Legal & Terms of Use

1. Service Definition

Oriphim provides pre-execution validation infrastructure that evaluates proposed actions from autonomous AI agents against mathematical constraints, regulatory rules, and physical plausibility checks. We deliver validation outcomes (PASS/BLOCK) with explanatory audit trails.

Oriphim does not:

• Execute trades, transactions, or financial operations
• Provide investment advice or trading recommendations
• Make decisions on behalf of Client systems
• Access Client funds, accounts, or execution venues

Clients retain full authority over whether to execute actions that pass validation. Oriphim’s role is limited to validation logic—execution discretion remains with the Client.

2. Licensing & Intellectual Property

All Oriphim software, validation engines, constraint libraries, and proprietary algorithms are licensed, not sold, and remain the exclusive intellectual property of Oriphim Labs LLC.

Prohibited Actions

• Reverse engineer, decompile, or extract validation logic
• Resell, sublicense, or distribute Oriphim software
• Use validation services outside agreed-upon environments
• Transfer API credentials or access rights to third parties
• Benchmark or publish performance comparisons without written consent

Access rights, usage limits, deployment configurations, and pricing are governed by a separate Master Service Agreement (MSA) executed per client.

3. Validation Accuracy & Limitations

Oriphim employs commercially reasonable efforts to ensure validation accuracy, but no system is infallible.

Disclaimers

• False Negatives: Oriphim may fail to block invalid actions (validation logic gaps, novel attack vectors, system latency)
• False Positives: Oriphim may block valid actions (overly conservative constraints, integration errors)
• Third-Party Dependencies: Validation accuracy depends on data quality from Client systems (market feeds, account balances, reference data)

Client Responsibility

• Implement secondary safeguards (position limits, human review for high-risk actions)
• Test validation logic in non-production environments before live deployment
• Monitor false positive/negative rates and report anomalies
• Maintain accurate system state (balances, positions, compliance status)

Oriphim is not liable for trading losses, regulatory violations, or operational failures resulting from validation errors, system outages, or Client misconfigurations.

4. Data Handling & Security

Data Access

Oriphim validation services operate on action metadata only (proposed trade parameters, account states, constraint definitions). We do not require access to proprietary strategies or alpha signals, customer PII, or execution venue credentials.

Audit Logs

All validation requests and outcomes are logged with cryptographic timestamps. Clients may export audit trails for regulatory reporting or internal compliance reviews.

API Security

Clients are responsible for safeguarding API keys, implementing network-level access controls (IP whitelisting, VPNs), and rotating credentials per internal security policies. Oriphim reserves the right to suspend service immediately upon detecting credential compromise or abusive usage patterns.

5. Service Availability & Support

Uptime Commitment

Oriphim targets 99.9% uptime for production validation APIs (excludes scheduled maintenance windows announced 48 hours in advance).

Latency Targets

• Standard validation: < 50ms (p99)
• Complex simulations: < 500ms (p99)

Incident Response

Critical outages or validation failures are escalated within 15 minutes. Clients receive real-time status updates via dedicated Slack/Teams channels.

Support Tiers

• Enterprise: 24/7 on-call engineering support
• Standard: Business hours (9 AM – 6 PM ET, Mon–Fri)

6. Confidentiality

All materials exchanged between Oriphim and Client are confidential and subject to mutual NDA terms, including validation rule configurations, integration documentation, performance metrics, validation statistics, and audit reports. Clients may not disclose Oriphim architecture, constraint definitions, or validation methodologies to third parties without explicit written consent.

7. Regulatory Compliance

Client Obligations

Clients remain solely responsible for compliance with applicable financial regulations (MiFID II, Dodd-Frank, GDPR, etc.). Oriphim provides validation infrastructure but does not assume regulatory responsibility for Client trading activities.

Cooperation with Regulators

In the event of regulatory inquiry, Oriphim will provide audit logs and technical documentation as legally required, with advance notice to Client where permitted.

8. Liability & Indemnification

Limitation of Liability

To the maximum extent permitted by law, Oriphim’s aggregate liability for any claim arising from these terms shall not exceed fees paid by Client in the 12 months preceding the claim.

Oriphim is not liable for:

• Indirect, consequential, or punitive damages
• Lost profits or trading opportunity costs
• Regulatory fines or penalties
• Third-party claims arising from Client’s use of validated actions

Client Indemnity

Client agrees to indemnify and hold harmless Oriphim Labs LLC, its officers, employees, and affiliates against any claims, liabilities, or damages arising from misuse of validation infrastructure, Client’s execution of actions (whether validated or not), breach of confidentiality obligations, or violation of applicable laws or regulations.

9. Term & Termination

Contract Duration

Service terms are defined in the Master Service Agreement. Either party may terminate with 30 days’ written notice.

Post-Termination

• Client access to validation APIs is revoked immediately
• Client must delete all Oriphim software and documentation
• Audit logs remain accessible for 90 days (for compliance export)
• Confidentiality obligations survive indefinitely

10. Amendments & Disputes

Changes to Terms

Oriphim may update these terms with 30 days’ notice. Material changes require explicit Client acceptance. Continued use of services after notice period constitutes acceptance.

Governing Law

These terms are governed by the laws of the State of Delaware, without regard to conflict of law provisions.

Dispute Resolution

Disputes shall be resolved through binding arbitration under JAMS rules (San Francisco, CA venue). Each party bears its own legal costs unless arbitrator rules otherwise.