Terms of Use

Overview

These Terms of Use ("Terms") form a binding agreement between you and AI Apollo Inc. ("AI Apollo," "we," "us," or "our") governing your access to and use of the AI Apollo website, software platform, and related services (collectively, the "Services"). By accessing or using the Services, you agree to these Terms. If you do not agree, you should not access or use the Services.

If you use the Services on behalf of a company, fund, or other organization, you represent that you have authority to bind that entity, and "you" will include both you and that entity.

1. Acceptance and Eligibility

You must be at least 18 years old and legally capable of entering into contracts to use the Services. You are responsible for ensuring that your use of the Services complies with applicable law, internal policies, and any professional or regulatory obligations relevant to your business.

2. Services and Accounts

AI Apollo provides software and related capabilities intended to support private market fund operations, workflow coordination, oversight, and reporting. We may update, enhance, or discontinue features from time to time in the ordinary course of operating the Services.

• Account information must be accurate, current, and complete.
• You are responsible for maintaining the confidentiality of credentials and access methods.
• You must notify us promptly of suspected unauthorized access or security incidents affecting your account.
• You remain responsible for activity occurring under your account, except to the extent caused by AI Apollo.

You are responsible for ensuring that users you authorize comply with these Terms and for promptly removing access for personnel who should no longer have access to the Services.

3. Acceptable Use

You may use the Services only for legitimate business purposes and only in accordance with these Terms. You may not:

• Use the Services in violation of law, regulation, sanctions restrictions, or third-party rights.
• Upload malicious code or attempt to interfere with the security, integrity, or performance of the Services.
• Access or attempt to access data, systems, or accounts without authorization.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying models except where prohibited by law.
• Use automated means to scrape, harvest, or extract information from the Services except as expressly permitted in writing.
• Use the Services to create misleading, fraudulent, or unlawful outputs or to transmit content you do not have the right to use.

4. Customer Data, Feedback, and Intellectual Property

You retain ownership of the data, documents, and other materials you submit to the Services ("Customer Data"). You grant AI Apollo a limited, non-exclusive right to host, process, transmit, and use Customer Data solely as necessary to provide, secure, support, and improve the Services in accordance with applicable agreements and our Privacy Policy.

As between the parties, AI Apollo and its licensors retain all rights, title, and interest in the Services, including all software, models, interfaces, documentation, branding, and related intellectual property. Any feedback you provide may be used by AI Apollo without restriction or obligation, provided we do not identify you publicly without permission.

You represent and warrant that you have all rights, permissions, and legal bases necessary to submit Customer Data to the Services and to instruct AI Apollo to process it on your behalf.

5. Commercial Terms

Fees, billing terms, and subscription parameters are governed by your applicable order form, statement of work, or other commercial agreement with AI Apollo. Unless expressly stated otherwise in that agreement, fees are non-cancelable and non-refundable once incurred.

We may suspend access for non-payment, material breach, or where necessary to protect the Services, other customers, or AI Apollo from security, legal, or operational risk.

6. Confidentiality, Disclaimers, Liability, and Termination

Each party may receive non-public information from the other that should reasonably be understood to be confidential. Except as permitted by law or necessary to perform under these Terms, each party will protect the other party's confidential information using reasonable care and will not disclose it to third parties except to employees, contractors, and advisers with a need to know who are bound by appropriate confidentiality obligations.

Except as expressly provided in a separate written agreement, the Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, AI Apollo disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. The Services are tools for professional use and do not constitute investment, legal, tax, accounting, or regulatory advice.

To the fullest extent permitted by law, AI Apollo will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or data, even if advised of the possibility of such damages. AI Apollo's aggregate liability arising out of or relating to the Services will not exceed the amounts paid or payable by you to AI Apollo for the Services during the twelve months preceding the event giving rise to the claim.

You agree to defend, indemnify, and hold harmless AI Apollo and its officers, directors, employees, and agents from and against third-party claims, liabilities, damages, judgments, awards, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to your Customer Data, your misuse of the Services, or your violation of these Terms or applicable law.

We may suspend or terminate your access if you materially breach these Terms, if required by law, or if continued access would create a security or compliance risk. Upon termination, your right to use the Services will cease, though provisions that by their nature should survive will remain in effect.

7. Additional U.S.-Focused Terms

By using the Services, you consent to receive communications from AI Apollo electronically, including operational, legal, and transactional notices. You agree that electronic notices satisfy any legal requirement that communications be in writing, to the extent permitted by applicable law.

You may not use, export, re-export, release, or transfer the Services or any related software or technical data except in compliance with applicable U.S. export control, sanctions, and import laws and regulations. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. embargoes, and that you are not a prohibited or restricted party under applicable law.

If you believe content on the Services infringes your copyright, you may contact AI Apollo at legal@aiapollo.ai with sufficient detail for us to review the claim, including identification of the allegedly infringed work and the material claimed to be infringing.

8. Governing Law and Updates

These Terms are governed by the laws of the State of New York, without regard to conflict of law principles. Unless otherwise required by applicable law or a separate written agreement, disputes arising out of or relating to these Terms will be brought in the state or federal courts located in New York, New York, and each party submits to the jurisdiction of those courts.

We may update these Terms from time to time. When changes are material, we will update the effective date above and may provide additional notice. Continued use of the Services after updated Terms become effective constitutes acceptance of the revised Terms.