Osmosis Technologies Inc. (“Osmosis,” “we,” “us,” “our”) is a Delaware corporation with its principal place of business at 650 Euclid Ave, Berkeley, CA 94708 USA.
“Customer” is (a) the legal entity executing an Order Form that references this MSA; (b) any individual or entity that accepts this MSA via an online self-service checkout linking to this document; or (c) any individual or entity that accesses or uses the Services under a free trial or no-charge tier, whether or not any fee is paid.
By (a) executing a signed Order Form that references this MSA, (b) completing a self-service order via our online checkout, or (c) accessing or using the Services under a free trial or no-charge tier, Customer agrees to be bound by this MSA for access to the Osmosis data-intelligence platform and related services (the “Services”). If you do not agree, do not use the Services.
These Master Subscription Agreement terms, together with any applicable Order Form, exhibits, addenda, schedules, and policies expressly incorporated by reference, form the “Agreement” between Osmosis and Customer. “MSA” refers to these master subscription terms; “Agreement” refers to the complete contract package described in the preceding sentence.
Each Order Form is governed by the version of this MSA identified on that Order Form. Customer’s rights and obligations under an Order Form continue under that locked version, even if a later version of this MSA is published.
Osmosis may publish updated versions of this MSA at https://osmosis.fm/legal/msa for use with future Orders. The current version and prior versions needed for existing locked Orders will remain available from that page. Any such updates will apply only to new Order-Form Orders or Self-Service Orders referencing the new version. Changes will not affect existing Order-Form Orders unless both parties execute a written amendment.
The “Services” consist of the Osmosis data-intelligence platform, which ingests and analyzes publicly or lawfully available industry content—such as pension-fund meetings, allocator calls, earnings presentations, regulatory hearings, and executive interviews—to deliver actionable insights. Any additional or differing Service descriptions in an applicable Order Form shall control to the extent provided in Section 29.1.
The Services provide research and intelligence to support Customer’s business activities, such as sales, investor relations, business development, market mapping, relationship intelligence, organization and industry monitoring, and other internal business purposes. Service Outputs are informational only and do not constitute investment, legal, tax, or other professional advice, or a recommendation to enter into any transaction. Customer is solely responsible for its own business decisions and is encouraged to verify Service Outputs against the underlying source materials before relying on them.
“Affiliate” means an entity that, for so long as the relevant control exists, directly or indirectly controls, is controlled by, or is under common control with a party. “Control” means ownership of more than fifty percent (50%) of the outstanding voting securities or other voting interests of an entity, or the actual power to direct or cause the direction of the entity’s management or policies, whether through ownership, contract, or otherwise.
“Customer Data” means data, content, files, prompts, queries, MCP tool arguments, lists, watchlists, account lists, notes, configurations, user information, Customer-specific usage context, and other materials submitted to the Services by or on behalf of Customer or its Authorized Users, or generated from Customer’s or its Authorized Users’ use of the Services. A Customer-Specific Output containing Customer-provided context or Customer Personal Data is treated as Customer Data for confidentiality, security, isolation, retention, and deletion purposes; ownership and use rights in Service Outputs are governed by Section 6.3. Customer Data excludes Content, Third-Party Content, Osmosis Source Data, Relationship Data when processed by Osmosis in its independent relationship-administration role, and generally available Service Outputs that are not specific to Customer.
“Protected Customer Content” has the meaning given in the AI and Customer Content Schedule identified in Section 15.3. It includes proprietary or Customer-specific prompts, files, lists, notes, configurations, usage context, and Customer-Specific Outputs, whether or not the content constitutes personal data.
“Customer-Specific Output” means an output generated using Customer-specific prompts, files, lists, notes, configurations, relationship context, or other Protected Customer Content, as further described in the AI and Customer Content Schedule. A Customer-Specific Output containing Customer-provided context or Customer Personal Data receives the applicable confidentiality, security, isolation, retention, and deletion protections for Customer Data. Ownership and use rights in Customer-Specific Outputs are governed by Section 6.3. The presence of Osmosis Source Data in a Customer-Specific Output does not transfer ownership of the underlying source corpus or change its separate classification.
“Osmosis Source Data” means public or lawfully available source content and related data that Osmosis independently collects, licenses, derives, structures, indexes, curates, or otherwise processes for the generally available Services, including generally available outputs derived from that content. Osmosis Source Data does not become Customer Data merely because it is retrieved, analyzed, or reproduced in a Customer-Specific Output.
“Relationship Data” means business contact, billing, procurement, legal, website, and relationship-administration data that Osmosis processes for its own customer-relationship, compliance, or business-administration purposes as described in the Privacy Policy.
“Service Outputs” means reports, alerts, summaries, answers, analyses, exports, rankings, and other outputs generated by the Services, including Customer-Specific Outputs, but excluding Customer Work Product as defined in Section 6.3.
“Customer-Selected Host” means a third-party application, agent, model host, collaboration platform, or other system selected or contracted by Customer that calls the Services or receives Service Outputs, including an MCP-capable environment.
The same factual information may be processed in separate contexts as Customer Data, Relationship Data, or Osmosis Source Data, and each context retains its separate classification. Osmosis will process Customer Data as described in the Agreement and applicable Order Form. A Customer instruction concerning Customer Data does not require Osmosis to delete or alter independently collected Osmosis Source Data or Relationship Data, except to the extent applicable law independently requires it for the relevant processing context.
Capitalized terms concerning Customer Personal Data, Subprocessors, AI Providers, and international transfers that are not defined in this MSA have the meanings given in the DPA or AI and Customer Content Schedule when used in the corresponding context.
The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Services are general-purpose business tools and are not designed or configured to meet the requirements of industry-specific regulatory regimes (such as HIPAA or FISMA). Customer is responsible for determining whether the Services are appropriate for its intended use and for ensuring that its use of the Services, and any data it submits, complies with all laws and regulations applicable to Customer, including those governing Customer’s industry. Customer should not knowingly submit data to the Services that is subject to specialized regulatory handling requirements the Services are not designed to meet.
Osmosis owns or is licensed to use the intellectual property rights in the Osmosis platform and the software, functionality, design, and original materials it creates (collectively, the “Content”), as well as its trademarks, service marks, and logos (the “Marks”). Subject to third-party rights in Third-Party Content, Osmosis also owns or controls its proprietary databases, database structures, schemas, taxonomies, compilations, selections, arrangements, and processing of Osmosis Source Data.
The Services may also make available materials that originate from third parties or public sources. Osmosis does not claim ownership of such third-party or public-source materials, which remain the property of their respective owners and may be subject to the terms of their originating source. Such materials are Third-Party Content as described in Section 13.
Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.
Subject to Customer’s rights in Customer Data and Customer Work Product, and to third-party rights in Third-Party Content, we reserve all rights not expressly granted to Customer in and to the Services, Content, Marks, proprietary database and compilation interests, and Service Outputs.
Subject to Customer’s compliance with the Agreement, Osmosis grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services solely for Customer’s internal business purposes and, only if expressly permitted in the applicable Order Form, its Affiliates’ internal business purposes, including sales, investor relations, business development, market mapping, relationship intelligence, organization and industry monitoring, and related internal analysis, in each case as permitted by the applicable Order Form.
Customer may not resell, sublicense, or make the Services available to third parties except as expressly permitted in the Agreement or applicable Order Form. Customer may not use Content or Service Outputs to: (a) train or fine-tune any model; (b) update model weights or parameters; (c) conduct reinforcement learning or model distillation; (d) create a training corpus; (e) otherwise create or modify a durable trained model; or (f) benchmark, develop, train, or improve a product or service that competes with the Services. These restrictions do not prohibit the permitted inference and ordinary enterprise-AI uses described in Section 6.3.
During the applicable subscription term, Customer may create temporary or term-limited retrieval indexes or embeddings from Service Outputs only to the extent reasonably necessary for authorized use of the Services. Any such index or embedding must be limited to Customer’s authorized environment, may not be used for model training or to create a substitute for the Services, and must be deleted or, if deletion is not technically feasible, disabled and no longer used as provided in Section 17.4.
Subject to the Agreement and applicable Order Form, Customer may use Service Outputs for Customer’s business purposes, including incorporating insights derived from Service Outputs into Customer’s own analyses, work product, communications, and deliverables to its clients, investors, and partners. Customer may share Service Outputs, and work product incorporating them, with its Affiliates, personnel, advisors, clients, investors, and partners in the ordinary course of Customer’s business, provided that Customer does not make the Service Outputs available in bulk or in a manner that functions as a substitute for the Services.
Customer may submit Service Outputs to a Customer-Selected Host for inference, retrieval, summarization, analysis, classification, calculations, prompt assembly, context-window processing, creation of Customer Work Product, and other ordinary internal business use that does not train, fine-tune, or otherwise modify a model. Using an AI system to analyze a Service Output is permitted; using Service Outputs to create or alter a durable trained model is not. Customer is responsible for its Customer-Selected Host, including the Host’s contractual terms, permissions, security, retention, and configuration.
“Customer Work Product” means Customer-created analyses, summaries, presentations, communications, CRM records, notes, recommendations, and other original work product resulting from permitted use of the Services. As between the parties, Customer owns its original Customer Work Product. Customer Work Product does not include the Services; Osmosis software, Content, or Osmosis Source Data; Third-Party Content; Service Outputs as delivered by Osmosis; bulk exports; Osmosis database structures, schemas, or taxonomies; trained models or training corpora; or any durable derivative dataset, index, or embedding that functions as a substitute for the Services.
Customer may not (a) resell, license, or distribute Service Outputs or underlying data as a standalone data product or feed; (b) make Service Outputs available to third parties in bulk or in a manner that substitutes for those third parties obtaining their own access to the Services; (c) reconstruct or maintain a substitute for an Osmosis database; or (d) use Service Outputs in any manner prohibited by Section 6.2. Using Service Outputs to inform Customer’s own products, services, advice, communications, and client deliverables as permitted by this Section is not a prohibited resale or distribution.
Customer’s rights and obligations concerning Customer Work Product, retained excerpts, CRM records, bulk Service Outputs, retrieval indexes, embeddings, and other retained materials after expiration or termination are set forth in Section 17.4.
Where authorized in an Order Form, Customer may access and use the Services through Osmosis’s application programming interface (API) and/or Model Context Protocol (MCP) server, subject to the same terms, restrictions, and conditions that apply to all other use of the Services and to any rate limits, quotas, or usage parameters specified in the Order Form. Service Outputs obtained through such access are subject to the same use, training, retention, and redistribution restrictions as other Service Outputs. Such authorized API and MCP access is a permitted use of the Services and is not restricted by the provisions of this Agreement governing unauthorized automated access.
Customer controls any Customer-Selected Host and is responsible for its agreement with, configuration of, permissions for, retention by, and instructions to that Host. A Customer-Selected Host is not a Subprocessor of Osmosis solely because it invokes the Services or receives a Service Output. Osmosis is responsible under the Agreement only for Customer Data actually transmitted to and processed by Osmosis.
Any breach of this Section 6 will constitute a material breach of the Agreement, and Osmosis may suspend access under Section 14.1 and/or terminate in accordance with Section 17 (Term and Termination).
By using the Services, you represent and warrant that:
Customer may permit its employees, contractors, and other personnel acting for Customer’s benefit (“Authorized Users”) to access and use the Services, subject to this Agreement and any seat or user limits in the applicable Order Form. Customer is responsible for its Authorized Users’ compliance with this Agreement and for all acts and omissions of its Authorized Users as if they were Customer’s own.
Authorized Users may be required to register for an account. Customer and its Authorized Users must provide accurate registration information, keep account credentials confidential, and not share credentials. Customer is responsible for all activity occurring under its accounts and will promptly notify Osmosis of any known or suspected unauthorized access to or use of the Services or any account.
Osmosis may offer authentication through third-party identity providers (such as Google, Microsoft, or other single sign-on or OAuth providers). If an Authorized User chooses to authenticate through such a provider, the user authorizes Osmosis to access the profile information and email address approved during the authentication flow. Osmosis will request only the minimum scopes required to authenticate and will not store or use additional provider data beyond what is necessary to provide the Services. An Authorized User may revoke Osmosis’s access at any time through the provider’s security settings. Osmosis makes no representation or warranty regarding any such provider’s availability or practices, and use of a third-party identity provider remains subject to that provider’s terms of service and privacy policy.
If Customer and Osmosis have executed a signed Order Form referencing this MSA (an “Order-Form Order”), the seats, pricing, billing cadence, and term set out in that Order Form govern those purchases. Osmosis will invoice Customer in accordance with the payment terms set forth in the applicable Order Form.
If Customer purchases a subscription via an online checkout flow that links to this MSA (a “Self-Service Order”), the pricing, seat count, billing cadence, and start date presented at checkout constitute an Order Form incorporated herein. Charges are billed to the payment method presented at checkout.
Osmosis may, at its discretion, make certain offerings available at no charge (“Free Offerings”), including (a) a limited, no-charge tier of the Services and (b) free publications and content such as reports, podcasts, newsletters, or similar materials. Free Offerings are governed by the applicable provisions of this Agreement, but:
If any invoiced amount or other amount due is not paid when due (or any payment is declined), Osmosis will provide written notice of nonpayment. If the amount remains unpaid ten (10) days after that notice, Osmosis may suspend access to the Services until the outstanding amount is paid. Continued nonpayment is a material breach, and Osmosis may terminate the Agreement in accordance with Section 17.3. Suspension under this Section does not relieve Customer of its obligation to pay amounts that are due.
All fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, withholding, and similar taxes and duties arising from the Services, excluding taxes based on Osmosis’s net income. If Osmosis is legally required to collect such taxes, they will be invoiced to and paid by Customer, unless Customer provides a valid tax-exemption certificate.
For Order-Form Orders, subscription fees, billing cadence, and renewal terms are set forth in the applicable Order Form, and term and renewal mechanics are governed by Section 17 (Term and Termination) and that Order Form. For Self-Service Orders, the subscription will continue and automatically renew for successive billing periods, and Customer authorizes Osmosis to charge Customer’s designated payment method on a recurring basis for each period until Customer cancels.
Osmosis may offer a free trial of the Services. The duration and terms of any free trial will be specified at the time of sign-up or in the applicable Order Form. Unless converted to a paid subscription, access will end or be suspended at the close of the trial period, and no fees are due for the trial itself.
For Order-Form Orders, termination and non-renewal rights are governed by Section 17 (Term and Termination) and the applicable Order Form. For Self-Service Orders, Customer may cancel at any time using the cancellation method Osmosis makes available (or by contacting [email protected]), and cancellation takes effect at the end of the then-current paid period. If you have any questions or are unsatisfied with the Services, please email us at [email protected].
Fees for the Initial Term and any renewal term are as set forth in the applicable Order Form or, for Self-Service Orders, as presented at checkout. Osmosis will not change the fees for an existing Order-Form Order during its then-current term except as provided in that Order Form. Unless the applicable Order Form states otherwise, each renewal term will be at the same fees as the expiring term, unless Osmosis provides written notice of a fee change at least forty-five (45) days before the start of the renewal term — that is, before the deadline for giving notice of non-renewal under Section 17 — so that Customer may elect not to renew if it does not accept the change.
You may not access or use the Services for any purpose other than that for which Osmosis makes the Services available. You may not use the Services other than as permitted under the Agreement and the applicable Order Form.
As a user of the Services, you agree not to:
Customer and its Authorized Users may choose to provide suggestions, comments, or other feedback regarding the Services (“Feedback”). Feedback is voluntary, and Osmosis may use, modify, and incorporate Feedback into the Services without restriction or obligation to Customer. Osmosis will not identify Customer as the source of Feedback without Customer’s consent. This Section does not grant Osmosis any rights in Customer’s Confidential Information or Customer Data.
The Services make available content that originates from third parties or public sources, including content that Osmosis hosts, embeds, streams, or links to within the Services (“Third-Party Content”). Osmosis does not own or control Third-Party Content; it remains the property of its respective owners and may be subject to the terms of its originating source.
While Osmosis curates the sources it makes available, Osmosis does not independently verify all Third-Party Content and does not warrant its accuracy, completeness, or appropriateness; making Third-Party Content available through the Services does not constitute endorsement of it. Customer’s access to and use of Third-Party Content through the Services remains subject to this Agreement, including the use restrictions in Section 6 and the disclaimers in Section 22.
Third-Party Content may change or become unavailable at any time, and Osmosis may modify or remove it without liability; Osmosis does not guarantee its continued availability. Where the Services link to an original or external source, Customer’s use of that source is governed by the source’s own terms rather than this Agreement.
If Osmosis receives a complaint or otherwise becomes aware that any Third-Party Content may infringe or violate a third party’s rights, Osmosis will promptly remove, disable, or quarantine that content. Osmosis maintains a documented process for handling such requests. This Section states Osmosis’s responsibility with respect to such content; rightsholders and other parties may submit requests to [email protected].
We reserve the right, but not the obligation, to: (1) monitor the Services for violations of this Agreement; (2) take appropriate legal action against anyone who violates the law or this Agreement, including without limitation, reporting such user to law enforcement authorities; and (3) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.
Osmosis may suspend Customer’s access to the Services if Osmosis reasonably determines that Customer’s use poses a material security risk, violates applicable law, infringes third-party rights, or materially breaches the Agreement. Where practicable and legally permissible, Osmosis will provide prior notice and a reasonable opportunity to cure before suspension.
Osmosis’s handling of personal information in connection with the Services is described in its Privacy Policy at https://osmosis.fm/privacy, which is incorporated into this Agreement. Relationship Data and Osmosis Source Data are processed by Osmosis in the roles described in the Privacy Policy and applicable law. Customer Data is governed by this Agreement and, where applicable, the DPA and AI and Customer Content Schedule. In the event of conflict, Section 29.1 applies.
The Osmosis Technologies Inc. Data Processing Addendum - Standard Form, Version 2026-08-19 (the “DPA”), available at https://osmosis.fm/legal/dpa, is incorporated into this Agreement and applies whenever Osmosis processes Customer Personal Data on Customer’s behalf. The identified version applies for the term of this MSA and the applicable Order Form, subject to the DPA’s update provisions or the parties’ express written agreement to a different version. The identified version will remain available through that page. The DPA governs Customer Personal Data to the extent provided in Section 29.1.
The Osmosis AI and Customer Content Schedule, Version 2026-08-19 (the “AI and Customer Content Schedule”), available at https://osmosis.fm/legal/ai-customer-content, is incorporated into this Agreement and governs Protected Customer Content, including Customer-specific content that is not personal data. The identified version applies for the term of this MSA and the applicable Order Form, subject to the Schedule’s update provisions or the parties’ express written agreement to a different version. The identified version will remain available through that page.
Osmosis maintains the current Osmosis Maintained Subprocessor List at https://osmosis.fm/legal/subprocessors and the current Osmosis MCP / AI Data Handling Schedule at https://osmosis.fm/legal/mcp-ai-data-handling. Each page identifies the document’s version or last-updated date. Those maintained materials describe current processing routes, providers, locations, retention treatment, Customer-Selected Hosts, and other operational facts that may change over time. They supplement the Agreement as operational disclosures and do not reduce the contractual protections in the DPA or AI and Customer Content Schedule.
Osmosis remains responsible for the relevant data-protection and content-protection performance of its Subprocessors and AI Providers to the same extent as if Osmosis performed the applicable processing itself, subject to the Agreement’s limitations, exclusions, and liability framework. The DPA’s subprocessor provisions exclusively govern authorization, advance notice, objection, good-faith resolution, and remedies for a new Subprocessor that processes Customer Personal Data. An objection does not permit termination of unaffected Services or require Osmosis to provide a materially different service or redesign without charge. An AI Provider that processes other Protected Customer Content on Osmosis’s behalf is subject to the applicable process in the AI and Customer Content Schedule. A Customer-Selected Host is not a Subprocessor of Osmosis solely because it sends requests to or receives responses from the Services.
Customer Data hosted by Osmosis in primary platform storage, including routine backups, is stored in cloud infrastructure located in the United States. Subprocessor, AI-provider, edge-delivery, authorized personnel-access, and other processing locations are described in the DPA, Osmosis Maintained Subprocessor List, Osmosis MCP / AI Data Handling Schedule, or customer-specific transfer details, as applicable. Except where an Order Form expressly states a residency restriction, the Agreement does not require all processing to occur exclusively in the United States. Customer is responsible for providing notices to, and obtaining rights, permissions, and consents from, its Authorized Users and other individuals as required for Customer’s submission and use of Customer Data. Applicable international-transfer terms are governed by the DPA.
“Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally, in writing, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, product roadmaps, pricing, technical data, customer lists, financial information, and trade secrets.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party without restriction prior to disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.
The Receiving Party shall: (a) use the Disclosing Party’s Confidential Information solely for the purposes of exercising its rights or performing its obligations under this Agreement; (b) protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose the Disclosing Party’s Confidential Information to any third party except to its employees, officers, directors, professional advisors, contractors, agents, and service providers (collectively, “Representatives”) who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. Each Receiving Party remains responsible for its Representatives’ compliance with this Section 16.
The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonably cooperates with the Disclosing Party’s efforts to obtain protective treatment for such information.
Upon expiration or termination of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, except for (a) copies retained in routine backup systems; (b) copies retained as required by applicable law; and (c) for Customer, Customer Work Product, reasonable or de minimis excerpts, and individually selected CRM records that Customer is permitted to retain under Section 17.4. Any retained Confidential Information remains subject to this Section 16 and all applicable use, training, redistribution, and anti-substitution restrictions.
The obligations under this Section 16 shall survive for three (3) years after the expiration or termination of this Agreement, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.
In the event of any conflict between this Section 17 and the applicable Order Form, the Order Form shall control.
Initial Term: Twelve (12) months commencing on the Subscription Start Date set forth in the applicable Order Form.
Renewal: Automatically renews for successive twelve (12)-month periods unless either party gives written notice of non-renewal at least thirty (30) days before term end.
Initial Term: One (1) month (or the period presented at checkout) commencing on the date Customer first accesses the Services under a Self-Service Order.
Renewal: Automatically renews each billing period until Customer cancels using the cancellation method Osmosis makes available or provides thirty (30) days’ prior written notice.
Either party may terminate this Agreement for a material breach by the other if the breaching party fails to cure the breach within thirty (30) days after written notice.
Upon expiration or termination: (a) Customer’s right to access and use the Services, including API and MCP access, ceases; (b) Customer shall pay all outstanding fees for Services rendered through the termination date; (c) each party shall return or destroy the other party’s Confidential Information as set forth in Section 16; and (d) Osmosis shall handle Customer Data as set forth in Section 25.3.
Customer may continue to retain and use Customer Work Product created through permitted use of the Services during the subscription term. Customer may also retain and use (i) reasonable or de minimis excerpts of Service Outputs already incorporated into ordinary-course presentations, communications, analyses, notes, recommendations, and other Customer Work Product, and (ii) individually selected contact records already incorporated into Customer’s CRM systems in the ordinary course of business.
Customer shall promptly, and in any event within thirty (30) days after expiration or termination, delete: (a) bulk Service Output exports; (b) standalone downloaded datasets or bulk data repositories; (c) temporary or term-limited retrieval indexes or embeddings created from Service Outputs; (d) cached or locally maintained collections that function as a continuing Osmosis dataset; and (e) any other retained material that functions as a substitute for continued subscription access. If deletion of particular retained material is not technically feasible, Customer shall disable access to that material and cease all use of it. Inaccessible routine backup copies may remain until overwritten or deleted in the ordinary course, provided they are not used for ordinary operational purposes. If a backup is restored, Customer shall reapply the applicable deletion obligation or, where deletion is not technically feasible, disable access to the restored material and cease all use of it.
Surviving rights in Customer Work Product, excerpts, or CRM records do not permit database reconstruction, bulk redistribution, operation of a standalone data product or feed, continued API or MCP access, training or fine-tuning a model on retained Service Outputs, or provision of a substitute for the Services. The restrictions in Sections 6 and 11 continue to apply to retained Service Outputs and excerpts.
Any provision that by its nature should survive expiration or termination will survive, including Section 6.2 (Restrictions), Section 6.3 (Service Outputs and Customer Work Product), Section 9 (accrued payment obligations), Section 16 (Confidentiality), Section 17.4 (Effect of Termination), Section 19 (Governing Law), Section 20 (Dispute Resolution), Section 22 (Disclaimer), Section 23 (Limitations of Liability), Section 24 (Indemnification), Section 25.3 (Data Retention and Deletion), Section 25.5 (Ownership and Use of Customer Data), Section 28.2 (Acceptable Use of Market Information), and this Section 17.5.
Osmosis will use commercially reasonable efforts to make the Services available 99.5% of the time in each calendar month, excluding scheduled maintenance windows.
Osmosis may perform scheduled maintenance, which will be communicated to Customer at least 48 hours in advance via email or in-dashboard notification.
Osmosis may from time to time update, enhance, or deprecate features of the Services (e.g. performance improvements, legal or regulatory changes). Any such changes will not materially reduce the overall functionality of the Services. Osmosis has no obligation to provide specific updates, corrections, or new releases beyond those described in this Section 18.
Customer acknowledges that temporary interruptions or errors may occur. Provided Osmosis complies with its availability commitment under Section 18.1, Osmosis will have no liability for any loss or damage arising from such events.
If monthly availability falls below 99.5%, Customer will be entitled to receive service credits equal to 5% of monthly subscription fees for each 0.5% below the SLA threshold, up to a maximum of 50% of monthly fees. Credits will be applied to the following month’s invoice upon Customer request with supporting documentation. To receive a service credit, Customer must request the credit within thirty (30) days after the end of the month in which the availability failure occurred. Service credits are Customer’s sole and exclusive remedy for Osmosis’s failure to meet the availability commitment in Section 18.1.
Availability commitments do not apply to outages caused by factors outside our reasonable control, including third-party service failures, network connectivity issues, force majeure events, or Customer’s own actions or systems.
Osmosis may make alpha, beta, preview, experimental, or evaluation features available from time to time. Such features are optional, may be modified or discontinued at any time, and are provided “as is” without any warranty, SLA, support commitment, or indemnity obligation unless otherwise stated in an Order Form.
Osmosis will provide standard support for the Services by email or other support channels made available by Osmosis during Osmosis’s normal business hours, excluding U.S. holidays. Any enhanced support commitments must be set forth in an applicable Order Form.
This Agreement and any Dispute arising out of or relating to this Agreement shall be governed by the internal substantive laws of the State of Delaware, without regard to its conflict-of-law principles.
A “Dispute” means any dispute, claim, or controversy arising out of or relating to this Agreement or the Services, whether based in contract, tort, statute, or any other legal theory.
The parties agree to try in good faith to resolve any Dispute arising under or relating to this Agreement by informal negotiations for at least thirty (30) days after receipt of written notice of such Dispute.
If the parties cannot resolve the Dispute informally, either party may bring a suit in the state or federal courts located in New Castle County, Delaware (or, if the parties mutually agree, by binding arbitration under the AAA Commercial Rules). The parties consent to personal jurisdiction and venue there.
Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information, without first engaging in informal negotiations or arbitration.
Osmosis may correct typographical errors, inaccuracies, or omissions in descriptions, pricing, availability, or other information regarding the Services; provided that any correction will not modify an executed Order Form unless agreed by the parties in writing.
Except as expressly set forth in this Agreement, the Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, Osmosis disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage of trade. Osmosis does not warrant that the Services or any outputs will be accurate, complete, error-free, or uninterrupted, or that the Services will meet Customer’s requirements.
This Section does not limit Osmosis’s express obligations under this Agreement, including the DPA; the AI and Customer Content Schedule; any applicable Security Exhibit or other express security commitment; the service availability commitment in Section 18; the confidentiality obligations in Section 16; the Customer Data obligations in Section 25; the limited warranty in Section 22.1; the representations in Section 28.1(a)–(c); or the indemnification obligations in Section 24.
Osmosis warrants that, during the subscription term, (a) the Services will perform materially in accordance with the applicable Order Form and Osmosis’s then-current documentation, and (b) Osmosis will not knowingly introduce into the Services any virus, malware, or other malicious code designed to disrupt or damage Customer’s systems. Customer’s sole and exclusive remedy, and Osmosis’s entire obligation, for breach of this warranty is for Osmosis to use commercially reasonable efforts to correct the non-conformity and, if it is unable to do so within a reasonable period, to terminate the affected Services and refund any prepaid, unused fees for the affected portion covering the period after termination. This warranty does not extend to the accuracy, completeness, or reliability of any data, output, insight, or other result generated by the Services, which remain subject to the disclaimers in this Section 22 and in Section 28.1.
To the maximum extent permitted by applicable law, each party’s aggregate liability to the other party under or in connection with this Agreement will not exceed the total amount of fees paid or payable by Customer to Osmosis in the twelve (12) months immediately preceding the event giving rise to the claim. This limitation applies regardless of the form of action, whether in contract, tort (including negligence), or otherwise, and applies to all claims in the aggregate, including indemnification obligations under Section 24. The foregoing limitation does not apply to (a) a party’s gross negligence, willful misconduct, or fraud; (b) Customer’s payment obligations under Section 9; (c) Customer’s breach of Section 11 (Prohibited Activities) or Section 28.2 (Acceptable Use of Market Information); or (d) Customer’s indemnification obligations under Section 24 arising from a breach described in clause (c).
Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenues, loss of goodwill, loss of business opportunity, or business interruption, whether based on contract, tort, strict liability, or any other theory, even if advised of the possibility of such damages. This waiver does not apply to amounts a party is required to pay to a third party under its indemnification obligations in Section 24.
The exclusions, limitations, caps, and procedures in this Section 23 apply to all liability arising out of or relating to the DPA, the AI and Customer Content Schedule, any Security Exhibit, and any other data-protection, privacy, security, or service-specific document incorporated into the Agreement, unless this MSA expressly states otherwise or applicable law or mandatory transfer terms prohibit the limitation.
Osmosis shall defend Customer against any third-party claim that the Osmosis platform or software, as delivered, infringes any U.S. patent, copyright, or trademark, and shall indemnify Customer for any damages and costs finally awarded against Customer (including reasonable attorneys’ fees), provided that Customer: (a) promptly notifies Osmosis in writing of the claim; (b) gives Osmosis sole control of the defense; and (c) cooperates with Osmosis in the defense.
If the Osmosis platform or software becomes, or in Osmosis’s opinion is likely to become, the subject of such a claim, Osmosis may at its option and expense: (i) procure for Customer the right to continue using the affected portion of the Services; (ii) modify or replace it to make it non-infringing while preserving materially equivalent functionality; or (iii) if neither is commercially reasonable, terminate the affected portion and refund any prepaid fees for it covering the period after termination. This Section states Osmosis’s entire liability and Customer’s sole and exclusive remedy for any claim of infringement.
Customer shall defend Osmosis against any third-party claim arising from: (a) Customer’s use of the Services in violation of this Agreement or applicable law; (b) Customer Data or materials provided by Customer; or (c) Customer’s gross negligence or willful misconduct, and shall indemnify Osmosis for any damages and costs finally awarded against Osmosis (including reasonable attorneys’ fees), provided that Osmosis: (i) promptly notifies Customer in writing of the claim; (ii) gives Customer sole control of the defense; and (iii) cooperates with Customer in the defense.
Failure to provide prompt notice under Section 24.1 or 24.2 relieves the indemnifying party of its obligations only to the extent the delay materially prejudices the defense of the claim. Neither party shall settle any claim in a manner that imposes an obligation on, requires an admission by, or restricts the rights of the other party without the other party’s prior written consent. The indemnification obligations in this Section 24 are subject to the limitation of liability set forth in Section 23.
Osmosis maintains a written information security program with administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data. Additional security terms, if any, are set forth in the DPA, AI and Customer Content Schedule, applicable Security Exhibit, or Order Form. Osmosis will handle Customer Data in accordance with the Agreement and applicable law.
Osmosis performs regular routine backups of platform data. However, Customer acknowledges that it is Customer’s responsibility to maintain independent backups of any data Customer transmits to the Services. In the event of data loss not caused by Osmosis’s breach of its obligations under Section 25.1, Osmosis’s liability shall be limited to using commercially reasonable efforts to restore Customer Data from the most recent available backup.
Following expiration or termination of the applicable Services, Customer may request return of supported Customer Data in a commonly used format where technically feasible. Unless Customer elects return, Osmosis will delete Customer Personal Data and other Protected Customer Content from Osmosis-controlled active Service systems within thirty (30) days following expiration or termination. If Customer elects return, Osmosis will delete the returned data from active systems within thirty (30) days after completing the return.
Customer Data in routine backups, point-in-time recovery systems, or other inaccessible recovery copies may remain until overwritten or deleted in the ordinary documented cycle. Such copies will remain protected and unavailable for ordinary business use, and Osmosis will reapply the applicable deletion instruction if a backup is restored. Osmosis may retain Customer Data to the extent required by applicable law, provided it remains protected, is not used for another purpose, and is deleted when the legal requirement ends.
These obligations do not require deletion or return of Relationship Data or independently collected Osmosis Source Data. The DPA and AI and Customer Content Schedule govern more specific return, deletion, backup, Subprocessor, and provider-copy treatment. Upon reasonable written request after completion of deletion, Osmosis will provide written confirmation by an authorized representative, subject to backup and legal-retention exceptions.
A Security Incident affecting Customer Personal Data is governed by the definition, timing, content, investigation, and cooperation requirements in the DPA. For Protected Customer Content that is not Customer Personal Data and is not governed by a more specific addendum, Osmosis will notify Customer without undue delay after becoming aware of a confirmed security event that materially compromises the confidentiality, integrity, or availability of that content. The notice will include, to the extent known and legally permitted, a description of the event, the types of content affected, and corrective measures taken or planned, and Osmosis will reasonably cooperate in investigation and remediation. Unsuccessful attempts that do not compromise Customer Data and events occurring exclusively in Customer systems or a Customer-Selected Host are excluded, except to the extent caused by Osmosis’s breach of the Agreement.
As between the parties, Customer retains all right, title, and interest in and to Customer Data other than Service Outputs as delivered by Osmosis. A Customer-Specific Output containing Customer-provided context or Customer Personal Data is treated as Customer Data for confidentiality, security, isolation, retention, and deletion purposes; ownership and use rights in Service Outputs are governed by Section 6.3, and the presence of Customer-provided context or Osmosis Source Data does not alter ownership of the parties’ respective underlying materials. Osmosis may use Customer Data only as reasonably necessary to provide, operate, host, configure, personalize, authenticate, authorize, route, maintain, monitor, support, secure, and troubleshoot the Services; back up, restore, return, and delete Customer Data; generate Customer-Specific Outputs; comply with Customer’s documented instructions; comply with law; and perform other uses expressly authorized by the Agreement.
Customer inputs and usage signals may support Service operation, Customer-specific configuration, and public-source coverage prioritization where permitted by the AI and Customer Content Schedule, provided Osmosis does not disclose identifiable Protected Customer Content, use it for an independent commercial purpose, or enrich another customer’s content or profile with Customer-specific information.
Osmosis may create and use genuinely aggregated or de-identified data for Operational Improvement, as defined in the AI and Customer Content Schedule, limited to retrieval, ranking, routing, extraction, relevance, reliability, security, latency, error handling, service performance, and output quality. Before such use, the information must be processed so that it cannot reasonably identify or be linked to Customer or an individual and cannot reconstruct a prompt, file, list, note, relationship context, configuration, Customer-Specific Output, or other Customer Data. Osmosis will not attempt to re-identify it. Operational Improvement does not authorize model training or fine-tuning.
Without Customer’s prior written consent satisfying the AI and Customer Content Schedule, neither Osmosis nor an AI or model provider engaged by Osmosis will use Customer Data or Protected Customer Content to train or fine-tune a foundation model, generative model, or Customer-facing model; update shared model weights or parameters; create a training corpus; conduct reinforcement learning or model distillation; or develop a model that memorizes or can reproduce Customer-specific content. This prohibition does not prevent permitted inference, retrieval, ranking, prompt assembly, context-window processing, temporary caching, or Customer-specific configuration that does not train or fine-tune a model on identifiable Protected Customer Content.
Osmosis will not make Protected Customer Content available to another customer as answerable, searchable, browsable, consumable, indexed, embedded, evaluative, or training content. Shared benchmarks, aggregate reports, operational metrics, or generally available improvements must not identify Customer, an individual, or Customer-specific content and must not permit reconstruction of Protected Customer Content. The AI and Customer Content Schedule provides the detailed boundary between prohibited training and permitted processing and controls to the extent provided in Section 29.1.
The parties agree that this Agreement, Order Forms, and other records relating to the Services may be executed, delivered, and accepted electronically, and that electronic communications, signatures, and records satisfy any legal requirement that such records be in writing or signed. The parties consent to conduct business electronically and waive any right to assert that this Agreement is invalid or unenforceable solely because it was formed, signed, or delivered by electronic means. The manner in which notices are given is set forth in Section 27.
Except as otherwise expressly permitted in this Agreement, notices under this Agreement must be in writing. Notices to Osmosis must be sent to [email protected] or the address in Section 30 (Contact Us); notices to Customer may be sent to the email or account contact associated with Customer’s account or as set forth in the applicable Order Form. Notices are deemed given upon confirmed delivery or, for email, upon transmission absent a bounce or error message. Operational notices — such as maintenance, suspension, or billing notices — may be provided by email or in-product notification as described elsewhere in this Agreement.
Osmosis represents and warrants that: (a) it collects and provides data from sources that are publicly or lawfully available to Osmosis at the time of collection; (b) it does not circumvent paywalls, login requirements, or other technical access controls to collect data; and (c) to Osmosis’s knowledge, its data-collection practices comply with applicable law and do not violate the applicable terms of use of the sources from which it collects.
The Services are designed to draw on publicly and lawfully available information and are not designed or intended to source, identify, or deliver material non-public information (“MNPI”). Osmosis maintains commercially reasonable policies and procedures designed to identify and restrict information that Osmosis reasonably believes may constitute MNPI, including procedures to quarantine such information where it is inadvertently encountered. Customer remains solely responsible for ensuring that its use of the Services and any outputs complies with applicable law, including laws governing MNPI and insider trading.
The Services are provided for informational purposes only. Osmosis does not warrant that the Services or any data or outputs are accurate, complete, or error-free, and the Services are not investment advice; Customer retains sole responsibility for its investment, trading, and business decisions.
Customer will not use the Services or any outputs to engage in or facilitate insider trading, market manipulation, or any other use that would violate laws governing material non-public information or the securities laws. This Section is in addition to the restrictions in Section 11.
Platform availability commitments, including uptime targets, service credits, and exclusions, are set forth in Section 18 (Service Availability & Maintenance).
This Agreement, including all Order Forms and any addenda, exhibits, schedules, and policies expressly incorporated by reference, constitutes the entire agreement between the parties regarding the Services and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral, on that subject. A party’s failure to exercise or enforce any right or provision of this Agreement does not operate as a waiver of that right or provision. This Agreement operates to the fullest extent permissible by law. Neither party may assign the Agreement without the other party’s prior written consent, except that either party may assign the Agreement without consent to an affiliate or in connection with a merger, reorganization, change of control, or sale of substantially all assets, provided that the assignee assumes the assigning party’s obligations. Notwithstanding the foregoing, Osmosis may not assign the Agreement to a direct competitor of Customer without Customer’s prior written consent. Neither party will be liable for any loss, delay, or failure to perform (other than payment obligations) caused by events beyond its reasonable control. If any provision or part of a provision of this Agreement is determined to be unlawful, void, or unenforceable, that provision or part is deemed severable and does not affect the validity and enforceability of the remaining provisions. Nothing in this Agreement creates any joint venture, partnership, employment, or agency relationship between the parties.
In the event of a conflict among the documents comprising the Agreement: (a) the SCCs, UK Addendum, Swiss adaptations, and other mandatory transfer terms control to the extent required by applicable law; (b) the DPA controls solely with respect to the processing of Customer Personal Data; (c) the AI and Customer Content Schedule controls solely with respect to its broader protections for Protected Customer Content; (d) the applicable Order Form, including any expressly incorporated signed Security Exhibit or service-specific exhibit, controls commercial scope, pricing, entitlements, service-specific functionality, and other terms expressly negotiated for that Order Form; (e) this MSA controls generally; and (f) online policies and maintained operational materials come last.
An Order Form or other customer schedule overrides a provision of the DPA or AI and Customer Content Schedule only if it expressly identifies the specific provision being amended and states the parties’ intent to amend it. A general reference to a customer policy, purchase order, security schedule, or other document does not override the Agreement. No update to an online policy or maintained operational document will materially reduce Customer’s rights or Osmosis’s obligations during the applicable subscription term unless permitted by the incorporated document’s update process, required by law, or agreed in writing by Customer.
Neither party may use the other party’s name, trademarks, or logos in publicity, marketing materials, customer lists, or announcements without the other party’s prior written consent, which may be given by email.
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:
Osmosis Technologies Inc.
650 Euclid Ave
Berkeley, CA 94708
United States
Email: [email protected]
Website: https://osmosis.fm