Terms of use — ALPHA

01Agreement to these terms

1.1 Who we are

These Terms of Use (the “Terms”) are a legal agreement between you and Northfield Digital Alpha, Inc. (“ALPHA,” “we,” “us,” or “our”), a Delaware corporation headquartered in New Haven, Connecticut. ALPHA operates a single decision platform under three heritage identities: Northfield (risk models and optimization), OpenFinance (semantic data and books of record, operated through Digital Financial Group), and Market76 (preference modeling and personalization). These Terms govern your access to and use of our websites, including ndalpha.com, northinfo.com, openfinance.com, and market76.com, together with their content and features (collectively, the “Sites”).

1.2 Your acceptance

By accessing or using the Sites, you agree to be bound by these Terms and by our Privacy policy, which is incorporated here by reference. If you do not agree, do not use the Sites. If you use the Sites on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and “you” refers to that organization.

Your access to and use of any ALPHA product, data feed, or service is governed by the separate written agreement between ALPHA and your organization (a “Master Agreement”). Where these Terms conflict with a Master Agreement as to that product or service, the Master Agreement controls.

1.3 Changes to these terms

We may revise these Terms from time to time. When we do, we will update the version and effective date above and, where changes are material, provide a more prominent notice. Changes take effect when posted. Your continued use of the Sites after an update constitutes acceptance of the revised Terms.

02Who may use the sites

The Sites are intended for institutional and professional audiences — asset owners, asset managers, financial institutions, technology platforms, and the people who work with them. They are not directed to consumers or to children, and are not intended for use by anyone under 18 years of age. By using the Sites, you represent that you are at least 18 and that your use complies with all laws and regulations that apply to you.

03The sites and what they are for

3.1 Informational purpose

The Sites present information about ALPHA, our research, and our products. They are provided for general informational purposes only. Nothing on the Sites is an offer or solicitation to buy or sell any security, financial instrument, product, or service, in any jurisdiction where such an offer or solicitation would be unlawful.

3.2 No investment, legal, or tax advice

Content on the Sites — including research, commentary, risk indices, illustrations, and figures — is not investment, legal, accounting, or tax advice, and is not a recommendation to adopt any strategy or make any decision. It does not account for your particular circumstances. Investing involves risk, including the possible loss of principal, and past performance is not indicative of future results. You should obtain your own professional advice before acting on any information found on the Sites.

3.3 Forward-looking statements

The Sites may contain forward-looking statements about our plans, products, and expectations. These reflect our views as of the date published, involve risks and uncertainties, and are not guarantees of future outcomes. We undertake no obligation to update them except as required by law.

04Accounts and the client portal

Certain areas of the Sites, including the client portal, require authenticated access and are available only to authorized users of a client or partner organization. If you are granted access credentials, you agree to keep them confidential, to use them only as authorized, and to be responsible for all activity under your account. You must notify us promptly of any unauthorized use or suspected compromise. We may suspend or revoke access at any time, including where we believe credentials have been misused or where access is no longer authorized by your organization.

05Acceptable use

You agree to use the Sites lawfully and only for their intended purposes. You will not:

access, use, or attempt to access any area, account, system, or data you are not authorized to access;
copy, scrape, harvest, frame, mirror, or systematically extract content or data from the Sites except as expressly permitted;
use the Sites, or any content or data obtained from them, to build or train a competing product, model, or dataset;
reverse engineer, decompile, or attempt to derive the source code or underlying methodology of any part of the Sites, except to the extent this restriction is prohibited by law;
introduce malware or any harmful code, or interfere with, disrupt, or place undue load on the Sites or their infrastructure;
circumvent or attempt to circumvent any security, authentication, or usage-limitation measure;
misrepresent your identity or affiliation, or use the Sites to infringe the rights of others or to transmit unlawful, defamatory, or misleading content; or
use the Sites in violation of any applicable law, regulation, or third-party right.

06Intellectual property

6.1 Our content

The Sites and their content — including text, research, graphics, data visualizations, design, layout, software, and the selection and arrangement of all of the above (the “Content”) — are owned by ALPHA or its licensors and are protected by copyright, trademark, and other intellectual-property laws. Except for the limited license below, no right, title, or interest in the Sites or the Content is transferred to you.

6.2 Your limited license

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and view the Sites and to download or print reasonable portions of the Content for your own internal, non-commercial reference. Any other use — including reproduction, distribution, publication, modification, or commercial exploitation — requires our prior written consent. All rights not expressly granted are reserved.

6.3 Trademarks

“ALPHA,” “Northfield,” “OpenFinance,” “Market76,” and related names, logos, and product names are trademarks or service marks of ALPHA or its affiliates. You may not use them without our prior written permission. Other names and marks appearing on the Sites are the property of their respective owners.

07Feedback

If you send us ideas, suggestions, or other feedback about the Sites or our products, you agree that we may use it without restriction or obligation to you, and you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback for any purpose. Please do not send us confidential information you do not wish us to use in this way.

08Third-party links and content

The Sites may link to, or incorporate content from, third-party websites and services that we do not operate or control. We provide these links and materials for convenience only. We do not endorse and are not responsible for third-party content, products, or practices, and your dealings with any third party are solely between you and that party.

09Disclaimers

Provided “as is”

The Sites and the Content are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by law, we disclaim all warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the Sites will be uninterrupted, secure, accurate, complete, or error-free.

We do not warrant the accuracy, completeness, or timeliness of any research, data, index value, or figure on the Sites, and such information may change without notice. You use the Sites and rely on the Content at your own risk.

10Limitation of liability

To the fullest extent permitted by law, ALPHA and its affiliates, and their respective officers, directors, employees, and agents, will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business, arising out of or relating to your use of, or inability to use, the Sites or the Content, whether based in contract, tort, or any other theory, and even if we have been advised of the possibility of such damages.

To the fullest extent permitted by law, our total aggregate liability arising out of or relating to the Sites and these Terms will not exceed one hundred U.S. dollars (US$100). Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

11Indemnification

You agree to indemnify and hold harmless ALPHA and its affiliates, and their respective officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or connected with your use of the Sites, your violation of these Terms, or your violation of any law or the rights of any third party.

12Termination

We may suspend or terminate your access to the Sites at any time, with or without notice, including if we believe you have violated these Terms. Upon termination, the license granted to you ends and you must stop using the Sites. Provisions that by their nature should survive termination — including intellectual-property, disclaimer, limitation-of-liability, indemnification, and governing-law provisions — will survive.

13Governing law and disputes

These Terms and any dispute arising out of or relating to them or the Sites are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Subject to the note below, you agree that the state and federal courts located in Delaware will have exclusive jurisdiction over any such dispute, and you consent to personal jurisdiction and venue in those courts. Any claim must be brought on an individual basis and not as part of a class or representative action.

The dispute-resolution mechanism above is a placeholder pending counsel’s decision on courts versus arbitration.

14General

These Terms, together with the Privacy policy and any applicable Master Agreement, are the entire agreement between you and ALPHA regarding the Sites, and supersede any prior understanding on that subject. If any provision is held unenforceable, the remaining provisions will remain in full effect. Our failure to enforce a provision is not a waiver of it. You may not assign these Terms without our prior written consent; we may assign them freely. Nothing in these Terms creates any partnership, agency, or joint venture between you and us.

15How to contact us

Questions about these Terms can be directed to:

Legal: legal@ndalpha.com
Entity: Northfield Digital Alpha, Inc.
Headquarters: New Haven, Connecticut, United States