Version 2026-09-23 · Effective 2026-09-23
Prior versions
These Terms of Service (the “Terms” or “Agreement”) govern online use of the Services between Oasive, Inc., a Delaware corporation (“Oasive”), and the person or organization registering for the Services (“Customer”). This Agreement takes effect when Customer accepts it (the “Effective Date”). The applicable online registration or checkout identifies the selected plan and any fees (the “Order Form”). A separately signed Master Services Agreement and Order Form govern a paid Agency MBS subscription and control over these Terms for that subscription.
The individual accepting these Terms on behalf of Customer represents and warrants that they have full power and authority to bind Customer to this Agreement.
Online subscriptions and evaluations
Free Research has no subscription fee and continues until the account is closed. Free users may use the research and chat made available under that plan for their internal business purposes, subject to the Third-Party Data Addendum.
Macro & Rates is $200 per user per month, plus applicable taxes. A payment card is required to start the 14-day free trial in Checkout. After the trial, the subscription automatically renews monthly at the price shown in Checkout unless cancelled. Cancel before the first charge to pay nothing. Later cancellation takes effect at the end of the paid billing period. Renewal price changes will be notified at least 30 days in advance.
Agency MBS begins with a 14-day free evaluation. No annual purchase or payment is required during that evaluation. A paid Agency MBS subscription begins only under a separately signed Order Form and Master Services Agreement, with fees, seats, invoice terms, and renewal terms stated there. Accepting these online Terms does not sign an annual Order Form. These Terms and the Third-Party Data Addendum apply during the evaluation.
The Master Services Agreement and any Service Level Agreement for a paid Agency MBS subscription are agreed separately. Accepting these online Terms does not execute either agreement. Free Research and Macro & Rates do not include that MBS Service Level Agreement.
1. Definitions
1.1 Authorized Users. “Authorized Users” means the individual employees and contractors of Customer whom Customer designates to access the Services under Customer’s account, up to the number of seats specified in the applicable Order Form.
1.2 Customer Data. “Customer Data” means all data, content, and information that Customer or its Authorized Users submit to or process through the Services, including portfolio holdings, position lists, security identifiers, any files Customer uploads, and Inputs.
1.3 Inputs. “Inputs” means the prompts, questions, dashboard views, portfolio information, and other material that Customer or its Authorized Users submit to the Services’ chat and research features.
1.4 Oasive Content. “Oasive Content” means the research reports, charts, dashboards, valuation models, valuations, analytics, and other content that Oasive creates and makes available through the Services, including content derived from Third-Party Data.
1.5 Output. “Output” means content generated by the Services in response to Inputs, including narrative analysis, charts, and reports produced by the Services’ chat and research features.
1.6 Services. “Services” means the products and services specified in an applicable Order Form, including the Oasive platform and its research, chat, dashboard, and valuation features.
1.7 Subscription Tier. “Subscription Tier” means the level of Services purchased by Customer as specified and described in the applicable Order Form.
1.8 Third-Party Data. “Third-Party Data” means market, securities, economic, and other data that Oasive licenses from third-party sources (each, a “Data Provider”) and makes available through the Services, whether directly or as an input to Oasive Content or Output.
1.9 Third-Party Data Addendum. “Third-Party Data Addendum” means Oasive’s then-current addendum setting out the additional terms that apply to specific Third-Party Data, available at https://oasive.ai/third-party-terms and incorporated into this Agreement by reference.
1.10 Usage Data. “Usage Data” means data about the access to and use of the Services, such as feature usage, query volumes, and performance metrics, in a form that does not identify Customer or any Authorized User and does not include Customer Data.
2. Services and Support
2.1 Access. Subject to Customer’s compliance with this Agreement, Oasive grants Customer a limited, nonexclusive, nontransferable, and non-sublicensable right to access and use the Services, through its Authorized Users, during the Term, for the Subscription Tier purchased and in accordance with any restrictions set forth in the applicable Order Form.
2.2 Support. Oasive will provide Customer with commercially reasonable technical support, responding to inquiries within a reasonable timeframe consistent with Oasive’s standard support practices and procedures, or as further specified in the applicable Order Form. Customer may contact Oasive for support by email at hello@oasive.ai or through any other channel Oasive designates. Oasive may temporarily suspend or limit Customer’s access to the Services for scheduled maintenance, emergency maintenance, or to address security, performance, or compliance issues.
2.3 Documentation. Oasive makes user guides, manuals, instructions, and other technical materials for certain Services available via published documentation (collectively, the “Documentation”). Customer must use the Services in accordance with the Documentation, as it may be updated from time to time.
2.4 Changes to Data Sources and Features. Oasive may add, remove, or replace Third-Party Data sources and may modify or discontinue features of the Services from time to time, including where required by a Data Provider or to comply with Oasive’s agreements with Data Providers. Oasive will use reasonable efforts to notify Customer of any change that materially reduces the functionality of the Services for Customer’s Subscription Tier. Customer acknowledges that Oasive Content and Output generated before a change may have relied on data sources that are no longer available.
2.5 Beta Features. Optional features designated as “Beta,” “Preview,” “Early Access,” or similar (“Beta Features”) are provided “AS-IS” and “AS-AVAILABLE” without warranties, representations, or service level commitments. Beta Features may be modified or discontinued without notice. Customer uses Beta Features at its sole risk.
3. Use of the Services
3.1 Permitted Use by Subscription Tier. Customer may use the Services, Third-Party Data, Oasive Content, and Output only for Customer’s internal business purposes, except as follows. Under the Macro & Rates tier, Customer may include limited excerpts of Oasive Content and Output, such as an individual chart or data point, in Customer’s own communications to its clients and contacts, provided that Customer attributes the excerpt to Oasive, does not resell or systematically republish Oasive Content or Output, and complies with the Third-Party Data Addendum. Under the Agency MBS Platform tier, all Services, Third-Party Data, Oasive Content, and Output are for Customer’s internal business purposes only, and Customer shall not use them to prepare reports, recommendations, or other materials for any third party, including Customer’s own clients.
3.2 Seats. Each seat is for use by a single named Authorized User. Authorized Users shall not share login credentials, and Customer shall not permit more than one individual to use a single seat. Customer may forward an individual report or excerpt to a colleague on an occasional basis, but any individual who uses the Services on a regular basis must hold a seat. Customer is responsible for all acts and omissions of its Authorized Users and shall promptly deactivate any Authorized User who leaves Customer’s organization. Customer may add seats at any time at Oasive’s then-current rates, prorated for the remainder of the then-current Order Term, and Oasive may require Customer to purchase additional seats for any individual using the Services without one.
3.3 Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the software underlying the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party, except as expressly permitted for Customer’s Subscription Tier; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion of the Services; (vi) use the Services to build an application or product that is competitive with any Oasive product or service; (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (viii) bypass any measures Oasive may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); or (ix) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services, whether through use of manual or automated means.
3.4 Downloads. Where the Services permit Customer to download tables, screens, or other data, Customer may retain and use the downloaded Third-Party Data and Oasive Content during the Term for its own analysis in the ordinary course of its internal business. Customer shall not use downloads to build, populate, or maintain a database or archive of Third-Party Data, to redistribute Third-Party Data, or to extract Third-Party Data on a systematic or continuous basis.
3.5 No Programmatic Access. Customer may access the Services only through the user interfaces Oasive provides. Customer shall not access the Services through any application programming interface, automated agent, script, or other programmatic means, and shall not retrieve data from the Services in bulk, unless Oasive makes such access available under separate written terms.
3.6 Usage Limits. Oasive may set reasonable limits on usage of the Services for each Subscription Tier, and may throttle, meter, or temporarily limit usage that is abnormal or that materially exceeds typical usage for the Subscription Tier, after notice to Customer where practicable. Oasive may introduce usage limits for a Subscription Tier prospectively upon notice to Customer.
3.7 Compliance Verification. Oasive may verify seat usage through the Services. In addition, no more than once in any twelve (12) month period, Oasive may request, and Customer will provide within thirty (30) days, written confirmation from an officer of Customer that Customer’s use of the Services complies with the Permitted Use by Subscription Tier, Seats, and Restrictions sub-sections and the Third-Party Data section.
4. Third-Party Data
4.1 Data Provider Terms. The Services incorporate Third-Party Data that Oasive licenses from Data Providers, and this section applies to all Third-Party Data. The Third-Party Data Addendum sets out additional terms that apply to specific Third-Party Data, identifies the Data Providers whose data is included in each Subscription Tier, and names any Data Provider that is a third-party beneficiary of this section. In the event of a conflict between this section and the Third-Party Data Addendum, the Third-Party Data Addendum prevails as to the Third-Party Data it covers.
4.2 Restrictions on Third-Party Data. Customer shall not (and shall not permit any Authorized User or third party to): (i) resell, disclose, publish, or redistribute Third-Party Data to any third party, except as expressly permitted for Customer’s Subscription Tier and by the Third-Party Data Addendum; (ii) create or offer to any third party any product, service, or data set derived from Third-Party Data if the Third-Party Data can be reverse engineered or otherwise identified from it, or if it reveals any substantial portion of the underlying Third-Party Data; (iii) modify, alter, or distort Third-Party Data in a manner that materially affects its integrity as published by the Data Provider; (iv) use Third-Party Data, alone or in combination with other information, to derive information about any individual borrower or other natural person; (v) remove, alter, or obscure any copyright, trademark, or other proprietary notice of a Data Provider appearing in or on Third-Party Data or Oasive Content; or (vi) attempt to reconstruct raw Third-Party Data from Oasive Content or Output.
4.3 Data Provider Ownership and Disclaimers. Third-Party Data is and remains the property of the applicable Data Provider, and no ownership interest in Third-Party Data is transferred to Customer. Any reference to a Data Provider in the Services identifies the source of the data only and does not imply that the Data Provider endorses Oasive, the Services, or Oasive Content. Oasive makes no representation or warranty on behalf of any Data Provider. EACH DATA PROVIDER AND EACH OTHER DIRECT OR INDIRECT SUPPLIER OF OASIVE DISCLAIMS ALL WARRANTIES WITH RESPECT TO THIRD-PARTY DATA, INCLUDING WARRANTIES OF ACCURACY, ADEQUACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND NO DATA PROVIDER OR SUPPLIER WILL HAVE ANY LIABILITY TO CUSTOMER FOR THE ACCURACY OR ADEQUACY OF THIRD-PARTY DATA OR FOR ANY DAMAGES ARISING FROM ITS USE.
4.4 Cooperation with Data Providers. Customer acknowledges that Data Providers may audit and review Oasive’s distribution of Third-Party Data. Customer shall reasonably cooperate with any such audit or review, including by providing information about its use of Third-Party Data upon request, and shall immediately cease any use of Third-Party Data that Oasive or a Data Provider identifies as unauthorized. Customer agrees that Oasive may disclose the identity of Customer and its Authorized Users, and Customer’s usage of Third-Party Data, to Data Providers as required by Oasive’s agreements with them.
4.5 Eligibility. Customer represents and warrants that it is using the Services for professional or institutional purposes, that it is not prohibited from receiving Third-Party Data under any applicable law, regulation, or rule of any exchange or regulatory body, and that it will comply with all such laws, regulations, and rules in its use of Third-Party Data.
4.6 Suspension at Data Provider Direction. Oasive may suspend Customer’s access to the Services or to any Third-Party Data immediately, without liability, where a Data Provider directs Oasive to do so, where Oasive reasonably believes suspension is necessary to comply with its agreement with a Data Provider, or where Oasive reasonably determines that Customer’s access would breach or jeopardize Oasive’s agreement with a Data Provider. Oasive will notify Customer of the suspension and will restore access if and when the underlying issue is resolved.
4.7 Termination of Third-Party Data Rights. Oasive may terminate this Agreement or Customer’s access to the affected Third-Party Data immediately, without notice or opportunity to cure, upon any breach of this section or the Third-Party Data Addendum. Customer’s right to access Third-Party Data from a Data Provider ends automatically if Oasive’s agreement with that Data Provider expires or terminates. This section survives any termination or expiration of this Agreement.
5. AI Features and Output
5.1 Nature of Output. The Services use artificial intelligence and machine learning models to generate Output from Third-Party Data, Oasive Content, and, where the feature is enabled, content retrieved from publicly available internet sources. Output is generated automatically and may be inaccurate, incomplete, or out of date. Oasive does not verify content retrieved from publicly available internet sources and does not review Output before it is delivered to Customer. Customer is solely responsible for evaluating Output and for any decision made or action taken in reliance on it.
5.2 Transmission of Inputs. Inputs are transmitted to third-party artificial intelligence and search providers in order to generate Output. Oasive does not authorize those providers to use Customer Data for model training. Customer shall not submit to the Services any Inputs that Customer is not permitted to disclose to Oasive and its service providers.
5.3 No Training or Aggregation. Oasive does not use Customer Data to train or improve machine learning models, does not aggregate Customer Data with the data of other customers to create any data set or product, and does not incorporate Customer Data into any data set made available to any third party, except for service-provider processing permitted under this Agreement. Oasive’s rights in Usage Data are set forth in the Data and Intellectual Property section.
5.4 Operational Debugging. Oasive uses LangSmith (LangChain, Inc.) for operational tracing of customer queries. Traces may include full prompts, tool inputs and results, responses, and Customer Data such as holdings and positions. Access is restricted to authorized personnel and service providers for troubleshooting, reliability and support. LangChain’s terms prohibit using Customer Data for model training.
6. Data and Intellectual Property
6.1 Customer Data Ownership and Retention. As between the parties, Customer retains all ownership rights, title, and interest in and to Customer Data. Customer represents and warrants that it has all necessary rights, licenses, and permissions to provide Customer Data to Oasive for processing through the Services. Oasive retains saved chats and portfolios while the account is active unless Customer requests their deletion. Oasive will delete Customer Data from live systems within sixty (60) days after a deletion request or account termination, subject to applicable law and record-keeping obligations to Data Providers. Routine backups expire through the ordinary backup rotation.
6.2 Use of Customer Data. Oasive will use Customer Data solely to provide the Services, comply with applicable law, enforce the terms of this Agreement, and prevent abuse.
6.3 Personal Data. To the extent Customer provides personal data (as defined by applicable privacy law) through the Services, Oasive will process such personal data in accordance with its then-current form of Data Processing Agreement, which is available at https://oasive.ai/data-processing-agreement and incorporated by reference.
6.4 Usage Data Rights. Oasive may collect and use Usage Data to operate, secure, and improve the Services. Oasive owns Usage Data and may retain it after termination of this Agreement.
6.5 Oasive Platform and Content. As between the parties, Oasive retains all rights, title, and interest (including all intellectual property rights) in and to the Services, the underlying software, all upgrades and modifications to the Services, all Oasive Content, and all Output, except that any Customer Data reflected in Output remains Customer Data. Customer’s rights in Oasive Content and Output are limited to the use permitted for its Subscription Tier during the Term. Customer may (but is not obligated to) provide feedback regarding the Services, and Oasive may freely use such feedback. No rights or licenses are granted by implication or otherwise, except those explicitly provided in this Agreement.
7. Customer Responsibilities
7.1 Cooperation. Customer shall reasonably cooperate with Oasive by providing timely access to the resources, information, and personnel reasonably required for the implementation, integration, and ongoing use of the Services. Oasive shall not be responsible for any delay resulting from Customer’s failure to cooperate as described in this section.
7.2 Data Security and Access. Customer is solely responsible for its organization maintaining secure credentials and proper access permissions for the Services. Oasive disclaims liability for any data loss, corruption, or unauthorized access resulting from Customer’s configuration or credential management.
7.3 Compliance with Laws. Customer shall comply with all applicable laws and regulations in connection with its use of the Services, including, without limitation, obtaining all necessary consents from any individual whose personal information or data is collected, processed, or otherwise used by Customer through the Services, and shall not use the Services in a manner that infringes the intellectual property or privacy rights of any third party. Oasive may remove or disable access to content that Oasive reasonably believes violates this Agreement or applicable law.
8. Fees and Payment Terms
8.1 Fees; Payment. Customer shall pay the fees shown in the applicable online checkout (the “Fees”), on the billing dates stated there and under the online-plan terms above. Except as otherwise provided in this Agreement or required by law, Fees paid are non-refundable and are not subject to set-off. Payment and invoice terms for a separately signed paid Agency MBS subscription are governed by its signed agreement.
8.2 Past Due Invoices. Past due invoices are subject to interest on any outstanding balance of the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by law. Customer shall also reimburse Oasive for all reasonable costs incurred by Oasive in the collection of past due amounts, including attorneys’ fees and collection agency fees.
8.3 Taxes. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Oasive’s net income). Should Oasive pay any such taxes on behalf of Customer, Customer agrees to reimburse Oasive for such payments, unless Customer provides Oasive with a valid tax exemption certificate authorized by the appropriate taxing authority.
9. Confidentiality
9.1 Proprietary Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (“Proprietary Information” of the Disclosing Party). Customer Data, including Customer’s portfolio holdings and positions, is Proprietary Information of Customer. The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, except that Oasive may disclose Customer’s Proprietary Information to its service providers to the extent necessary to provide the Services and to Data Providers to the extent required by the Third-Party Data section; (ii) to give access to such Proprietary Information solely to those employees and contractors with a need to have access for purposes of this Agreement; and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information.
9.2 Exclusions. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document: (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party; (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.
9.3 Deletion. Promptly after the expiration or termination of this Agreement, the Receiving Party shall delete all Proprietary Information of the Disclosing Party (other than Customer Data, which Oasive will delete as set forth in the Customer Data Ownership and Retention sub-section), subject to all applicable laws, regulations, governmental or legally mandated record-keeping requirements, and, in the case of Oasive, record-keeping obligations under its agreements with Data Providers.
10. Term and Termination
10.1 Term. This Agreement starts on the Effective Date and continues until the account is closed or this Agreement is terminated (the “Term”). Free Research continues without a subscription fee. Macro & Rates renews monthly until cancelled as described above; each monthly billing period is an “Order Term.” Any initial or renewal term for a paid Agency MBS subscription is governed by its separately signed agreement.
10.2 Evaluation Period. The trial or evaluation period for an online plan is described above. Macro & Rates customers may cancel before the first charge to pay nothing; later cancellation takes effect at the end of the paid billing period. An Agency MBS evaluation does not create an annual purchase commitment. Evaluation or refund rights under a separately signed Agency MBS agreement are governed by that agreement.
10.3 Fee Updates. Oasive will notify Customer at least thirty (30) days before a change to the renewal price of an online subscription takes effect. Customer may cancel before the new price applies.
10.4 Termination for Breach. Either party may terminate this Agreement for the other party’s material breach that remains uncured thirty (30) days after the terminating party provides the breaching party notice of such breach, except that no cure period applies to a breach of the Third-Party Data section or the Third-Party Data Addendum, which is governed by the Termination of Third-Party Data Rights sub-section. Without limiting the foregoing, Oasive may suspend Customer’s access to the Services if Customer’s account is past due.
10.5 Termination for Insolvency. Either party may terminate this Agreement immediately upon written notice if the other party: (i) becomes insolvent or admits inability to pay its debts; (ii) makes an assignment for the benefit of creditors; (iii) becomes subject to any bankruptcy, reorganization, liquidation, or insolvency proceeding; or (iv) has a receiver, trustee, or similar officer appointed for its business or assets.
10.6 Effect of Termination. Upon expiration or termination of this Agreement, Customer’s right to access the Services ends, and Customer shall cease all use of Third-Party Data, Oasive Content, and Output and take reasonable steps to delete Third-Party Data it has downloaded from the Services. Customer is not required to delete Oasive Content or Output that it has incorporated into its own internal work product in the ordinary course before termination, provided that its continued retention complies with the restrictions of this Agreement.
10.7 Survival. All provisions of this Agreement that by their nature should survive termination shall survive termination, including without limitation accrued payment obligations, the Permitted Use by Subscription Tier, Restrictions, and Downloads sub-sections, the Third-Party Data section, the Effect of Termination sub-section, Confidentiality, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
11. Indemnification
11.1 Indemnity. Each party (the “Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”) that arise from or relate to any claim described in this section. Where Oasive is the Indemnitor, this obligation applies to any claim that the underlying software of the Services infringes, violates, or misappropriates any third-party intellectual property or proprietary right. Where Customer is the Indemnitor, this obligation applies to any claim arising from Customer’s use of the Services, any claim that Customer Data infringes or misappropriates any third-party right, and any claim by a Data Provider arising from Customer’s or its Authorized Users’ breach of the Third-Party Data section or the Third-Party Data Addendum.
11.2 Exclusions. Oasive’s indemnification obligations shall not apply to any Losses arising from the Services or their underlying software, or from any information, technology, materials or data (or any portion or component of any of them), to the extent of any of the following: (i) it was not created by Oasive, including Customer Data, Third-Party Data, content retrieved from publicly available internet sources, and Output to the extent it reflects any of them; (ii) it was made in whole or in part in accordance with Customer’s specifications; (iii) it was modified after delivery by Oasive; (iv) it was combined with other products, processes or materials not provided by Oasive; (v) Customer continued the allegedly infringing activity after Oasive notified Customer of the infringement; or (vi) Customer used the Services other than in accordance with this Agreement.
11.3 Procedures. Each Indemnitor’s indemnification obligations under this Agreement shall be conditioned upon the Indemnitee providing the Indemnitor with the following: (i) prompt written notice of any claim; (ii) the option to assume sole control over the defense and settlement of any claim; and (iii) reasonable information and assistance in connection with such defense and settlement, at the Indemnitor’s expense. A failure to provide the notice described in clause (i) shall relieve the Indemnitor of its indemnity obligations only to the extent the Indemnitor is materially prejudiced by such failure. The Indemnitee may participate in any defense and settlement controlled by the Indemnitor at the Indemnitee’s own expense.
12. Warranties and Disclaimers
12.1 Warranties. Oasive represents and warrants: (i) it has the authority to enter into this Agreement; (ii) the Services shall be provided in a professional and workmanlike manner by qualified personnel; and (iii) it will use commercially reasonable industry standard methods designed to ensure the Services do not include any computer code or other instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component of such systems.
12.2 No Investment Advice. The Services, Oasive Content, and Output are provided for informational and analytical purposes only. They do not constitute investment, legal, tax, or accounting advice, a recommendation to buy, sell, or hold any security, or an offer or solicitation of any kind. Oasive is not a registered investment adviser or broker-dealer, does not act as a fiduciary to Customer, and does not take into account Customer’s particular investment objectives or circumstances. Customer represents that it is a sophisticated professional and that it will make its own independent evaluation of any Oasive Content or Output before acting on it.
12.3 General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES, THIRD-PARTY DATA, OASIVE CONTENT, AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, OASIVE DOES NOT WARRANT THAT THIRD-PARTY DATA, OASIVE CONTENT, OR OUTPUT WILL BE ACCURATE, COMPLETE, TIMELY, OR ERROR-FREE, AND THE DISCLAIMERS OF THE DATA PROVIDERS IN THE THIRD-PARTY DATA SECTION APPLY IN ADDITION TO THIS SECTION.
13. Limitation of Liability
13.1 EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS, CUSTOMER’S PAYMENT OBLIGATIONS, AND CUSTOMER’S BREACH OF THE PERMITTED USE BY SUBSCRIPTION TIER, SEATS, OR RESTRICTIONS SUB-SECTIONS, THE THIRD-PARTY DATA SECTION, OR THE CONFIDENTIALITY SECTION, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT FOR: (I) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); OR (II) ANY LIABILITY IN THE AGGREGATE IN EXCESS OF THE FEES PAID (OR PAYABLE) BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM.
14. Notices
14.1 All notices under this Agreement shall be in writing. Notices to Oasive shall be sent to 1200 Woodland Avenue, Menlo Park, CA 94025. Notices to Customer shall be sent to the address or email address set forth in the applicable Order Form. Either party may change its address for notices by written notice to the other party given in accordance with this Section. Notices shall be deemed duly given as follows: when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.
15. Miscellaneous
15.1 Publicity. Customer agrees that Oasive may use and display Customer’s name and logo on Oasive’s website and promotional materials to identify Customer as a user of the Services, subject to Customer’s trademark guidelines.
15.2 Export Controls. Each party shall comply with all applicable export control and trade sanctions laws and regulations in connection with its performance under this Agreement. Customer represents that it will not use the Services in violation of any applicable export restriction or embargo.
15.3 Governing Law; Arbitration. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflicts of law rules. Any dispute between the parties related to the subject matter of this Agreement will be resolved by binding arbitration in the English language in San Francisco, California under the rules of AAA. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement. Notwithstanding the foregoing, each party shall have the right at any time to institute an action in any court of proper jurisdiction for injunctive or other equitable relief. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.
15.4 Entire Agreement. These Terms, the applicable online registration or checkout, and the documents incorporated by reference constitute the entire agreement regarding the online Services and supersede prior agreements or communications regarding that subject matter. The online-plan terms above control over conflicting fee, term, renewal, and evaluation provisions in these Terms. A separately signed Agency MBS Master Services Agreement and Order Form control for the paid Agency MBS subscription; online acceptance does not replace or amend them.
15.5 Amendment; Waiver. Except as otherwise provided in this Agreement, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
15.6 Updates to the Terms. Where Customer entered into this Agreement through an online registration page rather than a mutually executed Order Form, Oasive may update these Terms and the Third-Party Data Addendum from time to time by posting the updated version and notifying Customer (email acceptable) at least thirty (30) days before the update takes effect. Customer’s continued use of the Services after the effective date of an update constitutes acceptance of the updated Terms. If Customer objects to an update, Customer may terminate this Agreement by notice to Oasive before the update takes effect. Updates do not apply to a mutually executed Order Form during its then-current Order Term except as required by a Data Provider.
15.7 Equitable Relief. Customer acknowledges that a breach of the Permitted Use by Subscription Tier, Seats, or Restrictions sub-sections, the Third-Party Data section, or the Confidentiality section may cause Oasive and its Data Providers irreparable harm for which monetary damages would be an inadequate remedy, and that Oasive is entitled to seek injunctive or other equitable relief for any such breach or threatened breach, without the requirement to post a bond, in addition to any other remedies available to it.
15.8 Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control. Such circumstances include fire, flood, severe weather, earthquakes, power failures, denial-of-service attacks, acts of God, war, terrorism, riots, civil disturbances, strikes, labor disruptions, pandemics, epidemics, governmental actions, or disruptions of third-party services or infrastructure.
15.9 Severability. If any provision of this Agreement is held to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full effect and enforceable.
15.10 Assignment. Customer may not assign any of its rights or obligations under this Agreement without Oasive’s consent. Oasive may freely transfer or assign this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties to this Agreement and their respective permitted successors and assigns.
15.11 No Agency. Nothing in this Agreement shall be construed as creating a joint venture, partnership, or agency relationship between the parties. Neither party has the authority to bind the other or incur obligations on its behalf.
15.12 Third-Party Beneficiaries. Each Data Provider identified as a third-party beneficiary in the Third-Party Data Addendum is an intended third-party beneficiary of the Third-Party Data section and may enforce that section directly against Customer. Except as provided in this sub-section, this Agreement creates no rights in any third party.
15.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.