SERA IQ Terms of Service

Last updated: October 19, 2026

These Terms of Service (the "Terms") are a binding agreement between Facto Global LLC, a Delaware limited liability company ("Facto", "we", "us" or "our"), and the business entity on whose behalf an account is opened ("Subscriber" or "you"). Facto operates SERA IQ. BY CHECKING THE BOX AT SIGN-UP, OR BY ACCESSING OR USING THE SERVICE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SERVICE.

SECTION 14 CONTAINS A BINDING ARBITRATION AGREEMENT AND A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ IT.

1. Definitions

1.1 "Account" means the credentials and profile through which one Authorized User accesses the Service.

1.2 "Authorized User" means the single natural person, employed by or acting for Subscriber, who is named on the Account.

1.3 "Content" means all data, filings, figures, rankings, analyses, notes, charts, scores, text, exports and other material made available through the Service, including Public Record Data, Third-Party Data and Facto Materials. Content does not include Subscriber Content.

1.4 "Exported Data" means any Content downloaded, copied, printed or otherwise taken from the Service, in any format.

1.5 "Facto Materials" means the Service, its software, design, compilations, selections, arrangements, classifications, calculations, rankings, analyses, research notes and every derivative of them, excluding Public Record Data in the form filed with a government agency.

1.6 "Fees" means the subscription charges stated at checkout or on the Account page, as changed under Section 5.

1.7 "Public Record Data" means information taken from filings made with, or published by, a government agency, including filings with the U.S. Securities and Exchange Commission.

1.8 "Prohibited Purpose" has the meaning in Section 4.3.

1.9 "Service" means SERA IQ, including its website, applications, emails, exports and any feature Facto adds, changes or removes from time to time.

1.10 "Third-Party Data" means data that Facto obtains from, or under licence from, a third party other than a government agency.

1.11 "Facto Parties" means Facto and its licensors, affiliates, members, managers, officers, employees and agents.

1.12 "Demo Access" has the meaning in Section 3.9.

1.13 "Subscriber Content" means the names, notes and other text that Subscriber enters in the Service, including the details of any raise that Subscriber describes or saves, the firms and issuers that Subscriber follows, and the names and notes of Subscriber's workspaces.

1.14 "Privacy Policy" means the SERA IQ Privacy Policy posted in the Service, as Facto changes it from time to time.

1.15 "Feature Rules" has the meaning in Section 3.12.

1.16 "OFAC" has the meaning in Section 3.4.

2. Eligibility and Accounts

2.1 Business use only. The Service is offered to businesses for business purposes. You represent that you are a business entity, that the person accepting these Terms is authorized to bind you, and that you are not a consumer acquiring the Service for personal, family or household purposes.

2.2 One user per Account. Each Account is for one Authorized User. Credentials may not be shared, pooled or used by more than one person. Facto may monitor sessions to enforce this Section and may suspend an Account that it reasonably believes is shared.

2.3 Accuracy and security. You shall keep Account information accurate and credentials confidential. You are responsible for all activity under your Account, whether or not you authorized it.

2.4 Sanctions and export control. You represent that neither you nor your Authorized User is located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, or listed on, or owned or controlled by a person listed on, any U.S. government restricted-party list. Facto may refuse, suspend or terminate any Account that it reasonably believes does not meet this Section, without refund.

3. The Service

3.1 Access. Subject to these Terms and payment of the Fees, Facto grants Subscriber a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the subscription term for the Authorized User to access and use the Service for Subscriber's internal business purposes.

3.2 Changes to the Service. Facto may add, change, suspend or remove any feature, data source, Content, limit or other part of the Service, and any Feature Rules, at any time, with or without notice. Such a change is not a change to these Terms under Section 13 and needs no amendment of them. Facto has no obligation to keep any particular feature, data source, Content or level of coverage. A change under this Section gives no right to a refund, credit or other remedy, except that if Facto discontinues the Service as a whole, Section 7.1(b) applies. Fees change only under Section 5.3.

3.3 Usage limits. The Service applies limits, including on exports, filing pages, searches, the number of firms whose contact details may be opened and the rate of requests, and, during the first days of a first subscription under Section 5.5(b), the limits stated in the Service, as stated in the Service or on the Account page. Facto may change those limits at any time. Limits are part of the Service and are not a promise of any minimum. Facto may apply limits automatically and may pause an Account, without notice, where its automated controls indicate automated or abnormal use. A pause is not a termination and gives no right to a refund or credit.

3.4 Research service; no advice. The Service is a research and information service. Facto is not a broker-dealer, investment adviser, placement agent, finder, funding portal or fiduciary. Facto does not solicit, introduce, recommend, negotiate or arrange any investment or transaction, does not contact investors or issuers on Subscriber's behalf, and receives no compensation contingent on any transaction. Nothing in the Service is investment, legal, tax, accounting or other professional advice, or an offer or solicitation to buy or sell any security. Any match, fit, ranking or list of firms shows what public filings record about size and kind of capital, and is never a representation that any firm would invest in, place or support any offering. The Service does not provide, raise, arrange or guarantee capital, and no statement on Facto's website or in the Service that the Service helps Subscriber find capital or equity means that any firm will invest. Subscriber is solely responsible for its decisions and for its compliance with securities and other laws in any contact it makes. Examples on Facto's website and in Facto's marketing use fictional firms and illustrative figures; they are not results for any actual raise, firm or Subscriber. The Service shows public records as filed. It is not an anti-money-laundering, know-your-customer, sanctions screening or background-check service, and Facto does not perform due diligence for Subscriber; every search of the Service, including on its Records search page, covers only the records the Service holds, as of the dates the Service states. No result, including a statement that no record or no match was found, is a clearance, verification or endorsement of any person or firm, and Subscriber remains solely responsible for its own legal and regulatory obligations, which the Service does not perform for it. Contact details shown as filed, lists of issuers whose filings name a firm, and links to public records are facts drawn from filings and other public records; none is a recommendation, reference or introduction by Facto. Links to records kept by others, including the SEC, FINRA BrokerCheck and the U.S. Treasury's Office of Foreign Assets Control ("OFAC"), lead to websites that Facto does not control and for which it is not responsible.

3.5 Research notes. Research notes and analyses published in the Service ("Analysis"), including the views of economic conditions and cycles shown in the Service with the Analysis, are general market commentary, published on a regular schedule to all subscribers and not tailored to any person. They are drafted with the assistance of artificial intelligence and checked by automated controls. Any view in the Analysis, including any stated level of the risk of a recession or of any other economic event, is Facto's opinion, based on the data shown in the Service and formed under Facto's own rules; it is not a forecast, prediction, measurement or rating, it may change with any publication without notice, and Subscriber shall not rely on it as the basis of any investment, financing or other decision. Calls made in the Analysis are graded in the Service once their data is published, and past results do not predict future results. Facto, its members, managers and affiliates may hold positions in, or raise capital in, markets and securities discussed.

3.6 Data as filed. Public Record Data is shown as filed. Filers may make errors, and Facto does not correct, verify or complete what was filed. Figures that Facto calculates, counts or classifies are Facto's own methods and may differ from other sources. Comparisons and aggregates, including comparisons of raises like one Subscriber describes, describe filings already made, count a raise once under Facto's own rules, may lag the market, and are not a forecast, valuation or appraisal. Words, dials and readings that the Service shows about markets, industries and classes of raises, including beside a raise that Subscriber describes or saves, are produced by Facto's fixed rules from published data, are the same for every raise of the same kind, and are not advice about any raise or about when to raise capital. Contact details, the place that a placement firm's own Form D filings give for it, answers to Item 11 of Form ADV and the individuals a firm lists among its leaders are shown as filed, and a broker-dealer's business address as the SEC's list of active broker-dealers gives it for the month the Service shows; any of them may have changed since it was filed or listed. Facto links records from different sources, including a placement firm named in Form D filings to that list and to the Form D filings that give its place, by its own rules from the names and numbers filed, and a link may be wrong or missing. An answer to Item 11 of Form ADV is the firm's own answer about itself and its advisory affiliates, may cover only the last ten years, and is not a finding by Facto.

3.7 Third-Party Data. Third-Party Data is provided as received from its sources. Facto may add, withdraw or change any Third-Party Data at any time, including as its licences require. Third-party sources make no warranty to Subscriber and have no liability to Subscriber.

3.8 Removal of records. Facto may remove, withhold or hide any Content at any time, including in response to a request from a person named in a record, a law or a court order.

3.9 Demo access. Facto may, in its sole discretion, invite a business to use the Service without charge for a limited term stated in the invitation or on the Account page ("Demo Access"). No Fees are charged for Demo Access, and no payment method is required for it. Demo Access is subject to daily limits on searches, profiles and filing pages stated in the Service, which Facto may change at any time. Demo Access does not include the names of individuals shown in the Service, including individuals named in filings and individuals a firm lists among its leaders, or the free text that filers typed in filings, each of which the Service shows as reserved for subscribers; it does not include name search, the person search of the Records search page or exports of any kind; and during Demo Access a firm's contact details may be opened only from that firm's profile or page, as the Service states. During Demo Access, the right in Section 3.1 applies without payment of Fees, references in these Terms to the subscription term include the term of the Demo Access, and every other Section of these Terms applies, including Sections 2 and 4, except Section 5. Demo Access ends automatically at the end of its stated term, without notice, unless Facto extends it in the Service. Notwithstanding Section 7.1, Facto may suspend or end Demo Access at any time, for any reason, without notice. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DEMO ACCESS IS PROVIDED WITHOUT ANY REMEDY UNDER SECTION 9.2, AND NO FACTO PARTY SHALL HAVE ANY LIABILITY TO SUBSCRIBER ARISING OUT OF OR RELATING TO DEMO ACCESS. The end of Demo Access does not close the Account; Subscriber may continue by subscribing under Section 5. If Subscriber subscribes during Demo Access, the first Fees are charged at once and Demo Access ends with that first payment.

3.10 Complimentary access. Facto may, in its sole discretion, give a business access to the Service without charge, for a term stated in the Service or in Facto's written notice, or without an end date for as long as Facto decides ("Complimentary Access"). No Fees are charged for Complimentary Access, and no payment method is required for it. Complimentary Access is subject to the limits stated in the Service, which may be lower than those of a paid subscription, including on exports, and which Facto may change at any time. During Complimentary Access, the right in Section 3.1 applies without payment of Fees, references in these Terms to the subscription term include the term of the Complimentary Access, and every other Section of these Terms applies, including Sections 2 and 4, except Section 5. Complimentary Access ends automatically at its stated end date, if it has one, without notice, unless Facto extends it in the Service. Notwithstanding Section 7.1, Facto may suspend or end Complimentary Access at any time, for any reason, without notice. Complimentary Access gives no right to continued access and no right to a later subscription at any particular price. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPLIMENTARY ACCESS IS PROVIDED WITHOUT ANY REMEDY UNDER SECTION 9.2, AND NO FACTO PARTY SHALL HAVE ANY LIABILITY TO SUBSCRIBER ARISING OUT OF OR RELATING TO COMPLIMENTARY ACCESS. If Subscriber subscribes during Complimentary Access, Section 5 applies to the subscription from that moment, and the first Fees are charged when checkout states: where the Complimentary Access has an end date, ordinarily at that end date, and at once where checkout says so. The end of Complimentary Access does not close the Account.

3.11 Alerts and dates. Emails, alerts, marks of what is new and dates shown by the Service, including dates under Rule 503 of Regulation D and other filing dates, are informational. Facto provides them on a commercially reasonable efforts basis; they may be delayed, incomplete or not sent, and Facto may change their frequency or content at any time. The Service is not a docketing, calendaring or compliance system. Subscriber is solely responsible for its own and its clients' filings, deadlines and obligations.

3.12 Feature rules. Conditions, notices and restrictions on use that the Service shows with a feature, on the feature's page, its button or pop-up, or its help text ("Feature Rules"), are part of these Terms for that feature from when the Service first shows them, and use of the feature after that is acceptance of them. Feature Rules include, for example, the line on contacting a firm that the Service shows with a firm's contact details in "Contact details", and the business-use reminder beside the person search of the Records search page; the examples are not a complete list. Where a Feature Rule conflicts with a general provision of these Terms, the Feature Rule prevails for that feature only. No Feature Rule changes Section 5, 8, 9, 10, 11 or 14, or adds to Facto's obligations or liability, unless it states expressly that it amends these Terms.

3.13 Sanctions lists and SEC orders. Where the Service shows that a firm appears on a sanctions list published by OFAC, or in an order of the SEC, it reports the government's own record as of the date the Service states, and links that record to the firm by the rule the Service states with it: for OFAC, a name equal to a name in OFAC's entry and a second fact printed in that entry, such as a city and country, a website, a telephone number or an email address; for the SEC, the firm's own CIK number printed beside its name in the order. Some links are made by that rule automatically, without review by any person, and Facto may withdraw any link at any time. The Service shows such information only for some firms, only from the records Facto holds and only while Facto chooses to show it, and the absence of such information about a firm is not a clearance of that firm. Such information is not a sanctions screening, compliance, due diligence or background-check service, and is not a determination by Facto that any person or firm is or is not sanctioned or blocked, has or has not violated any law, or is the person or firm a government record names. Subscriber shall not rely on the Service for any screening or other obligation under the sanctions, export-control or anti-money-laundering laws, shall confirm any such information in the government's own record before acting on it, and shall not state or imply to any person that Facto or the Service has determined that any firm is or is not sanctioned or has violated any law. Where the Service and the government's record differ, the government's record governs. A firm that believes the Service links a government record to it in error may write to [email protected], naming the firm's page in the Service and the reason. Facto shall review the request and, where Facto determines that the link is not supported by the government's record under the rule the Service states, shall withdraw the link from the Service.

4. Subscriber Obligations and Restrictions

4.1 Permitted use. Subscriber may use Content and Exported Data only for its internal business purposes during the subscription term.

4.2 Restrictions. Subscriber shall not, and shall not permit any person to:
(a) sell, resell, license, sublicense, distribute, publish, transfer, rent or otherwise make available any Content or Exported Data to any third party, except insubstantial excerpts shared within a specific business communication and not in bulk;
(b) use Content or Exported Data to build, train, enrich or improve any database, dataset, product, service or machine-learning model offered to any third party or that competes with the Service;
(c) access the Service by any automated means, including scraping, crawling, bots or scripts, or extract data in bulk except through the Service's own export function within its limits;
(d) circumvent any limit, access control, watermark, export mark or security measure, or remove any proprietary notice;
(e) reverse engineer, decompile or attempt to derive the source code or methods of the Service;
(f) share credentials or allow more than one person to use an Account;
(g) use the Service to harass, threaten, stalk, monitor, locate or contact any natural person named in a record for any purpose unrelated to a business transaction, or in violation of any law, including laws protecting the home address or telephone number of any person;
(h) use any address, telephone number, website, name or title shown in the Service to contact any firm or person other than in Subscriber's own individual business communication with the firm concerned, and in no case use any of them for bulk, automated or unsolicited mass outreach, for calls or text messages made with an automatic telephone dialing system, an artificial or prerecorded voice or any other automated means, to build, sell, license or share any contact list or database of contacts, or to harass any person; or
(i) use the Service in violation of any law or these Terms.

4.3 No consumer reports. Subscriber shall not use the Service, Content or Exported Data, in whole or in part, as a factor in establishing any person's eligibility for credit, insurance, employment, housing or any other purpose authorized under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., or any similar law, or in deciding whether to hire, engage or retain any natural person as an employee, registered representative, agent or independent contractor (each a "Prohibited Purpose"). Subscriber certifies, by accepting these Terms, and certifies again each time it runs a search in the Service that can return a person's name, including name search and the person search of the Records search page, that it uses the Service only for business purposes and never for any Prohibited Purpose, including any decision about a person's eligibility for credit, insurance, employment or housing or any other eligibility decision about a person. Each such search is that certification, whether or not Subscriber opens any reminder of it that the Service shows, such as the information button beside the person search of the Records search page, which shows a reminder of this Section, with a link to it, when it is clicked, tapped, hovered over or focused. Facto is not a consumer reporting agency and the Service is not a consumer report.

4.4 Deletion on notice. If Facto notifies Subscriber that a record has been removed from the Service, Subscriber shall delete that record from all Exported Data in its possession or control within ten (10) days of the notice and, on request, confirm the deletion in writing.

4.5 Export marks and monitoring. Subscriber acknowledges that every export carries a mark identifying the Account and an export code, that Facto logs each export, page view, search and request, with its network address and browser in coded form, and that Facto may use those marks and logs to monitor compliance and to enforce these Terms.

4.6 Feedback. Facto may use any suggestion or feedback Subscriber provides without restriction or compensation.

4.7 Contact laws. Subscriber is solely responsible for complying with every law that applies to any contact it makes using the Service, including the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act, state telemarketing and telephone solicitation laws and the National Do Not Call Registry, for honoring every request not to be contacted, and, before contacting any firm or person with which it has no prior relationship about an offering of securities, for obtaining its own advice on whether the contact is permitted under the securities laws. Subscriber shall not state or imply to any firm or person that Facto or the Service introduced, referred, recommended or endorsed Subscriber, its offering or the contact.

5. Fees, Renewal, Price Changes and Refunds

5.1 Fees and renewal. The subscription renews automatically each month at the then-current Fees for Subscriber's subscription until cancelled. Subscriber authorizes Facto, through its payment processor, to charge the payment method on file for each renewal. Fees are payable in advance, in U.S. dollars, exclusive of taxes.

5.2 Cancellation. Subscriber may cancel at any time from the Account page. Cancellation takes effect at the end of the then-current paid month, and access continues until then.

5.3 Price changes. Facto may change the Fees, including for existing subscriptions. An increase applies to an existing subscription from the first renewal at least thirty (30) days after Facto sends notice of it to the Account's email address; a decrease may apply from the next renewal. Subscriber may cancel before an increase takes effect. A change does not shorten a founder or promotional rate already granted, which runs to its stated end under Section 5.4. Continued subscription after the change takes effect is acceptance of the new Fees.

5.4 Founder and promotional rates.
(a) Founder rate. Where a founder rate is offered, it applies only for the period stated at checkout. When that period ends, the subscription renews at Facto's list price then in effect, after notice under Section 5.3.
(b) Promotional codes. Facto may, in its sole discretion, issue codes for a discount or a free period. A code's discount or free period ends on the date shown at checkout, without further notice, and the subscription then renews at Facto's list price then in effect, except that an increase over the price at which Subscriber subscribed applies only under Section 5.3. Facto ordinarily sends a reminder before a discount or free period ends; the absence of a reminder does not extend it. A payment method is required for every code, including one for a free period, and is charged when the discount or free period ends unless Subscriber cancels before then. A code applies only to the subscription for which it is redeemed and, where Facto issued it to an email address, only to an Account with that address; may not be combined with a founder rate or any other discount; has no cash value; may not be sold or transferred; and may be limited, withdrawn or refused by Facto at any time before it is redeemed. Where Facto reasonably believes a code or rate was obtained in breach of these Terms or of the code's conditions, Facto may remove it from the subscription.
(c) Both. A founder rate or promotional discount is personal to the subscription on which it was granted, ends if that subscription ends for any reason, and does not apply to any later subscription.

5.5 Refunds. Fees are non-refundable, except as this Section 5.5 provides.
(a) The first-month refund. A Subscriber on a first subscription may request a refund of its first monthly charge until 11:59 p.m. U.S. Eastern Time on the fifth (5th) calendar day after the day of that charge, the day of the charge being day zero. The Service shows the exact deadline. A request is made while signed in to the Account, through the Service's contact form, and is made when the Service records it as received. If Subscriber cannot sign in, a request sent within the same time by email to the support address shown in the Service, from the Account's email address, is a request, and Facto decides it under this Section.
(b) First subscription. A subscription is a first subscription only if no earlier SERA IQ subscription had a paid charge under the same email address, on any Account, open or closed, or with the same payment card, as identified by Facto's payment processor. Any later subscription is charged in full, has no first days' limits and no refund under this Section, and may be cancelled under Section 5.2.
(c) Conditions. The refund is not available if, before the request, Subscriber exported data from the Service, because exported data cannot be returned, or chose to continue past the first days' limits, and the Service warns Subscriber before either ends it. It is not available if a first-month refund was already made to the same person, or if the first month was free under a promotional code, which leaves no first monthly charge.
(d) Approval. A request that meets this Section is approved, ordinarily automatically when it is received, and otherwise by Facto within two (2) days, not counting Saturdays, Sundays and U.S. federal holidays. Facto refunds the first monthly charge to the payment method that paid it, the subscription is cancelled and access ends at once, as Subscriber confirms in the request, and Facto confirms the refund by email. A request that does not meet this Section is refused, with the reason shown in the Service and sent by email. A request on an Account under review under Section 2.4, or with a payment disputed under Section 5.6, is decided by Facto when the review or dispute ends.
(e) Fraud and abuse. Despite Section 5.5(d), Facto may refuse a request, suspend or terminate the Accounts concerned, and recover any refund obtained by fraud or misrepresentation, where it reasonably believes the request is fraudulent or part of a pattern of subscribing and cancelling, including through different email addresses, payment cards or Accounts used by the same person or organization.
(f) No other refunds. No refund or credit is given for partial months, unused time, limits not used, suspension or termination for breach.

5.6 Failed payments and disputes. If a payment is declined, Facto may retry it and may suspend or end the subscription as stated on the Account page. If Subscriber disputes a charge with its card issuer, Facto may suspend access on every Account paying with that card until the dispute is resolved.

5.7 Taxes. Subscriber shall pay all sales, use, value-added and similar taxes on the Fees, other than taxes on Facto's income.

6. Ownership

6.1 Facto Materials. Facto and its licensors own all right, title and interest in the Service and the Facto Materials, including all intellectual property rights. No right is granted except the limited right in Section 3.1.

6.2 Compilation. Subscriber acknowledges that Facto's selection, coordination, arrangement, classification and calculation of Public Record Data are original works and protected compilations, whether or not any individual fact is protected.

6.3 Name. Facto may identify Subscriber by name as a customer of the Service.

6.4 Raise information and Subscriber Content. Facto Global LLC and its affiliates shall not use Subscriber Content, including the details of any raise that Subscriber describes or saves in the Service, for their own raising, investing or outreach. Facto uses Subscriber Content only to provide the Service to Subscriber, to secure and support it, and as required by law; does not disclose it except as stated in the Privacy Policy; and does not send it to any artificial intelligence provider.

6.5 Subscriber Content. As between the parties, Subscriber owns its Subscriber Content. Subscriber grants Facto a non-exclusive, worldwide, royalty-free licence to host, store, copy, back up, process and display Subscriber Content, for as long as Facto keeps it under the Privacy Policy, as needed to provide, secure and support the Service and to comply with law. Subscriber represents that it has the right to enter its Subscriber Content in the Service. Subscriber shall not enter in the Service any information that it is not permitted to disclose to a service provider, including information subject to a duty of confidentiality or a privilege that does not permit that disclosure, or any government identification number, financial account number or health information. Facto does not review Subscriber Content and has no obligation to keep, return or export it, and Subscriber is responsible for keeping its own copies. Facto may remove Subscriber Content that it reasonably believes breaches these Terms, and deletes Subscriber Content as stated in the Privacy Policy.

7. Suspension and Termination

7.1 By Facto. Facto may suspend or terminate the Service or any Account, in whole or in part, at any time: (a) immediately, if Facto reasonably believes Subscriber has breached Section 2 or 4, failed to pay, or exposed Facto or any person to legal risk; or (b) for any other reason on notice, in which case Facto shall refund any prepaid Fees for the unused part of the current month.

7.2 Effect. On termination for any reason, the right to use the Service ends, and Subscriber shall stop using and shall delete all Exported Data, except as required by law. Sections 1, 3.4 to 3.13, 4, 5 (as to amounts owed), 6, 7.2, 8 to 15 survive. Facto may delete Subscriber Content after termination as stated in the Privacy Policy.

8. Disclaimers

THE SERVICE, ALL CONTENT AND ALL EXPORTED DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE FACTO PARTIES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS, AVAILABILITY OR RESULTS. NO FACTO PARTY WARRANTS THAT ANY FILING IS ACCURATE, THAT ANY CALCULATION, COUNT, MATCH, RANKING OR ANALYSIS IS CORRECT OR COMPLETE, THAT ANY FIRM WILL INVEST IN OR SUPPORT ANY OFFERING, OR THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. NO ADVICE OR INFORMATION OBTAINED FROM ANY FACTO PARTY CREATES ANY WARRANTY.

9. Limitation of Liability

9.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO FACTO PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, CAPITAL, INVESTMENT OPPORTUNITY, BUSINESS, GOODWILL OR DATA (INCLUDING SUBSCRIBER CONTENT), ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

9.2 Exclusive remedy and cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUBSCRIBER'S SOLE AND EXCLUSIVE REMEDY, AND THE ENTIRE LIABILITY OF THE FACTO PARTIES TOGETHER, FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS IS A CREDIT OF SUBSCRIPTION TIME, APPLIED TO SUBSCRIBER'S ACCOUNT, OF NO MORE THAN THREE (3) MONTHS OF SERVICE AT SUBSCRIBER'S THEN-CURRENT PLAN. CREDITS HAVE NO CASH VALUE, ARE NOT TRANSFERABLE AND EXPIRE IF THE SUBSCRIPTION ENDS. ONLY WHERE A CREDIT CANNOT BE APPLIED BECAUSE SUBSCRIBER HAS NO ACTIVE SUBSCRIPTION, OR WHERE THIS EXCLUSIVE REMEDY IS HELD TO FAIL OF ITS ESSENTIAL PURPOSE, THE TOTAL LIABILITY OF THE FACTO PARTIES TOGETHER SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).

9.3 Basis of the bargain. The Fees reflect the allocation of risk in Sections 8, 9, 10 and 11, which apply even if a limited remedy fails of its essential purpose.

9.4 Sole obligor; no recourse. Facto is the only party that provides the Service to Subscriber and the only party with obligations to Subscriber under these Terms. Subscriber shall bring any claim arising out of or relating to the Service or these Terms only against Facto Global LLC, and not against any other Facto Party. No licensor, affiliate, member, manager, officer, employee or agent of Facto has any liability to Subscriber, whether in contract, tort or otherwise, for any obligation of Facto or for the Service. Each Facto Party may enforce this Section.

10. Indemnification

Subscriber shall defend, indemnify and hold harmless the Facto Parties from and against all claims, losses, liabilities, damages, penalties, fines, costs and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) Subscriber's or its Authorized User's use of the Service, Content or Exported Data; (b) any breach of these Terms; (c) any contact Subscriber makes with any person or firm identified through the Service; or (d) any violation of law or of any person's rights. Facto may control the defense and settlement of any claim, at Subscriber's expense, and Subscriber shall cooperate. Subscriber shall not settle any claim that imposes an obligation or admission on Facto without Facto's written consent.

11. Claims Period

Any claim by Subscriber against any Facto Party arising out of or relating to the Service or these Terms must be brought within one (1) year after the claim arose, or it is permanently barred.

12. Notices and Electronic Communications

12.1 Subscriber consents to receive all notices, agreements and communications electronically. Notice from Facto is effective when sent to the Account's email address or posted in the Service.

12.2 Notice to Facto must be sent to [email protected] and is effective when received. Notice of a dispute must follow Section 14.2.

13. Changes to These Terms

13.1 Changes. Facto may change these Terms at any time. Facto will post the changed Terms with a new "Last updated" date and tell Subscriber of the change by email or in the Service. A change takes effect when posted, or on any later date Facto states, except as Section 13.2 provides.

13.2 Changes that wait for notice. The following changes take effect thirty (30) days after Facto sends its notice of the change by email to each Subscriber with a paid subscription, or on any later date Facto states: (a) a change to Section 14; and (b) a change that, as Facto reasonably determines, materially reduces the rights of a paying Subscriber for a period for which it has already paid. Subscriber may cancel under Section 5.2 before such a change takes effect.

13.3 Acceptance. Facto may require Subscriber to accept changed Terms before it uses the Service further; until Subscriber accepts, it can still reach its Account page and billing and can cancel or close its Account. Use of the Service after a change takes effect is acceptance of it.

13.4 Earlier Disputes. No change to these Terms applies to a Dispute that arose before the change took effect; that Dispute remains governed by the Terms in force when it arose.

13.5 Other Sections. Changes to the Service and to Feature Rules are made under Sections 3.2 and 3.12, and changes to the Fees under Section 5.3, and none of them is a change to these Terms under this Section 13.

14. Dispute Resolution; Arbitration; Class and Jury Waiver

14.1 Governing law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Florida, without regard to conflict-of-laws principles, and by the Federal Arbitration Act.

14.2 Notice and negotiation. Before starting arbitration, a party shall send a written notice describing the claim and the relief sought, and the parties shall attempt in good faith to resolve it for sixty (60) days. Notices to Facto go to [email protected].

14.3 Binding arbitration. Any dispute, claim or controversy arising out of or relating to these Terms or the Service, including their formation, scope, validity or enforceability (a "Dispute"), shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Miami, Florida, in English. Judgment on the award may be entered in any court of competent jurisdiction.

14.4 Exceptions. Either party may bring an individual claim in small claims court. Facto may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Content or confidential information, or to stop a breach of Section 2.2 or 4, and may bring an action in court to collect unpaid Fees.

14.5 Class action waiver. DISPUTES SHALL BE ARBITRATED OR LITIGATED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT SUBSCRIBERS.

14.6 Mass filings. If twenty-five (25) or more substantially similar demands are filed against Facto by or with the help of the same or coordinated counsel, they shall be administered in batches of no more than twenty-five (25), one batch at a time, with the AAA fees for each batch assessed as a single case, and the statute of limitations tolled for demands not yet administered.

14.7 Jury waiver. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

14.8 Venue. Any proceeding permitted in court shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each party submits to their personal jurisdiction.

14.9 Fees. In any arbitration or action to enforce these Terms, the prevailing party is entitled to its reasonable attorneys' fees and costs.

14.10 Severance of this Section. If the class action waiver in Section 14.5 is found unenforceable as to any claim, that claim shall proceed in court under Section 14.8 and not in arbitration, and the rest of Section 14 continues to apply.

15. General

15.1 Entire agreement. These Terms, including the Feature Rules, together with the Privacy Policy and any terms shown at checkout, are the entire agreement between the parties on their subject and supersede all prior understandings. Any purchase order or other Subscriber terms are void.

15.2 Order of precedence. If these Terms conflict with any other document, these Terms control. Within these Terms, Section 3.12 decides a conflict between a Feature Rule and a general provision.

15.3 Assignment. Subscriber may not assign or transfer these Terms or any Account without Facto's prior written consent. Facto may assign these Terms without consent, including to an affiliate or in a merger, acquisition or sale of assets.

15.4 Force majeure. Facto is not liable for any delay or failure caused by events beyond its reasonable control, including failure of a data source, government agency, hosting, network or payment provider.

15.5 Severability. If any provision is held unenforceable, it shall be enforced to the maximum extent permitted and the rest of these Terms remain in effect.

15.6 No waiver. A failure or delay in exercising a right is not a waiver of it.

15.7 Independent parties. The parties are independent contractors. Nothing creates a partnership, agency, fiduciary or employment relationship.

15.8 No third-party beneficiaries. There are no third-party beneficiaries of these Terms, except the Facto Parties, each of which may enforce Sections 8, 9, 10 and 11.

15.9 Interpretation. Headings are for convenience only. "Including" means including without limitation. These Terms shall not be construed against the party that drafted them.

15.10 Contact. Facto Global LLC, 4613 N University Dr PMB 244, Coral Springs, FL 33067. Support: [email protected]. Legal notices: [email protected].

Notices Required by Data Sources

This product uses the Bureau of Economic Analysis (BEA) Data API but is not endorsed or certified by BEA. Other data credits appear on the Sources page of the Service. No government agency or data source endorses Facto, SERA IQ or any calculation made by Facto.