Terms of Use

1. Acceptance of the Terms and Conditions.
   
   1. AIR Platforms, Inc. (herein referred to as “AIR,” “we,” “us” or “our”) provides and makes available this web site (the “Site”).  All use of the Site is subject to the terms and conditions contained in these Website Terms of Use (this “Agreement”).  Please read this Agreement carefully.  By accessing, browsing or otherwise using the Site, you acknowledge that you have read, understood, and agree to be bound by this Agreement.  If you do not accept the terms and conditions of this Agreement, you shall not access, browse or use the Site.  You understand and agree that your use of our AI-powered credit rating and risk assessment platform (“AIR Products”) shall not be governed by this Agreement, but rather by your company’s or organization’s agreement with AIR covering such AIR Products.  However, please note that your access to and use of the Site and any AIR Products is also subject to AIR’s Privacy Policy.
   2. You understand and agree that we may change this Agreement at any time without prior notice.  You may read a current, effective copy of this Agreement at any time by selecting the “Terms of Use” link on the Site.  The revised terms and conditions will become effective at the time of posting.  Any use of the Site after such date shall constitute your acceptance of such revised terms and conditions.  If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Site.

PLEASE SEE SECTION 9 BELOW REGARDING YOUR LEGAL RIGHTS IN ANY DISPUTE INVOLVING THIS AGREEMENT OR THE SITE, INCLUDING MANDATORY ARBITRATION AND A WAIVER OF RIGHTS TO A JURY TRIAL OR CLASS ACTION.

1. Use of the Site.
   
   1. This Site contains material, including but not limited to software, text, graphics, images, ratings, opinions, and information (collectively referred to as the “Content”).  We may own the Content or portions of the Content may be made available to us through arrangements that we have with third parties.  The Content is protected by United States and foreign intellectual property laws.  Unauthorized use of the Content may result in violation of copyright, trademark, and other laws.  You have no rights in or to the Content, and you will not copy the Content and will only access and use the Content for your personal purposes.  You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose.  The use or posting of any of the Content on any other web site or computer network for any purpose is expressly prohibited.  If you violate any part of this Agreement, your right to access and/or use the Content and Site shall automatically terminate.
   2. The trademarks, service marks, and logos of AIR (the “AIR Trademarks”) used and displayed on this Site are registered and unregistered trademarks or service marks of AIR.  Other company, product, and service names located on the Site may be trademarks or service marks owned by third parties (the “Third-Party Trademarks”, and, collectively with the AIR Trademarks, the “Trademarks”).  Nothing on this Site or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Site without the prior written consent of AIR specific for each such use.  The Trademarks may not be used to disparage AIR or the applicable third-party, AIR’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks.  Use of any Trademarks as part of a link to or from any web site is prohibited without AIR’s prior written consent.  All goodwill generated from the use of any AIR Trademark shall inure to AIR’s benefit.
   3. You agree not to: (a) take any action that imposes an unreasonable load on the Site’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Site, (d) delete or alter any material posted on the Site by AIR or any other person or entity, (e) frame or link to any of the materials or information available on the Site, or (f) post any Content from the Site to forums, newsgroups, list serves, mailing lists, electronic bulletin boards, or other websites.
   4. The Site contains links to third-party web sites (“External Sites”).  These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites.  The content of such External Sites is developed and provided by others.  You should contact a representative of those External Sites if you have any concerns regarding such links or any content located on such External Sites.

We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites.  You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs.  If you decide to access any External Sites, you do so at your own risk.

1. Certain elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 2.1 of the Agreement.  None of the Content for this Site may be retransmitted without the express written consent from AIR for each and every instance.
2. You may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to us with respect to the Site or Content.  We shall have full discretion to determine whether or not to proceed with the development or implementation of any Feedback.  You hereby grants AIR a royalty-free, fully paid up, worldwide, transferable, sublicenseable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback; and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.

1. Limitation of Liability and Disclaimer of Warranties.
   
   1. AIR obtains all Content furnished on the Site from sources believed by it to be accurate and reliable.  You expressly agree that the credit ratings and other opinions provided via the Site (a) are, and will be construed solely as, statements of opinion of the relative future credit risk (as defined below) of entities, credit commitments, or debt or debt-like securities and not statements of current or historical fact as to credit worthiness, investment or financial advice, recommendations regarding credit decisions or decisions to purchase, hold or sell any securities, endorsements of the accuracy of any of the data or conclusions, or attempts to independently assess or vouch for the financial condition of any company; (b) do not address any other risk, including but not limited to liquidity risk, market value risk or price volatility; (c) do not take into account your personal objectives, financial situations or needs; and (d) will be weighed, if at all, solely as one factor in any investment or credit decision made by or on behalf of you.  Accordingly, you further expressly agree that you will with due care make your own study and evaluation of each investment decision or security, and of each issuer and guarantor of, and each provider of credit support for, each security or credit that you may consider purchasing, holding, selling, or providing.  For the avoidance of doubt, AIR uses artificial intelligence to drive insights and analyses and AIR’s Content and opinions may also include quantitative model-based estimates of credit risk and related opinions or commentary published by AIR.  Further, you expressly agree that any tools or information made available on the Site are not a substitute for the exercise of independent judgment and expertise.  You should always seek the assistance of a professional for advice on investments, tax, the law, or other professional matters.  For purposes of this paragraph, “credit risk” means the risk that an entity may not meet its contractual, financial obligations as they come due and any estimated financial loss in the event of default or impairment.  AIR adopts measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources AIR considers to be reliable, including, when appropriate, independent third-party sources.  However, AIR is not an auditor and cannot in every instance independently verify or validate information received in the rating process or in preparing Content made available on the Site.
   2. AIR, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “AIR PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SITE OR CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY.  THE AIR PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE SITE OR CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE.  YOU AGREE THAT YOU USE THE SITE AND THE CONTENT AT YOUR OWN RISK.

THE AIR PARTIES DO NOT WARRANT THAT THE SITE WILL OPERATE ERRORFREE OR THAT THE SITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.  IF YOUR USE OF THE SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO AIR PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.

AIR’S CREDIT RATINGS AND CONTENT ARE NOT INTENDED FOR USE BY ANY PERSON AS A BENCHMARK AS THAT TERM IS DEFINED FOR REGULATORY PURPOSES, AND MUST NOT BE USED IN ANY WAY THAT COULD RESULT IN THEM BEING CONSIDERED A BENCHMARK.

AIR’S CREDIT RATINGS AND CONTENT ARE NOT INTENDED FOR USE BY RETAIL INVESTORS AND IT WOULD BE RECKLESS AND INAPPROPRIATE FOR RETAIL INVESTORS TO USE AIR’S CREDIT RATINGS OR CONTENT WHEN MAKING AN INVESTMENT DECISION.  IF IN DOUBT YOU SHOULD CONTACT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.

THE SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND.  THE AIR PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

1. IN NO EVENT SHALL ANY AIR PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH AIR PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, IN SUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE AIR PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
3. IF YOU ARE FROM NEW JERSEY, THE FOREGOING SECTIONS 3.2 AND 3.3 AND SECTION 4 BELOW ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY.  IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

1. Indemnification.  To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless the AIR Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Content or Site.  AIR shall provide notice to you of any such claim, suit, or proceeding.  AIR reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section.  In such case, you agree to cooperate with any reasonable requests assisting AIR’s defense of such matter.
2. Termination of the Agreement.
   
   1. AIR reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site or the Content at any time and for any reason without prior notice or liability.  AIR reserves the right to change, suspend, or discontinue all or any part of the Site or the Content at any time without prior notice or liability.
   2. Sections 2 (Use of the Site), 3 (Limitation of Liability and Disclaimer of Warranties), 4 (Indemnification), 5 (Termination of the Agreement), 9 (Dispute Resolution), and 10 (Miscellaneous) shall survive the termination of this Agreement.
3. User Must Comply with Applicable Laws.
   
   1. This Site is hosted in the United States.  We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States.  If you access the Site or the Content from outside of the United States, you do so at your own risk.  Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
   2. The United States controls the export of products and information.  You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws.  By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited.  You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
4. U.S. Government Restricted Rights.  The Content is provided with “RESTRICTED RIGHTS.”  Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor.  Use of the Site or Content by the Government constitutes acknowledgement of our proprietary rights in the Site and Content.
5. QIB Notification.  Portions of this Site may have been created in order to enable “qualified institutional buyers,” as defined in Rule 144A under the Securities Act of 1933 (“QIBs”), to analyze data made available by issuers to QIBs in securities offerings and in the QIB secondary market.  This data may or may not otherwise be publicly available.  If you choose to access such QIB information on the Site (“QIB Information”), you hereby acknowledge and agree that (a) you must be a QIB to access the QIB Information, (b) the QIB Information contained on this Site may only be available to QIBs, (c) you will not transmit or use any such QIB Information in violation of the federal securities laws, and (d) you represent and warrant to AIR (on behalf of yourself or your organization) that you have such knowledge and experience in financial and business matters so that you are capable of evaluating the merits and risks of the securities for which QIB Information has been made available by the issuers, and utilize effectively the Content provided by AIR as an analytical tool to assist in any such evaluation.  You also confirm that you are solely responsible for performing your own evaluation of any such securities, and with respect to QIB Information made available by issuers to QIBs in securities offerings and in the QIB secondary market, AIR does not make any recommendations as to whether to buy, sell or hold any such securities or as to the usefulness of its Content to you for purposes of making any such evaluation.
6. Dispute Resolution.  THIS PARAGRAPH CONTAINS ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE THE RIGHT TO A COURT HEARING OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION.  PLEASE REVIEW CAREFULLY.  AIR is reachable via the contact information at the end of this Agreement to address any concerns you may have regarding your use of the Site. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to you initiating a lawsuit or arbitration against AIR.  Any matter or dispute relating in any way to your use of the Site or this Agreement, which is not so resolved shall be submitted to binding confidential arbitration as provided below.  Any dispute, controversy or claim arising out of or relating to this Agreement, including any disputes relating to the Content on the Site, whether in contract, tort, statute or otherwise, shall be finally resolved by arbitration if not settled after pre-dispute consultation as described above, and subject to AIR’s right to seek injunctive relief in court as provided below.  Any claim must be brought in the claimant’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”), except in the event that five (5) or more individuals seek to initiate (or do initiate) arbitration proceedings against AIR in a coordinated or related manner (e.g., coordination among plaintiffs or their counsel in regard to similar claims), then AIR may elect in its discretion to consolidate such arbitrations before a single arbitrator and otherwise in accordance with the arbitration provisions herein.  The parties expressly waive any ability to maintain any Class Action in any forum.  The arbitration shall be conducted by one arbitrator in English and in accordance with the International Rules of the American Arbitration Association, which shall administer the arbitration and act as appointing authority.  The place of the arbitration shall be Kent County, Delaware.  The decision of the arbitrators shall be binding upon the parties hereto, and the expense of the arbitration (including without limitation the award of attorneys’ fees to the prevailing party) shall be paid as the arbitrators determine.  Notwithstanding the foregoing, if you bring a claim subject to arbitration, AIR, if so requested by you, will pay the cost of fees and deposits imposed upon you by the American Arbitration Association or other arbitrator to the extent that such cost exceeds the amount you would have had to pay as filing fees and initial court costs if you had filed suit in a court of competent jurisdiction.  The decision of the arbitrator may be entered by any court of competent jurisdiction.  You agree to submit to the jurisdiction of the state and federal courts in Delaware for the purposes of any judicial proceedings to obtain interim relief and in aid of the arbitration or judicial proceedings to confirm or enforce the award.  Notwithstanding the foregoing, AIR may seek preliminary injunctive relief from a court of law in the event of a breach by you of this Agreement.  You expressly waive your right to a trial by jury.
7. Miscellaneous.  This Agreement is governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws provisions.  If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.  Failure of AIR to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement.  No waiver shall be effective against AIR unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.  Except as expressly agreed by AIR and you, this Agreement constitutes the entire agreement between you and AIR with respect to the subject matter, and supercedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.  The section headings are provided merely for convenience and shall not be given any legal import.  We may freely assign our rights under this Agreement.  This Agreement will inure to the benefit of our successors and assigns.  Any information submitted or provided by you to the Site might be publicly accessible.  Important and private information should be protected by you.  If you would like to contact AIR regarding this Agreement or the Site, you can reach us by email at: info@airplatforms.com.