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Terms and Conditions
These Terms and Conditions (the “Terms”) govern the use of the Services and are effective as of the date
specified in the applicable Order Form, or if no date is specified, the date Customer first accesses the Services
(as defined below) (the “Effective Date”). These Terms are incorporated into and form part of the Master
Services Agreement (collectively, the “Agreement”) when referenced by or attached to a mutually executed
order form or online registration page (each, an “Order Form”), between Quantbase Investments, Inc., a
Delaware corporation (“Hadrius”) and the customer entering the applicable Order Form (“Customer”).
By agreeing to these Terms, you represent and warrant that you are at least 18 years of age and have not
previously been suspended or removed from the Services. If Customer is an entity, organization, or company,
the individual accepting these Terms represents and warrants that they have full corporate power and
authority to bind Customer to this Agreement.
1. SERVICES AND SUPPORT
1.1. Access. Subject to Customer’s compliance with this Agreement, Hadrius grants Customer a limited,
nonexclusive, nontransferable, and non-sublicensable right to access and use the products and
services specified in an applicable Order Form (collectively, “Services”). The Services may only be
used for Customer’s internal personal purposes during the Term and in accordance with any
restrictions set forth in the applicable Order Form.
1.2. Support. Hadrius will provide Customer with commercially reasonable technical support, responding
to inquiries within a reasonable timeframe consistent with Hadrius’s standard support practices and
procedures, or as further specified in the applicable Order Form. Customer may contact Hadrius for
support through the channels provided by Hadrius. Hadrius may temporarily suspend or limit
Customer’s access to the Services for scheduled maintenance, emergency maintenance, or to
address security, performance, or compliance issues.
1.3. Third-Party Services. Where Customer integrates the Services with third-party services (including
APIs, data feeds, communication platforms, or financial data providers, collectively “Third-Party
Services”), Customer: (i) represents that it has and will maintain all necessary rights and consents for
such Third-Party Services; (ii) shall grant only minimum required permissions and promptly revoke
unnecessary access; (iii) is solely responsible for credentials, security configurations, and ensuring
no unlawful or unauthorized data exists; (iv) acknowledges Hadrius may process data from such Third-
Party Services to provide the Services; and (v) agrees Hadrius may suspend Third-Party Services that
pose security, performance, or compliance risks. Third-party integrations are provided as a
convenience; Hadrius does not guarantee their continued availability or functionality, and third-party
platforms may modify or discontinue API access at any time. Hadrius is not liable for service
degradation, data gaps, or decisions made based on data obtained through third-party integrations.
1.4. Documentation. Hadrius makes user guides, manuals, instructions, and other technical materials for
certain Services available via published (collectively, the “Documentation”). Customer must use the
Services in accordance with the Documentation, as it may be updated from time to time.
1.5. Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit
any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise
attempt to discover the source code, object code, or underlying models, structure, ideas, or
algorithms of the software underlying the Services (except to the extent applicable laws specifically
prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services; (iii)
copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services;
(iv) use the Services for the benefit of a third party; (v) remove or otherwise alter any proprietary notices
or labels from the Services or any portion thereof; (vi) use the Services to build an application or
product that is competitive with any Hadrius product or service; (vii) interfere or attempt to interfere
with the proper working of the Services or any activities conducted on the Services; (viii) bypass any
Master Services Agreement Terms and Conditions (Page 1 of 7)
measures Hadrius may use to prevent or restrict access to the Services (or other accounts, computer
systems or networks connected to the Services); or (ix) “crawl,” “scrape,” or “spider” any page,
data, or portion of or relating to the Services, whether through use of manual or automated means.
2. CUSTOMER RESPONSIBILITIES
2.1. Cooperation. Customer agrees to reasonably cooperate with Hadrius by providing timely access to
necessary resources, information, and personnel required for the successful implementation,
integration, and ongoing use of the Services. Hadrius shall not be responsible for any delay caused by
Customer’s failure to perform the foregoing.
2.2. Configuration Responsibility. Customer shall configure surveillance rules, alert thresholds, restricted
securities lists, and retention periods in accordance with Customer’s regulatory requirements.
Hadrius provides implementation assistance but does not warrant that any particular configuration
satisfies Customer’s regulatory obligations.
2.3. Data Access. Customer is solely responsible for its organization maintaining secure credentials and
proper access permissions for the Services. Hadrius is not responsible for any data loss, corruption,
or unauthorized access resulting from Customer’s configuration or credential management.
2.4. Customer Systems. To ensure successful integration of the Services with Customer’s technology
stack, including email systems (Gmail, Microsoft Exchange), communication platforms (Slack,
WhatsApp, LinkedIn, Telegram), and financial data providers (Plaid) (collectively, “Customer
Systems”), Customer will be responsible for: (i) establishing appropriate authentication,
authorization, and access controls to its Customer Systems to maintain security; (ii) implementing
suitable approval workflows and review processes for compliance activities; (iii) maintaining
appropriate access controls and user permissions according to Customer’s compliance policies; (iv)
implementing backup procedures and recovery plans consistent with Customer’s business continuity
and regulatory requirements; and (v) monitoring Services activities within Customer Systems and
maintaining audit logs as required by applicable regulations.
2.5. Compliance with Laws. Customer shall comply with all applicable laws and regulations in connection
with its use of the Services, including, without limitation, obtaining all necessary consents from any
individual whose personal information or data is collected, processed, or otherwise used by
Customer through the Services.
3. FEES AND PAYMENT TERMS
3.1. Fees; Payment. Customer shall pay Hadrius the applicable fees as set forth in each Order Form (the
“Fees”). Unless otherwise specified in the applicable Order Form, payments will be due within 30 days
of invoice. Except as otherwise provided in this Agreement, all Fees paid are non-refundable and are
not subject to set-off.
3.2. Past Due Invoices. Past due invoices are subject to interest on any outstanding balance of the lesser
of 1.5% per month or the maximum amount permitted by law. Customer shall also reimburse Hadrius
for all reasonable costs incurred by Hadrius in the collection of past due amounts, including attorneys’
fees and collection agency fees.
3.3. Taxes. Customer shall be responsible for all taxes associated with the Services (excluding taxes based
on Hadrius’s net income). Should Hadrius pay any such taxes on behalf of Customer, Customer
agrees to reimburse Hadrius for such payments, unless Customer provides Hadrius with a valid tax
exemption certificate authorized by the appropriate taxing authority.
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3.4. Inspection. Customer shall maintain accurate records of its use of the Services, including user
counts, module usage, and other information relevant to payment obligations under this Agreement.
Upon reasonable notice, Hadrius may audit such records not more than once per twelve-month
period to verify compliance with this Agreement, including payment obligations and applicable usage
limits. If any audit reveals underpayment, Customer shall promptly pay the amounts owed plus
interest at 1% per month from the date such amounts were due. If an audit reveals underpayment
exceeding 5%, Customer shall reimburse for reasonable audit costs.
4. DATA AND INTELLECTUAL PROPERTY
4.1. Customer Inputs. To the extent permitted by applicable law, Customer retains all ownership rights,
title, and interest in the inputs that Customer submits to or processes via the Services (“ Inputs”),
which include any content, data, prompts, instructions, or other information Customer provides to
the Services. Customer represents and warrants that it has all necessary rights, licenses, and
permissions to provide Inputs to the Services.
4.2. Customer Outputs. Subject to Customer’s compliance with this Agreement, Hadrius assigns to
Customer all right, title, and interest (if any) in outputs generated specifically for Customer through
the Services (“Outputs”), which may include any Customer-specific responses, content, results, or
other materials generated by the Services based on Inputs.
4.3. Customer Materials. Hadrius will use Customer’s Inputs and Outputs solely to provide the Services,
comply with applicable law, enforce the terms of this Agreement, and prevent abuse. Notwithstanding
the foregoing, Hadrius shall not use, aggregate, anonymize, or otherwise process any Inputs or
Outputs derived from Customer’s communications data for AI model training.
4.4. Usage Data. Hadrius may collect, use, and disclose data relating to Customer’s use of the Services,
including usage patterns, performance metrics, and technical logs (“Usage Data”), for purposes of:
(a) operating, maintaining, and improving the Services; (b) developing new products and features; (c)
generating aggregated benchmarks and analytics; and (d) ensuring security and preventing fraud.
Hadrius will not disclose Usage Data except in aggregated/anonymized form that cannot identify
Customer or any individual associated with Customer.
4.5. Hadrius Platform. As between the parties, Hadrius retains all rights, title, and interest (including all
intellectual property rights) in and to the Services, the underlying software, and all upgrades and
modifications thereto. Customer may (but is not obligated to) provide feedback regarding the
Services, and Hadrius may freely use such feedback. No rights or licenses are granted by implication
or otherwise, except those explicitly provided in this Agreement.
4.6. Google Workspace API Data. The use of raw or derived user data received from Workspace APIs will
adhere to the Google User Data Policy, including the Limited Use requirements.
5. CONFIDENTIALITY
5.1. Proprietary Information. Each party (the “Receiving Party”) understands that the other party (the
“Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s
technology or business (“Proprietary Information” of the Disclosing Party). The Receiving Party
agrees: (i) not to divulge to any third person any such Proprietary Information; (ii) to give access to such
Proprietary Information solely to those employees with a need to have access for purposes of this
Agreement; and (iii) to take the same security precautions to protect against disclosure or
unauthorized use of such Proprietary Information that the party takes with its own proprietary
information, but in no event will a party apply less than reasonable precautions to protect such
Proprietary Information.
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5.2. Exclusions. The Disclosing Party agrees that the foregoing will not apply with respect to any
information that the Receiving Party can document: (a) is or becomes generally available to the public
without any action by, or involvement of, the Receiving Party; (b) was in its possession or known by it
without restriction prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without
restriction by a third party; or (d) was independently developed without use of any Proprietary
Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from
disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that
the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest
such order.
5.3. Deletion. Promptly after the expiration or termination of this Agreement, the Receiving Party shall
delete all Proprietary Information of the Disclosing Party, subject to all applicable laws, regulations,
and governmental or legally mandated record-keeping requirements.
5.4. Personal Data. To the extent Customer provides personal data (as defined by applicable privacy law)
through the Services, Hadrius will process such personal data in accordance with its then-current
form of Data Processing Agreement, which is available upon request and incorporated by reference.
5.5. Security Incident Notification. For Security Incidents involving data subject to Regulation S-P, Hadrius
shall notify Customer within seventy-two hours of confirmation, provide written details of the incident
scope, and cooperate with Customer’s regulatory notification obligations. Hadrius shall preserve
forensic evidence and provide incident reports suitable for regulatory examination.
6. TERM AND TERMINATION
6.1. Subscription Commencement. For deployments requiring professional services, the Subscription
Term commences on the earlier of production access, completion of implementation milestones, or
sixty days following the Effective Date. Hadrius is not liable for delays resulting from Customer’s
failure to provide required resources, data, or personnel.
6.2. Term. This Agreement starts on the effective date of the first Order Form and continues until the last
active Order Term expires or terminates (the “Term”), unless terminated earlier as set forth in this
Agreement. Each Order Form has an initial period stated in that form (the “Initial Term”) and
automatically renews for successive 12-month periods (“Renewal Terms,” together with the Initial
Term, the “Order Term”), unless either party gives notice of non-renewal at least 30 days before the
expiration of the then-current Order Term.
6.3. Fee Updates. Hadrius may increase the Fees for any Renewal Term by providing Customer notice
(email acceptable) at least 30 days prior to the end of the then-current Order Term.
6.4. Termination for Breach. Either party may terminate this Agreement for the other party’s material
breach that remains uncured 30 days after the terminating party provides the breaching party notice
of such breach. Without limiting the foregoing, Hadrius may suspend Customer’s access to the
Services if Customer’s account is past due.
6.5. Termination for Insolvency. Either party may terminate this Agreement immediately upon written
notice if the other party: (i) becomes insolvent or admits inability to pay its debts; (ii) makes an
assignment for the benefit of creditors; (iii) becomes subject to any bankruptcy, reorganization,
liquidation, or insolvency proceeding; or (iv) has a receiver, trustee, or similar officer appointed for
its business or assets.
6.6. Survival. All provisions of this Agreement that by their nature should survive termination shall survive
termination, including without limitation accrued payment obligations, ownership provisions,
warranty disclaimers, indemnity and limitations of liability.
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7. INDEMNIFICATION
7.1. Indemnity. Each party (the “Indemnitor”) shall defend, indemnify, and hold harmless the other party,
its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and
representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or
payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from
or relate to any claim that: (i) in the case of Hadrius as Indemnitor, the underlying software of the
Services infringes, violates, or misappropriates any third party intellectual property or proprietary
right; (ii) in the case of Customer as Indemnitor, Customer’s use of the Services or relating to
infringement or misappropriation of any third party right by the Inputs.
7.2. Exclusions. The foregoing obligations of Hadrius do not apply with respect to the Services or its
underlying software or any information, technology, materials or data (or any portions or components
of the foregoing) to the extent: (i) not created by Hadrius (including the Inputs and its underlying data
and content); (ii) made in whole or in part in accordance with Customer specifications; (iii) modified
after delivery by Hadrius; (iv) combined with other products, processes or materials not provided by
Hadrius; (v) where Customer continues allegedly infringing activity after being notified thereof; or (vi)
Customer’s use of the Services is not in accordance with this Agreement.
7.3. Procedures. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the
Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure
to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is
materially prejudiced by such failure); (ii) the option to assume sole control over the defense and
settlement of any claim (provided that the Indemnitee may participate in such defense and settlement
at its own expense); and (iii) reasonable information and assistance in connection with such defense
and settlement (at the Indemnitor’s expense).
8. WARRANTIES AND DISCLAIMERS
8.1. Warranties. Hadrius represents and warrants: (i) it has the authority to enter into this Agreement; (ii)
the Services shall be provided in a professional and workmanlike manner by qualified personnel; and
(iii) it will use commercially reasonable industry standard methods designed to ensure the Services
do not include any computer code or other instructions, devices or techniques, including without
limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to
disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of
a network, computer program or computer system or any component thereof.
8.2. Regulatory Compliance Responsibility. The Service is designed to assist with SEC and FINRA
compliance processes but does not guarantee regulatory compliance. Customer remains solely
responsible for all compliance obligations, regulatory filings, and supervisory decisions. Hadrius is
not liable for any regulatory enforcement actions, fines, or sanctions imposed on Customer or its
personnel.
8.3. AI and Compliance Tools Disclaimer. Customer acknowledges that Services utilize artificial
intelligence which is inherently not error-free. AI-generated compliance outputs, automated
approvals, and recommendations are provided for informational purposes only and do not constitute
legal, regulatory, or professional compliance advice. Hadrius makes no warranties regarding
accuracy, completeness, or reliability of AI-generated outputs. Customer must independently verify
all AI-generated outputs before relying upon them and assumes sole responsibility for decisions
based on such outputs. Hadrius disclaims liability for regulatory penalties arising from reliance on
automated outputs without independent review by qualified compliance personnel.
8.4. General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE
PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
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IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-
INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY
WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF
DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
9. LIMITATION OF LIABILITY
9.1. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY,
NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE
LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR
EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT FOR: (I) ANY
LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR
SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND
WHATSOEVER (HOWEVER ARISING); OR (II) ANY LIABILITY IN THE AGGREGATE IN EXCESS OF THE
FEES PAID (OR PAYABLE) BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRIOR TO THE EVENT
GIVING RISE TO A CLAIM HEREUNDER.
10. NOTICES
10.1. All notices under this Agreement will be in writing and sent: (a) for notices to Hadrius at 180 Maiden
Lane, New York, NY 10038, Attn: Legal Department; and (b) for notices to Customer, to the address or
email address set forth in the applicable Order Form, or in each case, at such other address as may
be given in writing by either party to the other in accordance with this Section. Notices will be deemed
to have been duly given when received, if personally delivered; when receipt is electronically
confirmed, if transmitted by e-mail; and upon receipt, if sent by certified or registered mail (return
receipt requested), postage prepaid.
11. MISCELLANEOUS
11.1. Publicity. Customer agrees that Hadrius may use and display Customer’s name and logo on Hadrius’s
website and promotional materials to identify Customer as a user of the Services, subject to
Customer’s trademark guidelines.
11.2. Regulatory Examination Cooperation. Hadrius shall reasonably cooperate with Customer’s regulatory
examinations by providing documentation and making personnel available. Customer shall reimburse
Hadrius’s reasonable out-of-pocket costs for cooperation exceeding eight hours per calendar year.
11.3. Export Controls. Customer shall comply with all applicable export control and sanctions laws.
Customer will not use the Services, or permit access, from embargoed countries or by denied or
restricted parties, and will not submit export-controlled data without Hadrius’s prior written
consent.
11.4. Governing Law; Arbitration. The Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, excluding its conflicts of law rules. Any dispute between the parties
related to the subject matter of this Agreement will be resolved by binding arbitration in the English
language in New York, New York under the rules of AAA. Judgment upon the award so rendered may
be entered in a court having jurisdiction, or application may be made to such court for judicial
acceptance of any award and an order of enforcement. Notwithstanding the foregoing, each party
shall have the right at any time to institute an action in any court of proper jurisdiction for injunctive or
other equitable relief. In any action or proceeding to enforce rights under this Agreement, the
prevailing party shall be entitled to recover costs and attorneys’ fees.
11.5. Entire Agreement. This Agreement constitutes the entire agreement between Customer and Hadrius
regarding its subject matter and supersedes all prior or contemporaneous agreements or
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communications, whether oral, written, or electronic. In the event of a conflict between an Order Form
and the Terms, the conflicting provisions of the Terms shall prevail.
11.6. Amendment; Waiver. Except as otherwise provided herein, no modification or amendment of any
provision of this Agreement shall be effective unless agreed by both parties in writing. No waiver of any
provision of this Agreement shall be effective unless in writing and signed by the waiving party.
11.7. Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform
its obligations under this Agreement to the extent caused by circumstances beyond its reasonable
control. Such circumstances include fire, flood, severe weather, earthquakes, power failures, denial-
of-service attacks, acts of God, war, terrorism, riots, civil disturbances, strikes, labor disruptions,
pandemics, epidemics, governmental actions, or disruptions of third-party services or
infrastructure.
11.8. Severability. If any provision of this Agreement is held to be unenforceable or invalid, that provision
shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise
remain in full effect and enforceable.
11.9. Assignment. Customer may not assign any of its rights or obligations under this Agreement without
Hadrius’s consent. Hadrius may freely transfer or assign this Agreement. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective permitted
successors and assigns.
11.10. No Agency. Nothing in this Agreement shall be construed as creating a joint venture, partnership, or
agency relationship between the parties. Neither party has the authority to bind the other or incur
obligations on its behalf.
11.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same instrument. Electronic signatures
shall be deemed original signatures for all purposes.
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Master Services Agreement Terms and Conditions (Page 7 of 7)