AUGUR LABS Terms of Use

This Terms of Use (the "Agreement") governs your access to and use of the Service (defined below) provided by Augur Labs LLC ("Augur Labs," "we," "us," or "our"). YOUR USE OF THIS PRODUCT/SERVICE (INCLUDING THE INFINITY PLATFORM) AND ANY OF ITS CONTENTS MADE AVAILABLE TO YOU HEREUNDER, INCLUDING BUT NOT LIMITED TO, ANY TEXT, DATA, INFORMATION, MATERIALS, SOFTWARE, AND GRAPHICS CONTAINED OR PROVIDED THROUGH IT IN ANY FORM OR MEDIA AND ALL SERVICES THAT MAY BE PROVIDED IN CONJUNCTION WITH IT (ALL SUCH INFORMATION, MATERIALS AND SERVICES, COLLECTIVELY, THE "SERVICE") IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS USER AGREEMENT ("AGREEMENT"). BY SUBSCRIBING TO THE SERVICE, USING THE SERVICE IN ANY WAY (INCLUDING BY INSTALLING, COPYING OR OTHERWISE USING ANY SOFTWARE COMPONENT OF THE SERVICE), OR ACCEPTING ANY RELATED SERVICES FROM AUGUR LABS, YOU REPRESENT AND WARRANT THAT YOU: (1) HAVE READ, UNDERSTOOD, AND AGREE TO THIS AGREEMENT IN ITS ENTIRETY; (2) ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH AUGUR LABS AND HAVE THE FULL LEGAL CAPACITY AND AUTHORITY TO ENTER INTO THIS AGREEMENT (OR, IF YOU ARE AGREEING ON BEHALF OF AN ENTITY, YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT); AND (3) AGREE TO BE LEGALLY BOUND BY ALL OF ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SERVICE OR INSTALL ANY SOFTWARE COMPONENT OF THE SERVICE. Augur Labs may change the terms and conditions of this Agreement at any time. A notification of such change(s), as well as the revised Agreement itself, will be posted in the User Profile Area or Help section of the Service. You are solely responsible for regularly checking the User Profile Area or Help section for any posted changes to this Agreement and for reviewing such changes. By using the Service after any such changes take place, you signify your acceptance of the change(s) and your agreement to be bound by them.

1. Use of this Service

Augur Labs grants you a revocable, non-transferable, non-sublicensable, non-exclusive right to use the Service (including the Infinity platform and Information) for internal commercial or personal purposes. You agree that you will not use any Service in breach of this Agreement, any applicable laws, regulations, or market conventions. You will not transmit, undertake or encourage giving unauthorized investment advice or financial promotions, or use a false address or name, or use false details or deceive Augur Labs or other Users.

You may download materials, including charts and data ("Downloaded Materials"). All Downloaded Materials must contain the notice "Source: Augur Labs LLC". Charts derived from the Service and containing this notice may be redistributed. However, all other Information and Downloaded Materials (including all data) are strictly for your internal use. They may not be redistributed, resold, sublicensed, used to create derivative works for external distribution, sale, or third-party use (unless incorporating permitted redistributed Charts), used for the benefit of any third party, or to provide data services to third parties.

Without Augur Labs' prior written consent, and except for permitted chart redistribution, you may not otherwise modify, copy, distribute, or circulate the Service or its content.

Augur Labs has the right, at any time without notice, to: (i) revoke or limit your license to use the Service (or any portion of it); and (ii) change or discontinue providing the Service (or any portion thereof). Augur Labs has no obligation to update the Service or to correct any errors or omissions that might be contained in it.

Your subscription is personal to you, and you may not transfer or share your subscription with another person. This Agreement permits a single user to use any Service and/or access the Information through a single user ID and Password. Use by more than one User accessing through a single user ID is not authorized. If more than one person desires to use the Service, you must purchase an additional license for each additional user. The Service may limit simultaneous logins from multiple devices under a single user ID and may terminate any simultaneous connections.

You shall not use the Service or any part thereof to create, develop, benchmark, or enhance any product or service that competes with the Service or Software provided by Augur Labs. You shall not integrate the Service with any third-party software or service not expressly authorized by Augur Labs.

2. Use of Software

If Augur Labs provides you with Software or access to Software (including any components of the Infinity platform), you may only use such Software in accordance with Augur Labs' instructions and in connection with the Service. You are granted a non-exclusive, non-transferable right to use any Software provided as part of any Service. Any version of Software is licensed, not sold, to you. Unless otherwise specified, Software installation may be limited to a certain number of devices owned and operated by you. You agree not to copy the Software except as expressly allowed by this Agreement or for one copy for archive or backup purposes, provided that you reproduce and place Augur Labs' copyright notice and other proprietary notices on the backup copy. You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not rent, lease, lend, sell, assign, sublicense, or directly or indirectly transfer the Software to any third party.

3. Ownership and Copyright

You acknowledge and agree that the Service (including, without limitation, all Information, Software, and other materials contained in or associated with it) is owned by Augur Labs and/or its content providers ("Content Providers") and is protected by international copyright and other intellectual property laws. You further acknowledge and agree that the Service contains certain proprietary data and Information of Augur Labs and its Content Providers, that you will not use these data or Information for any unlawful or unauthorized purpose, and that you will use reasonable efforts to protect them from illicit distribution or use. You will not remove, conceal, use or amend any copyright, trademark or other proprietary notice incorporated in any Service or in any Software without the owner's prior written consent. Any infringement of the rights of Augur Labs or its licensors may result in legal action.

No rights or licenses are granted to you by implication, estoppel, or otherwise with respect to the Service, Software, or Information, except as expressly set forth in this Agreement.

4. Third-Party Rights

Each Content Provider is a third-party beneficiary of this Agreement to the extent necessary to enable it to enforce its proprietary rights in the data and the applicable use restrictions contained in this Agreement. You acknowledge that third party information and software providers and licensors may have rights in the Information and/or Software which they supply and they may be a third party beneficiary of this Agreement with the right to enforce and enjoy the protection of this Agreement in their own name. You agree to comply with any reasonable restrictions or conditions imposed on the use and access of Information or Software imposed by the relevant third party information provider or licensor. You may be required to enter into a separate agreement with a third-party or licensor in order to receive a Service that contains third-party content or software. Third Party Providers may also have the right to require that Augur Labs terminate your access to their Information.

5. Trademarks

Augur Labs, augurlabs.com, the Augur Labs logo, and Augur Infinity are registered marks of Augur Labs. You will not use or allow any third party to use any of Augur Labs' marks, including but not limited to the foregoing, without Augur Labs's prior express written consent. All marks not owned by Augur Labs are the property of their respective owners.

6. Disclaimer of Warranties

THIS SERVICE IS PROVIDED "AS IS" WITH ALL FAULTS. YOUR USE OF ANY SERVICE IS AT YOUR SOLE RISK. AUGUR LABS AND ITS CONTENT PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND REGARDING THE SERVICE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OWNERSHIP, NONINFRINGEMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NEITHER AUGUR LABS, NOR ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, NOR ANY THIRD PARTY CONTENT PROVIDERS NOR LICENSORS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR HAVE 100% UPTIME NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICE OR AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, OR TIMELINESS OF THE SERVICE OR ANY INFORMATION (INCLUDING FINANCIAL MARKET AND ECONOMIC DATA) PROVIDED THROUGH THE SERVICE. AUGUR LABS IS NOT RESPONSIBLE FOR ANY THIRD PARTY SOFTWARE USED BY YOU IN RELATION TO THIS SERVICE WHERE AUGUR LABS DOES NOT ITSELF DIRECTLY PROVIDE SUCH THIRD PARTY SOFTWARE TO YOU. AUGUR LABS IS NOT LIABLE FOR MATTERS BEYOND ITS REASONABLE CONTROL, SUCH AS PROBLEMS WITH TELECOMMUNICATIONS NETWORKS, COMPUTER VIRUSES, UNAUTHORIZED ACCESS OR ISSUES RELATED TO YOUR SECURITY ARRANGEMENTS. NEITHER AUGUR LABS NOR ANY OF ITS CONTENT PROVIDERS SHALL BE RESPONSIBLE FOR INVESTMENT DECISIONS, DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE SERVICE. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE PERFORMANCE. NEITHER AUGUR LABS NOR ANY OF ITS CONTENT PROVIDERS SHALL BE CONSIDERED AN "EXPERT" UNDER THE SECURITIES ACT OF 1933. NEITHER AUGUR LABS NOR ANY OF ITS CONTENT PROVIDERS WARRANT THAT THE SERVICE OR ANY PORTION OF IT COMPLIES WITH THE REQUIREMENTS OF THE FINRA OR ANY SIMILAR ORGANIZATION OR WITH THE SECURITIES LAWS OF ANY JURISDICTION. THE SERVICE (INCLUDING THE INFINITY PLATFORM) IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT RECOMMEND ANY SECURITIES, FINANCIAL PRODUCTS OR INSTRUMENTS, NOR DOES IT PROVIDE ANY INVESTMENT ADVICE OR OPINION REGARDING THE NATURE, POTENTIAL, VALUE, SUITABILITY OR PROFITABILITY OF ANY PARTICULAR SECURITY, PORTFOLIO OF SECURITIES, TRANSACTION, INVESTMENT STRATEGY, OR FINANCIAL PRODUCT, AND DOES NOT PROVIDE TAX, LEGAL OR INVESTMENT ADVICE. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusions or limitations may not apply in all cases.

7. Limitation of Liability

NEITHER AUGUR LABS NOR ANY OF ITS CONTENT PROVIDERS NOR ANY PERSON THROUGH WHOM AUGUR LABS MAKES THE SERVICE AVAILABLE SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE, OR THE USE OF, OR RELIANCE ON, THE SERVICE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, INCLUDING FOR ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF A RECORD, EXCEPT TO THE EXTENT SUCH DAMAGES ARISE DIRECTLY FROM A WILLFUL BREACH BY AUGUR LABS (OR THAT PERSON) OF ANY OF ITS EXPRESS OBLIGATIONS UNDER THIS AGREEMENT OR EXCEPT TO THE EXTENT OTHERWISE EXPLICITLY MANDATED BY APPLICABLE LAW. EXCEPT TO THE EXTENT OTHERWISE EXPLICITLY PROHIBITED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF AUGUR LABS AND ITS CONTENT PROVIDERS ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE, AND THE USE OF, OR RELIANCE ON, THE SERVICE, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES THAT CAN BE FINALLY PROVED IN A COURT OF COMPETENT JURISDICTION IN AN AMOUNT NOT TO EXCEED $1,000. THIS LIMIT ON LIABILITY DOES NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 OF THIS AGREEMENT OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS OR CONFIDENTIALITY OBLIGATIONS OWED TO AUGUR LABS OR ITS CONTENT PROVIDERS. EXCEPT TO THE EXTENT OTHERWISE EXPLICITLY PROHIBITED BY APPLICABLE LAW, NEITHER AUGUR LABS NOR ITS CONTENT PROVIDERS SHALL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF YOUR DATA, TRADING LOSSES, ECONOMIC LOSS OR LOST PROFITS) ARISING FROM OR RELATING TO THE FOREGOING, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EVEN IF AUGUR LABS OR ITS CONTENT PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Indemnification

You agree to indemnify, defend, and hold harmless Augur Labs, its affiliates and its Content Providers from and against any and all claims, liabilities, losses, damages, judgments, settlements, costs, and expenses (including, without limitation, reasonable attorneys' fees and court costs) of any kind arising from or relating to: (i) your use of the Service, including any trading or other activity via the Service; (ii) your breach of this Agreement; (iii) any User-Provided Content (as defined in Section 13) uploaded, posted, published, or transmitted by you in connection with the Service, including any claim that such User-Provided Content infringes or misappropriates any third party's intellectual property rights or violates any applicable law or regulation; (iv) any third party accessing any part of the Information through or by means of you; (v) modification of all or part of the Information by you; (vi) your use of all or part of the Information after Augur Labs has notified you that it should not be used; or (vii) your breach of Augur Labs' or its Content Providers' intellectual property rights in the Information. Additionally, you agree to indemnify and hold harmless Augur Labs from and against any and all claims, liabilities, damages, and losses (including reasonable legal fees and costs) arising out of or related to any financial losses you may incur based on any reliance upon data, information, or services provided by Augur Labs, including but not limited to decisions made based on such data or services. You acknowledge that any use of the Service is at your own risk and that Augur Labs shall not be liable for any investment decisions or losses. Your indemnification obligations under this Section 8 shall survive the termination or expiration of this Agreement.

9. User Password and Security Features

If you are required to select a password or are provided with other security features (e.g., PIN, token) (collectively, "Security Features") to access or use the Service, you may then modify that password at any time as often as you like (if applicable). You may not select any password that violates any third party's rights or is offensive, improper, or inappropriate. If Augur Labs determines in its sole discretion that any password you select is inappropriate for any reason, Augur Labs may delete that password and/or limit or terminate your access to the Service. Your Security Features are for your personal use only, and you agree to keep them secret and confidential and not to share them with anyone, nor assign, sell, barter, transfer, or exchange them. YOU ARE RESPONSIBLE FOR ALL USE, ACTIVITIES, AND CHARGES ASSOCIATED WITH OR ARISING FROM ANY USE OF YOUR SECURITY FEATURES, REGARDLESS OF WHETHER YOU AUTHORIZED SUCH USE. YOU MUST PROMPTLY NOTIFY AUGUR LABS OF ANY UNAUTHORIZED USE OF YOUR SECURITY FEATURES or if you learn or suspect that a Security Feature has been obtained by another person or been compromised. You agree to cooperate with Augur Labs' reasonable security investigations. Any attempt to access any part of the Service which requires Security Features without the required Security Features and/or payment of applicable fees, or any attempt to tamper with Security Features, is unlawful and a material breach of this Agreement and could result in penalties. Augur Labs may change Security Features on notice to you for security reasons.

10. Third-Party Web Sites, Links, and Information

The Service may contain information, products, and services provided by third parties and links (including advertisements) to Web sites made available by third parties. This information and these products, services, and links are provided only as a convenience to users of this Service. Augur Labs does not control this information or these products, services, or Web sites. Augur Labs does not make any representations or warranties, express or implied, regarding this information or these products, services, or Web sites and shall not be liable for any information or services received from them. Inclusion of any of the foregoing in conjunction with the Service does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Augur Labs with respect to any third party, any third party's Web site or its content, or any information, products, or services provided by a third party. Augur Labs assumes no responsibility or liability for any material outside of the Augur Labs Service which may be accessed through any such "link".

11. Stock Quotes

Where available within the Service, U.S. intraday exchange quotes are provided by third party information providers. All quotes are believed to be correct, but Augur Labs does not warrant or guarantee the accuracy, completeness or timeliness of any such information. Augur Labs advises you to always confirm the price of a particular investment with a broker or other party executing its sale, purchase or redemption, as appropriate.

12. Privacy and Information Made Available by You

Augur Labs shall have the right to use and disclose any information provided by you through the Service (including but not limited to information provided through email) or made available through your use of the Service, for any lawful purpose. Your details may be used by Augur Labs, its third party information providers and/or its licensors. In no event shall you be entitled to any compensation for the use of any of this information.

13. Use of Augur Labs Community and User-Provided Content

To the extent the Service involves any access to any forum, blog, private message, email, or other medium (e.g., a comments section within a video or associated with an article, features that involve the sharing of charts, data, programming code, etc.) by which discussions may be effected or by which you may upload, post, publish or transmit data or other materials (individually and collectively, the "Augur Labs Community"), you understand and agree that Augur Labs makes no representations or warranties with respect to any such portion of the Augur Labs Community or with respect to any messages, information, or materials contained in it. You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to upload, post, publish, or transmit any messages, information, or materials (including any data) you provide through the Service ("User-Provided Content"), and that such User-Provided Content does not and will not infringe, misappropriate, or violate any third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You are solely responsible for all your User-Provided Content and the consequences of posting or publishing it. Augur Labs does not endorse any User-Provided Content or any opinion, recommendation, or advice expressed therein, and Augur Labs expressly disclaims any and all liability in connection with User-Provided Content. You acknowledge and agree that your use of, or reliance upon, any such messages, information, or materials is at your sole risk and expense. Augur Labs does not, and cannot, review all of the information and materials provided in the Augur Labs Community and has no responsibility or liability for any such information or materials or their use. If Augur Labs becomes aware of any information or materials that it determines violate the terms of this Agreement or the Augur Labs Community policies promulgated by Augur Labs from time to time or that Augur Labs otherwise deems inappropriate in its sole discretion, Augur Labs reserves the right to delete, move, or edit any such information or materials. To the extent that you use the Augur Labs Community, you covenant that you will: (a) comply with the Augur Labs Community policies promulgated by Augur Labs from time to time; (b) be solely responsible for your use of the Augur Labs Community and any User-Provided Content provided by you or through another user making use of your password; (c) not advertise or offer to sell goods or services of any kind in the Augur Labs Community; and (d) not upload, post, publish, or transmit any User-Provided Content that (i) restrict or inhibit any other user from accessing, using or enjoying the Service, (ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit, or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law, (iv) violate or infringe the rights of Augur Labs or any third party (including but not limited to copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity), (v) constitute or contain false or misleading indications of origin or statements of fact, (vi) constitute unsolicited commercial content, spam, or contain software or other materials for which you do not have the necessary rights to distribute, or (vii) contain any viruses or other harmful component. By uploading, posting, publishing, or transmitting any User-Provided Content in connection with the Augur Labs Community, you hereby grant to Augur Labs and its affiliates a royalty-free, worldwide, perpetual, transferable, irrevocable, nonexclusive license (with the right to sublicense) to use, copy, modify, display, publicly perform, distribute, reproduce, and create derivative works of the foregoing in any form, media, software, or technology of any kind now existing or developed in the future for the purposes of operating, providing, improving, promoting, and developing the Service and other Augur Labs products and services.

14. Term and Termination

This Agreement will take effect from the date on which you first use or subscribe to the Service and shall remain in effect so long as you have a subscription to any Service or until Augur Labs terminates this Agreement earlier pursuant to its terms. Either you or Augur Labs may terminate a subscription at any time during a billing cycle, with such termination typically effective from the first day of the next billing cycle, as further detailed in the "Cancellation" section for Premium Services. Augur Labs may terminate or suspend your access to the Service or any part thereof, immediately and without prior notice or liability, if you are in material breach of any term of this Agreement and fail to remedy such breach (if capable of remedy) within 5 days of Augur Labs requesting that you do so. Failure to make payment of any applicable fees when due constitutes a material breach of this Agreement. Augur Labs may also terminate or suspend your access if you cease to meet any published eligibility criteria for the Service, if any related service is ended, for security reasons, or where it is reasonable to do so to protect its or another's legitimate interests. Upon such cancellation or termination, you will have no further right to access or use any portion of the Service.

14A. Data Retention and Deletion Upon Termination

Upon termination of this Agreement, you are required to delete all Information and Downloaded Materials (collectively, "Augur Data") in your possession, custody, or control. You will not be required to delete Augur Data that (a) resides on your automated backup tapes or disaster recovery servers where permanent deletion would be commercially impracticable, provided that any such retained Augur Data shall remain subject to all confidentiality, use restrictions, and other applicable terms of this Agreement and shall not be accessed for any other purpose; or (b) consists of copies of Augur Data maintained solely to the extent required by applicable law or regulation or maintained pursuant to your bona fide, consistently applied, and reasonable internal document retention program, provided that such retained Augur Data remains subject to all confidentiality, use restrictions, and other applicable terms of this Agreement. Upon Augur Labs' request, you shall provide written certification of such deletion and compliance with this Section.

15. Changes to Service and Notice

Augur Labs retains sole and absolute discretion and control over the form, features, and content of any Service. Augur Labs may modify, enhance, suspend, discontinue, or cancel any Service or part of any Service at any time and without notice.

Augur Labs will use reasonable efforts to provide you with notice of any material modification, suspension, discontinuation, or cancellation of the Service that adversely affects your use of the Service; however, you recognize that where the modification or cancellation is imposed by a third-party information provider, Augur Labs may be required to give you less or no notice. For Premium Service changes, refer to the "Premium User Provisions".

16. Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the State of New York, U.S.A., without giving effect to any choice-of-law or conflict-of-law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than that of the State of New York. You hereby consent to, and agree to bring any and all claims in, the exclusive jurisdiction of the state and federal courts located in New York County, New York, U.S.A., for any action or proceeding arising under or relating to this Agreement, the Service, or the use of, or reliance on this Service, whether based in contract or tort or otherwise. Each party expressly waives the right to trial by jury.

17. Entire Agreement

This Agreement, including any specific terms related to Premium Services and any other referenced policies or terms herein or posted by Augur Labs on the Service, constitutes the entire agreement between you and Augur Labs regarding the subject matter hereof and supersedes any and all prior or contemporaneous negotiations, representations, warranties, undertakings, or agreements, whether written or oral, between the parties regarding such subject matter.

18. Severability

To the maximum extent possible, each provision in this Agreement shall be interpreted in such a manner as to be valid and enforceable under applicable law. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be modified so as to be rendered valid and enforceable while implementing, to the maximum extent possible, the original intent of such provision. If such modification is not possible or allowed, then such provision shall be ineffective only to the extent of such unenforceability or invalidity without affecting the remainder of such provision or any other provisions in this Agreement.

19. Export and Compliance with Laws

You agree to fully comply with all applicable laws and export regulations. You represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services (each an "Embargoed Country"), as such list of Embargoed Countries may be updated by the U.S. Government from time to time, nor are you a prohibited party identified on any U.S. Government restricted party list. Augur Labs may terminate this Agreement with immediate effect if you breach these provisions.

20. No Waiver

Delay or failure by either party in enforcing this Agreement at any time will not constitute a waiver by that party of its rights or remedies then or in the future.

21. Assignment

You may not assign any of your rights and obligations under this Agreement or any part of it, and any purported assignment made by you shall be ineffective. You agree that Augur Labs may assign any or all of its rights and obligations under this Agreement to any affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets related to this Agreement, without your prior consent.

22. Notices

Except as otherwise specified herein, any notices to Augur Labs must be sent to the email address [email protected] or other addresses as Augur Labs may specify. Notices to you may be sent to the email address you provided during registration, posted in the User Profile area or Help section of the Service, or by any other method deemed reasonable by Augur Labs. Any email which Augur Labs sends you in respect of the Service shall be deemed effective within 24 hours of sending.

23. Survival

Clauses relating to Ownership and Copyright, Trademarks, Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law and Jurisdiction, Entire Agreement, Severability, and any other provisions which by their nature should survive (including but not limited to clauses relating to User-Provided Content and restrictions on use of Information and Downloaded Materials), shall survive the termination or expiration of this Agreement.

24. Force Majeure

Neither party shall be liable for any loss or failure to perform its obligations under this Agreement due to circumstances of force majeure, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials, or for any other cause beyond such party's reasonable control. If such circumstances continue for more than 3 months, either party may cancel any affected Service immediately upon notice to the other party.

25. Audit Rights

Augur Labs and its third-party providers (including Content Providers) have the right, by themselves and/or through their agents, during normal business hours and with reasonable advance notice (e.g., 5 business days), to audit your compliance with this Agreement. You agree to cooperate with such audits. If an audit reveals non-compliance, you shall be responsible for the costs of such audit and any applicable charges resulting from the non-compliance. During any such verification, auditors will comply with your reasonable requirements relating to security, health and safety, and confidentiality.

26. Premium User Provisions

In addition to the above, the following provisions apply to you if you subscribe to the Premium portion of the Service ("Premium Service"):

Subscribing to the Premium Service

You may not use the Premium Service without a valid subscription from Augur Labs—at which point you will be deemed a "Premium Member". To obtain a subscription, you must register for the Premium Service either by completing and submitting the online registration or billing form and providing Augur Labs with all of the required enrollment information. Your subscription will not be valid unless and until Augur Labs accepts your completed registration. By registering for the Premium Service, you represent and warrant that all registration information that you provide is true, complete, and accurate, and you agree to notify Augur Labs promptly of any changes to this registration information.

AUTOMATIC RENEWAL OF PREMIUM SERVICE

You may be offered a free trial subscription to the Premium Service and this free trial subscription will normally begin on the date on which Augur Labs accepts your completed registration. Unless cancelled by you or Augur Labs during this trial period, the initial term of your regular paid Premium Service subscription will start immediately after the free trial period ends, and will continue for the length of time that you selected when you registered. If you have ever taken a free trial to the Premium Service, you will not be eligible to receive another free trial. Instead, the initial term of your Premium Service subscription will begin immediately upon Augur Labs accepting your registration and your method of payment will be charged for the subscription fee associated with the term length you selected when you registered. In those instances where you subscribe to the Premium Service using a special or introductory offer, unless you notify us that you wish to cancel your Premium Service subscription before the end of its initial term, your Premium Service subscription will automatically renew for the period of time specified in that offer and your method of payment will be charged the subscription fee in effect at the time for that subscription term length. Other than as described elsewhere in this section, unless you notify us that you wish to cancel your Premium Service subscription before the end of its then-current subscription term, your Premium Service subscription will continue to automatically renew for successive terms of the same duration and your method of payment will be charged for each such renewal at the subscription fee in effect at the time of that renewal.

Changes to the Premium Service

AUGUR LABS RESERVES THE RIGHT TO CHANGE THE PREMIUM SERVICE AT ANY TIME WITHOUT NOTICE (INCLUDING BUT NOT LIMITED TO ADDING OR REMOVING FEATURES AND DATASETS). ). IF YOU ARE DISSATISFIED WITH ANY SUCH CHANGES, OR IF YOU ARE OTHERWISE DISSATISFIED WITH THE PREMIUM SERVICE (INCLUDING BUT NOT LIMITED TO ITS PERFORMANCE OR AVAILABILITY), YOUR ONLY REMEDY IS TO CANCEL YOUR SUBSCRIPTION, AS SET FORTH BELOW.

Charges and Billing Practices

Subscription fees are authorized at the time of registration and will be processed following any applicable free trial period. Subscription fees apply for the full subscription term, regardless of actual usage, and are non-refundable except as expressly stated otherwise in this Agreement or as may be required by mandatory applicable law. Current rates can be found on the Pricing page of the Service. Augur Labs reserves the right to change the fees it charges for products, services or features (collectively, “Products”) offered in connection with the Premium Service and/or the Service at any time. These sorts of changes include, but are not limited to, adding fees for new/optional Products and/or modifying fees for existing Products. By using any of the Products, with which there are associated fees, you agree to pay those fees. If you do not want to pay these associated fees, you must cancel your subscription, as set forth below. For absence of doubt, if Augur Labs increases the base Premium Service subscription fee at some point during your then-current subscription term, that increased fee will only apply to you upon the next renewal, if any, of your Premium Service subscription.

Payment for the Premium Service may be made by credit card, debit card, wire transfer, ACH, or other methods approved by Augur Labs at its sole discretion. If you wish to use a payment method other than a credit card, you must contact Augur Labs at [email protected] for payment instructions and approval. Your subscription will only become active once payment has been received and processed successfully.

If you pay by credit card and the number or expiration date for your credit card changes for any reason (for instance, you get a new number because your old card expired, was stolen, etc.), that updated information may be automatically passed on from your credit card issuer to Augur Labs, and if we do receive such information, it will be treated by Augur Labs as if it were originally furnished by you. To learn more about this pass-along service being provided by your credit card issuer, please contact it directly. While you are a Premium Subscriber, you must promptly notify Augur Labs—if any information you provided to us related to your credit card—for instance, your billing address—changes or is no longer valid for any reason. Absent such notification, Augur Labs will assume that all of the information related to your credit card remains valid and will submit to the card processor all information that it requires for approval, both when you initially subscribe and, if applicable, upon the commencement of any renewal of that subscription. If any subscription fees or other charges billed to your credit card are declined for any reason, Augur Labs shall have the right to suspend your subscription until such subscription fees or other charges are paid in full. You agree to pay all costs (including attorneys’ fees) and interest at the maximum rate allowed by law on any overdue amounts incurred by Augur Labs in collecting any unpaid subscription fees or other charges from you. To notify Augur Labs, please email us at [email protected].

Cancellation

If you purchased your Premium Service subscription through Augur Labs, you may cancel it by sending an email to [email protected]. If you cancel your subscription during your free trial period, you will not be responsible for the payment of a subscription fee. However, except as otherwise provided herein, if you cancel your Premium Service subscription at any time after your trial period expires, your subscription to the Premium Service will continue in effect until the next anniversary of the effective date of your paid subscription. (For example, if you are on a monthly plan and your paid Premium Service subscription start date is on January 1 and you cancel it on June 15, your Premium Service subscription remains in effect until July 1, at which time it ends.) Augur Labs may at any time immediately cancel your subscription, without notice or liability, if it determines in its sole discretion that: (i) you have breached any portion of this Agreement; or (ii) your use of or access to the Premium Service or any other portion of the Service violates any applicable law or regulation or otherwise inhibits any other subscriber from using or accessing any portion of the Service, including, without limitation, the Premium Service. Upon such cancellation, you will have no further right to access or use any portion of the Service. None of the foregoing limits any other legal, equitable, or contractual rights available to Augur Labs. Augur Labs may, in its sole discretion, choose not to renew your subscription by sending a notice of non-renewal at any time during your subscription term to the email address you provided when completing your registration or any updated email address you have provided to Augur Labs. You will be deemed to have received this notice, whether or not you saw it or the email address provided by you continues to be valid. In the event of such a notice, your subscription will cease and will not automatically renew at the end of your then-current subscription term.

If you purchased the Premium Service via the Apple In-App Purchase (IAP) mechanism, then, subject to applicable law, you may only cancel your Premium Service subscription through Apple. Please direct all questions regarding the status of your account to Apple and reference your Apple ID. Please refer to the app’s License Agreement in the Apple iTunes app store for more details.

26A. Premium Data Terms

Certain premium data offerings available through the Premium Service may be subject to additional fees and additional terms and conditions ("Premium Data Terms"). These Premium Data Terms will be presented to you prior to your access to such premium data and must be accepted separately as a condition of accessing that specific data. In the event of any conflict between this Agreement and any Premium Data Terms, the Premium Data Terms shall govern solely with respect to the applicable premium data offering. Your use of such premium data constitutes your agreement to be bound by the applicable Premium Data Terms. Augur Labs may suspend or terminate your access to any premium data if you violate the corresponding Premium Data Terms, in addition to any other remedies available under this Agreement or at law.

26B. Data Reclassification

Augur Labs reserves the right, at its sole discretion, to reclassify any data as Premium Data at any time. In such cases:(i) Augur Labs will provide notice of such reclassification through the Service to affected users; (ii) continued access to reclassified data may require additional fees and acceptance of additional terms and conditions ("Premium Data Terms"); (iv) Any such reclassification will not constitute a modification of this Agreement requiring additional consent, except as may be required by applicable law. This reclassification right applies to all data types including but not limited to market data, economic indicators, and analytical data. Augur Labs may implement technical measures to restrict access to reclassified data for non-premium users following the notice period.

Last Updated: June 4, 2025