These Terms of Use ("Terms") govern access to and use of the websites operated by Ashta Limited Company ("Ashta," "we," "our," or "us"), including https://ashta.ai, and the enterprise software-as-a-service platform provided by Ashta, including client-dedicated environments accessible via subdomains or customer-owned domains (collectively, the "Services").

By accessing or using the Services, you agree to be bound by these Terms and the Ashta Privacy Policy. If you are accessing the Services on behalf of an organization, you represent that you are authorized to bind that organization to these Terms.

1. Nature of the Services

Ashta provides an enterprise software platform designed to support fundraising workflows, investor and stakeholder onboarding, deal and portfolio operations, accounting automation, compliance processes, reporting, and related data management and automation functionality.

Ashta is a technology service provider only. The Services are provided as software tools and infrastructure that enable customers to configure and manage their own workflows. Ashta does not operate as a broker-dealer, investment adviser, portfolio manager, funding portal, custodian, transfer agent, exchange, or execution venue, and does not participate in securities transactions.

2. Scope of Application

These Terms apply to all visitors to Ashta websites and all users of the Services. Where the Services are deployed in a customer-branded, white-labeled, or client-dedicated environment, individuals accessing such environments do so as users of the applicable customer, not as direct customers of Ashta.

Use of the Services may also be governed by a separate written agreement between Ashta and the applicable customer. In the event of any conflict between these Terms and a signed written agreement, the signed agreement will control.

3. Accounts and Authorization

You may use the Services only if you are authorized to do so by Ashta or by a customer that has contracted with Ashta. You are responsible for maintaining the confidentiality of authentication credentials and for all activities that occur under your account. You agree to notify Ashta promptly of any unauthorized access or security incident.

Customers are responsible for managing their authorized users, assigning roles and permissions, and ensuring that access to the Services is appropriate to each user's responsibilities.

4. Client Environments and Client Data

Each customer environment is provisioned using independent infrastructure resources. Data uploaded to or generated within a customer's environment ("Client Data") remains the property and responsibility of the customer.

Ashta processes Client Data solely as a service provider, in accordance with customer instructions, to operate and maintain the Services, support configured workflows and integrations, provide support and incident response, maintain system security, and comply with applicable law.

Ashta accesses customer environments only where necessary for authorized support, security, or legal compliance purposes, and such access is subject to internal controls and logging.

5. Artificial Intelligence and Automated Features

Certain features of the Services may use artificial intelligence, machine learning, or automated decision-support technologies. These systems generate probabilistic outputs and may produce inaccurate, incomplete, or misleading results.

All outputs generated through the Services are provided solely as operational or informational support tools. Ashta does not guarantee the accuracy, completeness, or suitability of any output.

Customers and their users are solely responsible for reviewing, validating, and approving all outputs before relying on them in any financial, legal, compliance, operational, or investment-related context. Use of AI-assisted functionality is at the customer's own risk.

6. No Professional Advice or Regulated Activity

The Services do not provide investment advice, legal advice, tax advice, accounting services, broker-dealer services, custody services, execution services, or any other regulated financial services.

Nothing made available through the Services constitutes an offer, solicitation, recommendation, endorsement, or advice regarding any security, investment strategy, or transaction. All investment decisions, regulatory determinations, compliance actions, and transactional activities are the sole responsibility of customers and their designated service providers.

7. Acceptable Use

You agree not to use the Services in any manner that violates applicable law or regulation, infringes the rights of others, interferes with or disrupts the integrity or performance of the Services, attempts to gain unauthorized access to systems or data, introduces malicious code, or misrepresents your identity or authority.

Ashta reserves the right to monitor use of the Services to ensure compliance with these Terms and applicable agreements.

8. Third-Party Services and Integrations

The Services may interoperate with third-party products and services selected by customers. Ashta does not control and is not responsible for third-party systems, content, or privacy practices.

Use of third-party services is governed by the terms and policies of the applicable third party. Ashta makes no warranties regarding third-party services and disclaims all liability arising from their operation.

9. Confidentiality

Each party agrees to protect the confidentiality of non-public business, technical, and Client Data obtained in connection with the Services and to use such information only for authorized purposes.

10. Suspension and Termination

Ashta may suspend or restrict access to the Services if it reasonably determines that such action is necessary to protect the security or integrity of the Services, to investigate suspected misuse, to comply with law, or to enforce these Terms or applicable agreements.

Termination of access and post-termination rights and obligations are governed primarily by the applicable written agreement between Ashta and the customer.

11. Data Portability and Exit

Subject to applicable agreements, customers may be permitted to export Client Data for a limited period following termination of Services. After such period, Client Data may be deleted in accordance with contractual and legal obligations.

12. Intellectual Property

Ashta retains all right, title, and interest in and to the Services, including all software, documentation, and underlying technology. Except as expressly granted, no rights are licensed or transferred.

13. Disclaimers

The Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Ashta disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement.

Ashta does not warrant that the Services will be uninterrupted, error-free, or free of harmful components.

14. Limitation of Liability

To the maximum extent permitted by law, Ashta shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including lost profits, lost revenues, loss of data, business interruption, reputational harm, or investment losses, even if advised of the possibility of such damages.

For customers operating under a written agreement with Ashta, limits on Ashta's aggregate liability are governed exclusively by that agreement. For all other users, Ashta's total aggregate liability arising out of or relating to these Terms or the Services shall not exceed one hundred U.S. dollars (USD $100).

15. Pass-Through Obligations

Customers are responsible for ensuring that their authorized users are bound by terms and disclosures consistent with these Terms, including provisions relating to AI-assisted features, limitation of liability, and the absence of professional advice.

16. Governing Law

These Terms are governed by the laws of the State of New York, United States, without regard to conflict-of-law principles. Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the federal or state courts located in New York County, New York, and each party consents to the personal jurisdiction of such courts.

17. Dispute Resolution

Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitration shall take place in New York, New York, before a single arbitrator. Judgment on the award may be entered in any court having jurisdiction.

Class Action Waiver. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against Ashta.

Exceptions. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

18. Indemnification

You agree to indemnify, defend, and hold harmless Ashta, its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (i) your violation of these Terms; (ii) your use of the Services, including any data or content transmitted or received by you; (iii) your violation of any third-party right, including any intellectual property, privacy, or proprietary right; or (iv) any claim that your use of the Services caused damage to a third party.

This indemnification obligation will survive the termination of these Terms and your use of the Services.

19. General Provisions

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

Waiver. No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term. Any failure of Ashta to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Ashta. Ashta may freely assign these Terms. Any purported assignment in violation of this section is void.

Entire Agreement. These Terms, together with the Privacy Policy and any applicable written agreement between Ashta and the customer, constitute the entire agreement between you and Ashta regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

20. Changes to These Terms

Ashta may modify these Terms from time to time. Updated Terms will be posted with a revised effective date. Continued use of the Services after changes become effective constitutes acceptance of the revised Terms.

21. Contact Information

Legal inquiries may be directed to:

[email protected]