Terms of Service
1. Definitions
Capitalized terms used but not otherwise defined in this Agreement shall have the following meanings:
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Affiliates: Any person that controls, is controlled by, or is under common control with another person.
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Altafid IP: Intellectual property owned, licensed, or controlled by Altafid, including software, materials, and know-how in the platform.
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Altafid platform: Altafid’s proprietary financial technology platform.
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Applicable law: Any relevant law, regulation, directive, or governmental requirement.
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Client data: Information entered into or processed through the platform by or for the client.
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Governmental authority: Any government entity, self-regulatory organization, or state-owned body.
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Intellectual property rights: Rights in trademarks, copyrights, patents, trade secrets, and other forms of protection.
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Know-how: Technical or commercial knowledge and documentation.
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License fee: The annual fee for use of the platform.
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Person: Any individual or entity, such as a company or partnership.
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Third party products: Software or services from third parties integrated with the platform.
2. Use of altafid platform
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Permitted use: Only for managing assets of the client’s own wealth advisory clients.
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Implementation: Client agrees to:
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Provide a high-resolution logo.
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Share necessary client data.
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Complete the implementation questionnaire.
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Facilitate connections to custodians and brokers.
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Assist with connecting other third-party tools.
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Provide any additional requested information.
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3. Altafid obligations and rights
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Platform operation and maintenance: Altafid is responsible for platform infrastructure and updates.
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Technical support: Provided during U.S. business hours.
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Training: Initial training is included; extra sessions may have fees.
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Software updates: Delivered periodically at no extra cost.
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Data security: Altafid follows industry-standard practices.
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Third-party integration: Supported as feasible, but Altafid isn’t responsible for third-party failures.
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Use of data: Altafid may analyze aggregated, de-identified usage data.
4. Client obligations
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Provide Altafid with data, access, and cooperation.
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Ensure that personnel and users comply with the agreement.
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Comply with applicable laws.
Client must not:
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Copy or reverse-engineer the platform.
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Share access or sublicense the platform.
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Build similar or competing platforms.
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Use it unlawfully or harmfully.
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Modify or tamper with any part of the software.
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Link it to malware or unauthorized tools.
5. Commercial terms and payment
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Fees: Defined in the Order Form. Client also pays taxes and third-party costs.
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Payment: Due in USD, 30 days after invoice.
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Late payments: 1% monthly interest applies after 30 days; breach after 90 days.
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Records and audit: Altafid may audit usage once per year with 10 days’ notice.
6. Intellectual property
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Altafid IP: Altafid retains all rights to its IP, including improvements or feedback provided by the client.
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License: Client receives a limited, non-transferable license to use the platform under the agreement terms.
7. Term and termination
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Initial term: As defined in the contract.
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Renewal: Automatically renews annually unless canceled with 90 days' notice.
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Termination: Permitted for insolvency or unremedied material breach after 30 days’ notice.
8. Data privacy and security
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Client data: Client retains ownership; Altafid is licensed to use data for operations.
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Data handling: Altafid complies with data privacy laws and applies reasonable security policies.
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Data breach response: Altafid will notify the client and support investigations.
9. Status of altafid; use of third parties
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SaaS provider: Altafid is not an investment advisor.
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Not a custodian: Altafid does not hold client assets and is not liable for third-party data accuracy.
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Third party products: Use is subject to third-party terms, which must be respected by client users.
10. Disclaimers, limitation of liability, indemnification
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Altafid disclaims all warranties not stated in the agreement.
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Altafid does not provide investment advice or act as a fiduciary.
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Neither party is liable for indirect or consequential damages.
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Indemnification: Client agrees to protect Altafid from claims related to misuse, breaches, or third-party claims arising from the client’s use.
11. Confidentiality
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General obligations: Client must protect Altafid’s confidential information with reasonable care.
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What is confidential: Non-public or proprietary information shared under the agreement.
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Duration: 3 years post-termination, or indefinitely for trade secrets.
12. Other provisions
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Force majeure: Neither party is liable for delays caused by external events (e.g., natural disasters).
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No assignment: Client cannot transfer rights without written approval.
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Entire agreement: This document overrides all previous agreements.
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Use of client name: Altafid may use it for marketing with prior consent.
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Governing law: State of Delaware.
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Dispute resolution: Arbitration in Minneapolis, MN under AAA rules.
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Severability: Invalid clauses don’t affect the rest of the agreement.