Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your access to and use of the services, APIs, websites, and software (collectively, the "Service") provided by Sugra Systems, Inc., a Delaware corporation ("Sugra", "we", "us", "our"), with its registered office at LegalInc Corporate Services Inc., Middletown, DE.

By accessing or using the Service, you ("you", "Subscriber") agree to be bound by these Terms and by our Privacy Policy, Data Use Policy, and Acceptable Use Policy, each incorporated by reference. If you do not agree to these Terms, do not access or use the Service.

2. Definitions

• "Service" means the Sugra API and related interfaces, software, and platforms operated by Sugra at sugra.ai, app.sugra.ai, and sugra.systems.
• "API" means the Sugra API and any successor or related programmatic interfaces offered by Sugra.
• "Data" means any content, information, signals, datasets, or other output delivered through the API, whether sourced from Upstream Sources or produced by Sugra's processing.
• "Upstream Sources" means the third-party public, governmental, and partner data providers from which Sugra aggregates Data.
• "Subscriber" means any individual or entity accessing the Service under an account.
• "User" means any natural person who accesses the Service through a Subscriber account.
• "Content" means any material generated by, submitted to, or transmitted through the Service.
• "Fees" means the subscription fees set forth on the Pricing Page at sugra.systems/api/pricing in effect at the time of subscription.

3. Description of Service

Sugra is a technology infrastructure provider. The Service offers a normalized programmatic aggregation layer over multiple public and partner data sources, delivered via a unified API. Sugra does not originate, author, or warrant the Data. Sugra provides the technical means to fetch, normalize, cache, and deliver Data on an as-is, best-efforts basis.

The Service may include automatic failover between Upstream Sources, caching, rate limiting, and other operational features. These features may change without notice.

4. Eligibility

To use the Service you must:

1. Be at least eighteen (18) years of age and have legal capacity to enter into a binding agreement under the law of your jurisdiction.
2. Not be a person or entity subject to sanctions administered by the U.S. Office of Foreign Assets Control (OFAC), and not be located in, organized under, or ordinarily resident in any jurisdiction subject to comprehensive U.S. sanctions programs. You represent that neither you, nor any owner or controller of your entity, is a Specially Designated National or blocked person.
3. If you are registering on behalf of a legal entity, warrant that you have authority to bind that entity to these Terms.

Sugra reserves the right to refuse service and to terminate access for any violation of this Section 4.

5. Account Registration

You agree to provide accurate and current registration information and to keep it updated. You are responsible for safeguarding your account credentials and any API keys issued to you. You must notify Sugra promptly at support@sugra.systems upon discovering any unauthorized use or suspected compromise of your account or API keys.

Each entity is permitted one account unless Sugra expressly agrees otherwise in writing. Sharing credentials or keys across unaffiliated parties is prohibited.

6. API Access and Usage

Access to the API is governed by rate limits and quotas corresponding to your subscription tier as set forth on the Pricing Page. You may use the API to build products and services that incorporate Data within the scope permitted by the Data Use Policy and the Acceptable Use Policy. The following are prohibited without Sugra's prior written consent:

1. Redistributing, reselling, or licensing the Data as a standalone data product.
2. Creating a service whose primary function is to aggregate or re-publish Data fetched from the API.
3. Reverse engineering, scraping, mirroring, or circumventing the technical protections of the API or any Upstream Source.
4. Using the API beyond the rate limits applicable to your subscription tier, including through rotating credentials, multiple accounts, or similar techniques.

The complete list of prohibited activities is set forth in the Acceptable Use Policy.

7. Data and Content

The Data is aggregated from Upstream Sources and delivered on an as-is, as-available basis. Sugra is not the author, owner, or publisher of the Data. Sugra makes no representation or warranty regarding the accuracy, completeness, timeliness, currency, or fitness of the Data for any particular purpose.

Nothing made available through the Service constitutes investment advice, financial advice, trading advice, legal advice, tax advice, or professional advice of any kind. The Data is provided for informational and technical purposes only. You are solely responsible for any decision, transaction, or action you take based on the Data, and you should consult qualified professionals before making any decision with legal, financial, or similar consequences.

7.1 Entity screening signals

Certain features of the Service, including Sugra Entity, return screening signals that compare a name, identifier, or entity against public sanctions, watchlist, politically-exposed-person ("PEP"), and adverse-media sources. A screening signal is a technical signal only and is not a compliance determination, a risk rating, an eligibility decision, or any form of advice. Sugra does not determine whether any person or entity is sanctioned, is a PEP, presents adverse media, or should be onboarded, declined, or reported. You remain solely responsible for any such determination.

Sugra is not a consumer reporting agency. Sugra is a technology infrastructure provider. The Service is not a consumer report, an investigative consumer report, or a consumer reporting agency under the U.S. Fair Credit Reporting Act (15 U.S.C. Sec. 1681 et seq., the "FCRA") or under any analogous federal, state, or non-U.S. law. Sugra does not assemble or evaluate information for the purpose of furnishing consumer reports, and renders no consumer report and no determination of eligibility for credit, employment, housing, insurance, or any other purpose covered by the FCRA or similar law. You shall not use the Service, or any screening signal, for any FCRA-covered purpose or as a factor in establishing any individual's eligibility for any such purpose, except in accordance with the Acceptable Use Policy and only after independent verification.

No warranty of completeness. Screening signals are compiled on an as-is, best-efforts basis from public and openly-licensed sources whose coverage is partial and which may be incomplete, out of date, or in error. PEP and adverse-media signals in particular are supplementary and non-comprehensive and are not a substitute for licensed screening. The absence of a match is not assurance that a person or entity is not sanctioned, is not a PEP, or is free of adverse media. You must independently verify any screening signal before relying on it or taking any action.

7.2 Regulated market-data sources

Certain Data made available through the Service originates from securities regulators and self-regulatory organizations ("SROs"). The terms under which those sources make that Data available require that the source be clearly identified as the owner and source of the Data, and that the Data not be further redistributed by recipients. Accordingly, where the Service identifies Data as originating from a securities regulator or an SRO, whether through the attribution included in the API response or otherwise, you shall not, and shall not permit any User or third party to, redistribute, resell, republish, sublicense, or otherwise provide that Data to any third party as a data feed, dataset, or other data product, in any form and whether or not on a standalone basis, and you shall preserve, without alteration, the attribution Sugra includes with that Data. This Section 7.2 does not restrict your display of such Data to your own end users within your application as permitted by the Data Use Policy; the restriction is on the further redistribution of the Data as data. Sugra attributes no separate or incremental fee to such Data; access to the Service is priced by request volume, not by data source.

Additional provisions governing your use of the Data, including screening signals, are set forth in the Data Use Policy and the Acceptable Use Policy.

8. Fees and Payment

Fees for paid subscriptions are set forth on the Pricing Page at sugra.systems/api/pricing and are payable in advance for each billing period. Paid subscriptions renew automatically at the then-current Fees until cancelled in accordance with these Terms. All Fees are exclusive of taxes, which are your responsibility where applicable.

Fourteen-day money-back guarantee. If you are a first-time Subscriber on a paid tier and you notify Sugra in writing at support@sugra.systems within fourteen (14) days of your initial subscription charge, Sugra will refund that initial charge. This guarantee applies once per Subscriber and does not apply to subsequent renewals, upgrades, add-ons, or subsequent subscriptions after cancellation.

Except as provided above, Fees paid are non-refundable. On downgrade, Sugra may issue pro-rata service credits at its sole discretion; such credits do not convert to cash.

Failed payments may result in suspension. Accounts remaining unpaid for more than thirty (30) days may be terminated, and data associated with the account may be deleted in accordance with the Privacy Policy.

Immediate performance; waiver of statutory withdrawal right. You expressly request that the Service be made available to you immediately upon subscription and acknowledge that any statutory right of withdrawal under applicable consumer protection law (including under EU Directive 2011/83/EU, where applicable) is satisfied or exceeded by the fourteen-day money-back guarantee above. To the maximum extent permitted by applicable law, you waive any additional or separate right of withdrawal.

9. Intellectual Property

As between the parties, Sugra retains all right, title, and interest in and to the Service, including the API, software, documentation, trademarks, and all modifications and derivative works. Subject to your compliance with these Terms, Sugra grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for its intended purpose during the term of your subscription.

You retain all right, title, and interest in and to the code, products, and services you build using the API. No provision of these Terms transfers ownership of your original work to Sugra.

No rights are granted by implication, estoppel, or otherwise except as expressly set forth in these Terms.

10. Confidentiality

API keys, non-public technical documentation, and any information identified as confidential by Sugra constitute confidential information. You shall not disclose such information to third parties and shall use it solely to access the Service. This obligation survives termination.

11. Disclaimer of Warranties

THE SERVICE AND THE DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUGRA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT. SUGRA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT DATA WILL BE ACCURATE, TIMELY, OR COMPLETE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUGRA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF SUGRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SUGRA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICE, UNDER ANY THEORY OF LIABILITY, SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO SUGRA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

The limitations in this Section 12 apply regardless of the form of action and survive any failure of essential purpose of any limited remedy.

13. Indemnification

You shall defend, indemnify, and hold harmless Sugra, its officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your breach of these Terms, the Data Use Policy, the Acceptable Use Policy, or the Privacy Policy; (b) your or any User's use of the Service or the Data, including any decision or action taken on the basis of the Data; (c) your infringement of any third-party right, including intellectual property, privacy, or publicity rights; or (d) your violation of any applicable law or regulation, including sanctions laws.

14. Term and Termination

These Terms remain in effect for the duration of your use of the Service. Either party may terminate for convenience on thirty (30) days' written notice (email to support@sugra.systems is sufficient). Sugra may suspend or terminate the Service immediately, without notice, for (a) material breach of these Terms or any incorporated policy; (b) suspected fraud, abuse, or sanctions violation; (c) non-payment of Fees exceeding thirty (30) days; or (d) as required by law.

Upon termination, your right to access the Service ends. Sugra will retain and delete data in accordance with the Privacy Policy. Sections 7, 9, 10, 11, 12, 13, 15, 16, and 17 survive termination.

15. Sanctions Compliance

You represent and warrant that you, your controllers, and your Users are not (a) named on any sanctions list maintained by the U.S. government, including the OFAC Specially Designated Nationals and Blocked Persons List, or by the European Union, the United Kingdom, or the United Nations; or (b) located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive U.S. sanctions. You shall not use the Service in violation of any applicable export control or sanctions law. Any breach of this Section 15 is a material breach and grounds for immediate termination.

16. Governing Law; Arbitration; Class Action Waiver

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

Any dispute arising out of or relating to these Terms or the Service shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration shall be Wilmington, Delaware. The arbitration shall be conducted in English and before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. Each party agrees that any dispute will be brought solely in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator shall have no authority to consolidate claims or to conduct any form of class or representative arbitration.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights or confidential information.

17. General

Entire agreement. These Terms, together with the Privacy Policy, Data Use Policy, Acceptable Use Policy, Data Processing Agreement, and Service Level Agreement, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous communications.

Changes. Sugra may modify these Terms from time to time. For material changes, Sugra will provide at least thirty (30) days' advance notice by email to the address on file and by a prominent notice at sugra.systems, and will update the "Last updated" date above. Continued use of the Service after the effective date of a change constitutes acceptance.

Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

Waiver. No waiver of any provision is effective unless in writing and signed by the waiving party. Failure to enforce any provision is not a waiver.

Assignment. You may not assign these Terms without Sugra's prior written consent; any attempted assignment without consent is void. Sugra may assign these Terms freely, including in connection with a merger, acquisition, reorganization, or sale of assets.

Notices. Notices to Sugra shall be sent to legal@sugra.systems. Notices to you shall be sent to the email address associated with your account.

Force majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, pandemics, failures of the Internet, telecommunications, cloud infrastructure, or other third-party services, and denial-of-service attacks.

Relationship of the parties. The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.

Contact. Questions about these Terms: legal@sugra.systems. Support: support@sugra.systems. Privacy: privacy@sugra.systems.