Master Subscription Agreement (MSA)
Version 2026-05-29 · Last updated May 29, 2026
Table of Contents
- Parties
- Agreement
- Order Forms & Self-Service Orders
- Services Definition
- Our Services
- Intellectual Property Rights
- User Representations
- User Registration and Authorized Users
- Purchases and Payment
- Subscriptions
- Prohibited Activities
- Feedback
- Third-Party and Public-Source Content
- Services Management
- Privacy and Data Protection
- Confidentiality
- Term and Termination
- Service Availability & Maintenance
- Governing Law
- Dispute Resolution
- Corrections
- Disclaimer
- Limitations of Liability
- Indemnification
- Customer Data
- Electronic Communications, Transactions, and Signatures
- Notices
- Service Integrity and Compliance Standards
- Miscellaneous
- Contact Us
1. Parties
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.
2. Agreement
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.
3. Order Forms & Self-Service Orders
- Order-Form Orders: Governed by the version of this MSA stated in the applicable Order Form; billed per the payment terms set forth in that Order Form.
- Self-Service Orders: Governed by the version of this MSA linked at checkout; billed via the payment method presented at checkout.
3.1 Version Locking.
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.
3.2 Future Versions.
Osmosis may publish updated versions of this MSA at https://osmosis.fm/terms for use with future Orders. 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.
4. Services Definition
The "Services" consist of the Osmosis data-intelligence platform, which ingests and analyzes publicly 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 of any conflict.
The Services provide research and intelligence to support Customer's business activities, such as sales, investor relations, business development, market mapping, relationship intelligence, and organization and industry monitoring, and other internal business purposes. 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 outputs against the underlying source materials before relying on them.
"Customer Data" means data, content, files, lists, prompts, configurations, account information, user information, 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, excluding Content, Third-Party Content, and Service outputs that are not specific to Customer.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
Customer may provide or generate Customer Data in connection with the Services, including without limitation target lists, watchlists, account lists, user information, configuration inputs, and information generated through Customer's and its users' use of the Services (including usage and activity data). Osmosis will process Customer Data as described in the Agreement, the applicable Order Form, and the Privacy Policy.
5. Our Services
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.
6. Intellectual Property Rights
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").
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.
We reserve all rights not expressly granted to Customer in and to the Services, Content, and Marks.
6.1 License Grant.
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, and organization and industry monitoring, and related internal analysis, in each case as permitted by the applicable Order Form.
6.2 Restrictions.
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's use and sharing of Service outputs is governed by Section 6.3. Customer may not use the Services or Service outputs to develop, train, benchmark, or improve a competing product or service.
6.3 Service Outputs.
Subject to the Agreement and applicable Order Form, Customer may use reports, alerts, summaries, exports, and other outputs generated by the Services for Customer's business purposes, including incorporating insights derived from 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 outputs available in a manner that functions as a substitute for the Services.
Customer may not (a) resell, license, or distribute Service outputs, or the underlying data, as a standalone data product or feed; (b) make outputs available to third parties in bulk or in a manner that substitutes for those third parties obtaining their own access to the Services; or (c) use outputs to build, train, or operate a competing product or service. Using outputs to inform Customer's own products, services, advice, and client deliverables is permitted and is not a prohibited resale or distribution.
6.4 API and MCP Access.
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. Outputs obtained through such access are subject to the same use 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.
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).
7. User Representations
By using the Services, you represent and warrant that:
- (1) if you are accepting this Agreement or using the Services on behalf of an entity, you have the authority to bind that entity to this Agreement, in which case "Customer" refers to that entity;
- (2) all registration information you submit will be true, accurate, current, and complete;
- (3) you will maintain the accuracy of such information and promptly update such registration information as necessary;
- (4) you have the legal capacity and you agree to comply with this Agreement;
- (5) you are not a minor in the jurisdiction in which you reside;
- (6) you will not access the Services through unauthorized automated or non-human means, whether through a bot, script, or otherwise; provided that authorized access through Osmosis's API or MCP server as permitted under an Order Form is not a breach of this representation;
- (7) you will not use the Services for any illegal or unauthorized purpose;
- (8) your use of the Services will not violate any applicable law or regulation; and
- (9) you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, you are not listed on any U.S. government restricted-party list, and you will not access or use the Services in violation of applicable export control or sanctions laws.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
8. User Registration and Authorized Users
8.1 Authorized Users.
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.
8.2 Registration and Account Security.
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.
8.3 Authentication and Single Sign-On.
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.
9. Purchases and Payment
Order-Form Purchases
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.
Self-Service Checkout
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.
Free Offerings
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:
- Free Offerings carry no entitlement to paid features, SLAs, support, or other paid remedies, and no fees are due for them.
- Osmosis may modify, suspend, or discontinue any Free Offering at any time without notice.
- Free Offerings are provided "as is," and Osmosis retains all right, title, and interest in and to the content and materials comprising them as set forth in Section 6.
- The Order-Form Purchases, Self-Service Checkout, and Failed Payments provisions do not apply to Free Offerings.
- Free access to or use of the Osmosis platform (such as a free trial or no-charge tier) is governed by this Agreement, and the user is a Customer as defined in Section 1. Free publications and content distributed to the public without platform sign-up (such as reports, podcasts, or newsletters) may instead be governed by the separate terms or notices posted with that content.
Failed Payments
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.
Taxes
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.
10. Subscriptions
Billing and Renewal
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.
Free Trial
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.
Cancellation
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].
Fee Changes
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.
11. Prohibited Activities
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:
- Redistribute, resell, sublicense, or otherwise make the Services or any Content available to third parties except as expressly permitted in the Agreement or applicable Order Form.
- Systematically retrieve data or Content from the Services to create or compile a collection, compilation, database, or directory, except as expressly permitted in the Agreement or applicable Order Form.
- Circumvent, disable, bypass, or otherwise interfere with security- or access-related features of the Services, including any measures that restrict or limit the use or copying of Content.
- Decipher, decompile, disassemble, or reverse engineer any of the software comprising the Services, except as permitted by applicable law.
- Copy or adapt the software underlying the Services.
- Access the Services through unauthorized automated means — including any bot, script, scraper, spider, robot, data-mining, or similar data-gathering or extraction tool — other than authorized access through Osmosis's API or MCP server as permitted under an Order Form, or standard search-engine or web-browser usage.
- Upload or transmit viruses, malware, or other harmful code, or otherwise interfere with, disrupt, or impose an undue burden on the Services or any connected networks or systems.
- Trick, defraud, or mislead Osmosis; attempt to obtain another user's account credentials; impersonate any person or entity or misrepresent your affiliation; or create accounts by automated means or under false pretenses.
- Remove or alter any copyright or other proprietary rights notice in the Content.
- Use information obtained from the Services to harass, abuse, or harm another person.
- Use the Services in a manner that violates any applicable law or regulation.
- Use the Services or Service outputs to develop, train, benchmark, or improve a competing product or service, or resell, redistribute, or externally commercialize the Services or Service outputs except as expressly permitted in the Agreement or applicable Order Form. For the avoidance of doubt, Customer's use of the Services and Service outputs for its own business purposes as permitted under Section 6 is not prohibited by this provision.
12. Feedback
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.
13. Third-Party and Public-Source Content
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.
13.1 Notice and Takedown.
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].
14. Services Management
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.
14.1 Suspension.
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.
15. Privacy and Data Protection
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. In the event of a conflict between the Privacy Policy and this Agreement, this Agreement controls. Osmosis's processing of Customer Data is governed by Section 25.
The Services are hosted in the United States, and Customer Data and other information may be processed in the United States and other jurisdictions where Osmosis or its service providers operate. Customer is responsible for providing any notices to, and obtaining any consents from, its Authorized Users and other individuals as required for Osmosis to process such information in connection with the Services. If the parties enter into a data processing addendum, that addendum governs the processing of personal data to the extent of any conflict with this Section.
Osmosis may use third-party service providers and subprocessors to provide, host, secure, support, and improve the Services. Osmosis is responsible for its subprocessors' processing of Customer Data to the same extent Osmosis would be responsible if performing such processing itself. Upon Customer's reasonable request, Osmosis will provide a current list of subprocessors involved in processing Customer Data.
16. Confidentiality
16.1 Definition.
"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.
16.2 Exclusions.
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.
16.3 Obligations.
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 employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.
16.4 Compelled Disclosure.
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.
16.5 Return or Destruction.
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 copies retained in routine backup systems or as required by applicable law, which shall remain subject to the confidentiality obligations herein.
16.6 Duration.
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.
17. Term and Termination
In the event of any conflict between this Section 17 and the applicable Order Form, the Order Form shall control.
17.1 Order-Form Orders.
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.
17.2 Self-Service Orders.
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.
17.3 Termination for Material Breach.
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.
17.4 Effect of Termination.
Upon expiration or termination, (a) Customer's right to access and use the Services ceases, (b) Customer shall pay all outstanding fees for Services rendered through the termination date, and (c) each party shall return or destroy the other party's Confidential Information as set forth in Section 16 (Confidentiality), and Osmosis shall handle Customer Data as set forth in Section 25.3.
17.5 Survival.
Any provision that by its nature should survive expiration or termination will survive, including Section 9 (accrued payment obligations), Section 16 (Confidentiality), 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.
18. Service Availability & Maintenance
18.1 Availability.
Osmosis will use commercially reasonable efforts to make the Services available 99.5% of the time in each calendar month, excluding scheduled maintenance windows.
18.2 Scheduled Maintenance.
Osmosis may perform scheduled maintenance, which will be communicated to Customer at least 48 hours in advance via email or in-dashboard notification.
18.3 Updates & Deprecations.
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.
18.4 Interruptions.
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.
18.5 Service Credits.
If monthly availability falls below 99.5%, Customer may 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.
18.6 Exclusions.
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.
18.7 Alpha and Beta Features.
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.
18.8 Support.
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.
19. Governing Law
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.
20. Dispute Resolution
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.
Informal Negotiations.
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.
Forum Selection.
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.
Exceptions.
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.
21. Corrections
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.
22. Disclaimer
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 service availability commitment in Section 18, the confidentiality obligations in Section 16, the security and data obligations in Section 25, the limited warranty in Section 22.1, and the representations in Section 28.1(a)–(c).
22.1 Limited Warranty.
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.
23. Limitations of Liability
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.
24. Indemnification
24.1 Osmosis Indemnification.
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.
24.2 Customer Indemnification.
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.
24.3 Exclusions and Limits.
Neither party shall settle any claim in a manner that imposes an obligation on 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.
25. Customer Data
25.1 Information Security.
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 applicable Security Exhibit or Order Form. Osmosis will handle Customer Data in accordance with its Privacy Policy and applicable law.
25.2 Backups.
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.
25.3 Data Retention and Deletion.
Upon termination of this Agreement, Osmosis will, at Customer's written request, delete or return Customer Data within thirty (30) days, except for (a) data retained in routine backup systems, which will be deleted in the ordinary course, and (b) data that Osmosis is required to retain by applicable law or regulation. Osmosis will confirm deletion in writing upon Customer's request.
25.4 Security Incidents.
Osmosis will notify Customer without undue delay upon becoming aware of any unauthorized access to or disclosure of Customer Data (a "Security Incident"). Such notification will include, to the extent known, a description of the incident, the types of data affected, and the corrective measures taken or planned. Osmosis will cooperate with Customer in investigating and remediating the incident.
25.5 Ownership and Use of Customer Data.
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Osmosis will use Customer Data to provide, configure, secure, and support the Services for Customer, and as otherwise expressly permitted by the Agreement or applicable Order Form.
Osmosis may also use Customer Data in aggregated or de-identified form to operate, analyze, secure, and improve the Services, including to improve data extraction, relevance, quality of outputs, and model performance, provided that such use does not identify Customer or any individual and does not permit Customer Data, Customer-specific inputs, Customer-specific outputs, target lists, watchlists, relationship data, or other Customer-specific information to be reconstructed, disclosed, or made available to any other customer or third party.
Customer's data and content — including its target lists, watchlists, relationship data, Customer-specific inputs, and Customer-specific outputs — will never be made available to, shared with, or used as consumable content for any other customer or user. Osmosis will not use Customer Data to train models in a manner that would allow Customer-specific information to be identified, reconstructed, or disclosed to another customer or third party.
26. Electronic Communications, Transactions, and Signatures
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.
27. Notices
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.
28. Service Integrity and Compliance Standards
28.1 Data Sourcing and Material Nonpublic Information (MNPI)
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.
28.2 Acceptable Use of Market Information
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.
28.3 Service Level Agreement
Platform availability commitments, including uptime targets, service credits, and exclusions, are set forth in Section 18 (Service Availability & Maintenance).
29. Miscellaneous
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.
29.1 Order of Precedence.
In the event of a conflict among the documents comprising the Agreement, the following order of precedence will apply: first, the applicable Order Form; second, any data processing, security, or service-specific addendum; third, this MSA; and fourth, any policies or other documents incorporated by reference. No update to any online policy will materially reduce Customer's rights or Osmosis's obligations during the applicable subscription term unless agreed in writing by Customer.
29.2 Publicity.
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.
30. Contact Us
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