Terms of Use

1. Agreement to these Terms#

These Terms of Use (“Terms”) are an agreement between you and Opaya AI LLC (“Opaya,” “we,” “us” or “our”). They govern your access to and use of opaya.ai, including its content, tools and any AI features (together, the “Site”).

By accessing or using the Site, you agree to these Terms and confirm that you have read our Privacy Policy. If you do not agree, please do not use the Site.

If you use the Site on behalf of an organization, you confirm that you have authority to accept these Terms for it. In that case, “you” includes that organization.

2. Each product has its own agreements#

The Site introduces Opaya and its products in general terms. Each product has its own site, and is provided under its own agreements and terms:

Product terms govern the product. When you use a product, the agreements and terms for that product govern your use of it. They include, as applicable, a client or advisory agreement, a brokerage account agreement, offering documents for private investments, and enterprise subscription or services agreements. If anything in these Terms conflicts with a product’s agreements, the product’s agreements control for that product.

Using the Site creates no relationship. Browsing the Site, writing to us, asking for a demo, or using an AI feature on the Site does not create a client, advisory, brokerage, fiduciary or other relationship with Opaya or any of its affiliates. A relationship begins only when you and the relevant company have both entered into the applicable agreement.

3. Our regulated affiliates#

Opaya’s investment services are provided by its regulated affiliates:

• Advisory services are provided by Puissance Capital Management LP, a registered investment adviser.
• Brokerage services are provided by Angel Pond Capital LLC, a FINRA-registered U.S. broker-dealer.

Advisory and brokerage services are different, and they are provided under separate agreements. Our Disclosures explain the difference and link to each firm’s public regulatory record.

4. Who may use the Site#

To use the Site, you must:

• be at least 18 years old and able to form a binding contract;
• not be the subject of sanctions imposed by the United States, and not be located in a country or region subject to comprehensive U.S. sanctions;
• use the Site only where its content and your use are lawful.

The Site is operated from the United States and is intended for use in the United States. Our products and services are offered only where we are permitted to offer them, and some may not be available where you live.

5. No offer or solicitation#

Nothing on the Site is an offer to sell, or a solicitation of an offer to buy, any security, fund, or other financial product or service, in any jurisdiction. Nothing on the Site is a recommendation of one either.

An offer of a private investment is made only to eligible persons, and only through that investment’s offering documents.

The Site may describe products, services or asset classes in general terms. They may not be available to you, and they may change or be withdrawn without notice.

6. No personalized advice through the Site#

Content on the Site, including explanations, examples, scenarios and AI outputs, is for general information only.

• It does not take your personal circumstances into account.
• It is not investment, financial planning, tax, legal or accounting advice.

Personalized advice is provided only to clients of our advisory affiliate, under their client agreement and through the channels that agreement describes.

Do not rely on content from the Site as the main basis for any investment, tax or legal decision. Talk to qualified professionals about your situation.

7. Agents and AI outputs#

7.1 What our agents do#

Opaya is agent-native. Our products use specialised AI agents (the Watcher, the Analyst, the Planner, the Guardian and the Explainer) that watch, reason, prepare and explain, within limits the client sets. The Site describes them in general terms and may offer AI features of its own.

In these Terms, “AI Outputs” means the explanations, summaries, observations, options, risk signals and recommendations that our agents or AI features produce. “Inputs” means the information you give them.

7.2 How AI Outputs apply to you#

• On the Site. AI Outputs are general information only. They are not personalized advice, an offer, or a recommendation to buy or sell any security.
• In a product. The agreements for that product govern AI Outputs and agent actions. They describe what agents may do, which actions need your approval, and how agents and our people work together. An AI Output forms part of an advisory or brokerage service only as those agreements describe.
• For Enterprise users. AI Outputs support your organization’s decisions. Your organization remains responsible for its own risk, compliance and investment decisions.

7.3 Limitations#

AI Outputs can be inaccurate, incomplete, out of date or inconsistent. They can sound confident even when they are wrong. They may reflect limitations or biases in the data and models behind them, may differ for similar questions, and may rely on third-party information we have not verified. They are not a substitute for professional judgment.

7.4 Your responsibilities#

You agree to:

• review AI Outputs carefully, and verify important information before you rely on it;
• not make investment, tax or legal decisions based only on an AI Output from the Site;
• give accurate and current information when you use an AI feature.

7.5 Your Inputs#

You are responsible for your Inputs. Do not submit information you are not authorized to share. Do not enter Social Security numbers, account numbers, passwords or other sensitive information into an AI feature on the Site. We handle Inputs and AI Outputs as described in our Privacy Policy and may keep them as business records.

7.6 Prohibited uses#

You may not:

• try to reveal or extract system prompts, agent instructions, model weights or training data;
• use prompt injection, jailbreaking or other techniques to get around safeguards or change how an agent or feature is meant to work;
• use an AI feature to create content that is unlawful, deceptive, defamatory or harmful;
• query an AI feature by automated means, or harvest its outputs in bulk;
• use AI Outputs to develop, train or evaluate a competing model or service;
• present an AI Output as personalized advice from Opaya, or as Opaya’s endorsement, when it is not.

7.7 Availability and ownership#

AI features may be limited or unavailable at times, and we may change or discontinue them. As between you and Opaya, you keep your rights in your Inputs, and you grant us a license to use them to provide, secure and improve our services as described in our Privacy Policy. Subject to these Terms, you may use AI Outputs provided to you on the Site for your own personal purposes. AI Outputs may not be unique, and others may receive similar outputs.

8. Illustrative scenarios#

The Site describes how people might use Opaya through illustrative scenarios with fictional characters. They are not clients, and their stories are not testimonials or endorsements. The scenarios show no performance and are not a promise of any outcome. See our Disclosures.

9. Investment risks#

• Risk of loss. All investing involves risk, including possible loss of principal. The value of investments, and the income from them, can fall as well as rise.
• Past performance. Past performance does not guarantee or predict future results.
• No assurance of outcome. Diversification, asset allocation, rebalancing, risk monitoring and agent oversight do not guarantee a profit or protect against loss in a falling market.
• Systematic and AI-driven approaches. Models and agents depend on data and assumptions that may be wrong, incomplete or out of date. They may behave unexpectedly in unusual markets, and they may be affected by technical failures.
• Taxes. Tax results vary by person and may change as tax laws change.
• Forward-looking statements. Opinions and estimates on the Site are current only as of the date they were made. They may change, and actual events may differ materially.
• Third-party information. We believe information from third parties is reliable, but we do not guarantee it. It may be delayed or incomplete.

Our Disclosures describe these and other risks in more detail.

10. Private-market and alternative investments#

10.1 Who they are for#

Opaya Private Wealth may offer access to private funds, private equity, private credit, real estate, venture capital and other alternative investments. These investments are available only to persons who meet the applicable eligibility standards. Generally, that means being an “accredited investor” and, for certain funds, a “qualified purchaser,” as those terms are defined under U.S. federal securities laws. Some investments have other eligibility requirements or minimum investment amounts.

The Site does not describe or offer any specific private investment. Eligibility is confirmed, and any verification is carried out, through the product and the issuer, before a subscription is accepted.

10.2 Risks#

Private-market investments are speculative and involve a high degree of risk, including:

• Total loss. You could lose all of your investment.
• Illiquidity. Holding periods are long, often many years, and you may have little or no ability to redeem or transfer your interest.
• Capital calls. You may be required to fund commitments when called. Failing to do so can have serious consequences.
• Valuation uncertainty. Valuations may be infrequent and based on estimates rather than market prices.
• Fees and expenses. These are often higher than for publicly traded investments, and they reduce returns.
• Limited information. Transparency and reporting may be limited.
• Leverage and concentration. These can magnify losses.
• Conflicts of interest. These may arise involving sponsors, managers, service providers and Opaya’s affiliates.
• Complex taxes. Tax treatment can be complex, and tax documents may arrive late.

These investments suit only investors who can bear these risks for an indefinite period and can afford to lose their entire investment.

10.3 Offering documents control#

Each investment is governed by its offering documents, including their risk factors. If anything on the Site conflicts with those documents, the offering documents control. Read them carefully, and consult your own advisers, before you invest.

11. Partners and third-party trademarks#

The Site shows the names and logos of companies Opaya works with. They are trademarks of their respective owners. Their appearance on the Site does not mean that any of them endorses, sponsors or recommends Opaya, any Opaya affiliate, or any product or investment, or that any of them is responsible for Opaya’s services. Our Disclosures say more.

All other product names, logos and brands on the Site are the property of their respective owners.

12. Apps, app marketplaces and subscriptions#

Opaya apps and paid plans are offered through the product sites, and their terms govern them.

• App marketplaces. If you download an Opaya app from the Apple App Store, Google Play or another marketplace, the marketplace provider is not responsible for the app, its content, maintenance, support or claims relating to it, except as its own terms require. You agree to follow the marketplace’s terms when you use the app.
• Subscriptions and fees. Any fees, renewals and refund terms are shown to you before you buy, under the terms of the relevant product. Advisory and brokerage fees are set out in your agreements.

13. Electronic communications#

Consent to electronic communications. You agree that we may communicate with you electronically about the Site, for example by email or by posting notices on the Site. To the extent the law permits, these communications satisfy any requirement that a communication be in writing. For clients, the electronic delivery consent in your product agreements governs delivery of account and regulatory documents.

Monitoring and recording. We may monitor and record communications with us, including calls, video meetings, chats, emails and agent interactions, to support quality, security, compliance and recordkeeping. Where the law requires it, we will tell you that we are recording.

Marketing. You can opt out of marketing emails at any time by using the unsubscribe link. To stop text messages, reply STOP.

Unsecured email. Please do not send confidential information, such as account numbers or identification documents, by unsecured email. Use the secure channels in your product.

14. Intellectual property and limited license#

Our ownership. Opaya or its licensors own the Site, and it is protected by intellectual property laws. This includes all text, graphics, images, video, designs, software, data compilations and AI features, and the names and logos OPAYA, Opaya Wealth, Opaya Private Wealth and Opaya Enterprise.

Your license. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and view the Site for your personal, non-commercial use or, if you represent an institution, for internal evaluation of our services. You may print or save a reasonable number of pages for your own records, if you keep all notices intact.

What the license does not allow. We reserve all rights not expressly granted. Without our written permission, you may not copy, modify, distribute, sell, publish, frame or create derivative works from the Site, or use our names or logos.

15. Acceptable use#

When using the Site, you agree not to:

• break any law or regulation;
• access areas or information you are not authorized to access, or share any sign-in details we give you;
• scrape, crawl or data-mine the Site, or use bots or other automated tools to do so. General-purpose search engines that follow our robots.txt instructions are allowed;
• use content from the Site to train AI or machine learning models;
• probe, scan or test the security of the Site without our written permission. To report a vulnerability, write to contact@opaya.ai;
• introduce malware, or interfere with or overload the Site;
• reverse engineer any part of the Site, except where the law expressly allows it;
• impersonate any person, including any Opaya person or agent, or give false information;
• harass or threaten anyone;
• use the Site to spread false or misleading information about any security or market, or to manipulate any market;
• mirror or frame the Site;
• use the Site to build or benchmark a competing product.

16. Feedback#

If you send us ideas, suggestions or other feedback, it is not confidential, and we may use it for any purpose without paying you or naming you. Information you give us in an application or through a product is not feedback. It is handled under our Privacy Policy and your agreements.

17. Third-party content and links#

Third-party content. The Site may include market data, news or other content from third parties. We provide it “as is.” We do not endorse it, we do not guarantee its accuracy, and it may be delayed.

Links. The Site links to our product sites, which have their own terms, and may link to third-party websites for your convenience. We do not control third-party websites and are not responsible for them. A link does not mean we endorse a site. Its own terms and policies apply.

18. Privacy#

Our Privacy Policy explains how we collect, use and protect personal information, and it forms part of these Terms.

19. Export and sanctions compliance#

You may not use, export, re-export or transfer the Site, or any software made available through it, except as U.S. law and the laws of the place where you use it allow. You confirm that you are not located in a country or region subject to comprehensive U.S. sanctions and are not on any U.S. government list of restricted parties.

20. Disclaimers#

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE, ALL CONTENT AND ALL AI OUTPUTS ON THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

OPAYA DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES OF ACCURACY, COMPLETENESS AND TIMELINESS.

WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR FREE OF HARMFUL COMPONENTS. WE HAVE NO DUTY TO UPDATE CONTENT.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

21. Limitation of liability#

TO THE FULLEST EXTENT PERMITTED BY LAW, THE OPAYA PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, TRADING OR INVESTMENT LOSSES, OR LOSS OF DATA OR GOODWILL, ARISING FROM OR RELATING TO THE SITE, ITS CONTENT, AI OUTPUTS ON THE SITE OR THESE TERMS, EVEN IF WE WERE TOLD SUCH DAMAGES WERE POSSIBLE.

THE “OPAYA PARTIES” ARE OPAYA, ITS AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS AND SERVICE PROVIDERS.

OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SITE IS LIMITED TO ONE HUNDRED U.S. DOLLARS (US $100).

Scope. This section applies only to your use of the Site. It does not limit any liability under a client agreement, brokerage agreement, offering document or enterprise agreement. Each of those has its own terms.

Rights you keep. Nothing in these Terms waives or limits any right you have that cannot be waived under applicable law, including under federal and state securities laws, or any duty an Opaya affiliate owes its clients that cannot be limited by contract.

22. Indemnification#

To the extent permitted by law, you agree to indemnify, defend and hold harmless the Opaya Parties against claims, losses, liabilities, damages and expenses, including reasonable attorneys’ fees, arising from your breach of these Terms, your misuse of the Site or its AI features, or your violation of any law or the rights of any third party.

We may take control of the defense of any matter that is subject to this section. If we do, you agree to cooperate.

23. Suspension and termination#

We may suspend or end your access to all or part of the Site at any time, with or without notice, for example if you break these Terms, to protect security, or for legal or regulatory reasons.

Sections that by their nature are meant to survive the end of your access will survive, including Sections 7.3 to 7.7, 9 to 11, 14 and 16 to 27.

24. Governing law#

The laws of the State of California and applicable U.S. federal law govern these Terms and any dispute relating to them or the Site, without regard to California’s conflict-of-laws rules. The Federal Arbitration Act governs Section 25.

For any dispute that is not sent to arbitration under Section 25, you and Opaya agree to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

25. Dispute resolution, binding arbitration and class action waiver#

25.1 Scope and precedence#

This section applies to any dispute between you and Opaya arising from or relating to these Terms or the Site, including AI features on the Site.

Product agreements. Disputes about advisory services, brokerage services, investments or Opaya Enterprise are resolved under the dispute-resolution terms of the relevant product agreement. Those terms control over this section.

FINRA rights. If you are a customer of Angel Pond Capital LLC, nothing in these Terms limits your right to bring a claim in FINRA arbitration under FINRA’s rules, or affects any right FINRA’s rules give you.

25.2 Informal resolution first#

Before starting arbitration, either party must first try to resolve the dispute informally.

1. Send a written notice. Describe the dispute and the relief you seek. Send notices to Opaya by email to legal@opaya.ai and by mail to Opaya AI LLC, Attn: Legal, 30 E 85th St, 30th Floor, New York, NY 10028.
2. Try to resolve it. Both parties will try in good faith to resolve the dispute for 60 days after the notice is received.
3. Time limits pause. Statutes of limitations are paused during this period.

25.3 Binding individual arbitration#

If the dispute is not resolved informally, it will be resolved by final and binding arbitration on an individual basis. This includes any dispute about the scope, validity or enforceability of this agreement to arbitrate.

• Administrator and rules. JAMS administers the arbitration under its Comprehensive Arbitration Rules & Procedures or, where they apply, its Streamlined Arbitration Rules & Procedures, in each case as in effect when the arbitration starts. If you are an individual, the JAMS Consumer Arbitration Minimum Standards also apply. A single arbitrator decides the dispute.
• Place. The arbitration is seated in San Francisco, California. If you are an individual, you may take part by video or telephone, and any in-person hearing will take place in San Francisco or at another location reasonably convenient to you, as the JAMS Consumer Arbitration Minimum Standards provide.
• Fees. If you are an individual, you will pay no more than the portion of the filing fee that the JAMS Consumer Arbitration Minimum Standards allow, and Opaya will pay all other JAMS fees and the arbitrator’s fees, unless the arbitrator finds your claim frivolous.
• The award. The arbitrator may award relief only to you individually, and only to the extent needed to resolve your individual claim. Judgment on the award may be entered in any court with jurisdiction.

25.4 Exceptions#

Either party may:

• bring an individual claim in small claims court, if the claim qualifies;
• seek injunctive relief in court for infringement of intellectual property, or for unauthorized access to or misuse of the Site;
• bring in court any claim, including a claim for public injunctive relief, that applicable law does not allow to be resolved through an arbitration agreement like this one.

25.5 Class action and jury trial waiver#

YOU AND OPAYA EACH AGREE TO BRING CLAIMS ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY WILL BRING CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT PEOPLE.

If this class action waiver is found unenforceable as to a particular claim, that claim will be severed and decided in court, after any individual claims have been arbitrated, and this agreement to arbitrate will not apply to it.

TO THE EXTENT ANY CLAIM PROCEEDS IN COURT, YOU AND OPAYA EACH WAIVE THE RIGHT TO A JURY TRIAL.

25.6 Mass filings#

If 25 or more similar arbitration demands are filed against Opaya by the same or coordinated counsel, the JAMS Mass Arbitration Procedures and Guidelines apply. The parties will also work in good faith to resolve the claims efficiently, for example through bellwether proceedings or mediation.

25.7 Your right to opt out#

You may opt out of this agreement to arbitrate within 30 days after you first accept these Terms. To opt out, email legal@opaya.ai with the subject line “Arbitration opt-out,” and include your name, your email address and a statement that you are opting out.

Opting out does not affect the rest of these Terms, or any arbitration agreement in another agreement you have with Opaya or its affiliates.

25.8 Changes to this section#

If we make a material change to this Section 25, you may reject it within 30 days after the change takes effect by writing to legal@opaya.ai. If you reject the change, the previous version of this section continues to apply to you.

26. Changes to these Terms and the Site#

Changes to these Terms. We may update these Terms from time to time. When we do, we will post the updated version and change the “Last updated” date.

• Notice of material changes. We will give reasonable notice before material changes take effect, by a prominent notice on the Site or by email if we have your address.
• Acceptance. If you keep using the Site after the changes take effect, you accept them.
• No retroactive changes. Changes do not apply to disputes that arose before the change was posted.

Changes to the Site. We may change, suspend or discontinue any part of the Site at any time.

27. General#

• Entire agreement. These Terms and the Privacy Policy make up the entire agreement between you and Opaya about the Site. Your product agreements govern the products and services they cover.
• Severability. If any provision of these Terms is found unenforceable, the rest stays in effect. Section 25.5 explains what happens if the class action waiver is found unenforceable.
• No waiver. If we do not enforce a provision, we have not waived our right to enforce it later.
• Assignment. You may not assign these Terms without our written consent. We may assign them, including as part of a merger, acquisition, financing, reorganization or sale of assets.
• Force majeure. We are not responsible for delays or failures caused by events beyond our reasonable control, such as natural disasters, outages at internet or utility providers, cyberattacks, government actions or market disruptions.
• No third-party beneficiaries. These Terms do not give rights to anyone except you and the Opaya Parties.
• Interpretation. Headings are for convenience only. “Including” means “including without limitation.”
• Notices. We may give you notices by email or by posting them on the Site. Send notices to us at legal@opaya.ai and by mail to the address below.

28. Contact us#

If you have questions about these Terms, contact us:

• Legal: legal@opaya.ai
• General enquiries: contact@opaya.ai
• Privacy: privacy@opaya.ai
• Mail: Opaya AI LLC, Attn: Legal, 30 E 85th St, 30th Floor, New York, NY 10028