In these Terms, the following words and phrases have the meanings set forth below:
| Term | Definition |
|---|---|
| "Platform" | The Gyre Research portfolio analytics software-as-a-service application, including all web interfaces, APIs, dashboards, reports, and related tools. |
| "Client" or "You" | The legal entity or natural person that enters into a subscription agreement to access and use the Platform. |
| "Authorized User" | An individual designated by the Client who is authorized to access the Platform under the Client's subscription. |
| "Client Data" | All data, content, and information uploaded, submitted, or transmitted to the Platform by or on behalf of the Client, including portfolio holdings, transaction records, and custom configurations. |
| "Market Data" | Financial data sourced by Gyre Research from third-party data providers and made available through the Platform, including but not limited to securities prices, indices, fundamental data, and reference data. |
| "Output Data" | Analytics, reports, calculations, visualizations, and other derived outputs generated by the Platform using Client Data and/or Market Data. |
| "Order Form" | A written or electronic document specifying the services, subscription tier, pricing, term, and any additional terms agreed upon by the parties. |
| "Documentation" | User guides, API documentation, release notes, and other instructional materials provided by Gyre Research. |
The Platform is designed for institutional investors, including hedge funds, family offices, registered investment advisors (RIAs), and other qualified financial professionals. By registering, you represent and warrant that:
You are responsible for maintaining the confidentiality of all account credentials. You agree to immediately notify Gyre Research of any unauthorized use of your account or any other breach of security. Gyre Research shall not be liable for any loss arising from your failure to safeguard account credentials.
You may designate Authorized Users up to the number specified in your Order Form. You are responsible for all activities conducted by Authorized Users and for ensuring their compliance with these Terms. You must promptly remove access for any Authorized User who is no longer authorized or who has violated these Terms.
Gyre Research provides a cloud-based portfolio analytics platform that enables institutional investors to aggregate, analyze, and report on investment portfolios. The Platform includes:
The specific features, data entitlements, and service levels available to you are determined by your subscription tier as set forth in the applicable Order Form.
Subject to your compliance with these Terms and payment of applicable fees, Gyre Research grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during the term of your subscription solely for your internal business purposes.
You shall not, and shall not permit any third party to:
Gyre Research and its licensors retain all right, title, and interest in and to the Platform, including all intellectual property rights therein. No rights are granted to you except as expressly set forth in these Terms.
As between you and Gyre Research, you retain all right, title, and interest in your Client Data. You grant Gyre Research a limited, non-exclusive license to use, process, and store Client Data solely as necessary to provide the Platform and related services to you.
Gyre Research may create aggregated, anonymized, and de-identified data derived from Client Data ("Aggregate Data") that does not identify you or any individual. Gyre Research may use Aggregate Data for purposes including product improvement, benchmarking, and research, provided that such data cannot reasonably be used to identify you or your portfolio positions.
Market Data is owned by the respective third-party data providers and is licensed to Gyre Research for redistribution to Platform subscribers. Your use of Market Data is subject to any additional terms imposed by those providers, which Gyre Research will communicate to you.
You own the Output Data generated from your Client Data. Gyre Research retains ownership of the underlying algorithms, models, and methodologies used to produce the Output Data.
Upon termination of your subscription, Gyre Research will make your Client Data available for export in a standard machine-readable format for a period of 90 days following the effective date of termination. After this period, Gyre Research may delete your Client Data in accordance with its data retention policies.
You agree to pay the fees specified in your Order Form. Unless otherwise stated, all fees are quoted in United States Dollars (USD) and are exclusive of applicable taxes, duties, and levies.
All subscription fees are due and payable in advance of each service period unless otherwise specified in the Order Form. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
You are responsible for all taxes, duties, and government levies arising from your use of the Platform, excluding taxes based solely on Gyre Research's net income. If Gyre Research is required to collect or remit taxes on your behalf, such amounts will be added to your invoice. For clients in the European Union, valid VAT identification numbers must be provided at the time of registration. For clients in jurisdictions that impose withholding tax obligations, you are responsible for grossing up payments such that Gyre Research receives the full invoiced amount.
Gyre Research may adjust fees upon 60 days' written notice prior to the start of any renewal term. If you do not agree to adjusted fees, you may terminate your subscription effective at the end of the then-current term.
Each party agrees to hold in confidence all non-public information received from the other party that is designated as confidential or that, given the nature of the information and circumstances of disclosure, reasonably should be understood to be confidential ("Confidential Information"). Confidential Information includes, without limitation, Client Data, Platform architecture, pricing, business plans, and technical specifications.
The receiving party shall not disclose Confidential Information to any third party except to its employees, agents, and contractors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein. The receiving party shall protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is lawfully received from a third party without restriction on disclosure.
A disclosure required by law, regulation, or court order shall not constitute a breach, provided the receiving party gives prompt written notice (to the extent legally permissible) and cooperates with the disclosing party to seek a protective order or other appropriate remedy.
Gyre Research represents and warrants that:
You represent and warrant that:
9.1 No Investment Advice. The Platform is an analytical tool. Nothing in the Platform or Output Data constitutes investment advice, tax advice, legal advice, or a recommendation to buy, sell, or hold any security. You are solely responsible for your investment decisions.
9.2 Market Data Accuracy. Market Data is provided "as received" from third-party providers. Gyre Research does not warrant the accuracy, completeness, or timeliness of Market Data and shall not be liable for errors or omissions in Market Data or any decisions made in reliance thereon.
9.3 General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GYRE RESEARCH DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CLIENT TO GYRE RESEARCH DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations in Sections 10.1 and 10.2 shall not apply to: (a) either party's indemnification obligations; (b) a party's breach of confidentiality obligations; (c) your breach of Section 4 (License Restrictions); (d) either party's willful misconduct or gross negligence; or (e) any liability that cannot be limited or excluded under applicable law.
Nothing in these Terms excludes or limits either party's liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under EU or UK law.
Gyre Research shall defend, indemnify, and hold harmless the Client from and against any third-party claims, damages, and expenses (including reasonable attorneys' fees) arising from allegations that the Platform infringes a third party's intellectual property rights, provided that the Client: (a) promptly notifies Gyre Research in writing; (b) grants Gyre Research sole control of the defense and settlement; and (c) provides reasonable cooperation.
You shall defend, indemnify, and hold harmless Gyre Research from and against any third-party claims, damages, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Platform in violation of these Terms or applicable law; (b) your Client Data; or (c) your breach of any representation or warranty herein.
These Terms are effective as of your acceptance and remain in effect for the initial subscription term specified in your Order Form. Unless either party provides written notice of non-renewal prior to the end of the then-current term, the subscription shall automatically renew for successive periods equal to the initial term.
Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice; or (b) becomes insolvent, files for bankruptcy, or ceases to conduct business in the ordinary course.
Either party may terminate these Terms for convenience by providing 60 days' written notice to the other party. If you terminate for convenience, no refund of prepaid fees shall be due unless otherwise specified in the Order Form.
Upon termination: (a) all licenses granted herein immediately cease; (b) you must cease all use of the Platform and destroy or return any copies of Documentation; (c) Gyre Research will make Client Data available for export in accordance with Section 5.5; (d) all outstanding fees become immediately due and payable. Sections 5 (Data Rights), 7 (Confidentiality), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 13 (Dispute Resolution), and 14 (Governing Law) survive termination.
Before initiating formal dispute resolution, the parties shall attempt in good faith to resolve any dispute through direct negotiation between senior representatives for a period of thirty (30) days from written notice of the dispute.
If the dispute is not resolved through negotiation, either party may submit the dispute to mediation administered by the American Arbitration Association (AAA) in accordance with its then-current mediation rules. The mediation shall take place in New York, NY unless the parties mutually agree otherwise.
For Clients domiciled in the United States: Any dispute not resolved through negotiation or mediation shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) in New York, NY, conducted by a single arbitrator with experience in financial technology disputes. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. THE PARTIES WAIVE THEIR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS.
For Clients domiciled outside the United States: Any dispute not resolved through negotiation or mediation shall be submitted to the exclusive jurisdiction of the courts specified in Section 14 or the applicable Regional Addendum.
These Terms shall be governed by and construed in accordance with the laws of the State of New Hampshire, United States, without regard to its conflict-of-laws principles, except where superseded by the applicable Regional Addendum below.
15.1 Entire Agreement. These Terms, together with all Order Forms, the Privacy Policy, Data Processing Agreement, Acceptable Use Policy, and SMS Terms & Conditions, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, proposals, or representations.
15.2 Amendments. Gyre Research may modify these Terms by providing 30 days' written notice. Continued use of the Platform after the effective date of modifications constitutes acceptance. Material changes to these Terms will not apply retroactively to disputes arising before the modification date.
15.3 Assignment. Neither party may assign these Terms without the prior written consent of the other party, except that Gyre Research may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this section is void.
15.4 Force Majeure. Neither party shall be liable for failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, pandemic, government actions, power failures, or internet disruptions, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.
15.5 Severability. If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.
15.6 Waiver. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.
15.7 Notices. All notices under these Terms shall be in writing and delivered by email (with confirmation of receipt), recognized overnight courier, or certified mail to the addresses specified in the Order Form. Notices to Gyre Research shall also be sent to legal@gyreresearch.com.
15.8 Independent Contractors. The relationship between the parties is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
15.9 Export Compliance. You agree to comply with all applicable export control and sanctions laws and regulations, including those of the United States, European Union, United Kingdom, and any other applicable jurisdiction.
The following provisions apply in addition to (and, where inconsistent, take precedence over) the general Terms above, based on the Client's principal place of business or the location of its Authorized Users.
Governing Law and Jurisdiction: For Clients established in the EEA, these Terms shall be governed by the laws of Ireland, and disputes shall be submitted to the exclusive jurisdiction of the courts of Dublin, Ireland. For Clients established in the United Kingdom, these Terms shall be governed by the laws of England and Wales, and disputes shall be submitted to the exclusive jurisdiction of the courts of London, England.
Consumer Protection: Nothing in these Terms shall limit any rights you may have under applicable mandatory consumer protection legislation in your country of residence that cannot be waived or limited by contract.
Unfair Contract Terms: These Terms have been drafted to comply with the EU Unfair Contract Terms Directive (93/13/EEC) and the UK Consumer Rights Act 2015 (to the extent applicable). Limitation of liability clauses apply only to the extent they are reasonable and proportionate.
Data Processing: Where Gyre Research processes personal data on your behalf, the parties agree to the terms set forth in the Data Processing Agreement, which incorporates the Standard Contractual Clauses (SCCs) approved by the European Commission for transfers of personal data to third countries, and the UK International Data Transfer Addendum (IDTA) as applicable.
Right of Withdrawal: If you are classified as a consumer under applicable EU or UK law, you may have a statutory right of withdrawal within 14 days of entering into these Terms. This right does not apply where services have been fully performed with your prior express consent.
VAT: All fees are exclusive of VAT. Where applicable, VAT will be charged at the rate prevailing at the time of supply and itemized separately on invoices.
Australia: For Clients established in Australia, these Terms shall be governed by the laws of New South Wales, Australia. Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010) that cannot be excluded, restricted, or modified by agreement. Where liability cannot be excluded, Gyre Research's liability is limited, at its option, to re-supplying the services or paying the cost of having the services re-supplied.
Japan: For Clients established in Japan, these Terms shall be governed by the laws of Japan. Disputes shall be submitted to the exclusive jurisdiction of the Tokyo District Court. The parties agree to conduct arbitration under the rules of the Japan Commercial Arbitration Association (JCAA) where mutually agreed.
Singapore: For Clients established in Singapore, these Terms shall be governed by the laws of Singapore. Disputes shall be submitted to the exclusive jurisdiction of the courts of Singapore, or, at the election of either party, to arbitration administered by the Singapore International Arbitration Centre (SIAC) under its then-current rules.
Hong Kong SAR: For Clients established in Hong Kong, these Terms shall be governed by the laws of Hong Kong SAR. Disputes shall be submitted to the exclusive jurisdiction of the courts of Hong Kong SAR, or, at the election of either party, to arbitration administered by the Hong Kong International Arbitration Centre (HKIAC).
South Korea: For Clients established in South Korea, these Terms shall be governed by the laws of the Republic of Korea. The limitation of liability provisions in Section 10 apply only to the extent permitted under Korean law. Mandatory statutory rights under the Framework Act on Electronic Commerce and the Act on Consumer Protection in Electronic Commerce cannot be waived.
Data Localization: Where applicable local law requires that personal data or certain categories of data be stored within the relevant jurisdiction, Gyre Research will use commercially reasonable efforts to provide data residency options. Data localization requirements and available options will be specified in the Order Form or Data Processing Agreement.
Language: Where local law requires that contractual terms be provided in a local language, Gyre Research will provide a translation upon request. In the event of any conflict between the English-language version and a translated version, the English-language version shall prevail to the maximum extent permitted by applicable law.
California: If you are a California resident or entity, you acknowledge that you have been informed of your rights under the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA), as set forth in the Privacy Policy. The arbitration clause in Section 13.3 is enforceable under the Federal Arbitration Act (9 U.S.C. §§ 1–16).
New York: For Clients with a principal place of business in New York, you acknowledge that the Platform is not a registered investment advisor and does not provide investment advisory services within the meaning of the Investment Advisers Act of 1940 or the New York General Business Law.
General: The class action waiver in Section 13.3 is a material term of these Terms. If any court or arbitrator finds the class action waiver unenforceable, the arbitration clause (but only the arbitration clause) shall be null and void, and the dispute shall proceed in court.