Terms of Service
1. Introduction; acceptance; who may use
1.1 These Terms of Service ("Terms") are a binding agreement between you and Puna. "Puna", "we" and "us" mean [Puna US, Inc.], a company registered in [Delaware, USA] with its registered office at [123 Example Street, Wilmington, DE 19801, USA]. The "Services" are puna.earth (including the free public tools), app.puna.earth (the paid subscriber app), Puna's API, webhooks and MCP server, and the Weekly Brief and other content Puna delivers.
1.2 By accessing or using any part of the Services, creating an account, clicking "I agree" (or similar), or signing an Order Form that references these Terms, you accept these Terms. If you do not agree, do not use the Services.
1.3 The Services are provided for business and professional use. You may use them only if you are at least 18 years old. If you accept these Terms on behalf of a company or other organisation, you represent that you have authority to bind that organisation, and "you" includes both you and the organisation.
1.4 Additional terms apply to parts of the Services: paid subscriptions are also governed by your Order Form or plan description; API, webhook and MCP access is also governed by the [API & MCP Access Terms]; personal information is handled as described in the Privacy Policy (section 15). If an Order Form expressly conflicts with these Terms, the Order Form prevails for the subscription it covers.
2. Definitions
"Public Tools" means the features of the Services made available without a paid subscription, including project and deposit browsing, search, limited watchlists and file upload features designated as free.
"Subscriber Services" means the features made available only under a paid subscription as set out in an Order Form or plan description, including the full deposit screener, unlimited watchlists, the Vault, AI Interpretations and the Weekly Brief.
"Puna Data" means all data, datasets, compilations, project and deposit profiles, screeners, maps, analyses, text, graphics and other content made available through the Services, excluding User Content.
"AI Interpretations" means analyses, summaries, classifications, auto-filing decisions, alerts or other outputs generated in whole or in part by artificial-intelligence or machine-learning systems operated by or for Puna.
"Vault" means the private storage and auto-filing feature of the Subscriber Services in which Users upload files that are associated with projects or deposits.
"User Content" means files, data and other materials you upload to or create within the Services, including Vault uploads.
"Seat" means a licence for one named individual ("Authorized User") to access the Subscriber Services.
"Automated Means" means any software or process that accesses the Services other than a human individual using a standard web browser interactively, including robots, bots, spiders, crawlers, scrapers, browser-automation or headless-browser tools, scripts, plug-ins, extensions, and AI agents, assistants, copilots, agentic browsers or other autonomous or semi-autonomous systems acting on a person's behalf, and any client of a Model Context Protocol (MCP) or similar machine-access interface.
3. The Services
3.1 Puna offers (a) the Public Tools, available to visitors and registered free-tier users; (b) the Subscriber Services, available only to Authorized Users under a current paid subscription; and (c) API, webhook and MCP access, available only under separate [API & MCP Access Terms] and a current paid plan.
3.2 Feature boundaries between tiers (including watchlist limits, data depth and upload quotas) are as described in the Services or your Order Form and may be changed prospectively. Circumventing a tier boundary — including by creating multiple free accounts, manipulating identifiers, or accessing Subscriber Services data through another user — is a material breach.
3.3 Access to the Subscriber Services, the API or the MCP server does not extend your rights in the Public Tools beyond these Terms, and nothing in the Public Tools grants any right to Subscriber Services data.
4. Accounts, Seats and credentials
4.1 Each Seat is personal to one named Authorized User. Credentials (including passwords, session tokens, API keys and MCP credentials) must not be shared with, or used by, any other person or system — including colleagues, assistants, contractors, agents, or any AI agent or Automated Means acting on the Authorized User's behalf. Operating a Seat through an AI agent or shared login is credential sharing and a material breach.
4.2 Concurrent use of one Seat by more than one person, and making one login available to multiple users on a network, are prohibited unless a multi-user or enterprise licence is expressly agreed in writing.
4.3 You may permanently reassign a Seat from a departed or role-changed individual to another named individual [no more than once per calendar quarter, via account administration]. If a Seat is restricted to a category of individuals (e.g., your employees), you must notify Puna promptly when an Authorized User leaves that category.
4.4 You are responsible for all activity under your credentials and must notify Puna immediately of any suspected compromise. The indemnity in clause 19 extends to losses arising from third-party use of your credentials except where you demonstrate the credentials were obtained through no fault of yours.
4.5 Monitoring. Puna monitors usage patterns, access behaviour and activity logs to detect abuse, including credential sharing and unauthorised Automated Means, to protect service integrity and to enforce these Terms. Such monitoring is a condition of access and may not be disabled.
4.6 If Puna reasonably determines a Seat has been shared, Puna may [suspend the Seat and require the account holder to license additional Seats at then-current rates for the period of shared use, or terminate for material breach].
5. Licence
5.1 Subject to these Terms and payment of applicable fees, Puna grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services and Puna Data, during your subscription term (or, for Public Tools, while these Terms remain accepted), solely for your own internal business purposes.
5.2 You may: (a) view Puna Data on screen; (b) use export, download and print functions where the Services provide them, for internal business use; and (c) include insubstantial excerpts of Puna Data (e.g., individual data points or short passages, not datasets, screens or systematic extracts) in your internal documents and in materials shared with your professional advisers or investors on a non-continuous, incidental basis, provided each excerpt is attributed "Source: Puna (puna.earth)" and is not presented as investment advice.
5.3 Except as expressly permitted, you must not: (a) resell, redistribute, republish, syndicate, broadcast or otherwise make Puna Data or AI Interpretations available to any third party; (b) use Puna Data to create or contribute to any product, dataset, database, index, financial product or service that competes with, substitutes for, or derives value from the Services; (c) use Puna Data to enable any person who has not paid the applicable fees to obtain the benefit of the Services; or (d) remove or obscure proprietary notices or attribution.
5.4 Derivative analysis exception: you may incorporate your own conclusions informed by Puna Data into your work product where that work product contains substantial independent information, analysis or interpretation not found in the Services, names Puna as a source, and reproduces no more of the Puna Data than permitted under clause 5.2.
6. Prohibited automated access; AI restrictions
6.1 You must not, and must not facilitate, enable, authorise, instruct or permit any third party or any system to, access the Services or Puna Data by Automated Means, including to access, query, obtain, copy, monitor, mirror, index, cache (other than transient browser caching), extract or republish any portion of the Services or Puna Data. For clarity, this prohibition applies to AI agents, agentic browsers, autonomous assistants and MCP or similar clients directing or operating a user account or session, whether or not a human initiated or supervises the session, except through the Authorized Interfaces described in clause 6.5.
6.2 You must not conduct, facilitate or permit any text or data mining, web scraping, bulk download or systematic retrieval in relation to the Services or Puna Data. You must not use Puna Data, AI Interpretations or any part of the Services to develop, train, fine-tune, ground, validate or improve any artificial-intelligence, machine-learning or large-language model or system, and you must not input, upload, paste or otherwise make Puna Data or AI Interpretations available to any third-party AI, generative-AI or machine-learning service (whether or not that service trains on the material) without Puna's prior written consent.
6.3 You must not (a) probe, scan, test or circumvent any technical measure Puna uses to limit access (including rate limits, bot detection, CAPTCHA and authentication); (b) disguise, spoof or misrepresent the origin, identity or automated nature of any access, including presenting automated traffic as human; or (c) access the Services through any account, session or credential you are not authorised to use.
6.4 Express reservation of rights. This clause 6 constitutes an express reservation of Puna's rights for the purposes of any applicable law permitting text and data mining absent such reservation, including Article 4(3) of Directive (EU) 2019/790 and any equivalent law in [the United States]. Puna does not consent to the use of the Services or Puna Data for AI training or text-and-data-mining purposes. This reservation is also expressed in machine-readable form on the Services.
6.5 Authorized Interfaces. The only permitted Automated Means of access are Puna's published API, webhooks and MCP server, used with valid credentials issued to you, under the [API & MCP Access Terms] and your paid plan, within documented rate limits. Use of the Authorized Interfaces does not expand the licence in clause 5.
6.6 Without limiting other remedies, Puna may immediately suspend or terminate access for breach of this clause 6, and you must, on notice, certify deletion of any data collected in breach. [and pay Puna 150% of Puna's then-current list price for the equivalent licensed dataset] (Remedy under counsel review against penalty/liquidated-damages doctrine in the chosen governing law.)
6.7 Clauses 6.1–6.4 apply only to the extent they may lawfully be imposed by contract under applicable law, and otherwise apply to the fullest extent permitted.
7. User Content and the Vault
7.1 You own your User Content. Nothing in these Terms transfers ownership of User Content to Puna.
7.2 Limited licence to Puna. You grant Puna a worldwide, non-exclusive, royalty-free licence to host, store, transmit, reproduce, process, index, extract text and data from, analyse and display your User Content solely to: (a) provide and secure the Services you use, including auto-filing Vault uploads against projects and deposits and generating AI Interpretations of your User Content for you and your Authorized Users; (b) provide support at your request; and (c) comply with law. This licence ends when the User Content is deleted from the Services, except for routine backup cycles [of up to 35 days] and records retained as required by law.
7.3 Confidentiality of Vault content. Puna will treat Vault User Content as your confidential information: Puna will not disclose it to any third party (other than subprocessors bound by obligations at least as protective, as listed in the Privacy Policy / subprocessor list) and will not make it, or any insight identifiably derived from it, available to any other customer. AI Interpretations generated from your Vault content are part of your Subscriber Services and are not shared with other customers.
7.4 No model training without consent. Puna will not use your User Content to train, fine-tune or improve generalized AI or machine-learning models [, unless you expressly opt in]. Puna may use aggregated, anonymised usage data (not the content of Vault files) to operate and improve the Services.
7.5 Your responsibilities. You represent and warrant that you have all rights and consents necessary to upload and process your User Content as described, and that doing so does not violate law, third-party rights, or any confidentiality obligation you owe (including obligations relating to material non-public information). You — not Puna — are responsible for the legality and appropriateness of your User Content and for your own compliance with securities, insider-dealing and confidentiality laws in respect of materials you upload and the use you make of analyses of them.
7.6 Free-tier uploads. Uploads made through the Public Tools receive the protections of clauses 7.1, 7.2 and 7.5 [but are subject to quota and retention limits and may be deleted after 90 days of inactivity].
7.7 Public submissions. If the Services offer areas where content is shared publicly or with other users, content you submit there is licensed to Puna on a non-exclusive, perpetual, royalty-free, sublicensable basis for operation and promotion of the Services, and clause 7.3 does not apply to it. Such areas are clearly designated.
7.8 Export and deletion. For [60] days after termination or expiry of a paid subscription, Puna will make your Vault User Content available for export in a reasonable format, after which Puna may delete it. Deletion requests during the term are honoured within [30] days subject to backup cycles.
8. AI-Generated Interpretations
8.1 Portions of the Services — including auto-filing, deposit and project analyses, summaries, alerts and elements of the Weekly Brief — are generated in whole or in part by artificial-intelligence systems, and are labelled where reasonably practicable.
8.2 AI systems can produce output that is incorrect, incomplete, outdated, misattributed, miscategorised, misleading or nonsensical, including plausible-sounding errors, and may file documents against the wrong project or deposit. AI Interpretations should be treated with appropriate caution and skepticism and must be independently verified before being relied on for any decision.
8.3 AI Interpretations are provided as analytical aids only. They are not statements of fact by Puna, are not advice of any kind, and Puna makes no representation or warranty as to their accuracy, completeness, reliability or fitness for any purpose. Clauses 9 (no advice), 17 (disclaimer) and 18 (liability) apply fully to AI Interpretations.
8.4 You must not represent any AI Interpretation as having been authored, verified or endorsed by Puna or by any qualified professional, and must preserve AI-content labels in any excerpt permitted under clause 5.2.
9. No advice
9.1 The Services, Puna Data, AI Interpretations and the Weekly Brief are provided for general information and research purposes only. Nothing in them constitutes, and must not be construed as, investment, financial, trading, legal, tax, accounting, engineering or geological advice; a recommendation, solicitation or offer to buy, sell or hold any security, commodity, derivative or other instrument or to participate in any transaction or investment strategy; or a representation that any project, deposit, resource or company is suitable for any purpose.
9.2 Puna is not an investment adviser, broker-dealer, financial analyst or fiduciary, is not registered with any securities or financial regulator in any jurisdiction, and no advisory, fiduciary or client relationship is created by your use of the Services. Nothing in the Services takes into account your (or any person's) investment objectives, financial situation or particular needs. Obtain your own independent professional advice before making any decision.
9.3 Resource and geological data. Puna Data concerning deposits, resources, reserves, grades, tonnages, chemistries and project economics is compiled from third-party sources (including public regulatory filings and company disclosures), estimates and models, may be incomplete, outdated or inaccurate, and is not a mineral resource or reserve statement, technical report or disclosure prepared, reviewed or signed off by a Qualified Person or Competent Person under NI 43-101, the JORC Code, S-K 1300, SAMREC or any comparable code, and must not be used or cited as such. (Original drafting — no comparable platform clause was found for this, but Puna's audience makes it necessary; counsel should confirm wording against the codes actually relevant to Puna's customers.)
9.4 You must not present, package or redistribute Puna Data or AI Interpretations in a manner that constitutes or could be taken as investment advice or a regulated activity.
10. Fees, subscriptions, trials, renewal, taxes
10.1 The Public Tools are free to use under these Terms. The Subscriber Services require a paid subscription under an Order Form or the plan you select in the Services, which states the number of Seats, the subscription tier, the fees and the billing period.
10.2 Fees are stated in, and payable in, the currency shown at purchase or in your Order Form, are invoiced or charged in advance for each billing period, and — except as expressly stated in these Terms or required by law — are non-refundable.
10.3 Unless your Order Form says otherwise, subscriptions renew automatically for successive billing periods until cancelled. You may cancel at any time with effect from the end of the current billing period [provided notice is given at least 5 business days before renewal]. Puna may change fees prospectively; fee changes take effect at your next renewal, and Puna will give notice before they do.
10.4 If Puna offers a free trial, the trial's length and scope are as described at sign-up; at the end of the trial, access ends or converts to a paid subscription as stated there.
10.5 Fees are exclusive of taxes. You are responsible for all applicable sales tax, GST, VAT, withholding and similar taxes (other than taxes on Puna's net income); where Puna is required to collect them, they are added to the invoice.
10.6 If undisputed fees are overdue, Puna may suspend access to the Subscriber Services on notice until payment is made.
11. The Weekly Brief and other communications
11.1 The Weekly Brief is an email digest. You can subscribe through the Services (subscription is confirmed by double opt-in) and unsubscribe at any time using the link in any edition.
11.2 The Weekly Brief and other editorial communications are Puna Data: the licence in section 5 and the disclaimers in sections 8, 9 and 17 apply to them, and forwarding or republishing them beyond the permissions in section 5 is not permitted.
11.3 Independently of marketing preferences, Puna may send service and administrative messages — for example, messages about your account, security, billing, changes to the Services or changes to these Terms. These are a condition of operating the Services and are not affected by unsubscribing from the Weekly Brief.
12. Third-party data, sources and links
12.1 Puna Data is compiled from third-party sources — including public regulatory filings, company disclosures, government and provincial mining registries and cadastres, news sources and mapping providers — together with Puna's own estimates and models. Puna does not control those sources and does not warrant that what they publish is accurate, complete or current (see clauses 9.3 and section 17).
12.2 Maps and geographic data in the Services are provided by third-party providers (including Mapbox and OpenStreetMap contributors) and remain subject to those providers' attributions and terms.
12.3 The Services may link to third-party websites and documents (for example, a company's own disclosures). Links are provided for convenience only; Puna does not endorse and is not responsible for third-party sites, and your use of them is governed by their own terms.
13. Intellectual property; feedback licence
13.1 Puna and its licensors own all right, title and interest in and to the Services and Puna Data, including the software, the design and "look and feel", the selection, arrangement and compilation of data, database rights where they exist [database-right availability depends on the entity's jurisdiction — counsel to confirm], and the trademarks and logos. Except for the licence in section 5 and your ownership of User Content under section 7, nothing in these Terms transfers any intellectual-property rights.
13.2 "Puna", "Puna.earth" and associated logos may not be used without Puna's prior written consent, except for the attribution required by clause 5.2.
13.3 If you give Puna feedback, suggestions or ideas about the Services, Puna may use them without restriction or obligation to you. Feedback does not include your User Content.
14. Confidentiality
14.1 In the course of a paid subscription each party may receive the other's confidential information: information that is marked confidential or that a reasonable person would understand to be confidential, including your Vault User Content (clause 7.3) and Puna's non-public commercial terms, product information and security information.
14.2 Each party will use the other's confidential information only to perform under, or use, the Services as permitted by these Terms; will protect it with at least the care it uses for its own confidential information (and no less than reasonable care); and will not disclose it to anyone except employees, advisers and subprocessors who need it and are bound by obligations at least as protective.
14.3 These obligations do not apply to information that is or becomes public through no fault of the recipient, was already lawfully known to the recipient, is independently developed without use of the discloser's information, or is lawfully received from a third party. A party may disclose confidential information where required by law or court order, giving the other party prior notice where lawfully permitted.
14.4 These obligations survive termination [for five (5) years, and indefinitely for Vault User Content].
15. Privacy
15.1 Puna processes personal information (such as account details, contact details and the usage information described in clause 4.5) to provide, secure and improve the Services.
15.2 Details are set out in the Privacy Policy [link to follow — Privacy Policy in preparation], which should be read together with these Terms.
16. Suspension and termination
Puna may suspend or terminate access immediately for material breach (including any breach of clauses 4 and 6), and otherwise on notice per your plan. On termination: your licence ends; clause 7.8 export window applies to Vault content; and you must, within 30 days, delete Puna Data and AI Interpretations downloaded or exported from the Services, except insubstantial excerpts already lawfully incorporated into your internal records under clause 5.2 and copies required by law (which may not be put to further commercial use). Survival: clauses [definitions; 5.3; 6; 7 (as to confidentiality and deletion); 8–9; 13–14; 16–19; 21–22].
17. Warranties disclaimer
THE SERVICES, PUNA DATA AND AI INTERPRETATIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, PUNA AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION. NOTHING IN THESE TERMS EXCLUDES LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED [, SUCH AS LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE].
18. Limitation of liability
Subject to the carve-outs above: (a) neither party is liable for indirect, incidental, special, consequential, punitive or exemplary loss, loss of profits, revenue, business, goodwill, anticipated savings or data; (b) Puna's aggregate liability arising out of or in connection with the Services is capped at the fees you paid for the Services in the twelve (12) months preceding the event giving rise to the claim, and, for users who have paid no fees, at [US$100]. [Counsel: consider a super-cap or carve-out for Puna's breach of clause 7.3 confidentiality — institutional customers will demand it; common landing zone is 2–3x fees or a fixed super-cap.]
19. Indemnity
You will indemnify Puna and its officers, employees and licensors against losses, claims, costs and expenses (including reasonable legal fees) arising from: (a) your breach of these Terms, including clauses 4 (Seats), 5–6 (licence and prohibited use) and 9.4; (b) your User Content; (c) use of the Services under your credentials (subject to clause 4.4); and (d) your use of Puna Data or AI Interpretations in or in connection with any investment decision, advice or product you provide to others.
20. Modifications to Services and Terms
20.1 The Services evolve: Puna may add, change or remove features, content and tier boundaries prospectively as described in clause 3.2. If a change materially reduces the core functionality of a paid subscription during its paid term, you are entitled to [terminate the affected subscription and receive a pro-rata refund of prepaid fees for the remainder of the term].
20.2 Puna may update these Terms. The version and "Last updated" date at the top of this page record the current version. For material changes Puna will give notice — by email to account holders or notice in the Services — before the change takes effect; for paid subscriptions, material adverse changes take effect at your next renewal unless required earlier by law.
20.3 Your continued use of the Services after a change takes effect constitutes acceptance of the updated Terms. If you do not agree, stop using the Services and, for paid subscriptions, decline renewal.
21. Governing law and jurisdiction
These Terms and any dispute or claim (including non-contractual) arising out of or in connection with them are governed by the laws of [the State of Delaware, USA], and the courts of [Delaware] have [exclusive] jurisdiction. [Counsel: decide court vs arbitration; if material US institutional customer base, consider NY law / NY courts familiarity vs entity-home law; if entity is NZ/UK/AU, English-law-style drafting above fits naturally.]
22. General
22.1 Assignment. You may not assign or transfer these Terms or any subscription without Puna's prior written consent. Puna may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganisation or sale of assets.
22.2 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations.
22.3 Severability. If any provision is held unenforceable, it is modified to the minimum extent necessary or severed, and the remainder continues in force (see also clause 6.7).
22.4 Waiver. A failure or delay in enforcing a provision is not a waiver of it.
22.5 Entire agreement. These Terms — together with your Order Form, the [API & MCP Access Terms] where applicable, and the Privacy Policy — are the entire agreement about the Services and supersede prior discussions. Each party acknowledges it has not relied on any statement not set out in them [non-reliance / fraud carve-out wording — counsel to fit to governing law].
22.6 Notices. Puna may give notice via the Services or to the email address on your account; you may give notice to [legal@puna.earth]. Notice is effective on delivery.
22.7 Survival. The clauses listed in section 16 survive termination.
22.8 Third-party rights. Except as expressly stated, these Terms create no rights for anyone other than the parties [third-party-rights statute reference depends on governing law].
22.9 Export and sanctions. You may not use the Services in violation of applicable export-control or sanctions laws, and you represent that you are not a sanctioned person and are not located in a comprehensively sanctioned jurisdiction.
22.10 Precedence. If documents conflict: the Order Form prevails over these Terms for the subscription it covers, and the [API & MCP Access Terms] prevail for API, webhook and MCP access.