY, AVAILABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, OPENADMIN DOES NOT WARRANT THAT THE PRODUCTS OR DOCUMENTATION WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, THAT THE PRODUCTS WILL BE AVAILABLE, UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY DATA OR RESULTS PROVIDED THROUGH THE PRODUCTS WILL BE ACCURATE, COMPLETE, OR RELIABLE. YOU ACKNOWLEDGE THAT OPENADMIN DOES NOT CONTROL THE TRANSFER OF DATA, INFORMATION, OR CONTENT OVER COMMUNICATION NETWORKS, INCLUDING THE INTERNET OR ANY THIRD-PARTY SERVICES, AND THAT THE PRODUCTS MAY BE SUBJECT TO LIMITATIONS, DELAYS, INTERRUPTIONS, FAILURES, OR OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATION FACILITIES. OPENADMIN IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, CORRUPTION OF DATA, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. ALL DISCLAIMERS HEREIN APPLY FULLY TO OPENADMIN’S LICENSORS, SUPPLIERS, CONTRACTORS, AFFILIATES, DISTRIBUTORS, AND AGENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO CERTAIN LIMITATIONS MAY NOT APPLY TO YOU.
Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL OPENADMIN, ITS AFFILIATES, LICENSORS, SUPPLIERS, OR DISTRIBUTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF USE, LOST DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, SECURITY FAILURES, SYSTEM DOWNTIME, OR COSTS OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF OPENADMIN OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. TO THE FULLEST EXTENT PERMITTED BY LAW, OPENADMIN’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PRODUCTS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO OPENADMIN FOR ACCESS TO THE PRODUCTS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS (USD $100). THE LIMITATIONS SET FORTH IN THIS SECTION WILL APPLY EVEN IF ANY REMEDY PROVIDED UNDER THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE.
Indemnification. You agree that OpenAdmin and its licensors, suppliers, distributors, service providers, contractors, and agents shall have no liability whatsoever for your Content or for any use you make of the Products. You shall defend, indemnify, and hold harmless OpenAdmin and its licensors, suppliers, distributors, service providers, contractors, affiliates, and agents from and against any and all claims, demands, actions, proceedings, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your use of the Products or Documentation; (b) your Content, including any processing, storage, or distribution thereof; (c) your violation of these Terms; or (d) your violation of any applicable law, regulation, or third-party right. OpenAdmin reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify OpenAdmin, and you agree to cooperate fully with OpenAdmin in asserting any available defenses.
Termination. This Agreement shall commence on the date you first access or use the Products and shall continue until terminated as set forth herein (the “Term”). You may terminate this Agreement at any time by discontinuing use of the Products. OpenAdmin may suspend or terminate your access to the Products and this Agreement at any time, with or without cause, and with or without notice. Your rights under this Agreement will automatically terminate without notice from OpenAdmin if you fail to comply with any term of these Terms. Upon any termination or expiration of this Agreement, (a) all rights granted to you hereunder shall immediately cease; (b) you shall immediately stop using the Products and Documentation; and (c) you shall promptly return to OpenAdmin or, if directed by OpenAdmin, destroy all copies of the Products, Documentation, and any other Confidential Information in your possession or control. If requested by OpenAdmin, you must certify in writing that you have complied with these obligations. Termination or expiration of this Agreement shall not limit or affect any rights of OpenAdmin or your obligations that accrued prior to the effective date of termination, including, without limitation, payment obligations. Sections 3 (Restrictions), 5 (Confidentiality), 7 (Customer Content Ownership), 10 (Warranty Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 13 (Termination), 14 (Dispute Resolution), and any other provisions that by their nature should survive termination shall survive and remain in full force and effect. Termination is not an exclusive remedy, and all other remedies available at law or in equity will remain available.
Dispute Resolution and Governing Law. Any dispute, controversy, or claim arising out of or relating to these Terms, the Products, or the relationship between you and OpenAdmin (including any question regarding its existence, validity, or termination) that cannot be resolved through good faith discussions within sixty (60) days after written notice of the dispute shall be finally settled by binding arbitration. The arbitration shall be conducted in English and administered by a mutually agreed arbitration body under its applicable rules. The decision of the arbitrator shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. These Terms shall be governed by and construed in accordance with the laws of the State of New York and the United States, without regard to conflict-of-law principles. For all purposes of these Terms, but subject to the agreement to arbitrate set forth above, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New York, New York, and waive any objection to such jurisdiction or venue.
Miscellaneous. You may not assign, transfer, or delegate these Terms or any rights or obligations under them, by operation of law or otherwise, without the prior written consent of OpenAdmin, and any attempted assignment in violation of this provision will be null and void. OpenAdmin may assign or transfer these Terms, in whole or in part, without restriction. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The Products may rely on or incorporate third-party services, hosting providers, or infrastructure, and OpenAdmin is not responsible for the acts or omissions of any such third parties or for any availability, performance, or failures associated with them. OpenAdmin reserves the right to update or modify these Terms at any time, and if material changes are made, OpenAdmin will provide notice by posting the updated Terms or by other reasonable means; your continued use of the Products after the effective date of any changes constitutes your acceptance of the updated Terms. These Terms constitute the entire agreement between you and OpenAdmin with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, or communications, whether written or oral, relating to the Products.