Terms of Service

01 Agreement to Terms

By accessing or using RegFin Compliance (“RegFin,” “we,” “us,” or “our”) services, website, or platform (collectively, the “Services”), you agree to be bound by these Terms of Service (“Terms”). If you are accepting these Terms on behalf of an organization, you represent that you have the authority to bind that organization, and “you” refers to the organization. If you do not agree to these Terms, do not use our Services.

These Terms, together with any subscription agreement executed between you and RegFin, our Privacy Policy, and any applicable Data Processing Agreement, constitute the entire agreement between you and RegFin.

02 Description of Services

RegFin provides an AI-powered compliance platform for registered investment advisors. The Services include, but are not limited to:

• Communication Archiving: Capture, storage, and retrieval of email, text messages, social media content, and website snapshots in regulatory-compliant WORM (Write-Once-Read-Many) storage
• Trade Monitoring: Automated surveillance of securities transactions against configurable compliance rules, including preclearance workflows
• Compliance Management: Form ADV preparation, marketing material review, code of ethics administration, and regulatory filing assistance
• Vendor Due Diligence: Third-party risk management, due diligence questionnaire workflows, and vendor compliance tracking
• Client Relationship Management: Compliance-aware CRM with client records, household management, document delivery, and activity tracking
• Document Management: Version-controlled document storage with cryptographic hashing, sealed PDF generation, and WORM archival
• AI Compliance Assistant: AI-powered conversational assistant for compliance research, document drafting, form generation, and regulatory analysis
• Forms and Tasks: Customizable compliance forms with conditional logic, electronic signatures, assignment workflows, and sealed PDF archival
• Reporting: Pre-built and customizable compliance reports, exam preparation packs, and scheduled exports
• API Access: Programmatic access to platform data via authenticated API

Service availability targets and related commitments, if any, are specified in your subscription agreement or a separate service level agreement (SLA). In the absence of a separate SLA, we will use commercially reasonable efforts to maintain the availability and performance of the Services.

03 Account Registration

To use our Services, you must:

• Register for an account with accurate and complete information
• Be at least 18 years old and have the authority to bind your organization
• Maintain the security and confidentiality of your account credentials
• Enable two-factor authentication for all administrator accounts
• Notify us immediately of any unauthorized use of your account

You are responsible for all activities that occur under your account and for ensuring that all users within your organization comply with these Terms. You are responsible for assigning appropriate roles and permissions to your users via the platform’s role-based access controls.

04 Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable law or regulation
• Attempt to gain unauthorized access to any systems, networks, or other users’ accounts
• Interfere with or disrupt the Services, servers, or networks connected to the Services
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services
• Share your account credentials with unauthorized parties or allow others to access the Services using your credentials
• Use the Services to store or transmit malicious code, viruses, or harmful data
• Circumvent, disable, or interfere with security features of the Services, including WORM storage protections
• Use automated scripts, bots, or scrapers to access the Services except through our documented API
• Resell, sublicense, or make the Services available to third parties except as expressly authorized
• Upload data to the Services that you do not have the legal right to collect, store, or process

You are responsible for ensuring that all data uploaded to the Services — including client records, employee information, and communications — has been collected and is being processed in compliance with applicable privacy laws and with appropriate legal authority.

05 Data Ownership and Privacy

Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

Your data

You retain all ownership rights in the data you upload to the Services (“Customer Data”). Customer Data includes client records, employee records, communications, documents, trade data, and any other information you enter into or upload to the platform. By using the Services, you grant RegFin a limited, non-exclusive license to process, store, and transmit Customer Data solely as necessary to provide the Services and as described in our Privacy Policy.

Data processing

With respect to Customer Data, RegFin acts as a data processor on your behalf. We will process Customer Data only in accordance with your instructions (as expressed through your use of the Services) and applicable law. Upon request, we will enter into a Data Processing Agreement (DPA) that further defines our obligations as a processor.

Regulatory data

Certain Customer Data stored in the Services is subject to regulatory retention requirements (e.g., SEC Rule 17a-4). This data is stored in immutable (WORM) storage and cannot be modified or deleted during the applicable retention period — by you, by us, or by any third party. This immutability is a regulatory requirement, not a limitation of the Services.

Data breach notification

In the event of a breach involving Customer Data, RegFin will notify you within 72 hours of becoming aware of the breach, or as otherwise required by applicable law. Notification will include the nature of the breach, the categories of data affected, the estimated number of records involved (where possible), and the measures taken or proposed in response. Our notification obligations are further described in our Privacy Policy.

Data portability

You may export your Customer Data at any time through the platform’s export features. Upon termination of your subscription, you will have 30 days to export your data. We will assist with data export upon reasonable request.

06 AI Services and Disclaimer

The Services include AI-powered features that use third-party large language model providers to assist with compliance tasks. By using AI features, you acknowledge and agree that:

• Not Professional Advice: AI-generated outputs — including compliance analysis, drafted text, search results, rule citations, and recommendations — are tools to assist your compliance team. They do not constitute legal, regulatory, investment, or professional advice. All AI outputs should be reviewed by qualified personnel before being relied upon
• No Guarantee of Accuracy: AI systems may produce incorrect, incomplete, or outdated information. RegFin does not guarantee the accuracy, completeness, or timeliness of any AI-generated content
• Third-Party Processing: When you use AI features, relevant data (including conversation content, document text, and form data) is sent to our AI provider’s API for processing. Under our enterprise agreement, this data is not used to train the provider’s models
• Human Review Required: You are responsible for reviewing all AI-generated outputs before acting on them. RegFin is not liable for decisions made based on AI-generated content
• Regulatory Examinations: AI-generated outputs should not be presented to regulators as your firm’s independent analysis. During SEC or state examinations, any AI-assisted work product should be clearly identified as such, and your qualified personnel should be prepared to substantiate any conclusions
• No Model Training: Customer Data is not used to train, fine-tune, or improve any AI models, whether our own or our providers’. Under our enterprise agreements, AI providers do not use API data for model training
• Audit Trail: All AI interactions are logged in the platform’s audit trail, including the user who initiated the interaction, the input provided, and the output received

07 Intellectual Property

The Services, including all software, algorithms, user interfaces, content, designs, documentation, and trademarks, are owned by RegFin or our licensors and are protected by intellectual property laws. You may not copy, modify, distribute, sell, or create derivative works based on the Services without our express written permission.

Your Customer Data remains your property. RegFin claims no intellectual property rights over Customer Data. We may use aggregated, de-identified data that does not identify you or your clients to improve the Services, but we will not: (a) disclose such data in a manner that could reasonably identify your organization; or (b) use Customer Data to train, fine-tune, or improve any machine learning or artificial intelligence models.

08 Fees and Payment

• Pricing: Fees are based on per-seat pricing as specified in your subscription agreement. Each user who accesses the platform requires a paid seat
• Billing: Fees are billed in advance on a quarterly basis unless otherwise specified in your subscription agreement
• Taxes: Fees are exclusive of applicable taxes. You are responsible for all taxes, levies, and duties (excluding taxes based on RegFin’s net income)
• Non-Refundable: All fees are non-refundable except as specified in your subscription agreement or as required by applicable law
• Fee Changes: We may change fees upon 30 days’ written notice. Fee changes take effect at the start of your next billing period
• Late Payments: Past due amounts may accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is less). We may suspend access to the Services after 15 days’ written notice of past due amounts

09 Term and Termination

• Term: Your subscription continues for the term specified in your subscription agreement (typically annual)
• Exit Clause: Either party may terminate the subscription with 30 days’ written notice, as specified in your subscription agreement
• Termination for Breach: Either party may terminate for material breach if the breach is not cured within 30 days of written notice
• Termination for Cause: We may terminate immediately if you violate the Acceptable Use provisions or if required by law
• Effect of Termination: Upon termination: (a) your access to the Services will be suspended; (b) you will have 30 days to export your Customer Data; (c) after the export period, we will delete non-regulated Customer Data; (d) data subject to regulatory retention requirements (archived communications, audit logs) will be retained per applicable retention periods and made available to you upon reasonable request
• No Data Hostage: We will provide a complete export of your data in standard formats (CSV, PDF, JSON) at no additional charge. There is no exit fee

10 Disclaimer of Warranties

The Services are provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory. We expressly disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, completely secure, or free of harmful components.

11 Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall RegFin, its affiliates, officers, directors, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, whether arising from contract, tort, strict liability, or any other theory, even if advised of the possibility of such damages.

RegFin’s total aggregate liability for all claims arising out of or relating to these Terms or the Services shall not exceed the total fees paid by you to RegFin during the twelve (12) months immediately preceding the event giving rise to the claim.

The limitations in this section apply to the fullest extent permitted by applicable law. Some jurisdictions do not allow the exclusion or limitation of certain damages, in which case these limitations apply to the extent permitted.

12 Indemnification

Your indemnification

You agree to indemnify, defend, and hold harmless RegFin and its officers, directors, employees, agents, affiliates, and licensors from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law, rule, or regulation; (d) your violation of any third-party rights, including intellectual property or privacy rights; or (e) any Customer Data you upload to the Services.

RegFin indemnification

RegFin agrees to indemnify, defend, and hold harmless you and your officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) RegFin’s breach of its data security or confidentiality obligations under these Terms; (b) RegFin’s infringement of any third-party intellectual property rights; or (c) RegFin’s violation of applicable law in its capacity as a data processor.

13 Confidentiality

“Confidential Information” means any non-public information disclosed by either party to the other, whether oral, written, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, but is not limited to, Customer Data, business plans, pricing, technical specifications, and security measures.

Each party agrees to: (a) use the other party’s Confidential Information only to fulfill its obligations under these Terms; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except as authorized under these Terms or with the disclosing party’s written consent.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully received from a third party without restriction.

This obligation survives termination of these Terms for a period of five (5) years, or for the duration of any applicable regulatory retention period (whichever is longer), except with respect to trade secrets, which shall be protected for as long as they remain trade secrets.

14 Modifications to Services

We may modify, update, or discontinue features of the Services at any time. We will provide at least 30 days’ notice before discontinuing a material feature or making changes that materially reduce the functionality available under your subscription. Routine updates, bug fixes, and security patches may be deployed without notice.

15 Governing Law and Disputes

These Terms are governed by the laws of the State of Colorado, without regard to conflict of law principles.

Dispute Resolution: The parties agree to first attempt to resolve any dispute informally by contacting each other through the notices provisions below. If a dispute cannot be resolved informally within 30 days, either party may bring a formal proceeding. Any legal action or proceeding arising out of these Terms shall be brought exclusively in the state or federal courts located in Denver, Colorado, and each party consents to the personal jurisdiction of such courts.

Waiver of Class Action: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

16 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, government actions, war, terrorism, labor disputes, power failures, internet or telecommunications failures, or denial of service attacks. The affected party must provide prompt notice and use reasonable efforts to mitigate the impact.

17 General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any executed subscription agreement or DPA, constitute the entire agreement between you and RegFin and supersede all prior agreements, understandings, and communications
• Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect
• Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision
• Assignment: You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, provided the assignee agrees to be bound by these Terms
• Notices: Notices to RegFin must be sent to [email protected] or to our mailing address. Notices to you will be sent to the email address associated with your account. Notices are deemed received when sent by email (upon delivery confirmation) or three business days after mailing
• Export Compliance: You agree to comply with all applicable export control laws and regulations. You represent that you are not located in, or a national or resident of, any country subject to U.S. trade sanctions
• Independent Contractors: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship

18 Changes to Terms

We may update these Terms from time to time. We will provide at least 30 days’ notice of material changes by email to the address associated with your account and by posting the updated Terms on this page. Your continued use of the Services after the effective date of the revised Terms constitutes acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Services and may terminate your subscription.

19 Contact Information

For questions about these Terms, please contact us.