Terms of Service

1. Definitions

Capitalized terms used but not otherwise defined in this Agreement shall have the following meanings:

• Affiliates: Any person that controls, is controlled by, or is under common control with another person.
• Altafid IP: Intellectual property owned, licensed, or controlled by Altafid, including software, materials, and know-how in the platform.
• Altafid platform: Altafid’s proprietary financial technology platform.
• Applicable law: Any relevant law, regulation, directive, or governmental requirement.
• Client data: Information entered into or processed through the platform by or for the client.
• Governmental authority: Any government entity, self-regulatory organization, or state-owned body.
• Intellectual property rights: Rights in trademarks, copyrights, patents, trade secrets, and other forms of protection.
• Know-how: Technical or commercial knowledge and documentation.
• License fee: The annual fee for use of the platform.
• Person: Any individual or entity, such as a company or partnership.
• Third party products: Software or services from third parties integrated with the platform.

2. Use of altafid platform

• Permitted use: Only for managing assets of the client’s own wealth advisory clients.
• Implementation: Client agrees to:
  • Provide a high-resolution logo.
  • Share necessary client data.
  • Complete the implementation questionnaire.
  • Facilitate connections to custodians and brokers.
  • Assist with connecting other third-party tools.
  • Provide any additional requested information.

Timely cooperation is essential for successful implementation.

3. Altafid obligations and rights

• Platform operation and maintenance: Altafid is responsible for platform infrastructure and updates.
• Technical support: Provided during U.S. business hours.
• Training: Initial training is included; extra sessions may have fees.
• Software updates: Delivered periodically at no extra cost.
• Data security: Altafid follows industry-standard practices.
• Third-party integration: Supported as feasible, but Altafid isn’t responsible for third-party failures.
• Use of data: Altafid may analyze aggregated, de-identified usage data.

4. Client obligations

• Provide Altafid with data, access, and cooperation.
• Ensure that personnel and users comply with the agreement.
• Comply with applicable laws.

Client must not:

• Copy or reverse-engineer the platform.
• Share access or sublicense the platform.
• Build similar or competing platforms.
• Use it unlawfully or harmfully.
• Modify or tamper with any part of the software.
• Link it to malware or unauthorized tools.

5. Commercial terms and payment

• Fees: Defined in the Order Form. Client also pays taxes and third-party costs.
• Payment: Due in USD, 30 days after invoice.
• Late payments: 1% monthly interest applies after 30 days; breach after 90 days.
• Records and audit: Altafid may audit usage once per year with 10 days’ notice.

6. Intellectual property

• Altafid IP: Altafid retains all rights to its IP, including improvements or feedback provided by the client.
• License: Client receives a limited, non-transferable license to use the platform under the agreement terms.

7. Term and termination

• Initial term: As defined in the contract.
• Renewal: Automatically renews annually unless canceled with 90 days' notice.
• Termination: Permitted for insolvency or unremedied material breach after 30 days’ notice.

8. Data privacy and security

• Client data: Client retains ownership; Altafid is licensed to use data for operations.
• Data handling: Altafid complies with data privacy laws and applies reasonable security policies.
• Data breach response: Altafid will notify the client and support investigations.

9. Status of altafid; use of third parties

• SaaS provider: Altafid is not an investment advisor.
• Not a custodian: Altafid does not hold client assets and is not liable for third-party data accuracy.
• Third party products: Use is subject to third-party terms, which must be respected by client users.

10. Disclaimers, limitation of liability, indemnification

• Altafid disclaims all warranties not stated in the agreement.
• Altafid does not provide investment advice or act as a fiduciary.
• Neither party is liable for indirect or consequential damages.
• Indemnification: Client agrees to protect Altafid from claims related to misuse, breaches, or third-party claims arising from the client’s use.

11. Confidentiality

• General obligations: Client must protect Altafid’s confidential information with reasonable care.
• What is confidential: Non-public or proprietary information shared under the agreement.
• Duration: 3 years post-termination, or indefinitely for trade secrets.

12. Other provisions

• Force majeure: Neither party is liable for delays caused by external events (e.g., natural disasters).
• No assignment: Client cannot transfer rights without written approval.
• Entire agreement: This document overrides all previous agreements.
• Use of client name: Altafid may use it for marketing with prior consent.
• Governing law: State of Delaware.
• Dispute resolution: Arbitration in Minneapolis, MN under AAA rules.
• Severability: Invalid clauses don’t affect the rest of the agreement.