Skip to content
Nexus Core/Governance/Terms of Service
Institutional Terms Active • Sovereign Usage Agreement

Terms of Service &
Institutional Clearing Agreement

Contractual parameters governing institutional access to quantitative terminals, non-custodial programmatic escrow smart contracts, SEC Rule 506(c) accredited diligence rooms, and multi-chain stablecoin settlement rails.

Effective Date: September 30, 2026Jurisdiction: District of Columbia, USAAAA Commercial Arbitration Enforced
Institutional PolicyCompliance Control Room

Technology Provider

Non-custodial quantitative software and settlement rails. Not an investment adviser, broker-dealer, or bank.

Programmatic Escrow

Condition-precedent smart contract execution in USDC/EURC with transparent 8.5–25.0 BPS take-rates.

OFAC & SEC 506(c)

Automated real-time sanctions screening and accredited investor verification for all deal room participants.

Binding Arbitration

Confidential dispute resolution under AAA Commercial Arbitration Rules in Washington, D.C. with class waiver.

Showing 10 of 10 articles
01
Article 01 • General & Eligibility

Binding Agreement & Corporate Authority

Anchor
Statutory agreement binding all institutional users, authorized signatories, family offices, and developers interacting with Ariadne Nexus holdings, APIs, or smart contracts.

These Terms of Service (“Terms” or “Agreement”) constitute a legally binding institutional agreement between Ariadne Nexus Holdings LLC (“Ariadne Nexus,” “Company,” “we,” “us,” or “our”), a Delaware holding company headquartered in Washington, D.C., and the institutional counterparty, corporate entity, fund, or authorized individual (“Client,” “Counterparty,” “you,” or “your”) accessing or utilizing our digital platforms, analytical software, quantitative terminals, and programmatic settlement infrastructure.

By creating an account, authenticating via Google Cloud Identity-Aware Proxy (IAP), generating API credentials, transmitting data payloads, submitting transactions to our smart contract escrow contracts, or accessing the Quantitative Terminal, you expressly acknowledge that:

  • You have read, understood, and irrevocably agree to be bound by these Terms and our companion Institutional Policy & Sovereign Governance Framework.
  • You possess full corporate power, authority, and requisite board/managerial authorization to enter into this Agreement and legally bind your organization.
  • Your execution of transactions or analytical modeling does not violate any statutory charter, agreement, indenture, or judicial decree binding upon your entity.
Institutional Standard
All access is strictly commercial and institutional. The platform is not intended for unaccredited retail consumer use.
02
Article 02 • General & Eligibility

Platform Scope & Technology Provider Status

Anchor
Clarification of technology and software provider status; non-custodial architecture; explicit disclaimer of broker-dealer, investment adviser, or depository bank status.

Ariadne Nexus develops, licenses, and maintains high-performance quantitative valuation engines, cryptographic real-world asset (RWA) title registry software, and multi-chain programmatic clearing protocols.

Technology Provider Disclaimer

Ariadne Nexus is solely a financial technology infrastructure and computational software provider. Ariadne Nexus is NOT an SEC-registered investment adviser (RIA), broker-dealer, commodities futures intermediary, depository bank, trust company, or qualified custodian.

No platform feature, quantitative simulation, hedonic score, Markov stress output, or algorithmic report constitutes investment advice, financial planning, a recommendation to buy or sell securities, an underwriting commitment, or an offer of public securities. Counterparties are solely responsible for conducting independent legal, financial, accounting, and tax diligence before executing any alternative asset acquisition, collateral pledge, or capital deployment.

03
Article 03 • Compliance & Sanctions

Accredited Investor & Institutional Eligibility

Anchor
Eligibility criteria under SEC Rule 506(c), Qualified Purchaser standards, corporate onboarding diligence, and immediate suspension rights.

Access to specific platform modules—including the Institutional Data Room (VDR), Forensic Matcher deal rooms, and syndicated RWA debt tranches—is strictly contingent upon satisfying United States or equivalent foreign accredited investor qualifications:

SEC Rule 506(c) Accreditation Standards

Counterparties engaging in alternative asset syndication must qualify as an “Accredited Investor” as defined under Rule 501 of Regulation D under the Securities Act of 1933, or as a “Qualified Purchaser” under Section 2(a)(51) of the Investment Company Act of 1940.

Continuous Verification & Re-Certification

Ariadne Nexus reserves the right to request third-party verification letters (from licensed attorneys, CPAs, or SEC-registered broker-dealers) verifying accreditation status. Failure to provide verification upon request results in immediate de-authorization from private deal rooms.

04
Article 04 • Financial & Escrow

Subscriptions, Retainers & Take-Rate Clearing

Anchor
Enterprise SaaS licenses ($5k–$50k/mo), analytical audit retainers, 8.5–25.0 BPS clearing take-rates, Stripe processing, and non-refundable computational fees.

Ariadne Nexus deploys a transparent 3-layer monetization model governed by the following commercial terms:

Layer 1: Enterprise SaaS Licensing$5,000 – $50,000 / mo

Provides dedicated access to the Quantitative Terminal, Monte Carlo Poisson jump engines, and private API instances. Subscriptions renew automatically every 30 days unless canceled via the Stripe Customer Portal 3 business days prior to renewal.

Layer 2: Commercial Diligence & Credit Audits$2,500 – $4,950 / audit

Forensic portfolio audits ($4,950) and institutional credit underwriting memos ($2,500) are billed upon engagement. Computational dispatch and forensic processing initiate immediately; retainers are non-refundable once computational dispatch has begun.

Layer 3: Automated Clearing Take-Rates8.5 – 25.0 BPS

All transactions routed through programmatic escrow clearing rails incur an automated platform take-rate between 8.5 BPS and 25.0 BPS deducted atomically upon smart contract execution. Certified Broker Partner Program participants receive automated volume rebates of 15% to 35% of take-rates credited to their registered settlement wallets.

Credit card and ACH payment processing is handled through Ariadne Nexus Holdings Stripe Merchant Account (`acct_1U0DiGBUlDB0w6hX`). Counterparties agree to maintain valid payment methods on file; overdue balances incur a 1.5% monthly late fee or the statutory maximum.

05
Article 05 • Financial & Escrow

Smart Contract Escrow & Settlement Mechanics

Anchor
Deterministic smart contract condition-precedent release, multi-chain USDC/EURC atomic settlement, blockchain finality, and dispute holding protocols.

Alternative asset settlements routed through Ariadne Nexus clearing rails operate on deterministic smart contracts deployed across Ethereum, Base, Polygon, Arbitrum, and Solana:

Condition-Precedent Escrow Execution

Escrow funds deposited into our smart contracts are locked in non-custodial custody. Release of settlement capital to the seller/originator requires the automated fulfillment of verified conditions: (a) client-side cryptographic SHA-256 asset title transfer confirmation, (b) dual multi-signature authorization from verified counterparties, and (c) absence of active OFAC or forensic sanctions flags.

Blockchain Finality & Gas Execution Risks

Counterparties acknowledge that blockchain transactions are irreversible once confirmed by network consensus. Ariadne Nexus is not liable for blockchain protocol forks, network reorganizations, gas price spikes, network outages, or erroneous recipient wallet addresses provided by counterparties.

Dispute Freezes & Arbitration Hold

In the event of a verified title defect, conflicting FAA lien filing, or contested ownership claim prior to escrow release, either counterparty may initiate a cryptographic Escrow Hold. Smart contract funds remain locked until resolution via mutual cryptographic agreement or an enforceable arbitration award under Section 10.

06
Article 06 • Compliance & Sanctions

Sanctions Compliance, OFAC Invariants & AML

Anchor
Mandatory representations regarding OFAC SDN lists, FinCEN AML/BSA protocols, prohibited jurisdictions, and zero-liability termination upon sanctions detection.

Counterparty explicitly represents, warrants, and covenants that neither it, nor any of its subsidiaries, beneficial owners, officers, directors, or authorized signatories:

  • Is listed on any sanctions list maintained by the U.S. Office of Foreign Assets Control (OFAC), including the Specially Designated Nationals (SDN) and Blocked Persons List;
  • Is organized under the laws of, or ordinarily resident in, any country or territory subject to comprehensive U.S. economic sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea/Donetsk/Luhansk regions);
  • Derives any funds deposited into platform escrow rails from illicit or money laundering activities in violation of the Bank Secrecy Act (BSA) or USA PATRIOT Act.
Automatic Sanctions Termination GateAriadne Nexus continuously runs automated real-time screening across all active counterparty identifiers and wallet addresses. Any verified sanctions match empowers Ariadne Nexus to immediately suspend credentials, freeze pending smart contract interactions, and file required reports with regulatory authorities without liability to the counterparty.
07
Article 07 • Intellectual Property

Proprietary IP, Model Weights & Trade Secrets

Anchor
Exclusive ownership of quantitative engines, hedonic valuation weights, and UI components; strict prohibition against reverse engineering, decompiling, or model extraction.

Exclusive Company Ownership

All patents, copyrights, trade secrets, trademarks, software code, quantitative algorithms, hedonic regression decomposition weights, Markov transition matrices, jump-diffusion stochastic equations, UX components, and technical documentation within Ariadne Nexus are and remain the exclusive property of Ariadne Nexus Holdings LLC.

Strict Restrictive Covenants

Counterparty expressly agrees that it shall not, directly or indirectly:

No Reverse Engineering:Decompile, disassemble, reverse engineer, or attempt to derive the underlying mathematical weights, source code, or heuristics of any Nexus engine.
No Model Scraping:Systematically scrape, harvest, extract, or feed platform analytical outputs into external machine learning or LLM models without prior written consent.
No Derivative Works:Create derivative valuation software, competitive alternative asset clearing rails, or automated arbitrage bots that mirror proprietary terminal feeds.
No Header Forgery:Forge authentication tokens, bypass Identity-Aware Proxy (IAP) gates, or spoof Zero-Trust client credentials.
08
Article 08 • General & Eligibility

Acceptable Use & Perimeter Defense

Anchor
Perimeter security rules, rate limit compliance, denial-of-service prevention, and immediate access revocation for hostile security actions.

Ariadne Nexus enforces strict infrastructure security across all endpoints. You agree to use the platform solely for lawful institutional purposes and adhere to the following rules:

  • Rate Limiting & API Hygiene: You shall respect published API rate limits. Aggressive polling, automated denial-of-service scripts, or attempts to saturate Cloud Run endpoints will trigger immediate IP and subnet blacklisting by Google Cloud Armor.
  • Zero-Trust Credential Integrity: Credentials, OAuth tokens, and IAP sessions are personal to your authorized corporate signatories. Sharing credentials across unauthorized external third parties is strictly prohibited.
  • Immediate Access Revocation: In accordance with our security directives, any user associated with identified security threats, unauthorized scraping rings, or revoked organizations is subject to immediate 403 Forbidden termination across all routes.
09
Article 09 • Liability & Arbitration

Disclaimers of Warranty & Limitation of Liability

Anchor
As-is provision, exclusion of indirect and consequential damages, and 12-month contractual liability cap.
Disclaimer of Warranties (“As-Is” Provision)

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, TERMINAL, QUANTITATIVE MODELS, AND SMART CONTRACT ESCROW PROTOCOLS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

Exclusion of Consequential Damages

IN NO EVENT SHALL ARIADNE NEXUS HOLDINGS LLC, ITS AFFILIATES, OFFICERS, DIRECTORS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, OR TRADING LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PLATFORM OR SMART CONTRACT CLEARING RAILS.

Contractual Liability Cap

IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF ARIADNE NEXUS UNDER THIS AGREEMENT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE COUNTERPARTY TO ARIADNE NEXUS IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10
Article 10 • Liability & Arbitration

Governing Law, Mandatory Arbitration & Legal Notice

Anchor
Governing law under District of Columbia statutes; mandatory binding AAA commercial arbitration in Washington, D.C.; class action waiver.

Governing Law

This Agreement, and all claims or causes of action arising out of or relating to this Agreement or platform use, shall be governed by and construed in accordance with the substantive laws of the District of Columbia, United States, without regard to principles of conflicts of law.

Mandatory Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, including the formation, interpretation, breach, or termination thereof, shall be submitted to and finally resolved by confidential binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.

  • The seat and venue of arbitration shall be Washington, District of Columbia, United States.
  • The arbitration shall be conducted before a single commercial arbitrator with at least 10 years of experience in financial technology or alternative asset markets.
  • The arbitrator’s award shall be final and binding, and judgment upon the award may be entered in any court having competent jurisdiction.

Class Action & Jury Trial Waiver

YOU AND ARIADNE NEXUS EXPRESSLY AGREE THAT ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. BOTH PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

Legal & Governance Notice Address

Ariadne Nexus Holdings LLC — Office of the General Counsel
Headquarters: Washington, District of Columbia, United States
Executive Inquiries: core@ariadnenexus.com

Institutional Diligence & Partner Onboarding

Broker partners, liquidity syndicates, and sovereign wealth advisors may review co-branded escrow deal rooms, take-rate rebate schedules, and compliance protocols.

Broker Partner Rails
Ariadne Nexus Holdings Office of General Counsel