Terms of Service

Acceptance of these terms

These Terms of Service govern access to and use of the Ellis platform, including the software, integrations, and services we provide to private credit funds, direct lenders, and their personnel. By accessing the platform, signing an order form with Ellis, Inc., or otherwise using our services, you agree to be bound by these terms on behalf of yourself and the fund you represent.

Where a separate master subscription agreement, data processing addendum, or order form has been executed between Ellis and your fund, that agreement controls in the event of any conflict with these terms. These terms are intended to set the baseline relationship for all users of the platform.

The Ellis service

Ellis is an AI-native operations platform built for private credit funds. The service connects to loan accounting systems, fund administrators, general ledger and ERP systems, data rooms, and borrower portals you authorize, ingests the data those systems hold, and produces reconciled portfolio views, investment committee memos, LP reports, and quarterly valuation packs with each figure source-linked back to the underlying system of record.

We may update, expand, or refine the platform from time to time. Material changes that meaningfully reduce functionality your fund relies on will be communicated in advance through your account team or the email address on file for your administrator.

Accounts and access

Access to the platform is granted on a per-seat basis to named individuals authorized by your fund. You are responsible for keeping credentials confidential, for the activity of users provisioned under your tenant, and for promptly notifying Ellis of any unauthorized access or suspected compromise of an account.

Administrators control role-based access, single sign-on, and information barriers within their tenant. Ellis personnel will not access customer data outside of audited, customer-approved support requests, and every such access is logged.

Customer data and confidentiality

Loan tapes, borrower financials, fund administrator extracts, GL records, LP information, and any other materials your fund or its authorized integrations transmit to the platform remain the property of your fund. Ellis processes that data solely to provide the service to you. We do not use customer data to train shared or third-party foundation models, and we do not sell, rent, or repurpose customer data for any other use.

Encryption in transit and at rest, single-tenant deployment options, SOC 2 Type II controls, and the per-fund data boundary described in our security documentation apply to all customer data held in the platform. The data processing addendum executed with your fund governs any processing of personal data subject to applicable privacy law.

Acceptable use of the platform

You agree to use Ellis only for lawful purposes and only in connection with the operation, financing, and reporting of your fund. You will not attempt to reverse engineer, scrape, or circumvent the technical or contractual controls of the platform, nor use the service to process data your fund does not have the right to process.

Outputs Ellis produces are intended to support, not replace, the judgment of qualified finance, operations, and investment professionals. Every figure on the platform is source-linked back to the underlying system of record, and your fund retains responsibility for review and approval of any material that ships to an investment committee, an LP, an auditor, or a regulator.

Fees and payment

Fees, billing cadence, payment terms, and renewal mechanics are set out in the order form executed between Ellis and your fund. Unless otherwise stated, fees are payable in U.S. dollars within thirty days of invoice. Late payment may result in suspension of the service after written notice and a reasonable opportunity to cure.

Intellectual property

Ellis retains all rights in the platform, the underlying software, the models we operate, and any improvements derived from aggregated, de-identified usage data. Your fund retains all rights in customer data, and in any analyses, memos, or reports Ellis generates from that customer data within your tenant.

Warranties and disclaimers

Ellis warrants that it will provide the service in a professional manner consistent with industry standards for institutional financial software, and that it will maintain the security and operational controls described in its current SOC 2 Type II report.

Except as expressly set forth in these terms or an executed master agreement, the service is provided on an as-is basis. Ellis is not a registered investment adviser, accountant, or auditor, and outputs from the platform do not constitute investment, accounting, legal, tax, or regulatory advice.

Limitation of liability

To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, consequential, special, or punitive damages arising from these terms or use of the service. Each party's aggregate liability for direct damages is capped at the fees paid or payable to Ellis in the twelve months preceding the event giving rise to the claim, except in cases of fraud, willful misconduct, or breach of confidentiality obligations.

Term and termination

These terms remain in effect for as long as your fund accesses the platform or holds an active subscription. Either party may terminate for material breach that remains uncured after thirty days of written notice.

On termination, customer data will be returned in a structured, machine-readable format and then purged from the platform within the retention window set out in your master agreement. Provisions intended to survive termination, including those covering confidentiality, intellectual property, and limitation of liability, will continue in force.

Governing law and disputes

These terms are governed by the laws of the State of New York, without regard to conflict of law principles. The parties agree to the exclusive jurisdiction of the state and federal courts located in New York County, New York, for the resolution of any disputes that cannot be settled through good-faith discussion between the parties.

Changes to these terms

Ellis may update these terms from time to time to reflect changes in the platform, our security posture, or applicable law. Material changes will be communicated to your fund administrator at the email address on file at least thirty days before they take effect. Continued use of the platform after the effective date of an updated version constitutes acceptance of the revised terms.