Terms and Conditions

Acceptance of Terms and Eligibility Requirements

1.1 Binding Agreement

By accessing, browsing, registering with, subscribing to, or otherwise using the Polylight Capital platform, website, application programming interfaces, data feeds, software tools, analytical outputs, or any associated services (collectively, the "Platform"), you ("User," "you," or "your") acknowledge that you have read, understood, and agree to be legally bound by these Terms and Conditions, together with our Privacy Policy (incorporated herein by reference), and any additional guidelines, policies, supplemental terms, or notices posted on the Platform (collectively, this "Agreement").

1.2 Acceptance by Conduct

Your continued use of the Platform following any update or modification to this Agreement constitutes your binding acceptance of such changes. If you do not agree with any portion of this Agreement, you must immediately discontinue all access and use of the Platform and, where applicable, cancel any active subscriptions or accounts.

1.3 Eligibility — Age and Legal Capacity

You must be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction of residence (whichever is greater), to access or use the Platform. By using the Platform, you represent and warrant that you meet this age requirement and possess the legal capacity to enter into a binding contract under applicable law.

1.4 Eligibility — Geographic and Regulatory Restrictions

The Platform is operated from and directed to users located in the United States. Polylight Capital makes no representation that the Platform, its content, or its services are appropriate, lawful, or available for use in all jurisdictions. Users who access the Platform from outside the United States do so on their own initiative and are solely responsible for compliance with all applicable local laws, regulations, licensing requirements, and restrictions.

1.5 Eligibility — Institutional and Accredited Status

Certain features, data outputs, analytical services, or subscription tiers offered through the Platform may be available only to institutional clients, accredited investors (as defined under applicable U.S. securities laws), qualified eligible persons, or sophisticated users as designated by Polylight Capital in its sole discretion. Polylight Capital reserves the right to require documentation verifying your eligibility status as a condition of access to any restricted feature or service tier.

1.6 Entity Representations

If you are accessing the Platform on behalf of a company, corporation, limited liability company, partnership, governmental entity, or other organization, you represent and warrant that you have full authority to bind such entity to this Agreement and that your acceptance constitutes the legal act of that entity. In such case, "you" and "your" shall refer to both the individual user and the entity on whose behalf you act.

1.7 Sanctions and Restricted Persons

You represent and warrant that neither you, nor any entity on whose behalf you act, nor any beneficial owner of such entity, is designated on any list of sanctioned individuals or entities maintained by OFAC, the U.S. Department of State, the UN Security Council, or any applicable governmental authority; located in or organized under the laws of a comprehensively embargoed country or territory; or otherwise restricted from receiving services under applicable export control, anti-money laundering, or sanctions laws. Polylight Capital may immediately terminate your access if it has reason to believe any such representation is or becomes false.

Definitions

As used throughout this Agreement, the following capitalized terms shall have the meanings set forth below:

"Algorithmic Output"

Any data, signal, prediction, forecast, probability estimate, score, ranking, indicator, model output, simulation result, or analytical artifact generated in whole or in part by Polylight Capital's proprietary algorithmic systems, machine learning models, or computational infrastructure.

"AI System"

Any artificial intelligence, machine learning, deep learning, large language model, neural network, statistical inference engine, natural language processing system, or autonomous computational system used by Polylight Capital in connection with the Platform, whether developed internally, licensed from third parties, or operated through API integrations.

"Company," "we," "us," or "our"

Polylight Capital, a California limited liability company headquartered in Pasadena, California, and its successors, assigns, officers, members, managers, employees, contractors, and agents.

"Content"

All text, graphics, user interfaces, visual interfaces, images, data, software, code, audio, video, documents, reports, analytics, forecasts, signals, algorithms, trade logic, model architectures, API specifications, and all other materials and information available through or generated by the Platform.

"Feedback"

Any suggestions, comments, ideas, bug reports, feature requests, performance data, or other feedback you voluntarily provide to Polylight Capital regarding the Platform or its services.

"Intellectual Property Rights"

All patents, patent applications, utility models, copyrights, trademarks, service marks, trade secrets, trade dress, moral rights, rights of publicity, domain names, database rights, and all other intellectual property and proprietary rights, whether registered or unregistered, throughout the world.

"Platform"

The Polylight Capital website, web application, mobile interfaces, APIs, data products, subscription services, analytical tools, reporting dashboards, AI-generated outputs, and all related software and infrastructure operated by or on behalf of Polylight Capital.

"Proprietary Data"

Any data, database, dataset, aggregated information, derived data, model weights, training data, feature sets, analytical schema, or proprietary information owned or licensed by Polylight Capital, including without limitation any quantitative signals, predictive models, or market intelligence derived from Polylight Capital's operations.

"Subscription"

Any paid or unpaid access tier, license, plan, service package, or arrangement by which a User is granted permission to access specific features, data, or services on the Platform beyond basic public access.

"User Data"

Information submitted to, uploaded to, or generated by a User's interaction with the Platform, including account credentials, behavioral data, usage logs, and any content a User provides through the Platform's interfaces.

Scope of Services

3.1 Platform Description

Polylight Capital operates an AI-powered fintech and quantitative analytics platform that provides Users with access to proprietary algorithmic outputs, predictive analytics, market intelligence tools, quantitative research infrastructure, and related data services. The specific features, services, data outputs, and analytical capabilities available to any given User depend on the User's applicable Subscription tier, geographic location, and eligibility status as determined by the Company in its sole discretion.

3.2 Nature of Services

The services provided through the Platform are strictly informational, analytical, and technological in nature. The Platform provides computational outputs, quantitative analytics, and data products derived from proprietary models and AI Systems. Polylight Capital does not provide investment advice, financial advice, tax advice, legal advice, or any other form of professional advisory services. Nothing on the Platform constitutes a recommendation to buy, sell, hold, or otherwise transact in any financial instrument, security, commodity, digital asset, derivative, or any other investment product.

3.3 Service Availability

Polylight Capital does not guarantee continuous, uninterrupted, or error-free access to the Platform. The Platform may be temporarily unavailable due to scheduled maintenance, infrastructure upgrades, third-party service disruptions, force majeure events, or other causes within or beyond Polylight Capital's control. Polylight Capital reserves the right to modify, suspend, or discontinue any aspect of the Platform at any time without notice or liability.

3.4 Subscription Terms

The specific terms governing paid Subscriptions, including pricing, billing cycles, refund eligibility, renewal terms, and cancellation procedures, are set forth in the applicable Subscription agreement or order documentation presented at the time of purchase, which are incorporated by reference into this Agreement. Polylight Capital reserves the right to modify Subscription pricing and terms upon notice in accordance with Section 22 of this Agreement.

3.5 Platform Evolution

Polylight Capital operates at the forefront of applied artificial intelligence, quantitative finance, and predictive analytics. The Platform is subject to continuous development, model retraining, architecture changes, feature additions, and capability expansions. Polylight Capital makes no representation that any specific feature, model version, data output, or service configuration will remain available or unchanged for any period of time.

Platform Access and Limitations

4.1 License Grant

Subject to your full compliance with all terms of this Agreement, Polylight Capital grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal, personal, or internal business purposes, as applicable to your Subscription tier. This license does not include any right to: (a) resell, redistribute, or provide access to the Platform to third parties; (b) modify, copy, adapt, translate, disassemble, decompile, or reverse engineer any portion of the Platform; (c) create derivative works based on the Platform; (d) publicly display, broadcast, or commercially exploit Platform Content; (e) use the Platform in any manner that exceeds the scope of your Subscription; or (f) access the Platform through automated means except through officially documented API interfaces authorized by Polylight Capital.

4.2 Account Registration

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to: (a) provide accurate, complete, and current information during registration and to promptly update such information as necessary; (b) immediately notify Polylight Capital of any unauthorized access or suspected security breach; (c) not share your account credentials with any third party; (d) not create multiple accounts for the purpose of circumventing access restrictions or use limits; and (e) use a strong and unique password for your account.

4.3 Access Rate Limits and Technical Controls

Polylight Capital may impose technical access controls, rate limits, request throttling, geographic access restrictions, and authentication requirements at any time in its sole discretion. Circumventing, bypassing, or attempting to defeat any such technical controls is strictly prohibited and constitutes a material breach of this Agreement.

4.4 API Access

If Polylight Capital provides API access as part of a Subscription, such access is governed by these Terms together with any applicable API-specific documentation, developer terms, or rate limit policies published by Polylight Capital. API keys are personal to the registered user or organization and may not be shared, sold, transferred, or embedded in publicly accessible applications without Polylight Capital's express written consent.

4.5 Reservation of Rights

All rights not expressly granted in this Agreement are reserved by Polylight Capital. No license, right, or interest in any Intellectual Property Rights of Polylight Capital is conveyed or implied by this Agreement beyond the limited license expressly stated herein.

AI-Generated Outputs Disclaimer

5.1 Limitations of AI Systems

The Platform's analytics, predictions, forecasts, probability estimates, scores, signals, and other outputs are generated in whole or in part by artificial intelligence systems, machine learning models, and statistical algorithms. These systems are inherently subject to limitations including: (a) model error, bias, overfitting, and underfitting; (b) training data limitations, gaps, staleness, or inaccuracies; (c) inability to account for unprecedented events, structural market breaks, or regime changes; (d) sensitivity to data quality, feature engineering choices, and model architecture decisions; (e) hallucination or confident generation of inaccurate outputs by large language model components; and (f) performance degradation over time as market conditions evolve.

5.2 No Representation of Future Performance

Historical model performance, backtested results, simulated performance, or prior Algorithmic Output accuracy do not represent or predict future performance. Model performance metrics — including precision, recall, accuracy, return statistics, and win rates — are provided for informational purposes only and are subject to survivorship bias, look-ahead bias, data mining bias, and other statistical limitations inherent in retrospective performance measurement.

5.3 AI Model Transparency Limitations

Certain AI Systems employed by Polylight Capital may operate as partially or entirely opaque systems whose internal decision logic, feature weights, and inference pathways are not fully interpretable by human analysts. Polylight Capital does not guarantee the ability to explain, audit, or reproduce any specific Algorithmic Output.

5.4 Continuous Model Evolution

AI Systems and quantitative models are retrained, updated, recalibrated, deprecated, and replaced as part of Polylight Capital's normal development operations. Prior Algorithmic Outputs may not be reproducible after model updates.

Financial and Investment Risk Disclosures

6.1 Risk of Financial Loss

Any use of Platform Content or Algorithmic Outputs in connection with financial transactions, investment decisions, trading activities, or capital allocation may result in substantial financial loss, including the complete loss of invested capital. Past performance of any model, strategy, or signal is not indicative of future results.

6.2 Not Registered as Investment Adviser

Polylight Capital is not registered as an investment adviser, broker-dealer, commodity trading adviser, commodity pool operator, futures commission merchant, money services business, or any other type of regulated financial services provider under applicable federal or state law. Nothing on the Platform constitutes investment advice, and the Company does not manage investment accounts or portfolios on behalf of Users.

6.3 Regulatory Compliance Responsibility

Users are solely responsible for ensuring that their use of Platform outputs and analytics complies with all applicable securities laws, commodity laws, banking regulations, financial regulatory requirements, and self-regulatory organization rules applicable to them.

6.4 No SIPC or FDIC Coverage

Polylight Capital is not a broker-dealer and does not hold or custody user funds or assets. No amounts paid to Polylight Capital for Subscriptions or services are protected by SIPC, FDIC, or any similar governmental deposit insurance or investor protection program.

No Advisory Relationship

7.1 No Investment Adviser Relationship

Your use of the Platform does not create, and nothing in this Agreement or on the Platform shall be construed to create, any investment advisory, brokerage, agency, fiduciary, attorney-client, accountant-client, or other professional services relationship between you and Polylight Capital. Polylight Capital does not owe you any fiduciary duty.

7.2 Independent Professional Advice

Before making any financial, investment, tax, or legal decision based on any information, analysis, or output from the Platform, you should consult with qualified, licensed professionals — including a registered investment adviser, licensed securities broker, certified public accountant, tax attorney, and/or financial planner — who can evaluate your specific circumstances.

7.3 No Personalized Recommendations

Algorithmic Outputs and analytics generated by the Platform are produced by automated systems and are not tailored to any individual User's financial situation, investment objectives, risk profile, tax circumstances, or any other personal characteristics. Any Algorithmic Output that may appear directional, predictive, or recommendatory is generated solely through automated quantitative processes and does not constitute personalized investment advice.

No Guarantee of Outcomes

8.1 No Guarantee of Prediction Accuracy

POLYLIGHT CAPITAL EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, PRECISION, COMPLETENESS, TIMELINESS, RELIABILITY, PERFORMANCE, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY ALGORITHMIC OUTPUT, PREDICTION, FORECAST, PROBABILITY ESTIMATE, SIMULATION, ANALYTICAL OUTPUT, OR OTHER CONTENT GENERATED BY OR AVAILABLE THROUGH THE PLATFORM.

8.2 Probabilistic Nature of Outputs

All predictions, probability estimates, and forecasts generated by the Platform are inherently probabilistic. A predicted probability of any outcome does not guarantee that such outcome will occur. Polylight Capital does not warrant that any specific Algorithmic Output will correspond to any actual market outcome, event result, or financial performance.

8.3 Model Degradation and Data Quality

The accuracy of Algorithmic Outputs may degrade over time, in changed market conditions, following significant external events, or as a result of data quality issues outside of Polylight Capital's control.

Market Volatility and External Risk Disclosures

9.1 Market Risk

Financial markets are subject to extreme volatility, sudden price movements, liquidity crises, regulatory changes, geopolitical disruptions, technological failures, and other conditions that may render quantitative models, predictive analytics, and Algorithmic Outputs inaccurate, misleading, or inapplicable. No quantitative model, however sophisticated, can fully account for all possible market conditions or guarantee protection against adverse outcomes.

9.2 Black Swan Events

Extraordinary and unforeseen events — including market crashes, pandemics, geopolitical conflicts, natural disasters, regulatory crises, or systemic financial failures — may severely impair model performance and render Algorithmic Outputs unreliable. Polylight Capital expressly disclaims any liability arising from the use of Platform outputs during periods of extreme market disruption.

9.3 Data Source Risk

The Platform's analytical capabilities depend in part on data sourced from third-party providers, exchanges, data aggregators, public records, and other external sources. Polylight Capital does not control the accuracy, completeness, timeliness, or availability of third-party data and expressly disclaims all liability arising from errors, omissions, delays, or inaccuracies in any third-party data source.

9.4 Prediction Market Specifics

To the extent the Platform provides analytics related to prediction markets, event-based contracts, or outcome-contingent financial instruments, Users acknowledge that such markets are subject to unique risks including extreme liquidity constraints, manipulation risk, counterparty risk, settlement disputes, and regulatory uncertainty.

User Assumption of Risk

10.1 Voluntary Access

You acknowledge that your access to and use of the Platform, and any reliance you place on any Content, Algorithmic Output, or other information obtained through the Platform, is entirely voluntary and at your own risk.

10.2 Assumption of All Financial Risk

You expressly assume all financial, economic, regulatory, reputational, and other risks associated with your use of the Platform, including without limitation: (a) losses resulting from reliance on Algorithmic Outputs; (b) losses resulting from errors, inaccuracies, or unavailability of Platform services; (c) losses resulting from unauthorized access to your account; (d) losses resulting from market conditions that render model outputs incorrect; and (e) any other loss or harm arising from your use of or inability to use the Platform.

10.3 Informed Consent

By using the Platform, you affirmatively represent that you are a sophisticated and informed User who understands the risks associated with algorithmic trading, quantitative analytics, AI-generated outputs, and financial markets generally; that you have independently assessed those risks; and that your use of the Platform is consistent with your financial situation, risk tolerance, and applicable regulatory obligations.

Limitation of Liability

11.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL POLYLIGHT CAPITAL, ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, DATA PROVIDERS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR: (A) LOST PROFITS, LOST REVENUE, OR LOST ANTICIPATED SAVINGS; (B) LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION; (C) TRADING LOSSES, INVESTMENT LOSSES, OR FINANCIAL PERFORMANCE SHORTFALLS; (D) COST OF SUBSTITUTE SERVICES; OR (E) ANY OTHER INTANGIBLE LOSSES — ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM, OR ANY CONTENT OR ALGORITHMIC OUTPUTS, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY.

11.2 Cap on Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POLYLIGHT CAPITAL'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL DIRECT DAMAGES SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO POLYLIGHT CAPITAL DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00 USD).

11.3 Essential Basis

The parties acknowledge and agree that the limitations of liability set forth in this Section 11 are a fundamental element of the basis of the bargain between Polylight Capital and you. Without these limitations, Polylight Capital would not be able to provide the Platform on commercially reasonable terms.

11.4 No Liability for Third-Party Data and Services

Polylight Capital shall not be liable for any loss, damage, or harm arising from errors, omissions, or inaccuracies in third-party data used by the Platform; disruptions in third-party APIs or data providers; or the acts or omissions of any third-party service provider.

Warranty Disclaimers

12.1 "As Is" Basis

THE PLATFORM, ALL CONTENT, ALL ALGORITHMIC OUTPUTS, ALL AI SYSTEMS, AND ALL SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

12.2 Specific Warranty Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POLYLIGHT CAPITAL HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING: (a) any implied warranty of merchantability; (b) any implied warranty of fitness for a particular purpose; (c) any warranty of non-infringement; (d) any warranty that Algorithmic Outputs, data, or analytics are accurate, complete, current, or error-free; (e) any warranty that the Platform is free from unauthorized access, data breaches, viruses, or harmful code; (f) any warranty that the Platform will operate without interruption or data loss; and (g) any warranty that the Platform's outputs satisfy any specific regulatory standard applicable to you.

12.3 No Oral Warranties

No employee, agent, representative, or affiliate of Polylight Capital is authorized to make any warranty on behalf of Polylight Capital that is not expressly stated in this Agreement.

Indemnification Obligations

13.1 User Indemnification

You agree to defend, indemnify, and hold harmless Polylight Capital and its officers, members, managers, employees, contractors, affiliates, licensors, data providers, and agents (collectively, "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, judgments, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of or access to the Platform; (b) your violation of any term of this Agreement; (c) your violation of any applicable law or third-party right; (d) any actual or alleged infringement of any third party's Intellectual Property Rights by you or through your account; (e) any User Data you submit to or generate through the Platform; (f) your breach of any representation or warranty made in this Agreement; or (g) any gross negligence or willful misconduct on your part.

13.2 Indemnification Procedures

Polylight Capital shall provide you with prompt written notice of any claim for which indemnification is sought. You shall have the right to control the defense and settlement of any indemnified claim, provided that: (a) Polylight Capital shall have the right to participate in any such defense with counsel of its own choosing at its own expense; and (b) you shall not settle any claim that imposes any obligation, restriction, or liability on any Indemnified Party without Polylight Capital's prior written consent.

Intellectual Property Ownership and Protections

14.1 Company Ownership

The Platform and all of its components, including all software, source code, object code, algorithms, quantitative models, AI Systems, model architectures, training data, feature sets, Algorithmic Outputs, Content, graphics, user interfaces, visual design, trademarks, service marks, logos, trade names, domain names, Proprietary Data, and documentation (collectively, "Company IP") are and shall remain the exclusive property of Polylight Capital and its licensors.

14.2 Trademark Rights

"Polylight Capital," the Polylight Capital logo, and all related marks, names, and product identifiers are trademarks or service marks of Polylight Capital. You may not use any of Polylight Capital's marks without prior written authorization. Unauthorized use of Company trademarks is prohibited and may constitute trademark infringement and unfair competition under applicable law.

14.3 Feedback

If you submit Feedback to Polylight Capital, you hereby grant Polylight Capital an irrevocable, perpetual, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publish, distribute, and otherwise exploit such Feedback for any purpose without restriction or compensation to you.

14.4 Algorithmic Output Ownership

All Algorithmic Outputs generated by Polylight Capital's AI Systems and quantitative models are and shall remain the exclusive property of Polylight Capital, regardless of whether such outputs are delivered to or accessed by a User. The delivery of Algorithmic Outputs to a User does not convey any ownership, license, or Intellectual Property Rights beyond the limited license in Section 4.1.

14.5 No Implied Licenses

Nothing in this Agreement shall be construed to grant any license or right to use any Company IP except as expressly stated herein. Any use of Company IP beyond the scope of the limited license in Section 4.1 requires separate written authorization from an authorized officer of Polylight Capital.

Prohibited Conduct and Use Restrictions

15.1 General Prohibited Activities

You agree that you will not, directly or indirectly, engage in any of the following activities in connection with your use of the Platform:

• Violating any applicable local, state, national, or international law or regulation;
• Transmitting, uploading, or distributing any content that is defamatory, obscene, fraudulent, deceptive, threatening, harassing, or illegal;
• Impersonating any person or entity, including Polylight Capital personnel;
• Using the Platform in any manner that could overload, disable, impair, or interfere with its proper functioning;
• Attempting to gain unauthorized access to any portion of the Platform, other user accounts, or connected systems;
• Introducing malware, viruses, trojans, spyware, worms, ransomware, or other malicious code;
• Using the Platform to facilitate market manipulation, wash trading, spoofing, layering, or any other fraudulent trading activity;
• Attempting to circumvent any security, authentication, access control, or content filtering measure;
• Engaging in any systematic, bulk, or automated data collection without express written authorization from Polylight Capital.

Anti-Scraping, Anti-Harvesting, and Anti-Extraction Provisions

16.1 Prohibition on Scraping and Data Harvesting

You expressly agree not to, without Polylight Capital's express prior written consent: (a) use any automated tool, script, spider, crawler, bot, scraper, extractor, or similar mechanism to access, collect, harvest, index, copy, download, or store any Content, Algorithmic Outputs, data, or information from the Platform; (b) access the Platform in any manner that places an unreasonable or disproportionate load on Polylight Capital's infrastructure; (c) systematically retrieve Content to create or populate any database, repository, data product, research paper, training dataset, or commercially exploitable collection; or (d) use any data mining or automated query mechanism against the Platform's APIs or backend systems except through authorized, documented API channels consistent with your Subscription.

16.2 Prohibition on Model Extraction and Inversion

You expressly agree not to: (a) use any technique designed to extract, reconstruct, approximate, replicate, or derive Polylight Capital's proprietary model architectures, model weights, feature engineering methodologies, training procedures, or Algorithmic Output generation logic; (b) use systematic queries, adversarial probing, or statistical inference to reverse-engineer any component of Polylight Capital's AI Systems or quantitative models; (c) use the Platform to train, fine-tune, or evaluate any competing machine learning or AI model; or (d) provide Algorithmic Outputs to any third party for the purpose of building or improving any model that competes with Polylight Capital's services.

16.3 Prohibition on Reverse Engineering

You agree not to decompile, disassemble, reverse engineer, or attempt to derive the source code, architecture, or underlying logic of any software, algorithm, or AI System comprising the Platform; modify or create derivative works based on any Platform software; or circumvent any technological protection measures.

16.4 Injunctive Relief for IP Violations

You acknowledge that violations of this Section 16 would cause irreparable harm to Polylight Capital for which monetary damages would be an inadequate remedy, and that Polylight Capital shall be entitled to seek immediate injunctive and other equitable relief in any court of competent jurisdiction — without posting bond and without prejudice to any other rights or remedies Polylight Capital may have at law or in equity.

Competitive Use Restrictions

17.1 No Competitive Exploitation

You expressly agree not to use the Platform, any Algorithmic Outputs, any Content, or any derivative work therefrom: (a) to build, train, test, validate, or improve any competing AI analytics platform, quantitative finance product, predictive analytics service, or algorithmic trading infrastructure; (b) to compete, directly or indirectly, with Polylight Capital in any market or line of business in which Polylight Capital operates; (c) to provide consulting, advisory, or analytical services to third parties using Algorithmic Outputs as a primary input; or (d) to create or market any product, report, publication, or service that incorporates, is derived from, or is designed to replicate the analytical capabilities of the Platform.

17.2 Competitive Access Prohibition

You may not access the Platform if you are employed by, a contractor of, or affiliated with a direct or indirect competitor of Polylight Capital, unless you have obtained Polylight Capital's express prior written consent.

17.3 Benchmark and Evaluation Restrictions

You may not publish, distribute, or disclose benchmark tests, performance comparisons, or capability evaluations of the Platform or any of its Algorithmic Outputs without Polylight Capital's express prior written consent.

Confidentiality

18.1 Confidential Information

"Confidential Information" means any non-public information disclosed by Polylight Capital to you in connection with the Platform, including Algorithmic Outputs, model performance data, quantitative signals, API keys, technical documentation, system architecture information, non-public financial data, business plans, product roadmaps, pricing strategies, and any information marked as confidential or that a reasonable person would understand to be confidential.

18.2 Confidentiality Obligations

You agree to: (a) hold all Confidential Information in strict confidence; (b) not disclose any Confidential Information to any third party without Polylight Capital's express prior written consent; (c) use Confidential Information solely for the purpose of exercising your rights under your Subscription; (d) apply at least reasonable care to protect Confidential Information; and (e) promptly notify Polylight Capital upon discovering any unauthorized disclosure or use of Confidential Information.

18.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no act or omission of yours; (b) was rightfully in your possession prior to disclosure by Polylight Capital; (c) is independently developed by you without use of or reference to Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided you give Polylight Capital prompt written notice and cooperate with any effort to obtain a protective order.

Security Obligations

19.1 User Security Responsibilities

You are responsible for implementing and maintaining appropriate security measures to protect your account, API keys, and any Content you access through the Platform. You agree to use strong, unique passwords; enable multi-factor authentication where offered; secure and not disclose your API credentials; and promptly report any suspected unauthorized access or security incident to Polylight Capital.

19.2 No Security Guarantee

While Polylight Capital employs commercially reasonable security measures, no digital system is completely immune from unauthorized access or data breach. Polylight Capital shall not be liable for any loss or damage arising from unauthorized access to your account resulting from your failure to maintain adequate security practices or from causes beyond Polylight Capital's reasonable control.

19.3 Security Testing Prohibition

You are strictly prohibited from conducting any security testing, penetration testing, vulnerability scanning, or security auditing of the Platform without Polylight Capital's express prior written authorization.

Account Management, Suspension, and Termination

20.1 Termination by User

You may terminate your account and cease using the Platform at any time. Termination of your account does not entitle you to a refund of any prepaid Subscription fees unless otherwise required by applicable law or set forth in your Subscription agreement.

20.2 Termination and Suspension by Polylight Capital

Polylight Capital may, in its sole discretion and without notice or liability, immediately suspend, restrict, or permanently terminate your access to the Platform for any reason, including without limitation: (a) violation of any term of this Agreement; (b) conduct harmful to other users, Polylight Capital, or third parties; (c) a request from law enforcement or regulatory authorities; (d) unexpected technical or security issues; (e) failure to pay applicable Subscription fees; (f) extended periods of inactivity; or (g) Polylight Capital's discontinuation of the Platform.

20.3 Effect of Termination

Upon termination: (a) your license to access and use the Platform is immediately revoked; (b) all pending Subscription benefits expire without refund unless required by law; (c) you must immediately cease all use of the Platform and destroy all copies of Content in your possession; and (d) all provisions of this Agreement that by their nature should survive termination shall survive, including Sections 6, 7, 8, 11, 12, 13, 14, 16, 17, 18, 26, 27, and 28.

Experimental Technology and Beta Features

21.1 Beta and Experimental Features

Polylight Capital may from time to time make available features, capabilities, model outputs, or data products designated as "beta," "experimental," "early access," "preview," or similar. Experimental Features are provided for evaluation and feedback purposes only and are not subject to any service level commitments, uptime guarantees, or accuracy representations. Experimental Features may be discontinued, modified, or transitioned to generally available status at any time without notice.

21.2 Experimental Feature Disclaimers

Experimental Features are provided "as is" without any warranty of any kind. Polylight Capital's liability for any harm arising from your use of Experimental Features is expressly limited to the maximum extent permitted by applicable law, and you assume all risk associated with Experimental Feature use.

Platform Modifications, Updates, and Downtime

22.1 Right to Modify

Polylight Capital reserves the right at any time to: (a) modify, update, upgrade, deprecate, or discontinue any feature, service, model, Algorithmic Output, data product, API endpoint, or other component of the Platform; (b) change Subscription pricing, tiers, or included features upon thirty (30) days' notice; (c) modify this Agreement by posting an updated version on the Platform; and (d) conduct scheduled or emergency maintenance that may result in temporary unavailability of the Platform.

22.2 Notification of Changes

Polylight Capital may provide notice of material changes to this Agreement by posting an updated version on the Platform, sending an email to the address associated with your account, or displaying a notice within the Platform. Your continued use of the Platform following any such notice constitutes acceptance of the updated Agreement.

Third-Party Services and External Links

23.1 Third-Party Integrations

The Platform may integrate with or facilitate access to third-party websites, applications, data providers, exchanges, APIs, or other services. Polylight Capital does not control, endorse, or assume any responsibility for any third-party service, including the accuracy, reliability, legality, or performance of any third-party service. Your access to or use of any third-party service is subject to the applicable terms and privacy policies of that third party and is at your own risk.

23.2 Data Provider Limitations

To the extent the Platform relies on financial data, market data, news data, regulatory filings, or other information from third-party data providers, Polylight Capital does not warrant the accuracy, completeness, or timeliness of such data and shall not be liable for any harm arising from errors, delays, or omissions in third-party data.

Force Majeure

24.1 Force Majeure Events

Polylight Capital shall not be liable for any failure or delay in performance of its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond Polylight Capital's reasonable control, including without limitation: acts of God, natural disasters, pandemics, wars, acts of terrorism, civil unrest, governmental actions, failures or disruptions of public utilities, telecommunications networks, or internet infrastructure, cyberattacks, regulatory orders, or any other cause beyond Polylight Capital's reasonable control (each, a "Force Majeure Event").

24.2 Obligations During Force Majeure

During any Force Majeure Event, Polylight Capital's performance obligations shall be excused for the duration of the event and a reasonable period thereafter. Polylight Capital shall use commercially reasonable efforts to mitigate the impact of Force Majeure Events and to resume normal operations as promptly as practicable.

Accessibility

25.1 Accessibility Commitment

Polylight Capital is committed to making the Platform accessible to individuals with disabilities. We work on an ongoing basis to improve the accessibility of the Platform in accordance with applicable accessibility standards, including WCAG guidelines published by the W3C, to the extent technically and commercially feasible.

25.2 Accessibility Feedback

If you experience accessibility barriers while using the Platform, we encourage you to contact us directly at legal@polylightcapital.com to describe the issue. We will work in good faith to understand and address accessibility concerns in a timely manner. Raising accessibility concerns directly with Polylight Capital before pursuing any legal or administrative remedy is strongly encouraged.

25.3 Accessibility Limitations

Polylight Capital does not guarantee that the Platform will meet any specific accessibility standard or that all accessibility issues will be remediated within any specific time period. The complexity of the Platform's AI-driven analytics infrastructure, data visualization systems, and proprietary interfaces may present technical limitations to accessibility that cannot be fully eliminated.

Dispute Resolution

26.1 Informal Dispute Resolution — Mandatory Pre-Dispute Notice

Before initiating any formal legal proceeding or arbitration, the party asserting a claim must provide the other party with written notice of the dispute ("Notice of Dispute") that includes: (a) the claimant's full legal name and contact information; (b) a detailed description of the nature and factual basis of the claim; (c) the specific relief sought, including the precise monetary amount claimed if applicable; and (d) all supporting documentation reasonably available. A Notice of Dispute to Polylight Capital must be sent via certified mail to Polylight Capital, Legal Department, Pasadena, California.

26.2 Notice and Cure Period

Following delivery of a Notice of Dispute, the parties shall engage in good-faith informal negotiations for a period of sixty (60) days ("Notice and Cure Period") in an attempt to resolve the dispute without formal proceedings. During the Notice and Cure Period, neither party may commence arbitration or litigation except to seek emergency injunctive relief. The Notice and Cure Period may be extended by mutual written agreement. Compliance with this Section 26.2 is a condition precedent to the initiation of any formal legal proceeding.

26.3 Mandatory Binding Arbitration

If the parties are unable to resolve a dispute through the informal process in Sections 26.1 and 26.2, any remaining dispute, claim, controversy, or cause of action arising out of or relating to this Agreement, the Platform, any Content, any Algorithmic Output, any breach of this Agreement, or the validity, enforceability, or scope of this arbitration clause shall be resolved exclusively by final, binding arbitration administered by JAMS, Inc. ("JAMS") pursuant to the JAMS Comprehensive Arbitration Rules and Procedures ("JAMS Rules") in effect at the time of the arbitration, except as modified by this Agreement.

26.4 Arbitration Procedures

Arbitration shall be conducted before a single, neutral arbitrator in Pasadena, California unless the parties mutually agree to a different location. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. All aspects of the arbitration, including the existence of any dispute and the arbitrator's award, shall be kept strictly confidential by both parties, except as necessary to enforce the award or as required by applicable law.

26.5 Individual Claims Only — Mass Arbitration Prevention

All claims subject to arbitration under this Agreement must be brought in an individual capacity only and not as a plaintiff, class member, or representative in any purported class, collective, coordinated, consolidated, representative, or mass arbitration proceeding. The arbitrator shall have no authority to hear or adjudicate any class, collective, or representative claims. If a group of claimants files more than fifty (50) individual arbitration demands presenting substantially similar claims against Polylight Capital within a sixty (60) day period, JAMS shall randomly assign each such claim to a sequenced bellwether group of no more than ten (10) claims to be resolved first, with the remaining claims stayed pending resolution of the bellwether cases.

26.6 Specificity Requirement for Claims

All claims, counterclaims, and defenses raised in any arbitration proceeding must be pleaded with particularity. Generalized, vague, or conclusory claims that do not set forth specific facts and damages with sufficient particularity for Polylight Capital to meaningfully respond shall be subject to dismissal at the arbitrator's discretion.

26.7 Shortened Limitations Period

To the maximum extent permitted by applicable law, any claim or cause of action arising out of or relating to this Agreement or the Platform must be commenced within one (1) year after the cause of action accrues, regardless of any statute of limitations that would otherwise apply. Any claim not brought within this shortened limitations period shall be permanently barred.

26.8 Fee Allocation

The arbitrator's fees and JAMS administrative costs shall be allocated in accordance with JAMS Rules. In any arbitration where Polylight Capital is the prevailing party, you shall reimburse Polylight Capital for all JAMS fees, arbitrator fees, and reasonable attorneys' fees if the arbitrator determines that your claim was objectively frivolous, brought in bad faith, filed for purposes of harassment, or maintained after you had reason to know it lacked merit.

26.9 Emergency and Provisional Remedies

Notwithstanding the arbitration requirement, Polylight Capital may seek emergency injunctive relief, temporary restraining orders, preliminary injunctions, and other provisional equitable remedies in any state or federal court of competent jurisdiction — including the state and federal courts located in Los Angeles County, California — to protect its Intellectual Property Rights, Proprietary Data, AI Systems, Confidential Information, and trade secrets from actual or threatened misappropriation, infringement, or irreparable harm. Seeking emergency court relief does not waive Polylight Capital's right to compel arbitration for the underlying dispute.

26.10 Governing Arbitration Law

This arbitration agreement shall be governed by and construed in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. If the FAA is inapplicable for any reason, the arbitration agreement shall be governed by California law. If any portion of this Section 26 is found to be unenforceable, the balance of this Section shall remain operative except that: (a) the class action waiver shall not be severable — if the class action waiver is found unenforceable, the entire arbitration agreement shall be void as to that claim, and such claim shall be brought in court under Section 27; and (b) the mass arbitration provisions shall be interpreted to the maximum extent permissible by applicable law.

Governing Law and Venue

27.1 Governing Law

This Agreement and all disputes, claims, or controversies arising out of or relating to this Agreement, the Platform, or the relationship between you and Polylight Capital shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

27.2 Exclusive Venue and Jurisdiction

To the extent any dispute is not subject to mandatory arbitration under Section 26, or where a court is required to enforce the arbitration agreement or confirm an arbitral award, each party irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California. You irrevocably waive any objection to the laying of venue in such courts on the grounds of inconvenient forum, lack of personal jurisdiction, or otherwise.

Class Action Waiver and Jury Trial Waiver

28.1 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND POLYLIGHT CAPITAL EACH IRREVOCABLY WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, MASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR REPRESENTATIVE PROCEEDING AGAINST THE OTHER. NO ARBITRATION OR COURT PROCEEDING UNDER THIS AGREEMENT MAY BE COMBINED OR CONSOLIDATED WITH ANY OTHER ARBITRATION OR PROCEEDING WITHOUT THE WRITTEN CONSENT OF ALL PARTIES TO THE RESPECTIVE PROCEEDINGS.

28.2 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PLATFORM, OR ANY TRANSACTION CONTEMPLATED HEREBY. BY ACCEPTING THIS AGREEMENT, EACH PARTY ACKNOWLEDGES THAT IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER AND MAKES IT KNOWINGLY AND VOLUNTARILY.

Miscellaneous Provisions

29.1 Entire Agreement

This Agreement, together with the Privacy Policy and any Subscription-specific terms incorporated herein, constitutes the entire agreement between you and Polylight Capital with respect to the Platform and supersedes all prior and contemporaneous agreements, representations, negotiations, and understandings relating to the subject matter hereof.

29.2 Severability

If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, it shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

29.3 Waiver

No failure or delay by Polylight Capital in exercising any right, power, or privilege under this Agreement shall constitute a waiver thereof. Any waiver must be in writing signed by an authorized officer of Polylight Capital to be effective.

29.4 Assignment

You may not assign, transfer, sublicense, or delegate your rights, obligations, or account under this Agreement without Polylight Capital's prior written consent. Any purported assignment without such consent is void. Polylight Capital may freely assign this Agreement, including in connection with a merger, acquisition, restructuring, sale of assets, or operation of law, without your consent.

29.5 Relationship of the Parties

Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency relationship between you and Polylight Capital. You are an independent party accessing the Platform on the terms set forth herein.

29.6 Electronic Communications

By using the Platform, you consent to receive electronic communications from Polylight Capital, including via email and through the Platform interface. You agree that any electronic notices, disclosures, agreements, and other communications provided to you by Polylight Capital satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.

29.7 No Third-Party Beneficiaries

Except with respect to Indemnified Parties as set forth in Section 13, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

29.8 Reservation of Rights

Polylight Capital reserves all rights not expressly granted in this Agreement. No implied licenses or rights are granted under this Agreement.

Contact Information

If you have questions about this Agreement, the Platform, or wish to provide a Notice of Dispute pursuant to Section 26.1, please contact Polylight Capital at:

Formal legal notices, including Notices of Dispute under Section 26.1, must be delivered by certified mail to the address above to be effective.