Welcome to OpenMarket. These Terms of Service ("Terms") govern your access to and use of the OpenMarket website located at open-market.io (the "Site"), including the OpenMarket platform (the "Platform"), and any related services, features, content, or applications offered by OpenMarket Intelligence Inc., a Delaware corporation ("OpenMarket," "we," "us," or "our"). By accessing or using the Site, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the Site.
1. Acceptance of Terms
By accessing or using the Site, you represent that you are at least 18 years old and have the legal capacity to enter into these Terms. If you are using the Site on behalf of an organization, you represent that you have the authority to bind that organization to these Terms. These Terms apply to all visitors, users, and others who access or use the Site.
The Site is currently intended for users located in the United States. If you access the Site from outside the United States, you do so at your own risk and are responsible for compliance with applicable local laws.
By accessing or using the Site, you consent to receive communications from OpenMarket electronically, including by email and through notices posted on the Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
2. Regulatory Status and Disclaimers
2.1 Not a Broker-Dealer
OpenMarket is not registered as a broker-dealer with the U.S. Securities and Exchange Commission ("SEC") or any state securities regulator, and is not a member of the Financial Industry Regulatory Authority ("FINRA") or the Securities Investor Protection Corporation ("SIPC"). We do not effect securities transactions, hold customer funds or securities, or receive transaction-based compensation. OpenMarket does not act as an agent, intermediary, solicitor, or broker for any party on the Site.
2.2 Not an Investment Adviser
OpenMarket is not registered as an investment adviser with the SEC or any state, and does not provide personalized investment advice. Nothing on the Site constitutes a recommendation to buy, sell, or hold any security, or advice regarding any investment decision.
2.3 No Investment Advice
Any information, content, or materials provided on the Site, including market data, investment trends, fund information, or user-generated content, is provided for general informational purposes only and should not be construed as investment advice, legal advice, tax advice, or any other professional advice. You should consult with qualified professionals before making any investment or financial decisions.
2.4 No Endorsement
OpenMarket does not endorse, verify, or guarantee any user, fund, investment opportunity, or any content posted on the Site. The presence of any information on the Site does not constitute our recommendation or endorsement. We do not verify the accuracy, completeness, or reliability of any information provided by users or third parties.
2.5 No Offer or Solicitation
Nothing on the Site constitutes an offer to sell or a solicitation of an offer to buy any security. Any investment opportunities that may be discussed on or in connection with the Site are offered solely pursuant to separate offering documents and only to investors who meet the applicable eligibility requirements. OpenMarket does not receive any transaction-based compensation related to any investment that may result from connections made through the Site.
3. User Accounts
To access certain features of the Site, you may be required to create an account. You agree to: (a) provide accurate, current, and complete information during registration; (b) maintain and promptly update your account information; (c) maintain the security of your password and account; (d) accept responsibility for all activities that occur under your account; and (e) immediately notify us of any unauthorized use of your account. We reserve the right to suspend or terminate your account if any information provided is inaccurate, incomplete, or violates these Terms.
4. User Content
4.1 User Responsibility
You are solely responsible for any content you post, upload, or otherwise make available through the Site ("User Content"). You represent and warrant that your User Content: (a) does not violate any law or regulation; (b) does not infringe the rights of any third party; (c) is not false, misleading, or deceptive; and (d) does not constitute an unlawful offer or solicitation of securities.
4.2 No Endorsement of User Content
We do not endorse, verify, or assume responsibility for any User Content. User Content represents the views and opinions of the users who post it and does not represent the views or opinions of OpenMarket. You acknowledge that you may be exposed to User Content that is inaccurate, offensive, or objectionable, and you agree to waive any legal or equitable rights or remedies you have against OpenMarket with respect to such User Content.
4.3 License to User Content
By posting User Content, you grant OpenMarket a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with the Site and our business operations. This license terminates when you delete your User Content or your account, except to the extent your content has been shared with others or is retained for legal compliance.
4.4 Right to Remove
We reserve the right, but have no obligation, to monitor, edit, or remove any User Content at our sole discretion, for any reason or no reason, including User Content that we determine violates these Terms or may create liability for us.
5. Prohibited Uses
You agree not to use the Site: (a) for any unlawful purpose or in violation of any applicable law or regulation; (b) to engage in any conduct that could constitute a general solicitation or general advertising of securities in violation of applicable exemptions; (c) to post false, misleading, or fraudulent information; (d) to impersonate any person or entity; (e) to harass, abuse, or harm another person; (f) to interfere with or disrupt the Site or servers or networks connected to the Site; (g) to use any automated means to access the Site; (h) to collect or store personal data about other users without their consent; (i) to transmit viruses, malware, or other harmful code; (j) in any manner that could cause OpenMarket to be required to register as a broker-dealer or investment adviser; or (k) to post, share, or communicate material non-public information ("MNPI") concerning any publicly traded security or its issuer. You agree not to provide OpenMarket or other users with MNPI through the Site under any circumstances.
6. Intellectual Property
The Site and its original content (excluding User Content), features, and functionality are and will remain the exclusive property of OpenMarket and its licensors. The Site is protected by copyright, trademark, and other laws. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent. Nothing in these Terms grants you any right to use our trademarks, logos, or other brand features.
7. Third-Party Links and Services
The Site may contain links to third-party websites or services that are not owned or controlled by OpenMarket. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that OpenMarket shall not be responsible or liable for any damage or loss caused by or in connection with the use of any such content, goods, or services available through any such websites or services.
8. Disclaimer of Warranties
THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE MAKE NO WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT ON THE SITE, INCLUDING USER CONTENT. THE SITE MAY USE ARTIFICIAL INTELLIGENCE AND AUTOMATED TOOLS TO GENERATE OR DISPLAY CONTENT, INCLUDING BUT NOT LIMITED TO PROFILES, TAGS, SENTIMENT INDICATORS, RECOMMENDATIONS, AND SEARCH RESULTS ("AI OUTPUTS"). AI OUTPUTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE INVESTMENT ADVICE, AN ENDORSEMENT, OR A REPRESENTATION OF ACCURACY OR COMPLETENESS. YOU SHOULD NOT RELY ON AI OUTPUTS AS THE BASIS FOR ANY INVESTMENT OR BUSINESS DECISION.
9. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OPENMARKET, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SITE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SITE; (C) ANY CONTENT OBTAINED FROM THE SITE; (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; OR (E) ANY INVESTMENT DECISION YOU MAKE BASED ON INFORMATION OBTAINED THROUGH THE SITE. IN NO EVENT SHALL OUR TOTAL LIABILITY EXCEED FIVE HUNDRED DOLLARS ($500) OR THE AMOUNT YOU PAID US IN THE TWELVE MONTHS PRECEDING THE CLAIM, WHICHEVER IS GREATER. The foregoing limitations shall not apply to liability arising from OpenMarket's gross negligence, willful misconduct, or fraud.
10. Indemnification
You agree to defend, indemnify, and hold harmless OpenMarket and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to (a) your use of the Site; (b) your User Content; (c) your violation of these Terms; (d) your violation of any law or regulation; (e) any investment transaction you enter into as a result of connections made through the Site; or (f) any dispute between you and another user. OpenMarket will provide you with prompt written notice of any claim subject to indemnification; provided, however, that failure to provide such notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced by such failure. You shall cooperate as reasonably requested by OpenMarket in the defense of any claim. OpenMarket reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not settle any claim without OpenMarket's prior written consent.
11. Dispute Resolution and Arbitration
11.1 Informal Resolution
Before initiating any formal dispute resolution proceeding, you agree to first contact us at support@open-market.io to attempt to resolve the dispute informally. We will attempt to resolve the dispute through good-faith negotiation for at least thirty (30) days before either party may initiate arbitration.
11.2 Binding Arbitration
Any dispute arising out of or relating to these Terms or the Site shall be finally settled by binding arbitration administered by JAMS (or, if JAMS is unavailable, AAA) in accordance with its Streamlined Arbitration Rules and Procedures, before a single arbitrator in Wilmington, Delaware. YOU AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.
11.3 Waiver of Jury Trial
YOU AND OPENMARKET EACH WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.
11.4 Opt-Out
You may opt out of this arbitration agreement by sending written notice to support@open-market.io within 30 days of first accepting these Terms.
11.5 Small Claims Court
Notwithstanding Section 11.2, either party may bring a qualifying claim in small claims court in the county where you reside or in Delaware, provided that such claim is within the jurisdictional limits of the small claims court and remains on an individual (non-class, non-representative) basis.
11.6 Injunctive Relief
Notwithstanding Section 11.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.
12. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. To the extent that any lawsuit or court proceeding is permitted hereunder, you agree to submit to the exclusive personal jurisdiction of the state and federal courts located in Delaware.
13. Changes to Terms
We reserve the right to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect by posting the updated Terms on the Site and updating the "Last Updated" date. Your continued use of the Site after any changes become effective constitutes your acceptance of the new Terms.
14. Termination
We may terminate or suspend your access to the Site at any time, with or without cause. For termination without cause, we will provide at least seven (7) days' notice. We may suspend your access immediately pending investigation if we reasonably believe you have violated these Terms. We may terminate immediately and without notice if you violate any provision of Section 5 (Prohibited Uses). Upon termination, your right to use the Site will immediately cease. Upon termination, all provisions of these Terms that by their nature should survive will survive, including Sections 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification), and 11 (Dispute Resolution and Arbitration).
15. General Provisions
These Terms constitute the entire agreement between you and OpenMarket regarding the Site. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction. These Terms do not create any third-party beneficiary rights in any person or entity. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, riots, government action, power failures, internet or telecommunications failures, or cyberattacks, provided that the affected party gives prompt notice and uses reasonable efforts to mitigate the impact. Any claim arising out of or relating to these Terms or your use of the Site must be brought within one (1) year after the cause of action arises, or such claim is permanently barred.
16. Contact Information
If you have any questions about these Terms, please contact us at: support@open-market.io.