Terms of Service

1.1  "Affiliate". “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.2  "Anera Content". “Anera Content” means all information, data, text, messages, software, documentation, sound, video, photographs, graphics, images, and tags that we incorporate into the Services or the Site.

1.3  "Anera Labs". “Anera Labs” means Anera Labs, Inc.

1.4  "API Documentation". “API Documentation” means the technical documentation, specifications, and usage guidelines for the Services, including the OpenAPI specification and any related materials, as published and updated from time to time on the Site or in the associated repository.

1.5  "API Key". “API Key” means the unique authentication credential issued to you by Anera Labs for the purpose of accessing and using the Services.

1.6  "Authorized Payment Method". “Authorized Payment Method” means a payment method accepted by us, as may be updated from time to time.

1.7  "Confidential Information". “Confidential Information” means all confidential information disclosed by a party or its Affiliates (“Disclosing Party”) to another party (“Receiving Party”), whether orally or in writing, that is designated as confidential, or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party's past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, User Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.

1.8  "Cookies". “Cookies” are small pieces of data stored on your device (computer or mobile device).

1.9  "Data Controller". “Data Controller” means the natural or legal person who (either alone or jointly or in common with other persons) determines the purposes for which and the manner in which any personal information are, or are to be, processed. For the purpose of the Anera Markets Terms of Service and Privacy Policy, we are a Data Controller of your Personal Data.

1.10  "Data Processor (or Service Provider)". “Data Processor (or Service Provider)” means any natural or legal person who processes the data on behalf of the Data Controller. We may use the services of various Service Providers in order to process your data more effectively.

1.11  "Data Subject (or User)". “Data Subject (or User)” is any living individual who is using our Services and is the subject of Personal Data.

1.12  "Feedback". “Feedback” means feedback, suggestions, or recommendations regarding the Services.

1.13  "Personal Data". “Personal Data” means data about a living individual who can be identified from those data (or from those and other information either in our possession or likely to come into our possession).

1.14  "Usage Data". “Usage Data” is data collected automatically either generated via use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).

1.15  "User Data". “User Data” means all information that you input via the Services or make available to Anera Labs in the course of the Services. User Data does not include Anera Content.

1.16  "You", "your" or "User". “You”, “your” or “User” means the person or entity using the Services and identified in the applicable account record, billing statement, or online subscription process as the User and your Affiliates included in the scope of your purchase.

2.1  Eligibility. Subject to these Terms, Anera Labs gives you the non-transferable permission to use the Services. All Users need to agree to these Terms in order to use the Services. For avoidance of doubt, use of the Services or the Site constitutes acceptance of these Terms. To be eligible to use the Services, you must be at least 18 years old. You will need to complete certain verification procedures before you are permitted to use the Services, which may include registering for an account and obtaining an API Key. You may no longer use the Services if Anera Labs revokes your access.

2.2  Access. We will provide Users access to use the Services as described in these terms. This includes the right to use the software associated with the Services as part of your authorized use. The rights granted to you in this section are non-exclusive, non-sublicensable and non-transferable. You must ensure that all access, use and receipt is subject to and in compliance with these terms. Anera Labs reserves the right to modify, suspend, or discontinue the Services or any part thereof at any time, with or without notice. Anera Labs will use commercially reasonable efforts to provide advance notice of material changes through the Site or via the contact information associated with your account. Anera Labs shall not be liable to you or any third party for any such modification, suspension, or discontinuance.

2.3  Restrictions. You may not use or try to use anyone else's account or API Key on the Services without their specific permission. You may not break the law while using the Services, and you agree and acknowledge that you bear full responsibility to be apprised of the laws of your jurisdiction with regard to any User activity. If we determine that you have broken the law, your access will be revoked. Except as otherwise expressly permitted in this Agreement, you will not: (i) reproduce, modify, adapt or create derivative works of the Services, or remove any marks showing proprietary ownership from materials you download from the Services; (ii) rent, lease, distribute, sell, sublicense, transfer or provide access to the Services or your API Key to an unauthorized third party; (iii) use the Services for the benefit of any third party, except as expressly permitted by the API Documentation; (iv) incorporate any of the Services into a product or service you provide to a third party without our prior written consent; (v) disable, interfere with or otherwise circumvent mechanisms in the Services intended to limit your use, including rate limits, authentication controls, or usage quotas; (vi) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (vii) remove or obscure any proprietary or other notices contained in the Services; (viii) impersonate others through the Services; (ix) strain infrastructure of the Services with an unreasonable volume of requests, or requests designed to impose an unreasonable load on information systems we use to provide the Services; (x) use the Services for competitive analysis or to build competitive products; (xi) use the Services to develop, train, or improve any machine learning model or artificial intelligence system, except as expressly permitted by the Services or the API Documentation; (xii) share, publish, or otherwise disclose your API Key to any third party, or fail to take reasonable measures to secure your API Key; (xiii) use the Services to facilitate any unlawful activity; or (xiv) encourage or assist any third party to do any of the foregoing. Further, by agreeing to these Terms you declare that you are (i) not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (i.e., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Kingdom, or other applicable government authority; and (ii) not located in any country subject to a comprehensive sanctions program implemented by the United States.

2.4  Content Standards. You may not engage in conduct or submit content to the Services that is illegal, offensive, or otherwise harmful to others. This includes conduct or content that is harassing, inappropriate, or abusive. You may not engage in conduct or submit content to the Services that violates the law, infringes anyone's intellectual property rights, violates anyone's privacy, or breaches agreements you have with others. You may not submit content to the Services containing malicious computer code, such as computer viruses or spyware. You may not submit content to the Services as a mere placeholder to hold a particular address, username, or other unique identifier. You may not redistribute content from the Services unless such content is specifically designated for redistribution.

3.1  Third-Party Links and Content. Use of the Services may automatically produce search results that reference or link to third party websites throughout the Internet. We have no control over these sites or the content within them. We cannot guarantee, represent or warrant that the content contained in these third-party sites is accurate, legal and/or inoffensive. We do not endorse the content of any third-party site, nor do we warrant that they will not contain viruses or otherwise impact your computer systems. By accessing or using our Services, you agree and understand that you may not make any claim against us for any damages or losses, whatsoever, resulting from your access and use of the Services to obtain search results or to link to another site. If you experience a problem with a link from the Services, please use the contact method provided on our Site or within your user dashboard to notify us.

4.1  Remedies for Violations. We, in our sole discretion, and without prior notice, may terminate your access and use of the Services, including revoking any API Key issued to you, or exercise any other remedy available to us. You agree that monetary damages may not provide a sufficient remedy to us for violations of these Terms and you consent to injunctive or other equitable relief for such violations. We reserve the right to disclose your Personal Information by operation of law if the information is necessary to address an unlawful or harmful activity against the Services. We are not required to provide any refund to you if you are suspended from the Services.

5.1  Fees. A description of the way fees are calculated can be found on our website. By using the Services, you agree to pay all applicable fees, including fees for API usage and any subscription or access charges. While Anera Labs reserves the right to adjust its pricing, fees, and any applicable waivers at any time, we may provide at least thirty (30) days' prior notice of certain changes to our pricing schedule, or terms, conditions and policies. We will also notify you of the applicable rates and any subscription fees at the time you authorize a purchase.

5.2  Payment Terms. You must initiate payment for the charges provided through the Services or operator when submitting the order. If you do not complete the payment to our satisfaction, we will cancel your offer to conclude the purchase.

5.3  Authorized Payment Methods. You can use any available and the most convenient Authorized Payment Method as shown on our website at the time of the intended purchase. However, we do not guarantee the availability of any payment method at any moment. We may add, remove or suspend any payment method temporarily or permanently at its own discretion.

5.4  Your Representations. You represent and warrant that: (i) the payment information you supply to us is true, correct and complete; (ii) you are duly authorized to use the payment method you provide; (iii) charges incurred by you will be honored by the issuer of your payment method; and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any, regardless of the amount quoted on the website at the time of your order.

5.5  No Refunds. Except as expressly set forth in Section 6.5, and unless otherwise required by applicable law, we have no obligation to provide a refund or a credit. Due to the nature of the Services as a digital product, no refunds are granted without clear, justified and legitimate reasons. We will assess any refund request for Fees payable in advance on its merits and in the manner set forth in these Terms of Service.

5.6  Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any national, state, or local sales, use, value added or other tax, tariff, duty, or assessment levied or imposed by the United States, or any foreign governmental authority arising out of or related to any of the transactions contemplated by this Agreement, other than taxes based upon Anera Labs' income. User must pay directly, or reimburse Anera Labs for the amount of such sales, use, value added or other tax, tariff, duty, or assessment which Anera Labs is at any time obligated to pay or collect.

6.1  Term and Renewal. Upon any access of the Services, these Terms of Service will be in full force and effect in respect of such access or use. Your subscription, if applicable, will be as specified through the Site at the time of purchase. Unless otherwise specified at the time of purchase, your subscription will automatically renew for the shorter of the same duration as your prior term or one year. To prevent renewal of your subscription, either party must provide thirty (30) days' written notice of non-renewal.

6.2  Early Cancellation. You may choose to cancel your subscription early at your convenience provided that we will not provide any refunds.

6.3  Termination for Cause. Either party may terminate this Agreement for cause, as to the Services: (i) upon thirty (30) days' notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on thirty (30) days' notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

6.4  Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to the Services ten (10) days after such notice. We will not suspend the Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

6.5  Effect of Termination or Expiration. Upon termination or expiration of this Agreement, you will stop all use of the Services, and any API Keys issued to you shall be immediately revoked. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Services after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of your subscription. Fees are otherwise non-refundable. The terms and conditions of this Agreement shall survive the expiration or termination of this Agreement to the full extent necessary for their enforcement and for the protection of the party in whose favor they operate. For instance, should this Agreement between you and us terminate, any dispute raised after you stop accessing or using the Services will be subject to the applicable provisions of this Agreement if that dispute relates to your prior access or use.

6.6  Data Export. Upon termination or expiration of this Agreement, Anera Labs shall make User Data, including account records and usage history, available for export for a period of thirty (30) days following the effective date of termination or expiration (“Export Period”). You are solely responsible for exporting all such data during the Export Period. Following the expiration of the Export Period, Anera Labs shall have no obligation to maintain or provide access to any User Data, and may permanently delete all data associated with your account without further notice or liability.

7.1  User's Proprietary Rights. You own and retain all rights to the User Data. This Agreement does not grant us any ownership rights to User Data. However, you consent to our use of User Data in any manner that is consistent with the purpose of your use of the Services or that otherwise facilitates providing the Services to you. You grant permission to us to use the User Data only as necessary to provide the Services to you. If you are using the Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so. More information on how we use User Data can be found in the Privacy Policy.

7.2  Usage Data. We may collect information about Users when you interact with the Services as permitted by the Agreement. More information on how we use Usage Data can be found in the Privacy Policy.

8.1  Ownership of Services and Anera Content. This is an agreement for access to and use of the Services, and you are not granted a license to any software by this Agreement. We retain all intellectual property rights to the Anera Content and the Services.

8.2  User Outputs. As between you and Anera Labs, you shall retain all right, title, and interest in and to any outputs, reports, analyses, or other work product generated through your use of the Services (“User Outputs”), subject to the following: (i) User Outputs do not include any Anera Content, underlying models, algorithms, data sets, or pre-existing intellectual property of Anera Labs or its third-party licensors, all of which remain the sole property of their respective owners; (ii) Anera Labs makes no representation or warranty regarding the accuracy, completeness, timeliness, or suitability of any User Outputs or any data retrieved through the Services; (iii) you are solely responsible for evaluating and verifying all User Outputs and any decisions made in reliance thereon; and (iv) you are solely responsible for compliance with all applicable laws and regulations governing your use of the User Outputs. For the avoidance of doubt, nothing in this Agreement shall be construed as granting you any right, title, or interest in or to the proprietary technology, data models, or infrastructure used to generate or deliver User Outputs.

8.3  Feedback. We encourage Users to submit Feedback. If you submit Feedback, you hereby assign all rights, title, and interest in and to the Feedback to Anera Labs. To the extent that any such rights cannot be assigned, you grant Anera Labs an irrevocable, worldwide, perpetual, royalty-free, and fully transferable license to use, modify, distribute, and incorporate the Feedback into the Services or any other products, offerings, or services without any compensation or obligation to you. You acknowledge and agree that Anera Labs has no obligation to implement any Feedback and that any use of Feedback is at its sole discretion.

8.4  Restrictions on Use of Intellectual Property. Neither you nor any User will use the Services in any manner or for any purpose other than as expressly permitted by this Agreement. Except for as authorized, neither you nor any User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Services (except to the extent Content included in the Services is provided to you under a separate license that expressly permits the creation of derivative works); (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services (except to the extent applicable law doesn't allow this restriction); (c) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; (d) use scraping techniques to mine or otherwise scrape data except as permitted by a plan; or (e) resell or sublicense the Services unless otherwise agreed in writing. You will not use Anera Content unless you obtain our prior written consent. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.

9.1  Obligations. The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care; (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; (iii) not disclose Confidential Information of the Disclosing Party to any third party; and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

9.2  Certain Disclosures. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party's cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where the Disclosing Party refuses to provide their consent or fails to respond to the Receiving Party's inquiries in connection with the request to disclose the Confidential Information.

11.1  Release and Indemnification. If you have a dispute with one or more Users of the Services, you release Anera Labs, its Affiliates, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold Anera Labs, its Affiliates, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.

13.1  Arbitration. If a dispute arises concerning the interpretation of these Terms or the performance of either Party under them, the Parties agree to first attempt resolution through good faith executive-level discussions. Either Party may initiate this process by delivering a written notice of dispute. If the Parties are unable to resolve the dispute within ten (10) business days, the matter shall be resolved by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association, as modified by this section, and in accordance with the Federal Arbitration Act (Title 9 of the United States Code).

The arbitration shall be administered by the AAA and decided by a panel of three (3) arbitrators. The legal seat of arbitration shall be Miami, Florida, but unless the Parties agree otherwise, the arbitration proceedings (including hearings) shall be conducted remotely by video conference or other virtual means. The arbitration must be initiated within a reasonable time after the dispute arises, and all statutes of limitation that would apply in a judicial proceeding shall apply. The arbitrators' decision shall be final and binding, and judgment may be entered thereon in any court of competent jurisdiction. No arbitration may include any person or entity not a party to this Agreement without both Parties' written consent. Each Party waives any right to appeal, review, or vacate the award, except as permitted under the Federal Arbitration Act.

The prevailing Party, as determined by the arbitrators, shall be entitled to recover all costs and fees, including reasonable attorneys' fees, arbitration and administrative fees, and out-of-pocket expenses.

14.1  Governing Law and Jurisdiction. These Terms will be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. You and Anera Labs, Inc. agree that any legal action or proceeding arising under or related in any way to these Terms will be brought in the state or federal courts of competent jurisdiction located in Miami-Dade County, Florida and venue will be proper in that court.

14.2  Compliance with Laws. We will comply with all U.S. state and federal, or foreign laws in our provision of the Services. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.

14.3  Export Compliance. You will not directly or indirectly export, re-export, or transfer the Services to prohibited countries or individuals or permit use of the Services by prohibited countries or individuals.

14.4  Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement will continue in effect.

14.5  Notices. You may send notices to us by using the contact form or support channel available on our Site. Notices will be deemed delivered as of the date of actual receipt by us. We reserve the right to designate an alternative method or address for legal notices by updating this section or providing instructions on the Site. We may provide general notices via the Services or specific notices to you via the email address or phone number listed in your account information. You are responsible for keeping all contact information associated with your account current.

14.6  Entire Agreement. This Agreement (including any and all appendixes) along with our Privacy Policy is the entire agreement between us for the Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you. Our obligations are not contingent on the delivery of any future functionality or features of the Services or dependent on any oral or written comments made by us regarding future functionality or features of the Services.

14.7  Assignment. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement in the event of merger, reorganization, sale of all or substantially all of our assets, change of control, or operation of law.

14.8  No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or will confer upon any third-party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

14.9  Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, will not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement or the rights and obligations of the parties under this Agreement.

14.10  Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliates' compliance with the terms of this Agreement.

14.11  Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, debts owed to Anera Labs, general use of the Services, disputes with Anera Labs, and general provisions, shall survive the termination or expiration of this Agreement.

14.12  Counterparts. This Agreement may be executed in one or more counterparts, each of which will for all purposes be deemed an original and all of which will constitute the same instrument.

14.13  No Waiver. No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies provided by law.

14.14  Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent that such failure or delay results from circumstances beyond the affected party's reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, power outages, internet or telecommunications failures, failures of third-party hosting, data, or infrastructure providers, cyberattacks, changes in applicable law or government orders, or labor disputes (each, a “Force Majeure Event”). The affected party shall provide prompt written notice to the other party of the Force Majeure Event and shall use commercially reasonable efforts to mitigate its effects and resume performance. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement upon written notice to the other party without liability, except for payment obligations accrued prior to the date of termination.