License

Summary

This software is free to use if you are a single fund management company running your own operations — that includes all of your funds, SPVs, and internal team members. You can modify it and deploy it on your own infrastructure. If you are a fund administrator, outsourced CFO, consultant, or any kind of service provider using this software across multiple clients or management companies, you need a paid commercial license.

You also cannot resell it, white-label it, offer it as SaaS, or bundle it into another product. All intellectual property stays with Unstructured Ventures, LLC. The software is provided as-is with no warranties, and liability is capped at $100. If you violate the terms, your license ends immediately.

For commercial licensing, reach out to hello@hemrock.com.

1. Definitions

“Software” means the source code, object code, documentation, configuration files, database schema, and all related materials provided under this License.

“Licensor” means Unstructured Ventures, LLC.

“Fund Entity” means a single legal management company, general partner entity, or affiliated group of entities under common control that operates one or more investment funds, special purpose vehicles (SPVs), or investment vehicles.

For purposes of clarity:

• Multiple funds operated by the same management company constitute one Fund Entity.
• Multiple SPVs operated by the same management company constitute one Fund Entity.
• Separate management companies, even if owned by the same or similar individuals, constitute separate Fund Entities.

“Internal Use” means use of the Software solely by employees, partners, members, or contractors of a single Fund Entity for that Fund Entity's own internal operations.

“Service Provider” means any person or entity that provides services to two or more Fund Entities.

“Commercial Use” means any use of the Software that involves one or more of the following:

• Use across more than one Fund Entity;
• Use to provide services to third parties;
• Use as part of a managed, hosted, software-as-a-service (SaaS), or white-labeled offering;
• Embedding within or incorporation into another commercial product or service.

2. Free License Grant (Single Fund Entity)

Subject to the terms and conditions of this License, Licensor hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to:

1. Use the Software for Internal Use by one Fund Entity;
2. Modify the Software for Internal Use;
3. Deploy the Software on infrastructure controlled by that Fund Entity; and
4. Operate the Software across multiple funds and SPVs managed by that Fund Entity.

This license grant applies to one Fund Entity only. Use by or on behalf of any additional Fund Entity requires a separate Commercial License.

3. Prohibited Uses

Without a separate written Commercial License from Licensor, you may not:

1. Use the Software across multiple unrelated management companies or Fund Entities;
2. Use the Software to provide services to clients or third parties;
3. Host, operate, or manage the Software on behalf of third parties;
4. Offer the Software as a software-as-a-service (SaaS) product;
5. White-label, rebrand, or relabel the Software;
6. Distribute, sublicense, or otherwise make the Software available to any third party;
7. Incorporate the Software into another commercial product or service; or
8. Use the Software in a manner that competes with Licensor's consulting, licensing, or software business.

4. Commercial License

A Commercial License is required if any of the following apply to your use of the Software:

• You are a fund administrator using the Software across client accounts;
• You are an outsourced CFO firm or accounting service provider;
• You provide reporting, analytics, or portfolio management services to third-party fund managers;
• You operate the Software on behalf of multiple client fund managers; or
• You deploy the Software across multiple independent management companies or Fund Entities.

Commercial License terms shall be set forth in a separate written agreement between you and Licensor.

For commercial licensing inquiries, contact hello@hemrock.com.

5. Modifications

You may modify the Software solely for Internal Use by one Fund Entity in accordance with Section 2. You may not distribute, publish, or otherwise make available any modified version of the Software without a Commercial License.

6. Ownership and Intellectual Property

The Software is licensed, not sold. Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights therein. Nothing in this License conveys any ownership interest in the Software to you. Any modifications you make to the Software do not transfer ownership of the underlying Software or its intellectual property to you.

7. No Warranty

The Software is provided “as is,” without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and noninfringement. Licensor makes no warranty that the Software will be error-free, uninterrupted, or free of harmful components.

8. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Licensor 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 this License or the Software, regardless of the theory of liability.

Licensor's total aggregate liability under this License shall not exceed one hundred U.S. dollars (USD $100.00).

9. Termination

This License is effective until terminated. Your rights under this License terminate automatically and immediately, without notice from Licensor, if you fail to comply with any term of this License. Upon termination, you must cease all use of the Software and destroy all copies in your possession or control.

Licensor reserves the right to terminate this License at any time for any reason upon thirty (30) days' written notice.

Sections 6, 7, 8, and 10 shall survive any termination of this License.

10. General Provisions

Governing Law. This License shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

Entire Agreement. This License constitutes the entire agreement between you and Licensor with respect to the Software and supersedes all prior or contemporaneous understandings or agreements, whether written or oral, regarding the Software.

Severability. If any provision of this License is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver. The failure of Licensor to enforce any right or provision of this License shall not constitute a waiver of such right or provision.

Assignment. You may not assign or transfer this License or any rights granted hereunder without the prior written consent of Licensor. Licensor may assign this License without restriction.