These Terms of Service govern access to compliance management services provided by ComplyBridge, Inc., a Delaware corporation with its registered address at 169 Madison Avenue, New York, NY 10016, United States.
1. Definitions
1.1 Aggregated Data — Customer Data and Usage Data that has been aggregated and anonymized so it does not identify the Customer or any individual.
1.2 AI Outputs — Content, analysis, recommendations, or other outputs generated by artificial intelligence or machine learning features in response to Customer inputs or prompts.
1.3 Authorised User — An individual authorized by Customer to access and use the Services under the account, including employees, consultants, contractors, and agents.
1.4 ComplyBridge IP — The Services, Documentation, and all software, technology, designs, know-how, algorithms, processes, ideas, concepts, methods, techniques, inventions, discoveries, improvements, and other intellectual property owned or licensed by ComplyBridge.
1.5 Customer Data — All data, content, and information (including personal data) that Customer or Authorised Users submit, upload, transmit, or otherwise make available to or through the Services.
1.6 Documentation — User guides, manuals, and other documentation for the Services made available by ComplyBridge.
1.7 Feedback — Suggestions, enhancement requests, recommendations, or other feedback regarding the Services that Customer provides.
1.8 Fees — Fees payable for the Services as set forth in the Order Form or displayed during checkout.
1.9 Order Form — An ordering document or online order specifying the Services, Subscription Tier, number of Authorised Users, Service Period, Fees, and additional terms.
1.10 Service Period — The initial subscription term specified in the Order Form and any renewal periods.
1.11 Services — The ComplyBridge compliance management system and related services, including all features and functionality described in the Documentation and Order Form.
1.12 Subscription Tier — The level of service subscribed to (Starter, Professional, or Enterprise), which determines features, functionality, and usage limits.
1.13 Trial Period — A free trial period during which Customer may access and use the Services for evaluation purposes.
1.14 Usage Data— Data regarding Customer and Authorised Users' use of the Services, including log data, metadata, performance data, and usage statistics.
2. Services and Support
2.1 Provision of Services
Subject to compliance with these Terms, ComplyBridge will make the Services available during the Service Period. The Services include a compliance management system with features that may include, depending on Subscription Tier: (i) license builder and policy generator, (ii) KYB (Know Your Business) and UBO (Ultimate Beneficial Owner) management, (iii) AI assistant, (iv) company profile management, (v) travel rule compliance, (vi) API management, and (vii) compliance dashboard.
2.2 Subscription Tiers
ComplyBridge offers three Subscription Tiers: (a) Starter Tier; (b) Professional Tier; (c) Enterprise Tier. The specific features, functionality, and limitations applicable to each Subscription Tier are described in the Documentation and Order Form.
2.3 Additional Products and Services
ComplyBridge may, from time to time, make available additional products, services, features, or functionalities beyond those included in the Subscription Tier, including: (a) Subscription Services; (b) Professional services (implementation, training, consulting) on a time-and-materials or fixed-fee basis; (c) One-time purchases of specific features or modules; (d) Custom development or integration services.
2.4 Service Levels
ComplyBridge will use commercially reasonable efforts to make the Services available in accordance with industry standards. ComplyBridge does not guarantee uninterrupted or error-free operation of the Services.
2.5 Support
ComplyBridge will provide support in accordance with the support level included in the Subscription Tier, as described in the Order Form and Documentation. Support levels may include email support, priority support, or dedicated success manager services depending on the Subscription Tier.
2.6 Modifications to Services
ComplyBridge reserves the right to modify, update, enhance, or discontinue any features or functionality of the Services at any time in its sole discretion. ComplyBridge will use reasonable efforts to provide advance notice of any material changes that adversely affect Customer's use of the Services.
2.7 Beta Features
ComplyBridge may, from time to time, make available features, functionality, or services designated as beta, pilot, limited release, non-production, evaluation, or by a similar description ("Beta Features"). Beta Features are provided "AS IS" and "AS AVAILABLE" without any warranties, representations, or commitments. ComplyBridge may discontinue Beta Features at any time without notice.
3. Fees, Payment, and Taxes
3.1 Fees
Customer agrees to pay ComplyBridge the Fees set forth in the Order Form or as displayed during the checkout process.
3.2 Payment Terms
Unless otherwise specified in the Order Form: (a) Subscription Fees will be charged in accordance with the billing frequency selected (monthly, annually, or as otherwise agreed); (b) Professional services and one-time fees shall be invoiced upon completion or according to milestones specified in the Order Form; (c) If Customer provides credit card or payment information, Customer authorizes ComplyBridge to charge that payment method for all Fees due; (d) Payment is due within thirty (30) days of the invoice date for invoiced customers; (e) Enterprise customers may negotiate alternative payment terms in their Order Form; (f) All amounts are due in U.S. Dollars unless otherwise specified.
3.3 Late Payment
If Customer fails to pay Fees when due for fifteen (15) days after the due date, ComplyBridge may provide written notice of the overdue amount. If Customer fails to pay the overdue amount within five (5) days of receiving such notice, ComplyBridge may: (i) suspend Customer's access to the Services until the entire outstanding balance is paid; and/or (ii) charge interest on past due amounts at the rate of one percent (1.0%) per month or the highest rate permitted by applicable law, whichever is lower.
3.4 Non-Refundable Fees
Except as expressly stated in these Terms, all Fees are non-refundable and all payment obligations are non-cancellable.
3.5 Disputed Fees
If Customer disputes any Fees in good faith, Customer must notify ComplyBridge in writing within thirty (30) days of the invoice date, specifying the basis for the dispute. The parties shall work together in good faith to resolve the dispute.
3.6 Price Changes
ComplyBridge may change the Fees for the Services; provided that: (a) Any Fee increases will only become effective upon the commencement of Customer's next Service Period; (b) ComplyBridge shall provide at least ninety (90) days' advance notice of any Fee increase; (c) Fee increases will not affect the Fees payable for the then-current Service Period.
3.7 Taxes
All Fees are exclusive of all sales, use, value-added, goods and services, consumption, and other taxes, duties, and similar governmental charges (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with the purchase of the Services, excluding only taxes based on ComplyBridge's net income.
4. Term, Renewal, and Termination
4.1 Term
These Terms commence on the Effective Date and continue until terminated in accordance with Section 4.
4.2 Service Period and Renewal
Unless otherwise expressly stated in the Order Form, each subscription will automatically renew for successive periods equal to the initial Service Period (or one (1) year if no initial Service Period was specified) unless Customer or ComplyBridge provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current Service Period.
4.3 Termination for Cause
Either party may terminate these Terms or any Order Form for cause: (a) Upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such notice period; or (b) Immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or goes into liquidation.
4.4 Termination for Convenience
Unless otherwise expressly agreed in the applicable Order Form, neither party may terminate these Terms or an Order Form for convenience prior to the expiration of the applicable Service Period.
The parties may agree in an Order Form to early termination rights or other termination arrangements for a particular subscription.
4.5 Effect of Termination
Upon termination or expiration of these Terms: (a) Customer's right to access and use the Services will immediately cease; (b) Customer shall immediately pay all outstanding Fees; (c) Each party shall return or destroy all Confidential Information of the other party.
4.6 Data Retrieval and Deletion
Following termination or expiration of these Terms, ComplyBridge will make Customer Data available for export for a period of thirty (30) days. After thirty (30) days, ComplyBridge may delete all Customer Data in its possession or control, except to the extent that applicable law requires continued storage.
5. Ownership and Intellectual Property
5.1 ComplyBridge IP
ComplyBridge owns and retains all right, title, and interest in and to the ComplyBridge IP, including all intellectual property rights therein. These Terms do not grant Customer any ownership rights in the ComplyBridge IP.
5.2 Customer Data
As between Customer and ComplyBridge, Customer owns and retains all right, title, and interest in and to Customer Data, including all intellectual property rights therein. Customer grants ComplyBridge a "non-exclusive, royalty-free, worldwide licence to use, store, transmit, modify, copy, and display" the Customer Data solely to the extent necessary to provide the Services.
5.3 Feedback
Customer hereby grants ComplyBridge a perpetual, irrevocable, non-exclusive, royalty-free, worldwide licence to use, modify, and incorporate Feedback into the Services and ComplyBridge's other products and services without restriction.
5.4 AI Outputs
As between Customer and ComplyBridge, Customer owns all AI Outputs generated in response to Customer's inputs or prompts.
ComplyBridge may use Aggregated Data and anonymised Usage Data to improve, maintain, and enhance the Services and its artificial intelligence technologies.
ComplyBridge will not use Customer Data or identifiable AI Outputs to train general-purpose machine learning models without Customer's consent or unless otherwise agreed in writing.
5.5 Restrictions
Customer may not, and may not permit any Authorised User or third party to: (a) Copy, modify, create derivative works of, reverse engineer, decompile, or disassemble the Services; (b) Rent, lease, lend, sell, sublicense, or distribute the Services; (c) Remove any proprietary notices from the Services; (d) Use the Services to develop a competing product; (e) Introduce any malicious code or disrupt the Services.
6. Use of Services
6.1 Authorised Users
Customer may designate Authorised Users to access and use the Services in accordance with the limitations in the Order Form. Customer is responsible for all acts and omissions of Authorised Users.
6.2 Account Security
Customer is responsible for maintaining the confidentiality of all usernames, passwords, and other credentials used to access the Services. Customer must use strong passwords, not share credentials, and immediately notify ComplyBridge of any unauthorised access.
6.3 Your Responsibilities
Customer is responsible for: (i) Obtaining and maintaining all equipment needed to access the Services; (ii) Ensuring Customer's use complies with applicable laws; (iii) The accuracy and legality of Customer Data; (iv) Maintaining appropriate backups; (v) Using the Services only for lawful purposes.
6.4 Compliance Responsibility
Customer acknowledges that the Services are provided as a tool to assist in managing compliance obligations and that Customer is solely responsible for compliance with all applicable laws and regulations. The Services do not constitute legal advice.
6.5 Regulatory Responsibility
Customer acknowledges that regulatory compliance remains Customer's responsibility. The Services are intended to assist Customer in managing compliance obligations but do not constitute legal, regulatory, accounting, or other professional advice. Customer remains solely responsible for reviewing, validating, and approving any policies, documentation, analyses, AI Outputs, or other materials generated through the Services before relying upon them.
6.6 Prohibited Uses
Customer may not: (a) Use the Services in violation of applicable law; (b) Store harmful, illegal, or objectionable content; (c) Impersonate others; (d) Send spam; (e) Disrupt or overburden the Services; (f) Attempt to gain unauthorised access; (g) Use the Services for competitive analysis without consent.
6.7 Suspension
ComplyBridge may suspend Customer's access to the Services if ComplyBridge reasonably believes Customer's use violates these Terms, poses a security risk, could subject ComplyBridge to liability, or Customer fails to pay Fees when due.
7. Confidentiality
"Confidential Information" means all financial, technical, business, or other information disclosed by one party to the other that is designated as confidential or should reasonably be understood to be confidential. Each party must hold all Confidential Information in strict confidence, not disclose it to third parties except as permitted, and not use it except as necessary to perform its obligations under these Terms.
8. Data Protection and Security
8.1 Security Measures
ComplyBridge will implement and maintain appropriate technical and organisational measures to protect Customer Data, including encryption, access controls, security monitoring, employee training, and incident response procedures.
8.2 Data Processing Addendum
To the extent that ComplyBridge processes any personal data on Customer's behalf, Customer is the data controller and ComplyBridge is the data processor. The data processing terms are set forth in the Data Processing Addendum attached as Exhibit A ("DPA"), which complies with the GDPR, UK GDPR, Swiss Federal Act on Data Protection, and other applicable privacy laws.
8.3 Security Incidents
ComplyBridge will notify Customer within twenty-four (24) hours of becoming aware of any Security Incident and provide a detailed incident report within seventy-two (72) hours.
8.4 Business Continuity
ComplyBridge will maintain commercially reasonable business continuity, disaster recovery, backup, and incident response procedures designed to support the continued availability and recovery of the Services.
9. Trial Services and Beta Features
ComplyBridge may offer access to the Services on a trial basis for a limited period at no charge ("Trial Period"). Trial Services are provided "AS IS" without any warranties. ComplyBridge will retain Customer Data for thirty (30) days following the end of the Trial Period. To continue using the Services after the Trial Period, Customer must purchase a paid subscription.
10. Representations and Warranties
10.1 Mutual Representations
Each party represents that it has full power and authority to enter into these Terms and that execution does not conflict with any other agreement.
10.2 Our Limited Warranty
ComplyBridge warrants that during the Service Period, "the Services will perform materially in accordance with the Documentation." If the Services do not conform to this warranty, Customer's sole remedy shall be for ComplyBridge to correct the non-conformance or terminate the affected Order Form and provide a pro-rata refund.
11. Disclaimers
"EXCEPT FOR THE LIMITED WARRANTIES IN SECTION 10, THE SERVICES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE' WITHOUT WARRANTY OF ANY KIND." ComplyBridge disclaims all warranties, whether express, implied, or statutory. While Customer remains solely responsible for ensuring compliance with all applicable laws, ComplyBridge warrants that the Services are designed to assist in managing compliance obligations when used in accordance with the Documentation.
12. Indemnification
12.1 Our Indemnification
ComplyBridge will defend Customer against any third-party claim that the Services, when used in accordance with these Terms, infringe that third party's patent, copyright, trademark, or trade secret, and will indemnify Customer from damages, costs, and reasonable legal fees finally awarded against Customer.
12.2 Your Indemnification
Customer will defend ComplyBridge against any third-party claim arising from Customer Data, Customer's use of the Services in violation of these Terms, or Customer's breach of any representation or warranty under these Terms.
13. Limitation of Liability
"TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES." "EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY" Customer during the twelve (12) months immediately preceding the first event giving rise to liability.
14. General Provisions
14.1 Entire Agreement
These Terms, together with the Order Form and any documents expressly incorporated by reference (including the Data Processing Addendum), constitute the entire agreement between Customer and ComplyBridge regarding the Services.
14.2 Amendments
ComplyBridge may amend these Terms from time to time by providing notice. Amendments will become effective upon the start of Customer's next Service Period following such notice.
14.3 Governing Law
These Terms are governed by and construed in accordance with the laws of the State of New York, United States. Any dispute shall be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York.
14.4 Notices
All notices under these Terms must be in writing. Notices to ComplyBridge shall be sent to: ComplyBridge, Inc., 169 Madison Avenue, New York, NY 10016, United States. Email: support@complybridge.xyz
14.5 Assignment
Customer may not assign these Terms without prior written consent from ComplyBridge. ComplyBridge may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.
14.6 Survival
Any provision of these Terms that by its nature should survive termination or expiration shall survive, including Sections 3 (for amounts due), 4.5, 4.6, 5, 6.6, 7, 8, 10, 11, 12, 13, and 14.
For questions about these Terms of Service, contact: support@complybridge.xyz