Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you (whether personally or on behalf of an entity) and DataFrame Labs ("Company," "we," "us," or "our") concerning your access to and use of our website, services, data products, analytical tools, and any related content or materials (collectively, the "Services").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not access or use our Services.

If you are entering into these Terms 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 have such authority, you must not accept these Terms or use our Services on behalf of such entity.

DataFrame Labs provides quantitative research, data products, and analytical tools to financial institutions and qualified professional investors. Our Services include, but are not limited to:

• Quantitative Research: Custom research projects, model development, methodology design, and validation services.
• Data Products: Market signals, factor exposures, fundamental datasets, and alternative data processed for financial applications.
• Analytical Tools: Pricing engines, risk models, portfolio analytics, and monitoring dashboards.
• Advisory Services: Strategic guidance, implementation support, and knowledge transfer.

Specific Services are provided pursuant to separate written agreements between DataFrame Labs and the client, which may contain additional terms and conditions that supplement or modify these Terms.

By using our Services, you agree to:

3.1 Eligibility

• You are at least 18 years of age and have the legal capacity to enter into binding contracts.
• If representing an organization, you have the authority to bind that organization to these Terms.
• You are a sophisticated investor or financial professional with appropriate knowledge and experience.

3.2 Acceptable Use

You agree not to:

• Use our Services for any unlawful purpose or in violation of any applicable laws or regulations, including securities laws and regulations.
• Redistribute, resell, sublicense, or share our data products, research, or analytical tools without our prior written consent.
• Attempt to reverse engineer, decompile, or disassemble any of our software or tools.
• Interfere with or disrupt our Services, servers, or networks.
• Use automated systems or software to extract data from our Services without authorization.
• Misrepresent your identity or affiliation with any person or entity.

3.3 Account Security

If you are provided with account credentials for accessing our Services, you are responsible for maintaining the confidentiality of those credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

4.1 Our Intellectual Property

All content, features, and functionality of our Services, including but not limited to text, graphics, logos, icons, images, data compilations, software, methodologies, algorithms, models, and the overall design and arrangement thereof, are the exclusive property of DataFrame Labs or our licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Our trademarks, service marks, and logos may not be used without our prior written consent. All other trademarks appearing on our website are the property of their respective owners.

4.2 License to Use Services

Subject to these Terms and any applicable service agreements, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services solely for your internal business purposes. This license does not include the right to:

• Modify, copy, or create derivative works based on our Services or any part thereof.
• Publicly display, perform, or distribute our Services without authorization.
• Use our Services for the benefit of any third party without our prior written consent.

4.3 Client Data

You retain ownership of any data you provide to us in connection with our Services. By providing such data, you grant us a limited license to use, process, and analyze your data solely for the purpose of providing the Services to you. We maintain strict confidentiality protocols for all client data.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• DATAFRAME LABS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.
• OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).
• THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so some of the above limitations may not apply to you. In such cases, our liability will be limited to the fullest extent permitted by applicable law.

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY DATA, RESEARCH, OR CONTENT PROVIDED THROUGH THE SERVICES.
• WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS.

You acknowledge that you use our Services at your own risk and that we do not guarantee any specific outcomes or results.

You agree to indemnify, defend, and hold harmless DataFrame Labs and its officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use of or access to the Services.
• Your violation of these Terms or any applicable law or regulation.
• Your violation of any third-party rights, including intellectual property rights.
• Any content or data you provide to us.
• Your investment decisions or any actions you take based on our Services.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate with us in asserting any available defenses.

Each party agrees to maintain the confidentiality of any non-public information received from the other party and marked or identified as confidential ("Confidential Information"). Confidential Information shall not be disclosed to third parties without the prior written consent of the disclosing party, except:

• To employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations.
• As required by law, regulation, or legal process, provided reasonable notice is given to the disclosing party where permitted.

Confidentiality obligations shall survive the termination of these Terms for a period of three (3) years.

These Terms remain in effect while you use our Services. We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason, including if you breach these Terms.

Upon termination:

• Your right to use the Services will immediately cease.
• You must cease all use of our data products, research, and analytical tools.
• Provisions that by their nature should survive termination shall survive, including intellectual property, limitation of liability, indemnification, and governing law provisions.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or validity thereof shall be resolved as follows:

11.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to attempt to resolve the dispute informally by contacting each other and negotiating in good faith for at least thirty (30) days.

11.2 Arbitration

If informal resolution is unsuccessful, any dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in English. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction.

11.3 Class Action Waiver

You agree that any dispute resolution proceeding will be conducted only on an individual basis and not as a class, consolidated, or representative action. If this class action waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

We reserve the right to modify these Terms at any time. When we make material changes, we will update the "Last Updated" date at the top of these Terms and, where appropriate, provide notice through our website or by other means.

Your continued use of our Services after any changes to these Terms constitutes your acceptance of such changes. If you do not agree to the modified Terms, you must discontinue your use of our Services.

We encourage you to review these Terms periodically to stay informed of any updates.

13.1 Entire Agreement

These Terms, together with any applicable service agreements and our Privacy Policy, constitute the entire agreement between you and DataFrame Labs regarding your use of the Services and supersede all prior agreements and understandings.

13.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

13.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of DataFrame Labs.

13.4 Assignment

You may not assign or transfer these Terms or your rights or obligations hereunder without our prior written consent. We may assign these Terms without restriction.

13.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

13.6 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.