Effective Date: Upon First API Use
Version: 2.4
Last Updated: May 2026
BY MAKING ANY API REQUEST, ACCESSING THE WEB INTERFACE, OR OTHERWISE USING THE ADVISORY API SYSTEMS LLC PORTFOLIO OPTIMIZATION API (“API” OR “SERVICE”), YOU (“USER,” “CLIENT,” “YOU,” OR “YOUR”) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS SET FORTH IN THIS USER AGREEMENT (“AGREEMENT”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE.
1.1 “Advisory API Systems” or “Company” means Advisory API Systems LLC, a California limited liability company registered as an investment advisor with the State of California (CRD #330083).
1.2 “API” means the portfolio optimization application programming interface and web interface provided by Advisory API Systems, including all endpoints, documentation, and related tools.
1.3 “API Use” means each individual request made to the API (whether via programmatic API call or web interface submission) that results in a response, whether successful or unsuccessful due to data errors (excluding system errors caused by Company infrastructure).
1.4 “API Data” means all data, output, recommendations, and information delivered through the API in response to User requests.
1.5 “Billing Period” means each calendar month during which User has access to the Service.
1.6 “Effective Date” means the date on which User first uses the API.
1.7 “End User” means any individual or entity to whom an RIA Client provides services utilizing API Data.
1.8 “Individual Client” means an individual member of the public who uses the API or web interface to obtain portfolio optimization recommendations for their own personal use.
1.9 “RIA Client” means a registered investment adviser (or supervised person thereof) who uses the API to obtain portfolio optimization recommendations in a business-to-business capacity for use in serving their own clients (End Users).
1.10 “User,” “Client,” “you,” or “your” means the RIA Client or Individual Client, as applicable, who accesses or uses the Service.
1.11 “User Data” means all data, information, and inputs provided by User to the API.
2.1 Two Categories of Clients. Advisory API Systems provides portfolio optimization analysis, including specific securities allocations and strategy recommendations, to two categories of clients: (a) RIA Clients in a business-to-business capacity, and (b) Individual Clients in a business-to-consumer capacity.
2.2 RIA Clients. When the Company provides investment advice to an RIA Client, the advisory relationship is with the RIA Client—not with the RIA Client’s clients (“End Users”). The RIA Client, as a licensed fiduciary, exercises independent professional judgment in determining whether and how to implement any API outputs for End Users. The Company has no contractual, advisory, or fiduciary relationship with End Users. The Company does not know the identities of End Users and does not communicate with them.
2.3 Individual Clients. When the Company provides investment advice to an Individual Client, the Company has a direct advisory and fiduciary relationship with the Individual Client. This means the Company must act in the Individual Client’s best interest, must not place the Company’s interests ahead of the Individual Client’s interests, and must provide advice that is suitable based on the information the Individual Client provides. Individual Clients receive portfolio allocation recommendations and are solely responsible for deciding whether and how to implement those recommendations. The Company does not have discretionary authority over any Individual Client accounts.
2.4 RIA Client Acknowledgments. If you are an RIA Client, you acknowledge and agree that:
(a) API outputs require professional evaluation before implementation;
(b) You retain full responsibility for advice provided to End Users;
(c) You must determine suitability of any recommendations for each End User;
(d) You may modify, reject, or supplement API outputs as appropriate;
(e) The Company’s registration covers only its relationship with you, not End Users.
2.5 Individual Client Acknowledgments. If you are an Individual Client, you acknowledge and agree that:
(a) API outputs are generated by mathematical algorithms based on the data you provide;
(b) The quality and appropriateness of recommendations depend on the accuracy and completeness of the data you enter;
(c) You are solely responsible for deciding whether to implement the recommendations;
(d) The Company does not have discretionary authority over your accounts;
(e) You should consider consulting with a qualified financial adviser if you are unsure about any recommendation;
(f) All investments involve risk, including possible loss of principal.
2.6 Form ADV Delivery. Advisory API Systems delivers its Form ADV Part 2A (Firm Brochure) and Form ADV Part 2B (Brochure Supplement) to all Clients as follows:
(a) Individual Clients: Hyperlinks to the current Form ADV Part 2A and Form ADV Part 2B are prominently displayed on the web interface at https://www.ria.us/api/api.html and on the Company’s home page at https://www.ria.us. Individual Clients are presented with these hyperlinks and asked to acknowledge that they have read and understood both documents before submitting any API request or payment. By clicking the “Run ALLOCATOR℠ Now” button, the Individual Client acknowledges receipt and review of the Form ADV Part 2A and Form ADV Part 2B.
(b) RIA Clients: Prior to issuing an Access Token, the Company delivers to each RIA Client applicant, by email to the applicant’s billing email address, an onboarding message containing hyperlinks to the current Form ADV Part 2A, Form ADV Part 2B, this Agreement, the Privacy Policy, and each document incorporated by reference under Section 16. Delivery is effective on transmission. Prior to or together with the issuance of an Access Token, the applicant must reply to the onboarding email with a written acknowledgment of receipt and review of the Form ADV Part 2A and Form ADV Part 2B and an affirmative agreement to be bound by this Agreement (the “Onboarding Acknowledgment”). RIA Clients may also access these documents at any time at https://www.ria.us.
(c) Annual Updates: Updated versions of the Form ADV Part 2A and Form ADV Part 2B are made available at the URLs above. Material changes are communicated to Clients in accordance with applicable regulations.
(d) Additional Copies: Copies of the Form ADV Part 2A and Form ADV Part 2B are available at any time upon request to [email protected] and at www.adviserinfo.sec.gov (CRD #330083).
2.7 Spousal Representation and Authority. When a Client provides personal and financial information about a spouse through the API or web interface (“Submitting Client”), the following provisions apply:
(a) Representation of Authority. By entering a spouse’s information and clicking the “Run ALLOCATOR℠ Now” button (or submitting a request via the API that includes spouse data), the Submitting Client represents and warrants that the Submitting Client has the legal authority to act on behalf of the spouse for all of the following purposes: (i) providing the spouse’s personal and financial information to the Company; (ii) receiving and acknowledging the Company’s Form ADV Part 2A, Form ADV Part 2B, Privacy Policy, and all other disclosure documents on the spouse’s behalf; (iii) entering into this Agreement on the spouse’s behalf; and (iv) consenting to the collection and processing of the spouse’s personal information as described in the Privacy Policy and Data Processing Agreement.
(b) Obligation to Share Disclosures. The Submitting Client agrees to provide the spouse with copies of, or access to, the Company’s Form ADV Part 2A, Form ADV Part 2B, User Agreement, and Privacy Policy, and to inform the spouse of the five-business-day right to terminate without penalty described in Section 5.7.
(c) Spouse as Client. The spouse is considered a Client of the Company for purposes of this Agreement. The Company owes the same fiduciary duties to the spouse as to the Submitting Client with respect to the household portfolio optimization recommendations generated by ALLOCATOR℠.
(d) Household-Level Recommendations. The Submitting Client acknowledges that the portfolio optimization recommendations generated by ALLOCATOR℠ are household-level recommendations that consider the financial circumstances of both the Submitting Client and the spouse. Both the Submitting Client and the spouse should review and understand the recommendations before acting on them.
(e) No Authority. If the Submitting Client does not have the authority described in subsection (a), the Submitting Client must not enter the spouse’s information. In such cases, the spouse should contact the Company directly at [email protected] or use the web interface independently.
(f) Indemnification. The Submitting Client’s indemnification obligations under Section 13 extend to any claims arising from the Submitting Client’s lack of authority to act on the spouse’s behalf, including but not limited to any claims by the spouse.
3.1 Limited License. Subject to the terms of this Agreement, Advisory API Systems grants User a limited, non-exclusive, non-transferable, revocable license to:
(a) Access and use the API solely for User’s own purposes (and, in the case of RIA Clients, to provide investment advisory services to End Users);
(b) Store API Data as reasonably necessary for User’s own purposes (and, in the case of RIA Clients, to provide services to End Users); and
(c) Display and communicate API Data in connection with investment decisions (and, in the case of RIA Clients, in connection with investment advisory services to End Users).
3.2 Restrictions. User shall NOT:
(a) Sublicense, sell, resell, rent, lease, or otherwise transfer rights to the API or API Data to any third party, except as expressly permitted for RIA Client services to End Users;
(b) Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or methodologies underlying the API;
(c) Use the API to create a competing product or service;
(d) Circumvent any security features, rate limits, or access controls;
(e) Use the API for any unlawful purpose or in violation of any applicable laws or regulations;
(f) Use the API in any manner that could damage, disable, or impair the Service; or
(g) Cache or store API Data beyond what is reasonably necessary.
4.1 Access Credentials. Advisory API Systems authenticates API requests using a bearer token issued to User (the “Access Token”), transmitted in the X-User-Token HTTP header. Access Tokens are generated from a cryptographically secure random source (256 bits of entropy) and are stored on Advisory API Systems’ infrastructure only as salted cryptographic hashes (SHA-256); plaintext Access Tokens are delivered to User once, at issuance, and are not thereafter retained by Advisory API Systems. Accordingly, User acknowledges that:
(a) Custody. User is solely responsible for maintaining the confidentiality and security of User’s Access Token, including safeguarding it against unauthorized disclosure, theft, copying, and use. User shall treat the Access Token as User’s own confidential credential comparable to a password;
(b) Attributed Activity. All activity authenticated with User’s Access Token is conclusively attributed to User for purposes of billing, record-keeping, and this Agreement, regardless of the per-call price applicable to that activity. User is responsible for all such activity, including any activity resulting from unauthorized use of User’s Access Token, until Advisory API Systems has received notification pursuant to subsection (c) and has had a reasonable opportunity to revoke the Access Token. User acknowledges that, because each individual API Use is a relatively small dollar amount, individual disputed charges may be impractical to investigate on a per-call basis; the parties accordingly agree that the Stripe metered-usage record and Advisory API Systems’ API usage logs (which include the last eight (8) characters of the Access Token used) shall be conclusive evidence of attribution absent manifest error;
(c) Prompt Notification. User shall notify Advisory API Systems without undue delay, and in no event later than twenty-four (24) hours after discovery or reasonable suspicion, of any actual or suspected loss, theft, compromise, or unauthorized use of User’s Access Token, by email to [email protected] with subject line “SECURITY — Credential Compromise”;
(d) Rotation and Revocation. User may request rotation of User’s Access Token at any time; Advisory API Systems will issue a replacement Access Token and revoke the prior one. Revocations do not require advance notice to User where the revocation is in response to actual or suspected credential compromise, abuse, or violation of this Agreement. Advisory API Systems may also rotate or revoke Access Tokens on its own initiative where it reasonably believes a credential has been compromised, where it observes a pattern of use inconsistent with subsection (g) below, or as required by applicable law;
(e) Prohibited Sharing. User shall not share Access Tokens among multiple individuals, accounts, or systems not authorized under this Agreement, shall not embed Access Tokens in publicly-accessible code repositories or client-side applications, and shall not transmit Access Tokens over unencrypted channels;
(f) Single-Firm, Non-Transferable. Each Access Token is issued to a single RIA Client (a single firm, or a single individual supervised person) and is non-transferable. User shall not assign, sublicense, sell, lease, or otherwise transfer an Access Token, in whole or in part, to any other entity or individual, whether affiliated or not. Use of an Access Token by an entity other than the RIA Client to which it was issued is a material breach of this Agreement;
(g) Permitted Use. User may use User’s Access Token solely to provide investment advisory services to End Users with whom User has a direct, established advisory relationship in User’s capacity as an RIA Client. User shall not use the Access Token (i) to provide services to any person or entity who is a client of any RIA other than User, (ii) to operate a service-bureau, white-label, or resale arrangement that puts the API in front of third-party advisers or their clients, or (iii) to circumvent or arbitrage the per-use fee schedule applicable to Individual Clients (for example, by collecting household data from non-clients and submitting it under User’s Access Token).
4.2 Rate Limits. Advisory API Systems imposes a per-Access-Token rate limit of twenty (20) /allocator requests per rolling sixty (60)-minute window for RIA Clients. Requests in excess of this limit receive an HTTP 429 response and are not billed. The rate limit is intended to protect the Service from runaway scripts and credential-compromise abuse and is set well above the volume associated with normal advisory workflows. Company reserves the right to modify rate limits with thirty (30) days’ written notice, except that Company may impose lower or token-specific limits at any time without prior notice in response to actual or suspected abuse, security incidents, or capacity events.
4.3 Availability. Advisory API Systems will use commercially reasonable efforts to maintain API availability. Service levels are set forth in the Service Level Agreement, which is incorporated herein by reference.
4.4 Modifications. Advisory API Systems reserves the right to modify, update, or discontinue any aspect of the API with reasonable notice. Material changes to the API will be communicated at least thirty (30) days in advance when practicable.
4.5 Eligibility for Access Tokens (RIA Clients). Access Tokens are issued only to applicants who satisfy each of the following criteria, as determined by Advisory API Systems in its reasonable discretion:
(a) Registration. The applicant is a registered investment adviser (firm) or an investment adviser representative or other supervised person of a registered investment adviser, registered with the State of California or, if and when Advisory API Systems broadens its registration footprint, with another U.S. jurisdiction in which Advisory API Systems is registered or notice-filed;
(b) Active CRD. The applicant has an active CRD number that Advisory API Systems can verify on the SEC/FINRA Investment Adviser Public Disclosure (IAPD) system at the time of issuance;
(c) Executed Documentation. The applicant has executed this Agreement (including any incorporated schedules) and has a Stripe customer record on file with Advisory API Systems sufficient to support metered billing under Section 5. For RIA Client applicants, execution of this Agreement occurs on the date Advisory API Systems receives the Onboarding Acknowledgment described in Section 2.6(b);
(d) Intended Use. Based on the information provided by the applicant, Advisory API Systems has no reasonable basis to believe the Access Token will be used in a manner inconsistent with Section 4.1(f) (single-firm, non-transferable) or Section 4.1(g) (permitted use).
Advisory API Systems may decline to issue an Access Token, or may decline to renew an existing Access Token, where any of the foregoing criteria is not met or ceases to be met. Loss of registration, lapse of CRD status, or any other change that causes the applicant or User to fail criterion (a) or (b) is a continuing-eligibility failure under Section 6.2 and obligates User to notify Advisory API Systems and cease use of the API.
5.1 Per-Use Fees. User shall pay the per-API-Use fees set forth in Schedule A to this Agreement. Schedule A specifies:
(a) for Individual Clients, a flat fee per successful API Use, charged at the time of each API Use; and
(b) for RIA Clients, a graduated tier schedule applied per calendar month, with the per-call price determined by the cumulative number of successful API Uses recorded against User’s Stripe customer record during that calendar month.
The schedule of fees in Schedule A may be amended from time to time pursuant to Section 5.5 without amending the body of this Agreement.
5.2 Billing.
(a) RIA Clients: Advisory API Systems will charge RIA Clients monthly in arrears via the payment method on file with Stripe, Inc. (“Stripe”), the Company’s payment processor. The default payment method on User’s Stripe customer record is automatically charged when each monthly Stripe invoice closes. RIA Clients are responsible for keeping a valid payment method on file at all times during the term of this Agreement. By keeping a payment method on file with Stripe, RIA Client authorizes Advisory API Systems to charge that payment method, through Stripe, for fees due under this Agreement.
(b) Individual Clients: Payment is collected at the time of each API Use via credit card or other electronic payment method accepted by Advisory API Systems.
5.3 Failed Charges. If an automatic charge against User’s payment method on file fails, Stripe will retry the charge in accordance with its standard retry schedule. If the charge remains unpaid after Stripe’s retry attempts have been exhausted, Advisory API Systems may, in its discretion: (i) suspend User’s Access Token until the outstanding balance is paid; (ii) require User to provide a different payment method; or (iii) terminate this Agreement under Section 14. Amounts that remain unpaid for more than thirty (30) days after the original charge attempt shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.
5.4 Taxes. All fees are exclusive of taxes. User is responsible for all applicable sales, use, value-added, and other taxes, excluding taxes based on Advisory API Systems’ net income.
5.5 Price Changes. Advisory API Systems may modify pricing with sixty (60) days’ written notice. Continued use of the API after the effective date of any price change constitutes acceptance of the new pricing.
5.6 No Refunds. All fees are non-refundable except as expressly provided in this Agreement or required by applicable law.
5.7 Five-Business-Day Right to Terminate Without Penalty. Because the Company’s Form ADV Part 2A may be delivered to Clients at the time of, rather than at least 48 hours before, entering into this Agreement, Clients have the right, pursuant to California Code of Regulations, Title 10, Section 260.237, to terminate this Agreement without penalty within five (5) business days after the date this Agreement becomes effective as to such Client.
(a) Individual Clients. This Agreement becomes effective as to an Individual Client on the date of the Individual Client’s first API Use. If an Individual Client exercises the termination right, the Company will refund any fees paid by the Individual Client during the five-business-day period.
(b) RIA Clients. This Agreement becomes effective as to an RIA Client on the date the Company receives the Onboarding Acknowledgment described in Section 2.6(b). If an RIA Client exercises the termination right, the Company will (i) cancel the RIA Client’s metered subscription with Stripe effective immediately, (ii) revoke the RIA Client’s Access Token, and (iii) waive all per-API-Use fees attributable to API Uses occurring during the five-business-day period.
(c) Exercise. To exercise the termination right under this Section 5.7, the Client must notify the Company in writing (by email to [email protected]) within the five-business-day period.
6.1 Eligibility. Because Advisory API Systems is registered as an investment adviser only in California, User represents and warrants that:
(a) If User is a registered investment adviser entity (RIA Client), User’s principal place of business is in California;
(b) If User is an individual acting as a supervised person of a registered investment adviser (RIA Client), User resides in California;
(c) If User is an individual member of the public (Individual Client), User resides in California.
6.2 Continuing Obligation. User’s representations under Section 6.1 are continuing obligations. User shall promptly notify Advisory API Systems if User’s place of residence or principal place of business changes such that User no longer meets the eligibility requirements. User shall immediately cease using the API upon any change that renders User ineligible.
6.3 Regulatory Compliance (RIA Clients). If you are an RIA Client, you represent and warrant that:
(a) You hold all licenses, registrations, and authorizations required to provide investment advisory services in all jurisdictions where you operate;
(b) You will use the API and API Data in compliance with all applicable federal and state securities laws and regulations, including but not limited to the Investment Advisers Act of 1940 and applicable state investment adviser laws;
(c) You maintain appropriate compliance policies and procedures.
6.4 End User Disclosures (RIA Clients). If you are an RIA Client, you shall provide appropriate disclosures to End Users regarding:
(a) The source and nature of portfolio optimization recommendations;
(b) The limitations and risks of algorithmic investment advice;
(c) Any other disclosures required by applicable law or regulation.
6.5 User Data Accuracy. User is solely responsible for the accuracy, completeness, and appropriateness of all User Data provided to the API. User acknowledges that API Data quality depends on User Data quality.
6.6 Suitability and Independent Judgment (RIA Clients). If you are an RIA Client, you remain solely responsible for determining the suitability of any investment recommendations for End Users. You shall exercise independent professional judgment in evaluating API outputs and shall not implement recommendations without consideration of factors not captured by the API.
7.1 Advisory API Systems’ IP. Advisory API Systems retains all right, title, and interest in and to:
(a) The API, including all software, algorithms, methodologies, and documentation;
(b) The format, structure, and organization of API Data;
(c) All trademarks, service marks, and trade names of Advisory API Systems;
(d) All improvements, modifications, and derivative works of the foregoing.
7.2 User’s IP. User retains all right, title, and interest in User Data.
7.3 Feedback. If User provides suggestions, ideas, or feedback regarding the API, Advisory API Systems may use such feedback without restriction or obligation.
7.4 No Implied Rights. This Agreement does not grant either party any rights to the other party’s intellectual property except as expressly stated herein.
8.1 Confidential Information. Each party agrees to maintain in confidence all non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential.
8.2 Exceptions. Confidentiality obligations do not apply to information that:
(a) Is or becomes publicly available through no fault of the receiving party;
(b) Was rightfully known to the receiving party prior to disclosure;
(c) Is rightfully obtained from a third party without restriction; or
(d) Is independently developed without use of confidential information.
8.3 Required Disclosures. A party may disclose confidential information if required by law, provided that the disclosing party gives prompt notice (where legally permitted) to enable the other party to seek protective measures.
9.1 Data Processing Agreement. The processing of personal data is governed by the Data Processing Agreement, which is incorporated herein by reference.
9.2 User Responsibilities. User is responsible for ensuring that all data submitted to the API is submitted with appropriate authorization. In the case of RIA Clients, User is responsible for obtaining all necessary consents and authorizations from End Users for the collection and processing of their data through the API. In the case of Individual Clients who submit spousal information, the Submitting Client’s representations under Section 2.7 constitute the required authorization for purposes of this Section.
9.3 Data Security. Both parties shall implement and maintain appropriate technical and organizational measures to protect data against unauthorized access, alteration, or destruction.
9.4 Privacy Policy. The collection, use, disclosure, and retention of personal information by Advisory API Systems is further described in the Privacy Policy, which is incorporated herein by reference.
10.1 No Material Conflicts. Advisory API Systems does not have any material conflicts of interest with regard to the investment advice it renders to Clients. Neither the firm nor any of its investment adviser representatives, affiliates, or associated persons receives fees, commissions, or other compensation from: (a) the sale of insurance or real estate; (b) the sale of securities or any other products or services recommended in the investment advice provided to Clients; or (c) any ETF sponsor, fund company, or other third party whose products may be included in API recommendations.
10.2 No Third-Party Compensation. The API’s portfolio recommendations may include specific ETF allocations. Advisory API Systems does not receive revenue-sharing payments, distribution fees (12b-1 fees), placement fees, or any other form of compensation from any ETF sponsor or fund family in connection with these recommendations. The sole source of the Company’s revenue is the flat per-use fee charged to Clients as described in Section 5 of this Agreement.
10.3 No Obligation to Act. Clients are under no obligation to act on the recommendations made by the firm. If a Client does act on any recommendation, the Client is under no obligation to make any transactions through the firm or any person associated with the firm.
10.4 Form ADV Disclosure. All material conflicts of interest regarding the firm, its representatives, or employees which could reasonably introduce a bias in, or impair the objectivity of, the Company’s investment advice have been, or will be, disclosed to Clients. A full discussion of conflicts of interest is set forth in the Company’s Form ADV Part 2A, available at https://www.ria.us and at www.adviserinfo.sec.gov (CRD #330083).
11.1 Advisory Relationship Scope.
(a) RIA Clients: ADVISORY API SYSTEMS PROVIDES INVESTMENT ADVICE TO RIA CLIENTS IN A BUSINESS-TO-BUSINESS CAPACITY. ADVISORY API SYSTEMS DOES NOT HAVE ANY ADVISORY, CONTRACTUAL, OR FIDUCIARY RELATIONSHIP WITH END USERS. THE RIA CLIENT IS SOLELY RESPONSIBLE FOR ALL INVESTMENT ADVICE PROVIDED TO END USERS AND FOR EXERCISING INDEPENDENT PROFESSIONAL JUDGMENT IN IMPLEMENTING API OUTPUTS.
(b) Individual Clients: ADVISORY API SYSTEMS PROVIDES INVESTMENT ADVICE DIRECTLY TO INDIVIDUAL CLIENTS. INDIVIDUAL CLIENTS ARE SOLELY RESPONSIBLE FOR THEIR OWN INVESTMENT DECISIONS, INCLUDING WHETHER AND HOW TO IMPLEMENT API RECOMMENDATIONS. THE COMPANY DOES NOT HAVE DISCRETIONARY AUTHORITY OVER ANY INDIVIDUAL CLIENT ACCOUNTS.
11.2 No Guarantee of Results. ADVISORY API SYSTEMS DOES NOT GUARANTEE THE PERFORMANCE OF ANY INVESTMENT PORTFOLIO OR STRATEGY. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. ALL INVESTMENTS INVOLVE RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL.
11.3 API Data Limitations. API Data is based on mathematical models and algorithms that have inherent limitations. Model assumptions may not hold in all market conditions. User acknowledges and accepts all model risk associated with using API Data.
11.4 AS-IS Basis. EXCEPT AS EXPRESSLY PROVIDED IN THE SERVICE LEVEL AGREEMENT, THE API AND API DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT.
11.5 Third-Party Data. Certain inputs to the API may rely on third-party data sources. Advisory API Systems does not warrant the accuracy or completeness of third-party data.
12.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ADVISORY API SYSTEMS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA, INVESTMENT LOSSES, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.
12.2 Cap on Liability. ADVISORY API SYSTEMS’ TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY USER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
12.3 Essential Purpose. THE LIMITATIONS IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12.4 Basis of Bargain. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
13.1 General User Indemnification. User shall indemnify, defend, and hold harmless Advisory API Systems and its officers, members, employees, and agents (“Company Indemnified Parties”) from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) User’s breach of this Agreement;
(b) User’s use of the API or API Data;
(c) User’s violation of any applicable law or regulation;
(d) User Data.
13.2 Additional RIA Client Indemnification. If you are an RIA Client, you shall additionally indemnify, defend, and hold harmless Company Indemnified Parties from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) Your provision of investment advice to End Users;
(b) Any claims by End Users related to your services.
13.3 Indemnification for Misrepresentation of Eligibility. User shall indemnify, defend, and hold harmless Company Indemnified Parties from and against any and all fines, penalties, sanctions, costs, expenses (including reasonable attorneys’ fees), damages, losses, liabilities, regulatory actions, enforcement proceedings, consent orders, cease-and-desist orders, and any other adverse consequences imposed on or incurred by Company Indemnified Parties by any federal, state, or local governmental or regulatory authority, arising out of or resulting from User’s misrepresentation, whether intentional, negligent, or inadvertent, of User’s state of residence (for Individual Clients) or principal place of business (for RIA Clients), or any other misrepresentation by User concerning User’s eligibility to receive investment advice from Advisory API Systems under applicable law. This indemnification obligation includes, without limitation, any noncompliance by the Company or its associated persons with any laws, regulations, rules, or orders of any jurisdiction that results from the Company’s provision of investment advice to User in reliance on User’s eligibility representations under Section 6.1 of this Agreement. This indemnification obligation shall survive termination of this Agreement.
13.4 Indemnification Procedures. Advisory API Systems shall provide prompt notice of any claim and reasonable cooperation in the defense. User shall not settle any claim in a manner that adversely affects Advisory API Systems without prior written consent.
14.1 Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this Section.
14.2 Termination for Convenience. Either party may terminate this Agreement at any time with thirty (30) days’ written notice.
14.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if:
(a) The other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice;
(b) The other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or
(c) Required by applicable law or regulatory authority.
14.4 Effect of Termination. Upon termination:
(a) User’s license to use the API terminates immediately;
(b) User shall immediately cease all use of the API and access credentials;
(c) User shall pay all outstanding fees within thirty (30) days;
(d) Each party shall return or destroy the other party’s confidential information;
(e) RIA Clients may retain API Data previously incorporated into client deliverables, subject to ongoing compliance with applicable restrictions.
14.5 Survival. Sections 7 (Intellectual Property), 8 (Confidentiality), 10 (Conflicts of Interest), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 14.4 (Effect of Termination), and 15 (General Provisions) shall survive termination.
15.1 Governing Law. This Agreement shall be governed by the laws of the State of California, without regard to conflict of law principles.
15.2 Dispute Resolution.
(a) Arbitration. Any dispute arising out of this Agreement shall be resolved by binding arbitration administered by JAMS in Los Angeles County, California, in accordance with JAMS Streamlined Arbitration Rules & Procedures.
(b) Consumer Protection Provisions (Individual Clients). For Individual Clients, the following provisions apply to ensure fairness:
(i) Cost Allocation: Advisory API Systems shall bear all JAMS filing fees, arbitrator fees, and administrative costs that exceed the amount the Individual Client would have paid to file a complaint in the Los Angeles County Superior Court. The Individual Client’s share of arbitration costs shall not exceed the applicable court filing fee.
(ii) Small Claims Court. Notwithstanding the foregoing, either party may bring an individual action in small claims court in Los Angeles County, California, if the claim falls within the jurisdictional limits of that court.
(iii) No Class Action Waiver. Nothing in this arbitration provision shall be construed to waive any right that cannot be waived under applicable California law.
(iv) Right to Consult Counsel. Individual Clients have the right to consult with an attorney before agreeing to arbitration and at any point during the arbitration process.
(c) Confidentiality. All arbitration proceedings, including the existence, content, and outcome thereof, shall be treated as confidential by both parties, except as may be required by applicable law or regulation.
15.3 Assignment. User may not assign this Agreement without Advisory API Systems’ prior written consent. Advisory API Systems may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
15.4 Entire Agreement. This Agreement, together with all documents incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.
15.5 Amendments. Advisory API Systems may amend this Agreement by posting a revised version. Material changes will be communicated via email or the developer portal. Continued use of the API after changes become effective constitutes acceptance.
15.6 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
15.7 Waiver. No waiver of any provision shall be effective unless in writing. No failure to exercise any right shall constitute a waiver.
15.8 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.
15.9 Notices. Notices shall be sent to the email addresses on file and shall be effective upon receipt. If User’s contact information changes, User shall immediately notify Advisory API Systems via email or text message.
15.10 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or internet or telecommunications failures.
The following documents are incorporated by reference and form part of this Agreement:
Advisory API Systems LLC
Email: [email protected]
Phone: (310) 839-0358
Managing Member & Chief Compliance Officer: Thomas Seehusen
By using the Advisory API Systems Portfolio Optimization API or web interface, you acknowledge that you have read, understood, and agree to be bound by this User Agreement and all incorporated documents.
Effective Date: Concurrent with the Effective Date of this Agreement, except that any change to this Schedule A made after the original Effective Date takes effect on the date specified in the price-change notice issued under Section 5.5.
User shall pay a flat fee of $79.95 per API Use for each successful /allocator response. Payment is authorized on the User’s payment method (via Stripe PaymentIntent in manual-capture mode) at the time the request is submitted, and is captured only upon successful delivery of a portfolio optimization result. Failed requests (validation errors, residency failures, or system errors) cancel the authorization; no fee is charged for failed requests.
Successful /allocator calls authenticated with User’s Access Token are recorded as Stripe metered-usage events against User’s Stripe customer record. At each calendar month-end, Stripe finalizes a metered invoice covering all such events from the closing month and automatically charges User’s default payment method on file in accordance with Section 5.2(a). Per-call fees within a single calendar month are determined by the following graduated tier schedule, applied as a cumulative count over the month:
| Successful API Uses in calendar month | Fee per API Use in that tier |
|---|---|
| 1 through 25 | $34.95 |
| 26 through 100 | $27.95 |
| 101 and above | $21.95 |
For example, an RIA Client with sixty (60) successful API Uses in a calendar month is invoiced (25 × $34.95) + (35 × $27.95) = $873.75 + $978.25 = $1,852.00 for that month, exclusive of taxes. The per-call price for any given API Use is determined by the cumulative count at the time that API Use is recorded; tier boundaries do not roll over from one calendar month to the next.
This Schedule A may be modified by Advisory API Systems pursuant to Section 5.5 (sixty (60) days’ written notice). A modification of Schedule A does not require execution of an amended User Agreement.