Terms of Service

Last updated: June 2026

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and eSapiens, Inc. ("eSapiens," "we," "us," or "our") governing your access to and use of the Derek platform, including any associated websites, applications, and services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service. If you are using the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

2. Account Terms

To use the Service, you must:

  • Be at least 18 years of age
  • Provide accurate, current, and complete information during registration
  • Maintain the security of your account credentials
  • Promptly notify us of any unauthorized use of your account
  • Accept responsibility for all activities that occur under your account

We reserve the right to suspend or terminate accounts that violate these Terms or for any other reason at our discretion.

3. Service Terms

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Service for your internal business purposes.

You agree not to:

  • Use the Service for any illegal purpose or in violation of any applicable laws
  • Attempt to gain unauthorized access to the Service or related systems
  • Interfere with or disrupt the integrity or performance of the Service
  • Reverse engineer, decompile, or disassemble any portion of the Service
  • Use the Service to store or transmit malicious code
  • Resell, sublicense, or transfer the Service to third parties without our consent
  • Use automated means to access the Service except through our published APIs

4. Data Rights

Your Data: You retain all rights to the data you submit to the Service ("Your Data"). You grant us a limited license to use Your Data solely to provide and improve the Service.

Data Protection: We will maintain appropriate administrative, physical, and technical safeguards to protect Your Data. We will not access Your Data except as necessary to provide the Service, prevent or address technical problems, or as required by law.

No Training: We will not use Your Data to train artificial intelligence or machine learning models. Your fund data, portfolio information, and LP details are used solely to provide the Service to you.

Data Portability: You may export Your Data at any time through the Service's export functionality. Upon termination, we will make Your Data available for export for 30 days.

5. Fees and Payment

Fees for the Service are set forth on our pricing page or in a separate order form. Unless otherwise specified:

  • Fees are quoted in US dollars and are exclusive of taxes
  • Subscription fees are billed in advance on a monthly or annual basis
  • All fees are non-refundable except as expressly set forth herein
  • We may change fees upon 30 days notice before your next renewal period

If you fail to pay fees when due, we may suspend your access to the Service until payment is received.

6. Confidentiality

Each party agrees to protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Your Data is your Confidential Information. Our pricing, technical documentation, and non-public features are our Confidential Information.

7. Intellectual Property

The Service and all related technology, documentation, and content are the exclusive property of eSapiens and its licensors. Nothing in these Terms grants you any right, title, or interest in the Service except for the limited license granted above.

You may provide feedback, suggestions, or ideas about the Service ("Feedback"). You grant us a perpetual, irrevocable, royalty-free license to use and incorporate Feedback into the Service without any obligation to you.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ESAPIENS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

These limitations apply regardless of the theory of liability and even if we have been advised of the possibility of such damages.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Service will be uninterrupted, error-free, or free of harmful components. You use the Service at your own risk.

10. Indemnification

You agree to indemnify, defend, and hold harmless eSapiens and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

  • Your use of the Service
  • Your violation of these Terms
  • Your violation of any third-party rights
  • Your Data or content you submit to the Service

11. Termination

Either party may terminate these Terms at any time by providing written notice to the other party. You may terminate by discontinuing use of the Service and closing your account.

Upon termination:

  • Your right to access the Service will immediately cease
  • We will make Your Data available for export for 30 days
  • We will delete Your Data within 90 days of termination, except as required by law
  • Provisions that by their nature should survive termination will survive

12. Changes to Terms

We may modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of the Service after such changes constitutes acceptance of the modified Terms.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any disputes arising under these Terms shall be resolved exclusively in the state or federal courts located in Harris County, Texas, and you consent to the personal jurisdiction of such courts.

14. General Provisions

Entire Agreement: These Terms, together with our Privacy Policy and any order forms, constitute the entire agreement between you and eSapiens regarding the Service.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

Waiver: No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.

15. Contact Us

If you have questions about these Terms, please contact us at:

eSapiens, Inc.
Email: legal@esapiens.ai
Address: Houston, TX