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Terms of Use

LAST MODIFIED: JANUARY 5, 2026

Facteus Hub Terms of Use Agreement

These Terms of Use constitute a legally binding agreement between Facteus, Inc. (“Facteus”, “us” or “we”) and you (“you”) and sets forth the terms and conditions that govern your use of Facteus’ Facteus Hub software as a service, including any AI-powered features (the “Service”). If you are accessing or using the Service on behalf of an entity or organization, then “you” or “your” refers to both you in your individual capacity, as well as your entity or organization.

We refer to these Terms of Use as the “Agreement.” We may update or amend these Terms of Use from time to time by posting such updates or amendments to the Service and/or by providing you with notification of such changes by email. Your use of the Service after we post any such updates or amendments will constitute your agreement to those updates and/or amendments.

1. Limited License; Use of Services

Provided that you agree with and comply fully with the provisions of this Agreement, Facteus grants to you a non-exclusive and non-transferable limited right and license to access and use the Service, including any AI-powered chat interfaces or conversational tools (“AI Services”), and the Facteus owned or controlled data that Facteus makes available via the Service. Any and all uses not expressly authorized above or elsewhere in this Agreement are prohibited; and to be clear, this Agreement does not allow you to use the Facteus Hub Service to provide any content or services to a third party for commercial purposes. Certain features of the Service are available only to users who register for and receive a Facteus Hub account (“Members”).

1.1 AI Services

The Service may include AI-powered features, including conversational interfaces and chat services (collectively, “AI Services”), that generate responses, insights, or recommendations based on your queries and our data. You acknowledge and agree that:

(a) Experimental Nature: AI Services are experimental technology that may produce inaccurate, incomplete, inappropriate, or misleading responses. The technology is continuously evolving and may not perform as expected in all circumstances.

(b) Verification Required: You are solely responsible for independently verifying all information, insights, or recommendations provided by AI Services before relying on them for any business, investment, or operational decisions. AI-generated content should be considered preliminary analysis requiring human review and validation.

(c) Not Professional Advice: AI-generated responses do not constitute investment advice, financial advice, legal advice, or professional recommendations of any kind. No employee, agent, or AI system of Facteus is authorized to provide professional advice, and any such information, if provided, may not be relied upon.

(d) No Warranty: Facteus makes no representations or warranties regarding the accuracy, reliability, completeness, timeliness, or appropriateness of any AI-generated content. All AI Services are provided “AS IS” pursuant to Section 7 of this Agreement.

(e) Human Review: You agree to exercise independent judgment and, where appropriate, consult with qualified professionals before acting on any AI-generated information. AI Services are tools to assist analysis, not substitutes for human expertise.

(f) Training Prohibition: You may not use AI Services outputs to train, develop, or improve any machine learning models, AI systems, or competitive products without Facteus’ prior written consent.

(g) Rate Limits: Facteus may impose reasonable rate limits, query limits, or usage restrictions on AI Services to ensure system stability and fair access for all users.

1.2 Educational Purpose

You acknowledge and understand that we provide Content, tools and infrastructure designed to allow you to learn, test, and use alternative data sets made available to you. To be clear, to the extent Facteus Hub provides any Content or information containing algorithms or strategies, these are for educational purposes only and should not be regarded as a suggestion to engage in or refrain from any investment-related course of action. You can create your own algorithms or use algorithms made available on the Service as Shared Content (as defined below). Our responsibility for your algorithms or your use of algorithms provided as Shared Content is only as provided herein.

1.3 Excel Plug-In

The Service may include plug-in(s) that enable the importing and exporting of Data to your lawfully licensed copy of Excel (the “Plug-In”). To the extent you make use of the Plug-In, Facteus grants to you, during the term of this Agreement and subject to the terms and conditions of this Agreement, a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable right and license to use the Plug-In, solely in machine-readable, object or executable form, on a single computer owned by you for the sole purpose of exporting and importing Data from the Service to your lawfully licensed copy of Excel.

1.4 API Guidelines

You must comply with all restrictions set forth in this Agreement and/or any API usage guidelines (the “Guidelines”) that Facteus may publish, make available, and/or modify or amend from time to time with respect to the APIs making up the Service. In particular, you agree not to exceed rate or call limits in connection with your use of the APIs, as determined by Facteus.

2. Accounts, Passwords and Security

You agree to keep any registration information you provide to Facteus current, complete and accurate. FURTHERMORE, YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES AND CONDUCT, WHETHER BY YOU OR ANYONE ELSE, THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. We may hold you liable for any losses incurred by Facteus or any other party due to someone else’s use of your account or password. You agree to notify Facteus immediately upon your becoming aware of any unauthorized use of your account or any other breach of security involving your account. Facteus will not be liable for any loss that you or any other party may incur as a result of someone else’s use of your password or account, either with or without your knowledge.

3. Prohibited Activities

We use the term “Content” to mean entire or partial algorithms, code and code segments, trading strategies, data transformations, data analysis and manipulation functions, tools, software, data, databases, text, lectures, messages, images, graphics, video files, audio files, ideas and other information and materials. Third party data is subject to the terms and conditions of the provider of such data. You acknowledge and agree that you will not:

  • copy, modify, publish, transmit, distribute, transfer or sell, create derivative works of, or in any way exploit, any of the Content accessible through the Service not submitted or provided by you, including by use of any robot, spider, scraper, scripting, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology, unless you obtain Facteus’s prior written consent;
  • use the Service to advertise, market, sell, or otherwise promote any commercial enterprise that you own, are employed by or are otherwise compensated by, either directly or indirectly;
  • use any engine, software, tool, agent or other device or mechanism to navigate or search the Service, other than the search engines and agents available through the Service and other than generally available third party web browsers;
  • copy, reverse engineer, reverse assemble, otherwise attempt to discover the source code, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any data, software, or other Content, information, products or services obtained through the Service;
  • access or use the Service by any means other than through Facteus-provided or approved interfaces;
  • post, upload, or transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable or which may invade another’s right of privacy or publicity;
  • post, upload, or transmit any data or other Content that contains a virus, worm, Trojan horse, or any other contaminating or destructive feature;
  • post, upload, or transmit data or other Content in violation of any law, rule, regulation, code, statute, ordinance, order of any court or other governmental authority, or any agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others;
  • use any of the Service’s communications features in a manner that adversely affects the availability of its Content or resources to other users;
  • post, upload, or transmit any unsolicited advertising, promotional materials, “junk mail”, “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation or any non-resumé information such as opinions or notices, commercial or otherwise;
  • access or use the Service to intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated under any such law;
  • post, upload, or transmit any data or other Content that infringes, violates or misappropriates any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any third party or violates a third party’s right of privacy or publicity;
  • manipulate or otherwise display or obstruct portions of the Service by using framing or similar navigational technology;
  • register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any Facteus product or Service if you are not expressly authorized by such party to do so;
  • use the Service for any purpose that is unlawful or prohibited by these terms and conditions;
  • use the Service in any manner that could damage, disable, overburden or impair Facteus’ servers or networks, or interfere with any other user’s use and enjoyment of the Service;
  • attempt to gain unauthorized access to Service, accounts, computer systems or networks connected to Facteus Hub through hacking, password mining or any other means;
  • obtain or attempt to obtain any Content through any means not intentionally made available to you by Facteus or as provided as Shared Content through the Service;
  • knowingly provide any Content that is false or inaccurate or will become false or inaccurate at any time;
  • use AI Services to generate content that violates applicable laws or infringes third-party rights;
  • attempt to reverse engineer, extract training data from, or circumvent limitations of AI Services;
  • use AI Services in any manner that could reasonably be expected to harm, disable, or overburden Facteus’ systems, including through automated or high-frequency queries; or
  • represent AI-generated content as independently verified fact without appropriate disclosure and verification.

Notwithstanding the prohibition on any of the above activities, we want to foster a community where Data Providers and Members exchange and share Content that they have the right to make public. Accordingly, you are permitted to copy, modify, use, comment on and / or republish, both on and off the Service, reasonable amounts of Shared Content posted by another Member or by Facteus for the following purposes consistent with our mission to help people write, test and improve their algorithms: (1) your personal use; (2) educational use at not-for-profit schools, colleges, and universities; and (3) to the extent Facteus has expressly authorized in a separate written agreement, applicable to you, for internal business or other purposes. If you do copy, modify, comment on or republish Shared Content posted by another Member or Facteus, you must (a) attribute authorship of that Shared Content to such Member or Facteus and (b) provide the link to the appropriate URL on the Service at which you accessed the Shared Content. All comments that you post to the Service should be respectful of others and in all cases subject to the restrictions and guidelines of good behavior outlined in this Section 3. To be clear, the license to copy, modify and / or republish any Content that you have not authored is limited to the Shared Content posted by another Member or by Facteus for the above-stated purposes and use. You are not permitted, and are expressly prohibited from copying, modifying, and republishing the Content of Facteus and its other Members except as expressly permitted above. Should a question arise in the future as to what does or does not constitute Shared Content, or how it may be used, you may contact us per the last bullet of Section 16 of this Agreement. We also reserve the right to provide public or individual notice about this issue and in any case Facteus’ decision about Shared Content will control.

We reserve the right to cancel your account with us, without any notice to you as provided in Section 18, if we suspect any violation of any of the terms of this Agreement.

4. No Liability for Shared Content or Third Party Content

A portion of the Content contained on the Service not in the nature of Shared Content may be supplied by third parties (“Third Party Content”), including, without limitation, data providers, and Members. Facteus is a distributor (and not a publisher) of such Third Party Content. Except to the extent that Facteus seeks to enforce its rights under any of the terms of this Agreement, Facteus does not have editorial control over any Shared Content or Third Party Content. Any reliance you place on Shared Content or Third Party Content is therefore at your own risk.

AI Services utilize machine learning models that generate responses based on patterns in data. Facteus does not review, approve, or endorse AI-generated content before it is provided to you. You acknowledge that AI Services may occasionally generate responses that are incorrect, biased, inappropriate, or otherwise problematic, and that Facteus bears no responsibility for any decisions made, actions taken, or consequences arising from your use of or reliance on AI-generated content.

Any Shared Content, Third Party Content, including, without limitation, such Content in the nature of opinions, advice, statements, services, offers, data or other information, expressed or made available on the Service or through the Service are those of the respective authors or distributors thereof, and not Facteus. Neither Facteus nor any third-party provider or distributor of data on or through the Service guarantees, endorses, or is otherwise responsible or liable for the accuracy, completeness, timeliness, reliability, availability, or usefulness of any Content accessible through the Service. Facteus may remove any Content, Shared Content, or Third Party Content suspected to be in violation of the terms of this Agreement.

5. Feedback

In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to our Service (collectively “Feedback”), you agree we may use the Feedback to modify our products and services (and the products and services of our affiliates) and that you will not be due any compensation, including any royalty related to the product or service that incorporates your Feedback. You grant to us a worldwide, sublicensable, assignable, royalty-free, fully paid, perpetual, irrevocable right and license to make, have made, use, reproduce, modify, translate, distribute, transmit, create derivative works of, perform, display, import, sell, offer for sale, make, have made and otherwise exploit, without the requirement to make any payment to you or to any third party or the need to seek any third party permission, the Feedback in any form, media, or technology, whether now known or hereafter devised or developed, and to allow others to do the same. This is true whether you provide the Feedback in any Content submitted publicly or privately, email or any other method of communication with us unless we have entered into a separate written mutual agreement with you that provides otherwise.

6. Privacy and Security

We are committed to your privacy and security. By agreeing to these Terms of Use, you acknowledge that you understand that “perfect security” cannot be attained on the Internet, and that you understand and agree that we only agree to take reasonable steps to help ensure the security of your personal information and that such steps do not guarantee that the Service are invulnerable to all security breaches or immune from viruses, security threats or other vulnerabilities. We do not warrant that your information will be secure.

7. Disclaimer of Warranties

THE SERVICE, AND ANY CONTENT, TOOLS, PRODUCTS OR SERVICES DISPLAYED, ACCESSED OR OBTAINED ON OR THROUGH THE SERVICE ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, AVAILABILITY, INTEGRITY, RELIABILITY OR TRANSMISSION OR RESPONSE TIME, DATA ACCURACY, AVAILABILITY, COMPLETENESS, RELIABILITY OR TIMELINESS, SUITABILITY OF CONTENT OR SERVICES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

WITHOUT LIMITING THE FOREGOING, FACTEUS SPECIFICALLY DISCLAIMS ALL WARRANTIES RELATED TO AI SERVICES, INCLUDING ANY WARRANTIES THAT: (i) AI-GENERATED RESPONSES WILL BE ACCURATE, COMPLETE, CURRENT, OR APPROPRIATE FOR YOUR USE CASE; (ii) AI SERVICES WILL OPERATE WITHOUT INTERRUPTION OR ERROR; (iii) AI-GENERATED CONTENT WILL BE FREE FROM BIAS, INAPPROPRIATE CONTENT, OR OTHER DEFECTS; OR (iv) AI SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FACTEUS AND ITS AFFILIATES, SUPPLIERS, AND AGENTS DO NOT WARRANT AND EXPRESSLY DISCLAIM THAT: (i) YOUR USE OF THE SERVICE AND ACCESS TO AND USE OF ALL OF THE TOOLS AND FEATURES THEREON WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, OR SECURE, (ii) THAT ANY INFORMATION OBTAINED THEREIN IS ACCURATE, RELIABLE, COMPLETE OR TIMELY, (iii) THAT DEFECTS WILL BE CORRECTED, OR (iv) THAT ANY SOFTWARE, SERVICES, SITES OR SERVER(S) ON WHICH THE SERVICE ARE HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SERVICE AND ANY CONTENT PROVIDED ON OR THROUGH THE SERVICE ARE ENTIRELY AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE FACTEUS HUB SERVICE OR BROKERAGE CONNECTION SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. From time to time, we may offer new “beta” features or tools with which Members may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at our sole discretion. The provisions of this Section apply with full force to such features or tools.

YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD US LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF OTHER SERVICES ACCESSIBLE THROUGH THE SERVICE, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. WE MAKE NO WARRANTY THAT ANY GOODS OR SERVICES PROVIDED BY THIRD PARTIES IN CONNECTION WITH YOUR ACCESS AND USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICE.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR CONTENT AND COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE. OTHER THAN TO EVALUATE THE PERFORMANCE OF ALGORITHMS FOR COMPLIANCE WITH OUR CONTEST RULES AND POSSIBLE ALLOCATION TO YOU UNDER SEPARATE LICENSE, YOU UNDERSTAND THAT WE DO NOT MAKE ANY ATTEMPT TO VERIFY ANY CONTENT POSTED ON THE SERVICE BY YOU OR ANY OTHER USERS.

THE DISCLAIMERS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.

8. Investment Disclaimer

You acknowledge and understand that the Services are not intended to supply investment, financial, tax or legal advice. The Services are not investment advice and any observations concerning any security, trading algorithm or investment strategy provided in the Services is not a recommendation to buy, sell or hold such investment or security or to make any other investment decisions. We offer no advice regarding the nature, potential value, risk or suitability of any particular investment strategy, trading algorithm, transaction, security or investment. You acknowledge and agree that any use of the Services, any decisions made in reliance on the Services, including any trading or investment decisions or strategies, are made at your own risk.

If investment, trading or other professional advice is required, the services of a competent, licensed professional should be sought. No employee, agent or representative of Facteus is authorized to provide any such advice pursuant to this Agreement, and any such advice, if given, is in violation of Facteus’s policies, is unauthorized and may not be relied upon.

9. Professional Advice Disclaimer

Our Services are meant as an aid to assist you in organizing and managing your financial information. NEITHER FACTEUS NOR THE SERVICE IS INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. FACTEUS IS NOT A FINANCIAL PLANNER, BROKER OR TAX ADVISOR. Your financial situation is unique, and any information obtained through the Service may not be appropriate for your situation. The use and interpretation of the Services requires skill and judgment, and you shall at all times exercise your own judgment in the use of the Services.

10. Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SERVICE AND TO PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES.

CUSTOMER ACKNOWLEDGES THAT AI SERVICES ARE INHERENTLY PROBABILISTIC AND MAY GENERATE UNEXPECTED OUTPUTS. FACTEUS SHALL HAVE NO LIABILITY FOR ANY DAMAGES ARISING FROM: (i) CUSTOMER’S RELIANCE ON AI-GENERATED CONTENT; (ii) INACCURACIES, ERRORS, OR OMISSIONS IN AI-GENERATED RESPONSES; (iii) DECISIONS MADE BASED ON AI SERVICES; OR (iv) ANY USE OR MISUSE OF AI SERVICES BY CUSTOMER OR ITS AUTHORIZED USERS.

NEITHER FACTEUS NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR SPONSORS ARE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO (i) THE USE OF, DELAYS IN OPERATION, TRANSMISSION OR RESPONSE OF, OR INABILITY TO USE THE SERVICE; (ii) ANY CONTENT CONTAINED ON THE SERVICE; (iii) STATEMENTS OR CONDUCT POSTED OR MADE PUBLICLY AVAILABLE ON THE SERVICE; (iv) ANY PRODUCT OR SERVICE PURCHASED OR OBTAINED THROUGH THE SERVICE; (v) ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION AVAILABLE ON THE SERVICE; (vi) ANY DAMAGE CAUSED BY MISTAKES, INACCURACIES, OMISSIONS, ERRORS, INTERRUPTIONS OR LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF ANY CONTENT ON THE SERVICE, OR (vii) ANY OTHER FAILURE OF PERFORMANCE OF THE SERVICE OR OTHER MATTER RELATING TO THE SERVICE, IN EACH CASE WHETHER OR NOT CAUSED BY EVENTS BEYOND THE CONTROL OF OUR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR SPONSORS, INCLUDING, BUT NOT LIMITED TO, ACTS OF NATURE, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE SERVICE OR CONTENT STORED THEREIN. IN NO EVENT SHALL FACTEUS’ TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) EXCEED THE GREATER OF: (i) ONE HUNDRED DOLLARS ($100.00) OR (ii) THE TOTAL AMOUNT PAID OR PAYABLE BY YOU TO US, IF ANY, FOR USING ANY OF THE SERVICES OR THE SERVICE IN THE THREE (3) MONTHS PRIOR TO THE DATE ON WHICH YOU FIRST ASSERT A CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF CERTAIN TYPES OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

11. Indemnification

You agree to indemnify, defend, and hold Facteus and its subsidiaries, affiliates, officers, directors, agents, co-branders, sponsors, distributors, or other partners, employees, and representatives harmless from and against any and all claims, demands, actions, causes of action, damages, losses, costs or expenses (including reasonable attorneys’ fees and disbursements) which arise or relate, directly or indirectly, out of, from or to (i) your breach or alleged breach of this Agreement; (ii) your violation or alleged violation of any applicable law, regulation, or order of a court or other governmental authority; (iii) any Content that you upload, post, or otherwise make available on Facteus Hub, including Content that is alleged to or does: (a) violate any fiduciary or confidentiality obligations to a third party or (b) infringe, misappropriate, or otherwise violate the copyright, trade secret, trademark or other intellectual property rights, privacy or publicity rights, or any other rights of a third party, or (iv) access or use of the Service by you or anyone using your Facteus Hub account. You agree to fully cooperate with Facteus in the defense of any claim. Facteus reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without Facteus’ prior written consent. This Section shall survive in the event this Agreement is terminated for any reason.

12. Release

To the extent permitted under applicable laws, you hereby release Facteus from any liability related to: (a) any incorrect or inaccurate Content posted on the Services, whether caused by any user of the Services (including, without limitation, any Member) or by any of the equipment or programming associated with or utilized in the Services; (b) the conduct, whether online or offline, of any user of the Services or any other Facteus Hub platform (including, without limitation, any Member); (c) any loss or damage caused by Content posted on the Services or transmitted by and to Members, or any interactions between users of the Service or any other Facteus Hub platform or website (including, without limitation, any Member), whether online or offline; and (d) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user or Member communications. If you are a California resident, you hereby waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

13. Jurisdictional Issues

Facteus makes no representation or warranty that the Content and information on the Service are appropriate or available or appropriate for use in locations outside the United States. Those who choose to access the Service from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent applicable. Facteus reserves the right, at any time in its sole discretion, to limit the availability and accessibility of the Service and/or the Services to any person, geographic area, or jurisdiction it so desires, and to limit the quantities of any such Service or products that it provides.

14. Arbitration Agreement And Jury Trial Waiver, Class Action Waiver, And Forum Selection Clause

All controversies, disputes, demands, counts, claims, or causes of action between you and Facteus arising out of, under, or related to these Terms of Use or our privacy practices (including any action we take or authorize with respect to information about or provided by you) shall be settled exclusively through binding arbitration.

Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by these Terms of Use, and unless agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).

You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

You and Facteus must abide by the following rules: (i) for any claim that could otherwise be brought in small claims court, the arbitration shall be conducted solely based on written submissions and, if the arbitrator deems it appropriate, a telephonic hearing; (ii) if the claim exceeds what can be recovered in a small claims court, the arbitration shall be conducted solely based on written submissions or a telephonic hearing, unless the arbitrator deems a face-to-face hearing is appropriate, in which case one should be held at a location agreed to by you and Facteus, and if the parties cannot agree on a location for the hearing, the arbitrator will determine a location for the proceedings which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; (iii) the arbitrator’s ruling is binding and not merely advisory; (iv) ANY CLAIMS BROUGHT BY YOU OR FACTEUS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (v) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING; (vi) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Facteus will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (vii) Facteus also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (viii) the arbitrator shall honor claims of privilege and privacy recognized at law; (ix) a decision by the arbitrator (including any finding of fact and/or conclusion of law) against either you or Facteus shall be confidential unless otherwise required to be disclosed by law or by any administrative body and may not be collaterally used against either of them in existing or subsequent litigation or arbitration involving any other person/Facteus customer; and (x) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses.

Notwithstanding the foregoing, either you or Facteus may bring an individual action in small claims court. In addition, if you are a Member outside of the United States, the dispute resolution provision in our Privacy Statement (if any), and not this arbitration provision, shall apply to any disputes related to privacy. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration provision. Such claims shall be exclusively brought (unless such courts do not have personal jurisdiction in the dispute) in the courts located in New York, New York. Additionally, notwithstanding this arbitration provision, either party may seek emergency equitable relief before such courts in order to maintain the status quo pending the arbitrator’s ruling, and hereby agree to submit to the personal jurisdiction of such courts. A request for interim measures shall not be deemed a waiver of the right to arbitrate.

With the exception of subparts (iv) and (v) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (iv) or (v) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Facteus shall be entitled to arbitration. In the event this arbitration provision is held unenforceable by a court, or in the event AAA refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action between you and Facteus shall be exclusively brought in the state or federal courts specified in subsection above.

For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.

15. Termination

This Agreement shall remain effective until terminated in accordance with its own terms and conditions. You agree that Facteus, in its sole discretion, may terminate your password, account (in whole or in part), or use of the Service, and remove and discard any Content within the Service, at any time and for any reason. You agree that any actions taken under this Section may be effective without prior notice to you. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICE OR DELETION OF YOUR ACCOUNT OR YOUR UPLOADED CONTENT. In the event of termination, however, those Sections in this Agreement which, by their nature, survive termination of the Agreement shall so survive. Specifically, and without limitation, the licenses you have granted to Facteus and to third parties to use any Content, Shared, Collaborative, and/or Private, submitted by you or through your account, survives the termination of this Agreement. Your license, as described in this Agreement, to use any Content and/or Shared Content owned by Facteus does not survive the termination of this Agreement.

16. General Information

This Agreement constitutes the entire agreement and understanding between you and Facteus and governs your use of the Services, superseding any prior agreements between you and Facteus. This Agreement and the relationship between you and Facteus shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of law provisions. The failure of Facteus to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severed herefrom and shall not affect the validity and enforceability of any remaining provisions. The section titles in this Agreement are for convenience purposes only and have no legal or contractual effect. This Agreement is not assignable, transferable or sub-licensable by you. However, we may assign this Agreement to any third party whom we choose without your consent and/or without notice to you. No waiver by Facteus of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default. You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder.

17. Electronic Communications

You acknowledge and understand that (a) we can only give you the benefits of accessing and using the Service by conducting business through the Internet, and therefore we need you to consent to our giving you Communications (defined below) electronically, and (b) this Section informs you of your rights when receiving Communications from us electronically. For contractual purposes, you: (i) consent to receive communications from us in an electronic form and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications”) that we provide to you electronically satisfy any legal requirement that such Communications would satisfy if they were in writing. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. The foregoing does not affect your non-waivable rights. You may also receive a copy of this Agreement. You may withdraw your consent to receive Communications electronically by contacting us in the manner described below. If you withdraw your consent, from that time forward, you must stop using the Service. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided, or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all Communications without interruption.

18. Modification to Services

We reserve the right to modify or discontinue the Service, including the Content and Shared Content owned by Facteus, with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Service. If you object to any such changes, your sole recourse will be to cease access to the Service, as applicable. Continued access to the Service, as applicable, following notice of any such changes will indicate your acknowledgment of such changes; agreement to amended license terms, as applicable; and satisfaction with the Service, as applicable, as so modified.