Terms of Service

Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," "Client," or "User") and Mezza AI, Inc., a Delaware corporation with its principal place of business in Las Vegas, Nevada, United States ("Mezza AI," "we," "us," "our," or "Company") governing your access to and use of our Investment Science as a Service™ platform, including but not limited to the Drakkar platform, application programming interfaces (APIs), software applications, web services, mobile applications, and all related services, features, functionality, and content (collectively, the "Services").

By accessing, using, or otherwise interacting with our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference into these Terms. If you do not agree with any provision of these Terms, you must discontinue use of our Services immediately. These Terms apply to all users of our Services, including but not limited to institutional investors, asset managers, hedge funds, registered investment advisers, broker-dealers, and other professional financial services entities and their authorized personnel.

If you are using our Services on behalf of an organization, entity, or other legal person, you represent and warrant that you have the legal authority to bind such organization, entity, or legal person to these Terms and that such organization, entity, or legal person accepts these Terms. In such circumstances, references to "you" and "your" in these Terms shall refer to both you individually and the organization, entity, or legal person on whose behalf you are acting.

Description of Services

Mezza AI provides an advanced artificial intelligence-powered investment analytics and research platform designed specifically for institutional investors, professional money managers, and qualified financial services entities. Our Services encompass a comprehensive suite of analytical tools, data processing capabilities, and research methodologies that leverage cutting-edge machine learning algorithms, statistical modeling techniques, and quantitative analysis frameworks to process, analyze, and interpret financial market data, alternative data sources, and other relevant information for investment decision-making purposes.

The core functionality of our Services includes, but is not limited to, predictive analytics and market forecasting capabilities, risk assessment and portfolio monitoring tools, strategic asset allocation and optimization algorithms, data intelligence and alternative data processing capabilities, quantitative research and backtesting frameworks, and application programming interfaces (APIs) for integration with existing investment management systems and workflows. Our platform is designed to process large volumes of financial data from multiple sources, including but not limited to traditional market data, alternative data sources, news feeds, regulatory filings, and other publicly available or licensed information sources.

It is important to understand that our Services are designed to provide analytical tools, insights, and research capabilities to support investment decision-making processes, but they do not constitute investment advice, recommendations, or fiduciary services. Our platform operates as a technology service provider, not as a registered investment adviser, broker-dealer, or other regulated financial services entity. All investment decisions, including but not limited to the selection of securities, determination of investment strategies, execution of trades, and management of investment portfolios, remain the sole responsibility of the user. Our Services are subject to the inherent limitations and risks associated with artificial intelligence technology, data processing, and quantitative modeling, as described in detail in the disclaimers and limitations sections of these Terms.

Eligibility and Account Terms

To access and use our Services, you must meet certain eligibility requirements and maintain compliance with applicable laws and regulations throughout your use of our platform. You represent and warrant that you are a qualified institutional investor, professional investor, or authorized representative thereof, as defined under applicable securities laws and regulations, including but not limited to the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder.

You must be at least eighteen (18) years of age and have the legal capacity to enter into binding agreements under applicable law. You must not be prohibited from using our Services under applicable laws, regulations, or court orders, and you must maintain all necessary licenses, registrations, and authorizations required for your investment activities and use of our Services. You acknowledge that your eligibility to use our Services may be subject to verification and ongoing compliance monitoring, and that we reserve the right to suspend or terminate access to our Services if you fail to maintain compliance with these eligibility requirements.

Upon registration for our Services, you are responsible for providing accurate, complete, and current information about yourself and your organization, including but not limited to contact information, professional credentials, institutional affiliations, and regulatory status. You must maintain the security and confidentiality of your account credentials, including usernames, passwords, and any other authentication mechanisms provided by us. You are responsible for all activities that occur under your account, whether authorized or unauthorized, and you must notify us immediately of any suspected unauthorized access or security breaches. You acknowledge that we may implement additional security measures, including but not limited to multi-factor authentication, IP address restrictions, and session management controls, to protect the security and integrity of our platform and user accounts.

Acceptable Use Policy

You agree to use our Services only for lawful purposes and in accordance with these Terms, applicable laws, regulations, and industry standards. You acknowledge that our Services are designed for professional investment and financial analysis purposes, and you must use our platform in a manner consistent with such intended use. You may not use our Services for any illegal, unauthorized, or prohibited purposes, including but not limited to market manipulation, insider trading, securities fraud, or other activities that violate applicable securities laws or regulations.

You are prohibited from attempting to gain unauthorized access to our systems, networks, or other users' accounts, or from interfering with or disrupting the operation of our Services, servers, or infrastructure. You may not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or algorithms of our platform, software, or technology, except to the extent that such activities are expressly permitted by applicable law and cannot be waived by agreement. You may not use automated systems, bots, or other automated means to access our Services without our prior written consent, and you may not engage in activities that could overload, damage, or impair the performance or functionality of our platform.

You must ensure that you have the legal right and authority to upload, process, and analyze any data or content through our Services, and you must comply with all applicable data protection laws, privacy regulations, and intellectual property rights. You may not upload malicious code, viruses, or other harmful content that could compromise the security or integrity of our platform or other users' systems. You are responsible for maintaining appropriate security measures for your own systems and networks, and for ensuring that your use of our Services does not violate any third-party rights or obligations.

User Content and Data

You retain ownership of your proprietary data, content, and intellectual property that you upload, input, or otherwise provide to our Services. By using our Services, you grant us a limited, non-exclusive, royalty-free license to process, analyze, and use your data solely for the purpose of providing our Services to you, improving our platform functionality, and developing new features and capabilities. This license is limited to the scope necessary for service delivery and does not grant us ownership rights in your proprietary information or intellectual property.

You represent and warrant that you have the legal right and authority to share any data or content that you provide to our Services, and that such data or content does not infringe upon the intellectual property rights, privacy rights, or other legal rights of any third party. You acknowledge that we may use aggregated, anonymized, or de-identified data derived from your use of our Services for analytical purposes, service improvement, and business intelligence, provided that such data does not identify you or your organization and is processed in accordance with applicable data protection laws and our Privacy Policy.

You are responsible for backing up and maintaining copies of your important data and content, as we do not guarantee the availability, accuracy, or completeness of any data stored or processed through our Services. While we implement reasonable security measures to protect your data, you acknowledge that no method of electronic storage or transmission is completely secure, and you assume the risk associated with the transmission and storage of your data through our platform. We may retain certain data in accordance with our data retention policies, regulatory requirements, and legal obligations, as described in our Privacy Policy.

Intellectual Property Rights

Mezza AI retains all rights, title, and interest in and to our platform, software, technology, algorithms, methodologies, trade secrets, know-how, and other intellectual property, including but not limited to patents, copyrights, trademarks, service marks, trade names, and other proprietary rights. Our intellectual property includes, without limitation, our AI models, machine learning algorithms, statistical methodologies, data processing techniques, user interface designs, documentation, training materials, and any modifications, improvements, or derivative works thereof. These intellectual property rights are protected by applicable laws and international treaties, and any unauthorized use, reproduction, distribution, or exploitation of our intellectual property is strictly prohibited.

You retain ownership of your proprietary data, content, investment strategies, methodologies, and other intellectual property that existed prior to your use of our Services or that you develop independently of our platform. However, you acknowledge that any insights, analytics, or recommendations generated by our AI systems using your data may be subject to our intellectual property rights, particularly where such outputs incorporate our proprietary algorithms, methodologies, or technology. You may use such outputs for your internal business purposes in accordance with these Terms, but you may not reproduce, distribute, or commercialize our intellectual property without our express written consent.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your internal business purposes, subject to these Terms and any applicable subscription agreements or service level agreements. This license does not grant you any ownership rights in our intellectual property, and you may not sublicense, assign, or transfer your rights under this license without our prior written consent. You may not use our Services to develop competing products or services, or to reverse engineer our technology for competitive purposes. Any unauthorized use of our intellectual property may result in immediate termination of your access to our Services and potential legal action to protect our rights.

AI Technology Disclaimers and Limitations

Our Services utilize advanced artificial intelligence, machine learning algorithms, and automated processing systems that are subject to inherent limitations, risks, and uncertainties. While our AI technology represents cutting-edge developments in quantitative analysis and predictive modeling, you acknowledge and accept that AI systems have fundamental limitations that may affect their performance, accuracy, and reliability in real-world applications, particularly in complex and dynamic financial markets.

Our AI models and algorithms are subject to various risks and limitations, including but not limited to model risk, which refers to the possibility that our AI models may not perform as expected due to changing market conditions, structural shifts in financial markets, or other factors that were not present in the historical data used to train the models. Data dependencies are another significant limitation, as the performance and accuracy of our AI systems depend heavily on the quality, completeness, timeliness, and availability of input data from various sources, including market data providers, alternative data vendors, and other information sources that may be subject to their own limitations and risks.

The "black box" nature of certain AI processes means that some of our machine learning algorithms may not be fully explainable or interpretable, which can make it difficult to understand the underlying factors driving specific predictions or recommendations. This lack of transparency may limit your ability to validate or challenge AI-generated insights and could potentially lead to overreliance on automated outputs. Additionally, our AI systems may be subject to overfitting risk, where models perform well on historical data but fail to generalize to new or changing market conditions, particularly during periods of market stress, regime changes, or unprecedented events that were not represented in the training data.

We do not guarantee the accuracy, completeness, or reliability of any AI-generated predictions, recommendations, or insights, and we specifically disclaim any warranty regarding the performance of our AI models across all market conditions or time periods. Our AI systems are designed to provide analytical support and augment human decision-making capabilities, not to replace human judgment or decision-making authority. You acknowledge that all investment decisions, including the interpretation and application of AI-generated insights, remain your sole responsibility, and you should exercise appropriate due diligence, professional judgment, and risk management practices when using our Services.

Investment Advisory Disclaimers

It is essential to understand that our Services are designed to provide analytical tools, research capabilities, and technological infrastructure to support investment decision-making processes, but they do not constitute investment advice, recommendations, or fiduciary services. Mezza AI operates as a technology service provider and is not registered as an investment adviser, broker-dealer, or other regulated financial services entity under applicable securities laws and regulations. Our platform is designed to process and analyze financial data using advanced technology, but we do not provide personalized investment advice, recommend specific securities or investment strategies, or act as a fiduciary with respect to your investment decisions.

We do not guarantee investment returns, portfolio performance, or any specific investment outcomes, and we specifically disclaim any responsibility for investment losses, missed opportunities, or other financial consequences that may result from your use of our Services or reliance on any information, analytics, or insights generated by our platform. Past performance of our AI models, algorithms, or analytical tools does not guarantee future results, and you acknowledge that investment activities inherently involve risk of loss, including the potential loss of principal.

You are responsible for ensuring that your use of our Services complies with all applicable securities laws, regulations, and industry standards, including but not limited to requirements related to investment adviser registration, broker-dealer licensing, fiduciary obligations, and disclosure requirements. You must maintain all necessary licenses, registrations, and authorizations required for your investment activities, and you are responsible for ensuring that your use of our Services does not violate any applicable laws or regulations. You should consult with qualified legal, tax, and investment professionals to ensure compliance with applicable requirements and to obtain appropriate investment advice tailored to your specific circumstances and objectives.

Fees and Payment Terms

Fees for our Services are set forth in your subscription agreement, service level agreement, or other written agreement with Mezza AI, and may include various components such as platform access fees, data processing charges, API usage costs, custom development fees, consulting services, and other charges as agreed upon between the parties. All fees are subject to change upon reasonable notice, and any modifications to fee structures will be communicated to you in advance of their effective date. You acknowledge that our fee structure may vary based on factors such as the scope of services provided, volume of data processed, level of customization required, and other factors relevant to the delivery of our Services.

Payment terms are as follows: fees are generally billed in advance on a monthly, quarterly, or annual basis as specified in your subscription agreement, unless otherwise agreed in writing. Payment is due within thirty (30) days of the invoice date, unless different payment terms have been expressly agreed upon. Late payments may result in service suspension, termination of access to our platform, and the imposition of late payment charges at a rate of one and one-half percent (1.5%) per month on any outstanding balances. We reserve the right to require advance payment or security deposits for new accounts or accounts with payment history concerns.

All fees are non-refundable except as required by applicable law or as expressly provided in your subscription agreement. You are responsible for all applicable taxes, duties, charges, and other governmental fees related to your use of our Services, including but not limited to sales taxes, value-added taxes, withholding taxes, and other similar charges. We may be required to collect and remit certain taxes depending on your location and the nature of our Services, and you agree to provide any necessary tax information or documentation required for compliance with applicable tax laws and regulations.

Confidentiality and Data Protection

Both parties may have access to confidential and proprietary information during the course of our business relationship, including but not limited to business strategies, proprietary methodologies, technical specifications, trade secrets, client data, investment information, pricing and commercial terms, and other sensitive information that is not generally known to the public. Each party acknowledges the sensitive and valuable nature of such confidential information and agrees to maintain appropriate safeguards to protect the confidentiality and security of such information in accordance with industry standards and applicable legal requirements.

Each party agrees to use confidential information received from the other party solely for the purpose of performing its obligations under these Terms and any related agreements, and to maintain the confidentiality of such information using at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care. Neither party shall disclose confidential information to any third party without the prior written consent of the disclosing party, except as may be required by applicable law, regulation, or court order, provided that the receiving party gives the disclosing party reasonable notice of any such required disclosure and cooperates with the disclosing party in any efforts to obtain a protective order or other appropriate remedy.

Confidentiality obligations do not apply to information that was publicly known before disclosure, becomes publicly known through no fault of the recipient, was independently developed by the recipient without access to the confidential information, or must be disclosed by law or court order. Upon termination of these Terms or upon the disclosing party's request, the receiving party shall return or destroy all confidential information in its possession, custody, or control, and shall provide written certification of such return or destruction, except that the receiving party may retain one copy of confidential information for archival purposes or to comply with applicable legal or regulatory requirements.

Warranties and Disclaimers

We warrant that we have the legal right and authority to provide the Services to you in accordance with these Terms, and that we will use commercially reasonable efforts to maintain the availability and functionality of our platform in accordance with any applicable service level agreements or performance standards. We also warrant that we will process your data in accordance with our Privacy Policy and applicable data protection laws, and that we will implement reasonable security measures to protect your information against unauthorized access, use, or disclosure.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, OR UNINTERRUPTED OR ERROR-FREE OPERATION. WE SPECIFICALLY DISCLAIM ANY WARRANTY REGARDING THE ACCURACY, PERFORMANCE, OR RELIABILITY OF OUR AI MODELS, ALGORITHMS, OR PREDICTIVE ANALYTICS, AND WE DO NOT WARRANT THAT OUR SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS.

We specifically disclaim any warranty regarding investment outcomes, returns, or performance, and we do not guarantee that the use of our Services will result in profitable investment decisions or positive financial results. We also disclaim any warranty regarding the availability, accuracy, or quality of third-party data sources, market data, or other information that may be processed through our platform. You acknowledge that the use of our Services involves inherent risks, including but not limited to the risks associated with AI technology, data processing, market volatility, and investment activities, and you assume all such risks in connection with your use of our Services.

Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, INVESTMENT LOSSES, OPPORTUNITY COSTS, OR ANY OTHER DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OUR SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Our total liability to you for any claims arising out of or relating to these Terms or the use of our Services shall not exceed the amount paid by you for the Services in the twelve (12) months preceding the claim, regardless of the form of action or theory of recovery. This limitation applies to all claims, whether based on contract, tort, negligence, strict liability, or any other legal theory, and applies even if the limited remedies provided in these Terms fail of their essential purpose.

The limitations of liability set forth in this section do not apply to breaches of confidentiality obligations, intellectual property infringement, gross negligence, or willful misconduct, or to any liability that cannot be limited or excluded by applicable law. You acknowledge that these limitations of liability are an essential part of the bargain between the parties and that we would not provide the Services at the agreed-upon fees without these limitations. The limitations set forth in this section shall survive the termination or expiration of these Terms.

Indemnification

You agree to indemnify, defend, and hold harmless Mezza AI and its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to your use of our Services in violation of these Terms, your violation of applicable laws or regulations, your infringement of third-party rights, your investment decisions or losses, or any other actions or omissions on your part that result in claims against us. This indemnification obligation includes, but is not limited to, claims arising from your unauthorized use of our Services, your violation of intellectual property rights, your failure to comply with applicable securities laws or regulations, and any damages or losses resulting from your investment activities or decisions.

We agree to indemnify, defend, and hold you harmless from and against any claims that our Services infringe the intellectual property rights of any third party, subject to your prompt notification of any such claim, your cooperation in the defense of such claim, and our right to control the defense and settlement of such claim. Our indemnification obligation does not extend to claims arising from your modification of our Services, your use of our Services in combination with third-party products or services, or your use of our Services in a manner not authorized by these Terms. In the event of any claim for which indemnification is sought, the indemnified party shall provide reasonable cooperation to the indemnifying party in the defense of such claim, and the indemnifying party shall have the right to control the defense and settlement of such claim, provided that no settlement may be entered into without the indemnified party's prior written consent, which shall not be unreasonably withheld.

Termination

You may terminate your account and these Terms at any time by providing written notice to us in accordance with the notice provisions set forth in these Terms. Upon termination by you, your access to the Services will cease immediately, and we will delete or anonymize your data in accordance with our data retention policies and applicable legal requirements. You remain liable for any unpaid fees or charges incurred prior to termination, and you acknowledge that certain provisions of these Terms, including but not limited to confidentiality obligations, intellectual property rights, limitation of liability, and indemnification provisions, shall survive termination of these Terms.

We may terminate or suspend your access to our Services immediately upon written notice if you breach any material provision of these Terms, fail to pay fees when due, engage in prohibited activities, or if required by law or regulation. We may also terminate these Terms for convenience upon thirty (30) days' written notice to you. Upon termination by us, all licenses and rights granted to you under these Terms shall immediately cease, and you must discontinue all use of our Services and return or destroy any confidential information in your possession. We may retain certain data and information in accordance with our data retention policies, regulatory requirements, and legal obligations, as described in our Privacy Policy.

Upon termination of these Terms for any reason, all provisions that by their nature should survive termination shall remain in full force and effect, including but not limited to provisions relating to confidentiality, intellectual property rights, limitation of liability, indemnification, dispute resolution, and general provisions. You acknowledge that termination of these Terms does not relieve you of any obligations that accrued prior to termination, including but not limited to payment obligations, confidentiality obligations, and obligations to return or destroy confidential information.

Dispute Resolution

Before initiating any formal legal proceedings, both parties agree to attempt to resolve any disputes, controversies, or claims arising out of or relating to these Terms or the use of our Services through good faith negotiations for a period of at least thirty (30) days. During this period, the parties shall designate representatives with authority to resolve the dispute and shall meet in person or by telephone to discuss the issues in dispute and attempt to reach a mutually acceptable resolution. If the parties are unable to resolve the dispute through negotiations within the specified period, either party may proceed to formal dispute resolution procedures as set forth in these Terms.

Any dispute not resolved through informal negotiations shall be resolved by binding arbitration in accordance with the JAMS Comprehensive Arbitration Rules and Procedures, as modified by these Terms. The arbitration shall be conducted by a single arbitrator with expertise in financial technology, artificial intelligence, or related fields, selected in accordance with the JAMS rules. The arbitration shall be conducted in Las Vegas, Nevada, United States, and the proceedings shall be conducted in the English language. Each party shall bear its own costs and expenses, including attorneys' fees, and the costs of the arbitrator shall be shared equally between the parties, unless the arbitrator determines that a different allocation is appropriate based on the outcome of the arbitration.

YOU AND WE EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OUR SERVICES. All disputes must be brought individually, and neither party may join or consolidate claims with other parties or bring claims on a representative or class basis. This waiver applies to any claims that may arise after termination of these Terms. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction for claims involving intellectual property infringement, breach of confidentiality, or other violations requiring immediate relief, without first engaging in the informal negotiation process described above.

General Provisions

These Terms are governed by and construed in accordance with the laws of the State of Nevada, United States, without regard to conflict of law principles. Any disputes arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the courts located in Las Vegas, Nevada, except as otherwise provided in the dispute resolution section. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms or the Services provided hereunder.

These Terms, together with our Privacy Policy and any subscription agreements, service level agreements, or other written agreements between the parties, constitute the entire agreement between you and Mezza AI with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to such subject matter. No amendment, modification, or waiver of any provision of these Terms shall be effective unless in writing and signed by both parties, except that we may update these Terms by posting revised Terms on our website or providing notice through our Services, with such updates becoming effective thirty (30) days after posting unless otherwise specified.

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. No waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision or any other right or provision.

You may not assign, transfer, or delegate these Terms or any of your rights or obligations hereunder without our prior written consent. We may assign our rights and obligations under these Terms to any affiliate, subsidiary, or successor in interest, or in connection with a merger, acquisition, or sale of all or substantially all of our assets. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither party shall be liable for any delay or failure to perform its obligations under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or other force majeure events.