These Terms of Use (these "Terms") govern access to and use of the website located at www.ornnai.com, any related webpages, and any services, content, data, datasets, market data, benchmark values, index values, price assessments, analytics, reports, software, tools, models, applications, application programming interfaces, feeds, documentation, or other materials made available by Ornn Data LLC (the "Company," "we," "us," or "our") through the website or in connection with it (collectively, the "Services").
By accessing or using the Services, you agree to be bound by these Terms. If you are using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms, and "you" will refer to that entity and its authorized users.
If you do not agree to these Terms, you may not access or use the Services.
1. Eligibility and Accounts
You must be at least 18 years of age, or the age of legal majority in your jurisdiction, to use the Services. If we allow accounts to be created, you agree to provide accurate, current, and complete information and to keep that information updated.
You are responsible for safeguarding your account credentials and for all activities that occur under your account. You must promptly notify us at legal@ornn.com of any unauthorized access to or use of your account.
2. License to Use the Services
Subject to these Terms, the Company grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services solely for your internal business or personal use, as applicable, in accordance with these Terms, any applicable documentation, and all applicable laws.
The foregoing license is limited to ordinary access and use of the Services. It does not include any right to publish, republish, reproduce, distribute, redistribute, re-circulate, resell, sublicense, assign, transfer, disclose, make available, or otherwise commercialize any Company Data, except to the extent the Company expressly authorizes such use in a separate written agreement signed by the Company.
Except for the limited rights expressly granted in these Terms or in a separate written agreement signed by the Company, no right, title, or interest in or to the Services or any Company Data is transferred to you.
3. Acceptable Use
You may not, and may not permit any third party to:
- use the Services in violation of applicable law, regulation, or third-party rights;
- copy, reproduce, distribute, republish, re-circulate, lease, sell, resell, sublicense, disclose, syndicate, transfer, or otherwise make the Services or Company Data available except as expressly permitted by these Terms or a separate written agreement signed by the Company;
- reverse engineer, decompile, disassemble, translate, or attempt to derive source code, underlying components, models, algorithms, systems, calculations, methodologies, data pipelines, or non-public data structures, except to the extent such restriction is prohibited by applicable law;
- interfere with or disrupt the integrity, security, or performance of the Services;
- use the Services to transmit malware, harmful code, or unauthorized communications;
- scrape, crawl, harvest, mine, index, copy, cache, download in bulk, extract, record, monitor, or systematically collect data, content, outputs, API responses, or other materials from the Services except as expressly authorized by the Company in writing;
- use the Services, Company Data, or any output from the Services to build, train, improve, benchmark, validate, or operate any competing or substitute product or service, including any artificial intelligence, machine learning, analytics, market-data, benchmark, index, pricing, exchange, trading, brokerage, or financial-information product, except as expressly permitted by applicable law and not waivable by contract;
- publish, display, broadcast, transmit, distribute, redistribute, re-circulate, resell, sublicense, syndicate, provide access to, or otherwise commercialize any Company Data through any website, application, API, feed, database, dashboard, report, model, trading system, product, or service without the Company's prior express written consent;
- create, calculate, validate, benchmark, publish, distribute, or make available any index, benchmark, reference rate, price assessment, valuation, dataset, derived data product, database, analytics product, model, report, or other derivative work using Company Data without the Company's prior express written consent;
- remove, alter, obscure, or misrepresent any proprietary notice, attribution, source identifier, watermark, disclaimer, access restriction, or usage limitation included with or applicable to the Services or Company Data;
- submit content that is unlawful, infringing, defamatory, fraudulent, deceptive, harassing, hateful, obscene, or otherwise objectionable; or
- misrepresent your identity, affiliation, authority, or permitted use in connection with the Services.
4. User Content
You may provide data, prompts, files, text, images, communications, feedback, or other materials through the Services ("User Content"). As between you and the Company, and except as otherwise stated in an applicable order form or separate written agreement, you retain ownership of your User Content.
You grant the Company a non-exclusive, worldwide, royalty-free license to host, store, reproduce, modify, transmit, and otherwise use your User Content solely as necessary to provide, maintain, secure, improve, and support the Services, to comply with law, and to enforce our rights. You represent and warrant that you have all rights necessary to provide the User Content and to grant the foregoing license.
5. Intellectual Property
The Services, including all software, models, interfaces, workflows, documentation, text, graphics, names, logos, Company Data, and other content provided by the Company, are owned by the Company or its licensors and are protected by intellectual property, trade secret, contract, and other applicable laws. All rights not expressly granted are reserved.
If you provide suggestions, ideas, or feedback regarding the Services, you agree that the Company may use them without restriction or obligation to you.
6. Company Data and Republication Restrictions
"Company Data" means any data, datasets, market data, benchmark values, index values, price assessments, pricing information, analytics, reports, methodologies, documentation, outputs, metadata, API responses, downloadable files, database content, and other content or information made available by or on behalf of the Company through the Services or otherwise, whether in raw, processed, aggregated, anonymized, summarized, or derived form.
Company Data is made available solely for the limited internal use expressly permitted by these Terms or by a separate written agreement signed by the Company. No Company Data may be used for external publication, republication, redistribution, resale, syndication, sublicensing, disclosure, benchmarking, settlement, reference, valuation, model training, product development, or other commercial exploitation unless expressly authorized in advance by the Company in a separate written agreement.
Without the Company's prior express written consent, you may not directly or indirectly publish, republish, reproduce, copy, display, broadcast, transmit, distribute, redistribute, re-circulate, resell, sublicense, rent, lease, syndicate, provide access to, make available, or otherwise commercialize any Company Data, whether alone or combined with other data, and whether through a website, application, API, data feed, database, dashboard, report, model, trading system, financial product, or other product or service.
Without the Company's prior express written consent, you may not use Company Data to create, calculate, validate, benchmark, train, improve, publish, distribute, or make available any index, benchmark, reference rate, price assessment, valuation, dataset, derived data product, analytics product, artificial intelligence or machine learning system, database, report, or product that competes with, substitutes for, or could reasonably be used in place of the Services or Company Data.
Any consent to redistribute, republish, or externally use Company Data must be in a separate written agreement signed by the Company and must specifically identify the permitted Company Data, recipients, purpose, territory, term, and scope of use. Attribution, payment, account access, API access, caching, search indexing, availability of data through the Services, or course of dealing does not constitute consent to redistribute or republish Company Data.
Upon request by the Company or upon termination of your access to the Services, you must promptly stop using Company Data, delete or return all Company Data in your possession or control, and certify such deletion or return in writing if requested by the Company, except to the extent retention is required by applicable law and disclosed to the Company in writing.
You acknowledge that unauthorized use, copying, extraction, publication, republication, redistribution, resale, disclosure, or commercialization of Company Data may cause irreparable harm for which monetary damages may be inadequate. The Company may seek injunctive, equitable, or other relief for any actual or threatened breach of this Section without posting bond, in addition to any other rights or remedies available at law, in equity, or under contract.
7. Third-Party Services
The Services may contain links to, integrations with, or functionality provided by third-party websites, software, content, or services. The Company does not control and is not responsible for third-party services. Your use of third-party services is governed by the terms and policies of those third parties.
8. Disclaimers
THE SERVICES AND COMPANY DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE," TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND QUIET ENJOYMENT.
WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT THE SERVICES OR COMPANY DATA WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, CURRENT, COMPLETE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY OUTPUT OR RESULT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR USE CASE. YOU ARE RESPONSIBLE FOR REVIEWING AND EVALUATING ANY OUTPUT OR RESULT BEFORE RELYING ON IT.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SERVICES, COMPANY DATA, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COMPANY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES, COMPANY DATA, OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO THE COMPANY FOR THE SERVICES DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) FIFTY U.S. DOLLARS (US$50.00).
10. Indemnification
You agree to defend, indemnify, and hold harmless the Company and its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any third-party claims, liabilities, damages, losses, judgments, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to your User Content, your use of the Services, your access to or use of Company Data, your publication, republication, redistribution, resale, disclosure, or commercialization of Company Data, or your violation of these Terms or applicable law.
11. Suspension and Termination
We may suspend or terminate your access to all or part of the Services at any time, with or without notice, if we reasonably believe that you have violated these Terms, pose a security or legal risk, accessed or used Company Data without authorization, or if suspension or termination is otherwise necessary to protect the Services, Company Data, the Company, users, or third parties.
Upon termination, all rights granted to you under these Terms will immediately cease. Sections that by their nature should survive termination will survive, including sections relating to ownership, Company Data, acceptable use, deletion or return obligations, equitable remedies, disclaimers, limitations of liability, indemnification, governing law, dispute resolution, and miscellaneous provisions.
12. Governing Law and Disputes
These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be governed by the laws of the State of New York, without regard to conflict of laws principles.
Any dispute arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in New York, New York, and each party irrevocably submits to the personal jurisdiction and venue of those courts, except to the extent a separate written agreement between you and the Company provides otherwise.
To the fullest extent permitted by law, each party waives any right to a jury trial in connection with any dispute arising out of or relating to these Terms or the Services.
13. Changes to the Services or Terms
We may modify the Services or these Terms from time to time. If we make material changes to these Terms, we may provide notice by posting the updated version on the website, through the Services, or by another reasonable method. The updated Terms will become effective as of the stated effective date. Your continued use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms.
14. Miscellaneous
These Terms constitute the entire agreement between you and the Company regarding the Services, except for any separate written agreement between you and the Company that expressly governs the same subject matter.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid, illegal, or unenforceable provision will be enforced to the maximum extent permitted by law.
You may not assign or transfer these Terms without the Company's prior written consent. The Company may assign these Terms without restriction. No waiver of any provision of these Terms will be effective unless in writing. The failure to enforce any provision will not constitute a waiver.
15. Contact Information
Questions, notices, and legal requests relating to these Terms or the Services should be sent to legal@ornn.com.