Terms of service
Soria, Inc. (“Soria,” “we,” “us,” or “our”) provides access to our online product offerings and related services (“Services”) to you (“Customer,” “you,” or “your”) subject to this Terms of Use agreement (“Terms of Use”). These Terms of Use apply alongside any additional, legally binding agreement you might have signed with Soria—such as an Order Form or similar service agreement—intended to govern your use of the Services (collectively, a “Service Agreement”). To the extent there is a direct conflict between these Terms of Use and any written Service Agreement, the Service Agreement terms will control. Capitalized terms used here but not defined will have the meaning given in the applicable Service Agreement. The term “Agreement” refers collectively to the Service Agreement (if any) and these Terms of Use.
Soria may periodically update these Terms of Use at its discretion and without prior notice. The date at the top of this document indicates the most recent changes. By continuing to access or use the Services following any such revisions, you automatically agree to be bound by the updated Terms of Use. If you decide not to accept any revised Terms of Use, you must stop using the Services and inform Soria within thirty (30) days of the effective date of the change.
1. SERVICES
Subject to this Agreement, Soria will provide you with online access to (i) our main website, located at [www.soria.com] and (ii) any additional product- or research-focused web addresses provided in the Service Agreement (the “Website”). This includes the software platform identified in the Service Agreement, along with updates, bug fixes, error corrections, enhancements, improvements, related content (defined below), reports, and any other material we furnish. Collectively, these offerings are referred to as the “Services.”
Your usage rights for the Services may be subject to additional limitations stated in your Agreement, such as the number of authorized users (“Authorized Users”), subscription periods, or other usage limitations. If the Service Agreement references any “additional services,” those become part of the Services under this Agreement.
2. LICENSE GRANT AND USAGE RESTRICTIONS
License Grant
Soria grants you a limited, non-exclusive, non-transferable, and non-sublicensable license for your Authorized Users to access the Services (via web browser, mobile application, or API) solely for your internal business or personal, non-commercial purposes. Sharing of user credentials or other means of accessing the Services is strictly prohibited. Each Authorized User’s username and password must be used only by the individual assigned those credentials. If an individual who is not an Authorized User obtains access through someone else’s credentials, you will be required to purchase an equivalent license for that individual.Restrictions
Except where explicitly allowed under this Agreement, neither you nor your Authorized Users may (nor may you permit any third party to):(a) Rent, lease, sell, reproduce, create derivative works of, sublicense, assign, or otherwise transfer your rights to the Services or any Content to a third party.
(b) Reverse-engineer, decompile, disassemble, or otherwise try to derive the source code of the Services or any Content.
(c) “Scrape” or use data mining, robots, or similar extraction methods on the Services or any Content.
(d) Remove or obscure any product identification, proprietary notices, or copyright notices from the Services or any Content.
(e) Reproduce, distribute, or publicly display the Services, any Content, or user interface, or share it with anyone who is not an Authorized User; this includes inputting it into any external AI model, large language model (LLM), or software hosted outside your own systems.
(f) Programmatically access the Services or any Content without explicit permission.
(g) Use the Services for time-sharing, service bureau, or any arrangement that benefits a third party.
(h) Use the Services or Content in any tool (automatic, semi-automatic, or manual) created to detect malicious code or data, or for any unlawful purpose.
(i) Attempt to violate any security measures related to the Services or any Content.
(j) Use the Services or any Content in violation of the law.
(k) Use the Services or any Content with other platforms or tools—including as inputs for AI or language models—without Soria’s prior written approval.
3. PASSWORDS AND SECURITY
Soria (or your designated administrator) will assign a unique password for each Authorized User. You and your Authorized Users bear responsibility for maintaining the confidentiality of all such passwords, and ensuring that each password is used only by the Authorized User to whom it was given. You are accountable for all activity and charges associated with your account. Notify Soria immediately if you discover unauthorized use of your account or other security breaches. We will not be liable for any losses arising from stolen or misused passwords if you have not followed these requirements. You may replace Authorized Users by notifying Soria and deactivating credentials for the departing user.
4. CONTENT
General
Use of the Services is at your own risk for any documents, materials, data, information, or other communications (“Content”) that are submitted, disseminated, displayed, uploaded, or transmitted through the Services. This includes both:Customer Content: Content uploaded by or on behalf of you or your Authorized Users.
Soria Content: Content provided by Soria in connection with the Services.
You waive any potential claim against Soria or its affiliates, directors, officers, employees, and agents (collectively, “Soria Parties”) for any liability arising from Customer Content or any non-Soria Content that passes through the Services. Neither Soria nor any Soria Party accepts liability for any third-party claims related to Content that is not Soria Content. If your subscription to certain Services includes the ability to integrate or synchronize your Customer Content with Soria’s platform, your monthly or overall data limits may be specified in the Service Agreement (e.g., 100MB per Authorized User, 5GB total per Customer).
Customer Content
Ownership and Responsibility
You acknowledge that Soria does not own nor control your Customer Content. We do not verify or endorse Customer Content.Rights of Third Parties
If your Customer Content contains or depicts any third-party intellectual property rights (e.g., copyrighted material, trademarks, rights of publicity), the holders of those rights may claim infringement if you or any Authorized User share such Content through the Services. You agree to indemnify and hold harmless the Soria Parties from any claim arising from your Customer Content.Representations and Warranties
You represent and warrant that:Your Customer Content and its submission to the Services comply with this Agreement and all applicable laws.
Your Customer Content will not violate or infringe the privacy, publicity, or intellectual property rights of any third party.
You will promptly address any notices or claims related to your Customer Content, including DMCA takedown requests.
Your Customer Content is free of viruses or malicious code.
You maintain adequate backups and security measures for your Customer Content.
Your Customer Content is not subject to any agreement that would be breached by your usage of the Services.
Your Customer Content is not harmful, hateful, obscene, or otherwise objectionable.
You will promptly notify Soria if you learn any of these representations were inaccurate.
Soria’s Rights
We do not review all Content on the Services, and we reserve the right (but have no obligation) to remove or alter Content that we believe might violate this Agreement or someone’s intellectual property rights. We may also terminate or disable any Authorized User accounts involved in such violations. You acknowledge that if you choose to share Customer Content with others (through any sharing functionality), the recipients may see, copy, or further share your content.License to Soria
You give Soria and its contractors the right to transmit and use your Customer Content as necessary to deliver the Services, comply with a governmental request, or as required by law.
Third-Party Content
Certain content within the Services may be owned by third parties. Such third-party materials (“Third-Party Content”) are protected by copyright. We may source such materials from financial markets data vendors, news organizations, or public websites. Should access to Third-Party Content end, we will make reasonable efforts to find an alternative. You agree not to reproduce or commercially exploit Third-Party Content without express authorization. You further agree to follow any reasonable instructions from Soria regarding proper attribution. These obligations continue even after this Agreement’s termination.Intellectual Property
Ownership
Soria and our licensors own all intellectual property rights in the Services, Soria Content, and related documentation. Aside from the license rights granted herein, no ownership rights transfer to you. We reserve all rights not expressly granted.Trademarks
Soria’s marks and logos (and any corresponding domain names or service marks) belong exclusively to Soria. Other product or company names mentioned in the Services may be trademarks of their respective owners. You may not use any trademark or logo of Soria or a third party without prior permission.
Artificial Intelligence
The Services may occasionally feature AI-generated information. While we use advanced generative AI technologies, you acknowledge the possibility of errors, omissions, or misleading data. You should verify AI-generated output through reliable sources before making decisions. AI content is provided for informational purposes only and should not replace independent research or professional advice.Disclaimer
THE SERVICES AND ALL CONTENT ARE PROVIDED “AS IS.” SORIA DISCLAIMS ALL WARRANTIES—EXPRESS, IMPLIED, OR STATUTORY—INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ACCURACY. WE DO NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE SERVICE. YOU ASSUME ALL RESPONSIBILITY FOR ANY RELIANCE ON THE SERVICES OR CONTENT.
5. SUPPORT AND TRAINING
We will provide standard email and in-app support for Authorized Users during normal business hours, Monday through Friday (excluding holidays), with the specific hours observed by Soria. We may also offer training for the Services at a level generally provided to all our customers. Please designate a point of contact to interface with our support team.
6. CUSTOMER OBLIGATIONS
Hardware and Connectivity
You must procure and maintain the necessary hardware, software, and internet access for using the Services. You are responsible for any fees related to this access (e.g., ISP or data charges).Conduct
You are fully responsible for the activities of your Authorized Users while using the Services. You and your Authorized Users agree to comply with these Terms of Use, and you assume liability for any breach by your Authorized Users.Privacy
You and your Authorized Users must comply with all data privacy laws applicable to your activities. If personal data will be processed through the Services, our Data Processing Agreement (the “DPA”) applies and is incorporated by reference. Our [Privacy Policy] at [www.soria.com/privacy-policy] is also integrated into this Agreement.
7. FEES AND TAXES
Fees
You agree to pay the fees specified in the Service Agreement, under the terms and billing schedule stated there (“Fees”). Unless otherwise agreed, all Fees are in U.S. dollars, non-refundable, and typically billed annually in advance.Payment
Unless otherwise specified, payments are due net thirty (30) days from the invoice date. Late payments may accrue interest at 1% per month (or the highest rate allowed by law). You will cover any collection costs, including reasonable attorneys’ fees, for overdue amounts.Service Suspension
We may suspend your access to the Services if payment is not received within five (5) business days of our written notice that your account is overdue.Taxes
Quoted Fees exclude sales, use, excise, or similar taxes (other than those on Soria’s net income). You are responsible for all applicable taxes. If Soria pays such taxes on your behalf, you agree to reimburse us upon receipt of proof of payment.Additional Users and Services
During the term, you can add more Authorized Users or gain access to additional Services, subject to additional fees at our then-current rates. Any changes may be documented via email or purchase order (subject to Section 17.4).
8. TERM AND RENEWAL
This Agreement begins on the “Effective Date” stated in the Service Agreement and continues until all subscribed Services have expired or been terminated. The initial subscription period (“Initial Term”) is as specified. At the end of the Initial Term, unless stated otherwise, the Services will automatically renew for successive one-year periods (each an “Extended Term”) unless you or Soria elect not to renew by providing at least 90 days’ written notice prior to the renewal date. Email is acceptable for renewal notices.
9. TERMINATION
Termination for Breach
Either party may terminate this Agreement by written notice if the other party materially breaches any term and fails to remedy the breach within thirty (30) days after receiving written notice detailing the breach.Termination for Insolvency
Either party may terminate if the other party is placed in receivership, makes an assignment for the benefit of creditors, files for bankruptcy, is adjudicated bankrupt, or liquidates or dissolves.Mutual Agreement
Both parties can agree in writing to terminate this Agreement at any time.Effect of Termination
Upon termination, your rights to access the Services end immediately. You must stop using the Services and make any outstanding payments for Services rendered up to the termination date. Sections intended to survive (including confidentiality, indemnifications, limitations of liability, etc.) will remain in effect.
10. CONFIDENTIALITY
Obligations
Each party agrees to keep the other’s confidential or proprietary information strictly confidential, using at least the same care it would use to protect its own similar information. “Confidential Information” includes (i) nonpublic information disclosed during the Agreement’s performance that should be recognized as confidential, (ii) the terms and conditions of this Agreement, and (iii) usage metrics or data regarding your use of the Services. Upon termination, the receiving party will return or destroy the disclosing party’s Confidential Information at the disclosing party’s request.Exclusions
Confidential Information does not include information that (i) was already known by the receiving party, (ii) becomes publicly known without breach, (iii) is legally disclosed by a third party, (iv) is disclosed with the disclosing party’s written consent, or (v) is independently developed by the receiving party without using the disclosing party’s confidential data. Legally compelled disclosures (e.g., subpoena) are not deemed a breach, provided the receiving party promptly notifies the disclosing party to allow pursuit of a protective order.
11. INDEMNIFICATION
Your Indemnification
You agree to indemnify, defend, and hold harmless Soria and its affiliates, officers, employees, or agents from all claims, damages, or liabilities (including reasonable legal fees) that arise out of your (or your Authorized Users’) (i) breach of Section 2 (License Restrictions), Section 4 (Content), or Section 10 (Confidentiality) or (ii) negligence or misconduct.Soria’s Indemnification
We will indemnify you (and your affiliates, officers, employees, and agents) against any third-party claim alleging that your authorized use of the Services infringes that third party’s intellectual property rights. If an injunction prevents you from using the Services, Soria may (i) obtain for you the right to continue using it, (ii) modify or replace the infringing parts to avoid infringement, or (iii) terminate the affected Services and issue a prorated refund of fees paid for the unused period. This indemnification does not apply if the claim arises from modifications not made by Soria, your or your Authorized Users’ violation of this Agreement, or any Customer Content or Third-Party Content.Conditions of Indemnification
Neither party will settle a claim without the other’s written consent if the settlement (i) is not confidential, (ii) requires admission of liability, (iii) requires any stipulation of a contested fact, or (iv) imposes a financial or reputational obligation on the other. Each party must promptly notify the other of any such claim, though a delay in notice will only limit the indemnified party’s rights to the extent the indemnifying party is prejudiced by the delay.
12. LIMITATION OF LIABILITY
Limit on Direct Damages
EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS, OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY’S (NOR SORIA’S LICENSORS’ OR PROVIDERS’) TOTAL LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE AMOUNTS YOU PAID TO SORIA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.No Indirect Damages
EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS, OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY (OR SORIA’S LICENSORS OR PROVIDERS) BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR INCIDENTAL DAMAGES, INCLUDING LOST DATA OR PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. GOVERNING LAW AND VENUE
This Agreement is governed by the laws of the State of New York, excluding any conflict of law principles. All disputes shall be resolved in the state or federal courts located in New York, New York, and both parties consent to the jurisdiction of these courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
14. ARBITRATION AGREEMENT
Any dispute arising out of or relating to this Agreement (other than claims for injunctive or equitable relief) must be resolved by binding arbitration through the American Arbitration Association under its Commercial Arbitration Rules. The arbitration award will include reasonable attorneys’ fees and can be enforced in any court of competent jurisdiction. All claims must be brought in an individual capacity and not as part of a class action. By agreeing to these Terms, you waive any right to participate in a class action or consolidated proceeding.
15. WAIVER OF JURY TRIAL
Each party irrevocably waives any right to a jury trial for any dispute arising under or related to this Agreement.
16. MARKETING
You agree that Soria may include your name and/or logo in a general list of our customers and refer to you as a Services user in our marketing materials.
17. GENERAL
Relationship of the Parties
This Agreement does not create an agency, partnership, franchise, or joint venture between the parties. Each party is an independent contractor.Notices
Except as otherwise provided, all notices must be in writing and addressed to the contact listed in the Service Agreement (or as updated). For contractual notices, you agree that communication by email is acceptable, and that any legal requirement for “written” communication is satisfied by electronic means.Assignment
Neither party may assign or transfer its rights or duties under this Agreement without written consent from the other, except in connection with a merger or sale of all or substantially all assets. Any unauthorized assignment is void.Entire Agreement
This Agreement (along with any addenda, exhibits, and schedules) constitutes the entire understanding between the parties regarding its subject matter, superseding all prior oral or written agreements. Any terms included in a purchase order or similar document that differ from these Terms are void unless both parties expressly agree in writing.Force Majeure
Neither party is liable for delays or failures caused by events outside its reasonable control, including natural disasters, war, terrorism, strikes, internet outages, or government action.Severability
If a provision of this Agreement is found unenforceable, it does not affect the rest of the Agreement, which remains in force.Waiver
A party’s failure to enforce any term does not constitute a waiver of that term or any other terms. No waiver is binding unless in writing.Cumulative Rights and Remedies
All rights and remedies provided herein are cumulative with those at law or in equity.California Residents
Under California Civil Code Section 1789.3, residents of California are entitled to certain consumer rights information. The provider of the Website is Soria, Inc., [Insert Address]. For any complaints or requests for further information, please contact us at [email/phone].Construction
Terms like “including” or “for example” should be read as “including, without limitation.” Other grammatical conventions (e.g., singular vs. plural) are to be interpreted to achieve the underlying intent of the provision.
If you have any questions about these Terms of Use, please contact us at [insert relevant contact email or phone number].
By accessing or using the Services, you affirm that you have read, understood, and agreed to these Terms of Use.
Disclaimer: This document is provided for informational purposes only and does not constitute legal advice. Always consult qualified legal counsel to ensure compliance with applicable laws and regulations.
