Terms of Service | OpenShut

Last updated: February 16, 2026

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "your") and OpenShut LLC ("OpenShut," "we," "us," or "our") governing your access to and use of the OpenShut platform at openshut.me (the "Service"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Acceptance of Terms

By creating an account, accessing, or using the Service, you represent and warrant that (a) you are at least 18 years old, (b) you have the legal capacity to enter into these Terms, and (c) if you are using the Service on behalf of an organization, you have the authority to bind that organization to these Terms. The organization and you are jointly and severally responsible for compliance with these Terms.

2. Service Description

OpenShut provides legal document automation software for private equity firms, family offices, institutional lenders, and related professionals. The platform generates documents based on data you provide and documents you upload. The Service includes five modules: Lending, Capital, Deals/M&A, Syndication, and Compliance.

3. No Legal Advice

OPENSHUT DOES NOT PROVIDE LEGAL, TAX, FINANCIAL, OR INVESTMENT ADVICE.

The Service is a document preparation tool. All documents generated by the Service are templates populated with data you provide and should be treated as first drafts. You are solely responsible for reviewing all generated documents with qualified legal counsel before execution, distribution, or reliance. OpenShut makes no representation that any generated document is suitable for any particular purpose, compliant with any particular law or regulation, or appropriate for your specific transaction. The compliance checks performed by the Service are automated and do not substitute for review by a licensed attorney. You acknowledge that laws and regulations change frequently and that the Service may not reflect the most current legal requirements at any given time.

4. License and Access

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes. This license is limited to the specific modules and number of seats specified in your subscription. You may not resell, sublicense, or provide access to the Service to any third party.

5. Your Data and Intellectual Property

You retain all rights, title, and interest in and to the data you upload and the content of the documents generated from your data ("Your Content"). By uploading data, you grant us a limited, non-exclusive license to process Your Content solely to provide the Service. We do not claim any ownership of Your Content. We do not use Your Content to train, fine-tune, or improve AI models.

You represent and warrant that you have all necessary rights, permissions, and consents to upload and process the data you provide through the Service, and that your use of the Service does not violate any third party's rights.

6. Our Intellectual Property

The Service, including its software, design, templates, document structures, compliance logic, algorithms, user interface, and all related intellectual property, is and remains the exclusive property of OpenShut. These Terms do not grant you any right, title, or interest in the Service except for the limited license described in Section 4. You may not copy, modify, distribute, sell, or lease any part of the Service or its underlying software.

7. Trade Secrets and Non-Circumvention

You acknowledge that the Service embodies valuable trade secrets of OpenShut, including but not limited to the methods, processes, architectures, algorithms, and techniques by which the Service processes documents, performs calculations, generates legal language, verifies data accuracy, and conducts compliance checks (collectively, "Trade Secrets"). These Trade Secrets are confidential and proprietary to OpenShut.

By using the Service, you agree that you will not, directly or indirectly, during or after your use of the Service:

Use knowledge of the Trade Secrets gained through your use of the Service to design, develop, build, launch, operate, or contribute to any product, service, or system that is competitive with or substantially similar to the Service or any of its features
Disclose, describe, or teach the methods, processes, or techniques of the Service to any person or entity for the purpose of enabling the creation of a competing product or service
Assist, advise, finance, or invest in any effort to replicate, clone, or create a substitute for the Service or any of its core features based on knowledge gained from your use of the Service
Hire or solicit OpenShut employees or contractors for the purpose of replicating the Service or its methods

This section does not restrict your right to use general skills and knowledge unrelated to the specific Trade Secrets of the Service, nor does it restrict your right to independently develop technology without reference to the Trade Secrets. The obligations in this section survive termination of your account and these Terms.

8. Sample Deals

The Service offers sample deals using pre-loaded data for evaluation purposes. Sample deals demonstrate the output quality and format of each module. You may not upload your own documents until you have an active paid license. Sample deal output is for evaluation only and should not be used in any actual transaction.

9. Acceptable Use

You agree not to:

Use the Service for any unlawful purpose or to generate documents in connection with any fraudulent, illegal, or deceptive activity
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any part of the Service
Circumvent, disable, or interfere with any security features of the Service
Use automated scripts, bots, or scrapers to access the Service
Attempt to access data belonging to other organizations
Upload content that contains malware, viruses, or other harmful code
Use the Service in a way that could damage, disable, or impair the Service
Share your account credentials with unauthorized persons
Misrepresent your identity or affiliation with any person or organization

10. Payment and Billing

License fees and subscription fees are due as specified at the time of purchase. All fees are quoted and payable in U.S. dollars. Monthly subscription fees are billed in advance on the first day of each billing cycle. Failed payments may result in suspension of access. All fees are non-refundable except as required by applicable law or as expressly stated in a separate written agreement. We reserve the right to change our pricing at any time, with 30 days' notice for existing subscribers.

11. Accuracy and Your Responsibility

While the Service includes automated compliance checks and financial calculations, you are solely responsible for:

The accuracy and completeness of all data you provide
Reviewing all generated documents before execution or distribution
Ensuring all documents are reviewed by qualified legal counsel
Verifying that generated documents comply with applicable laws and regulations
Any decisions made based on documents generated by the Service

The Service extracts data from your uploaded documents and verifies it against those documents. When discrepancies are flagged, you are responsible for reviewing the flagged items and making the final determination.

12. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, OPENSHUT DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) ANY DOCUMENT GENERATED BY THE SERVICE IS LEGALLY SUFFICIENT, COMPLETE, ACCURATE, OR SUITABLE FOR ANY PARTICULAR PURPOSE OR JURISDICTION, (B) THE COMPLIANCE CHECKS PERFORMED BY THE SERVICE IDENTIFY ALL POTENTIAL LEGAL OR REGULATORY ISSUES, OR (C) THE SERVICE REFLECTS CURRENT LAWS, REGULATIONS, OR LEGAL REQUIREMENTS.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OPENSHUT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, COST OF REPLACEMENT SERVICES, OR DAMAGES RESULTING FROM RELIANCE ON DOCUMENTS GENERATED BY THE SERVICE, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF OPENSHUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO OPENSHUT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14. Indemnification

You agree to indemnify, defend, and hold harmless OpenShut and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service, (b) your violation of these Terms, (c) your violation of any law or regulation, (d) your violation of any third party's rights, (e) any data you upload or provide through the Service, or (f) any documents generated at your request and their use in any transaction.

15. Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information and to use it only for the purposes of these Terms. Your uploaded documents and deal data are your confidential information. Our pricing, business terms, and non-public features are our confidential information. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

16. Termination

You may cancel your subscription at any time through the Service settings. Cancellation takes effect at the end of your current billing period. We may suspend or terminate your access to the Service immediately if you violate these Terms, fail to pay applicable fees, or if we reasonably believe your use poses a security risk. Upon termination, your license to use the Service ends immediately. You may export your data before termination. We will delete your data within 30 days of account closure, except as required by law.

17. Dispute Resolution

Any dispute arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within 30 days, either party may pursue resolution through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Massachusetts. The arbitrator's decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

18. Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

19. Governing Law

These Terms are governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions. To the extent that arbitration does not apply, you consent to the exclusive jurisdiction of the state and federal courts located in Massachusetts.

20. Force Majeure

OpenShut shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, power failures, internet disruptions, or third-party service outages.

21. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on this page and updating the "Last updated" date. For material changes, we will provide at least 15 days' notice before the changes take effect. Your continued use of the Service after the effective date constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service.

22. Severability

If any provision of these Terms is held to be unenforceable or invalid, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

23. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and OpenShut regarding the Service and supersede all prior agreements, representations, and understandings.

24. Contact

For questions about these Terms, contact us at:

OpenShut LLC
Email: legal@openshut.me