Terms and Conditions

1. Eligibility and authority

The Services are intended for business use by individuals who are at least 18 years old. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and "you" refers to that organization.

2. No professional, financial, or investment advice

The Services provide analytical and predictive information only.

Nothing made available through the Services constitutes financial, investment, trading, legal, tax, accounting, or other professional advice, a recommendation to enter into any transaction, or an offer or solicitation to buy or sell any instrument or product.

Forecasts and probabilities are inherently uncertain. Past performance and historical accuracy do not guarantee future results. You are solely responsible for your decisions and for any outcomes arising from them, and you should obtain independent professional advice before acting.

3. Accounts and access

Certain features require an account or credentials. You agree to provide accurate information, keep your credentials confidential, and remain responsible for all activity under your account. Notify us promptly at contact@sorano.co of any unauthorized use. We may suspend or terminate access that we reasonably believe violates these Terms or creates risk for us or other users.

4. Acceptable use

You agree not to:

• Use the Services in violation of any applicable law or regulation
• Copy, scrape, resell, sublicense, or redistribute the Services or their outputs except as expressly permitted
• Reverse engineer, decompile, or attempt to derive the underlying models, methods, or source code
• Interfere with, disrupt, or place unreasonable load on the Services or their infrastructure
• Attempt to gain unauthorized access to any system, account, or data
• Use the Services to develop a competing product or service
• Upload malicious code or any content you lack the rights to provide

5. Customer data and your content

You retain all rights in the data, forecasts, and materials you submit to the Services ("Your Content"). You grant us a limited, non-exclusive license to host, process, and use Your Content solely to provide, secure, and improve the Services for you, and as otherwise set out in a written agreement between us.

You represent that you have all rights and permissions necessary to provide Your Content and that doing so does not violate any law or third-party right. Where a separate master services agreement, order form, or data processing agreement applies, that agreement controls with respect to Your Content.

6. Intellectual property

The Services, including all software, models, methods, text, graphics, logos, and other content, and all intellectual property rights therein, are owned by SoranoAI or its licensors. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable right to access and use the Services for your internal business purposes. No other rights are granted. "SoranoAI," "Sorano," "Kumo Edge," and associated logos are our trademarks and may not be used without our prior written consent.

7. Fees

Paid Services are subject to the fees, billing terms, and payment schedule stated in the applicable order form or subscription page. Unless stated otherwise, fees are non-refundable, exclusive of taxes, and due in U.S. dollars. We may change pricing prospectively with notice.

8. Third-party services and data

The Services may incorporate or link to third-party data, models, websites, or services. We do not control and are not responsible for third-party content, availability, or practices. Your use of a third-party service may be subject to that provider's terms.

9. Disclaimer of warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY FORECAST, PREDICTION, OR OUTPUT WILL BE ACCURATE, COMPLETE, OR ACHIEVE ANY PARTICULAR RESULT.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SORANOAI AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, TRADING OR INVESTMENT LOSSES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICES, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

11. Indemnification

You agree to indemnify, defend, and hold harmless SoranoAI and its affiliates from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or related to your use of the Services, Your Content, or your breach of these Terms or applicable law.

12. Term and termination

These Terms apply while you use the Services. We may suspend or terminate your access at any time, with or without notice, if you breach these Terms or if we discontinue the Services. You may stop using the Services at any time. Sections concerning intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution survive termination.

13. Governing law and dispute resolution

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The parties will first attempt in good faith to resolve any dispute informally by contacting contact@sorano.co.

If a dispute cannot be resolved informally, it will be resolved exclusively in the state or federal courts located in San Francisco County, California, and each party consents to personal jurisdiction and venue there. Each party waives any right to a jury trial and to participate in a class or representative action.

14. Changes to these Terms

We may modify these Terms from time to time. We will update the "Last updated" date above and, where changes are material, provide additional notice. Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

15. General

These Terms, together with any applicable order form or written agreement, are the entire agreement between you and SoranoAI regarding the Services. If any provision is found unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, or sale of assets. Nothing in these Terms creates a partnership, agency, or employment relationship.