1. Agreement and scope
These Terms and Conditions ("Terms") govern access to and use of the DEF 14 research platform, APIs and Model Context Protocol (MCP) service, including free trials (together, the "Services"). They are between DEF 14 Inc. ("DEF 14," "we," "us" or "our") and the person or organization accepting them ("you" or "Customer").
By selecting the acceptance checkbox or otherwise expressly agreeing to these Terms, you accept them. If you accept on behalf of an organization, you represent that you have authority to bind it. If you do not have that authority, an authorized representative must arrange access before you use the Services on its behalf.
A signed customer agreement takes priority. If you or your organization have a signed agreement with DEF 14 covering the Services, that agreement and its applicable order forms and data processing terms prevail over these Terms to the extent of any conflict. These Terms supplement that agreement only where consistent with it. They do not reduce an agreed service level, warranty, license, privacy obligation or remedy.
Our Privacy Policy explains how we handle personal information. Accepting these Terms does not provide consent to optional marketing or optional use of trial content for product improvement.
2. Eligibility and accounts
The Services are intended for adult business and institutional users with legal capacity to enter an agreement. Provide accurate account information and keep it reasonably up to date.
Each authorized individual must use their own access credentials. Do not share credentials, lend accounts or allow unauthorized access. Your organization is responsible for managing its authorized users and promptly removing access when it is no longer appropriate. You are responsible for activity you authorize and for taking reasonable steps to protect your account.
Notify us promptly if you suspect compromised credentials or unauthorized access. Do not submit passwords, access tokens or unnecessary sensitive personal information in research questions or support messages.
3. Free trials
Trials provide temporary access to evaluate the Services for business use. They normally last seven days, unless a different period is specified when access is granted. The activation notice identifies the applicable trial period and any features included.
A free trial does not automatically become a paid subscription. Paid access requires a separate agreement. No subscription fee is charged merely because you request, activate or finish a trial.
We may approve or decline a trial request, restrict repeated trials, and suspend or end a trial for misuse, security concerns or other reasonable business reasons. Where reasonably practicable, we will notify you before ending an active trial early. Immediate action may be taken under Section 11.
Trial data handling, including retention and optional improvement use, is described in the Privacy Policy. Trial access does not depend on accepting optional product-improvement or marketing permissions.
4. Permitted use and attribution
Subject to these Terms and any applicable customer agreement, DEF 14 grants you a limited, non-exclusive, non-transferable right to access the Services and use the research, data, documents, charts and other material made available through them ("Content") for your authorized business research.
You may conduct internal research, save individual results and reasonable extracts for that research, and include limited extracts or charts in your own analytical reports, client reports or publications. Such use must support your original analysis and must not substitute for access to DEF 14, distribute a substantial part of its Content or enable recipients to reconstruct its databases.
When including DEF 14 extracts or charts in material distributed outside your organization, use the attribution"Source: DEF 14 Inc. (def14.co)". Preserve relevant source references and notices. Do not imply that DEF 14 endorses your analysis, conclusions or organization.
Ordinary retrieval through authorized MCP tools and supported export functions is permitted. This permission does not authorize bulk extraction, systematic harvesting or the prohibited uses in Section 5. A use outside this license requires our prior written permission.
5. Prohibited use
You must not, or assist another person to:
- Scrape, download or systematically extract Content to recreate, replicate or populate a database or a substitute or competing data service.
- Resell, sublicense or redistribute Content as a standalone product, data feed, dataset or access service.
- Use Content to train or fine-tune machine-learning or AI models, or create training datasets, without our prior written agreement. Ordinary retrieval of Content into a connected assistant for an authorized research request is permitted.
- Share credentials, bypass entitlements, evade access controls or disguise activity to circumvent restrictions.
- Probe, disrupt, overload or compromise the Services, introduce malicious code, or attempt unauthorized access to systems or information.
- Reverse engineer proprietary software except to the extent applicable law expressly permits it despite this restriction.
- Remove ownership or source notices, misrepresent Content or use the Services unlawfully or to infringe another person's rights.
These restrictions concern access to the Services and use of Content obtained through them. They do not give DEF 14 exclusive ownership of public facts or prevent lawful independent research using information obtained separately from public sources.
6. MCP and third-party AI systems
The MCP service provides an access layer through compatible AI systems that support custom MCP connections. Compatibility depends on the connected system, its configuration and the available DEF 14 tools. We do not guarantee compatibility with every client or every future version.
DEF 14 MCP tools are read-only research and retrieval tools; some present information in charts or dashboards. They do not execute trades or authorize external actions on your behalf.
You choose and are responsible for your connected AI provider and the permissions you grant it. Its services are subject to its own terms and privacy practices. Configure the connection so that use of DEF 14 Content remains within your authorized research use and does not permit prohibited training or redistribution.
AI systems may omit context, misstate source material or generate inaccurate conclusions. Verify material statements against the underlying sources before relying on or distributing them. DEF 14 does not control a third-party assistant's independent outputs or subsequent handling of information.
7. Privacy and customer inputs
Your information is handled as described in our Privacy Policy and any applicable data processing agreement. Paid accounts automatically receive zero retention for MCP questions and responses as described there. Operational metadata and administrative records are treated separately.
You retain any rights you have in questions and other materials you provide. You authorize DEF 14 to process them to fulfill your requests and administer the Services, subject to the Privacy Policy and applicable agreements. This authorization does not grant ownership of your inputs or permission to train models on them.
Optional use of retained trial content for product improvement requires separate permission. You must have authority to submit information through the Services. Disconnecting an assistant does not by itself delete records already retained by DEF 14 or copies held by the assistant provider.
8. Ownership and feedback
DEF 14 and its applicable licensors retain their rights in the Services, proprietary research, software, database structure and compilation, branding and other protected material. Except for the permissions expressly granted, these Terms do not transfer intellectual property rights.
Public filings and other source materials remain subject to their applicable ownership and legal status. Public availability of underlying information does not authorize copying DEF 14's proprietary compilation, software or research beyond the license granted here.
If you voluntarily provide suggestions about the Services, we may use those suggestions to improve the Services without compensation. This permission does not extend to your confidential information, personal information or MCP questions and responses merely because you use the Services.
9. Subscriptions and commercial terms
Published pricing is available on the DEF 14 website. The applicable signed agreement or order form establishes your subscription price, billing, renewal, cancellation, refunds, access entitlements and other commercial terms. A change to website pricing does not itself amend a signed agreement.
MCP access is included alongside platform access under the applicable subscription. These Terms do not introduce a separate MCP subscription fee or fixed query quota. Usage remains subject to authorized access, the permitted-use rules and proportionate technical safeguards needed to protect service availability.
10. Availability and changes to the Services
We may maintain, update or modify the Services, including tools and interfaces. We may apply temporary technical restrictions to address incidents, abusive traffic or threats to service stability. Those safeguards do not authorize extraction otherwise prohibited by these Terms.
Availability, support commitments and service-level remedies are governed by the applicable signed customer agreement. Unless agreed in writing, free trials have no guaranteed uptime or support response time.
Where reasonably practicable, we will give advance notice of changes that materially affect your access or require changes to an existing integration. We will honor applicable contractual notice requirements and remedies.
11. Suspension and termination
We may suspend access where we reasonably believe there is a material breach of these Terms, unauthorized use, a security threat or a legal requirement to do so. Where feasible and appropriate, we will explain the issue and provide a reasonable opportunity to correct it. We may act immediately where delay could cause harm, compromise security or violate law.
We may terminate access for a material breach that cannot reasonably be corrected or is not corrected after notice. Paid suspension and termination rights remain subject to the signed customer agreement. To request review of a suspension, contact demo@def14.co.
You may stop using a trial at any time. Subscription cancellation and termination take effect under your signed agreement. When access ends, you must stop accessing the Services and revoke or remove associated connections.
You may retain existing internal reports and limited extracts lawfully incorporated into them, subject to continuing confidentiality, attribution and use restrictions. You may also keep records required by law. This does not permit continued harvesting, new redistribution or retention of a prohibited bulk dataset. Previously distributed reports permitted under Section 4 need not be recalled solely because access ends.
Personal information is retained or deleted under the Privacy Policy and applicable data processing terms. Provisions concerning ownership, restrictions on retained Content, accrued obligations, liability and disputes survive as necessary to give them effect.
12. Research information and warranties
The Services provide research information, not investment, legal, tax or other professional advice.Nothing in the Services is a recommendation, offer or solicitation to buy, sell or hold a security or undertake a transaction. DEF 14 does not undertake a fiduciary or advisory relationship merely by providing access.
Information may be incomplete, delayed, inaccurate or superseded. Historical data and research do not guarantee future outcomes. You are responsible for your analysis, investment decisions and verification of sources.
Except for express commitments in a signed agreement and to the extent permitted by law, the Services and Content are provided "as is" and "as available." DEF 14 disclaims implied warranties of merchantability, fitness for a particular purpose and non-infringement, and does not warrant uninterrupted or error-free operation. This clause does not override express privacy commitments or rights that cannot lawfully be excluded.
13. Limitations of liability
Where a signed customer agreement applies, its liability provisions control. The following limitations apply only to the extent the relevant liability is not governed by that agreement.
To the maximum extent permitted by law, neither party is liable to the other under these Terms for indirect, incidental, special, consequential, exemplary or punitive damages, or loss of profits, revenue, business opportunities or goodwill arising from use of or inability to use the Services, even if advised of their possibility.
Subject to the exceptions below and to the maximum extent permitted by applicable law, DEF 14's total aggregate liability arising out of or relating to these Terms or the Services will not exceed the fees you paid DEF 14 for the affected Services during the twelve months immediately preceding the event first giving rise to the claim. Where the affected Services are provided without charge, including during a free trial, DEF 14 excludes liability to the maximum extent permitted by applicable law, subject to the same exceptions below.
These exclusions and limits do not apply to fraud, willful misconduct, gross negligence, death or personal injury caused by negligence, or any liability that applicable law prohibits excluding or limiting. They do not restrict a regulator's powers or remove non-waivable privacy rights. No limitation creates an entitlement to compensation where liability has not otherwise been established.
14. Governing law and disputes
Where a signed agreement governs the dispute, its governing-law and dispute-resolution provisions control. Otherwise, these Terms are governed by Delaware law, excluding its conflict-of-laws rules, and disputes must be brought in the state courts located in New Castle County, Delaware, or, where federal subject-matter jurisdiction exists, the United States District Court for the District of Delaware. Each party submits to those courts' jurisdiction.
Nothing in this section removes mandatory rights, remedies or jurisdictional protections that applicable law does not permit the parties to waive. You may contact us to seek an informal resolution before bringing a claim; doing so is not a condition to exercising your legal rights.
15. Changes to these Terms
We may update these Terms and will identify the effective date on this page. For changes that materially affect existing users' rights or obligations, we will provide advance notice and obtain renewed acceptance where required. Material changes apply prospectively and do not amend a signed customer agreement except through its agreed amendment process.
If you do not accept revised Terms where acceptance is required, you may stop using the Services; any existing signed agreement continues to govern the rights and obligations it covers. We may make changes required by law or to address urgent security issues sooner, with notice as reasonably practicable.
16. General provisions
These Terms and any applicable signed agreement govern their respective subject matter. If a provision is unenforceable, it will be limited to the extent legally permissible and the remaining provisions will continue in effect. Failure to enforce a provision is not a waiver.
You may not transfer your rights or obligations under these Terms without our written consent, except as expressly allowed by a signed agreement. DEF 14 may transfer these Terms in connection with a merger, reorganization or sale of the relevant business, provided the successor assumes the applicable obligations. No transfer reduces protections in an applicable signed agreement.
Neither party is responsible for delay caused by events beyond its reasonable control, provided it takes reasonable steps to mitigate the effect. This does not excuse accrued payment obligations, override an express service-level remedy or remove non-waivable legal duties.
We may send service and legal notices to your account email or through the platform. Keep your contact details current. Any formal notice procedure in a signed agreement takes priority.
17. Contact
DEF 14 Inc.
99 Wall St. #4014
New York, NY 10005
United States
Questions about these Terms or access to the Services: demo@def14.co.
For data handling and privacy requests, see our Privacy Policy.