Terms & Conditions

By accessing or using the RegDoor Platform, you are agreeing to be bound by these Terms & Conditions ("Terms").

1. Definitions

• "Administrator" — the primary user designated by the Client to manage its account and Authorized Users.
• "Authorized User" — an employee or contractor of the Client authorized to access and use the Services for the Client's internal business purposes.
• "Client Data" — any data, information, content, or material that the Client or its Authorized Users upload, enter, or otherwise provide to RegDoor via the Platform.
• "Confidential Information" — all non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
• "DPA" — the Data Processing Addendum to these Terms & Conditions.
• "Fees" — the fees payable by the Client for access to the Services.
• "Intellectual Property Rights" — all patents, copyrights, trademarks, trade secrets, and other proprietary rights of any kind.
• "Platform" — the RegDoor software-as-a-service platform and any associated software, technology, and content.
• "Services" — the knowledge management, regulatory tracking, and workflow automation services provided by RegDoor through the Platform.
• "Subscription Term" — the initial period of the Client's subscription to the Services and any renewal periods.

2. The Services and Access

2.1. Service Description

The Services are a knowledge management tool for regulatory and public policy affairs, which allows clients to: (i) discover, register, and manage interactions with governmental and regulatory bodies; (ii) manage a legal and regulatory library; (iii) conduct legal and regulatory research related to blockchain businesses; and (iv) generate and automate workflows.

2.2. Access

RegDoor will provide the Client's Administrator with access credentials to the Platform. The Administrator may then register additional Authorized Users. The Client is responsible for ensuring its Authorized Users are its employees or contractors using corporate email addresses and that they comply with the terms of these Terms. The Client is fully responsible for all activities that occur under its account and for all use of the Services by its Authorized Users.

2.3. Security

The Client is responsible for maintaining the confidentiality of all login credentials and for preventing unauthorized access to the Services. RegDoor implements and maintains commercially reasonable technical and organizational security measures to protect the Platform. However, RegDoor shall not be liable for any unauthorized access resulting from the Client's failure to maintain the security of its login credentials. The Client shall notify RegDoor promptly in writing of any suspected security breach.

2.4. Service Modifications

RegDoor reserves the right to make changes to the Services that it deems necessary or useful to maintain or enhance the quality, delivery, or performance of the Services, provided that such changes do not materially diminish the core functionality of the Services during a paid Subscription Term.

3. License and Use Restrictions

3.1. License Grant

Subject to these Terms, RegDoor grants the Client a non-exclusive, non-transferable, revocable license for its Authorized Users to access and use the Platform during the Subscription Term, solely for the Client's internal business operations. The Services are provided on a subscription basis, and no software code is sold or transferred to the Client.

3.2. Use Restrictions

The Client shall not, and shall not permit its Authorized Users or any third party to: (a) resell, sublicense, distribute, or otherwise make the Services or its content, including the contacts contained in RegDoor's global directory, available to any third party; (b) reverse engineer, decompile, or otherwise attempt to discover the source code of the Platform; (c) use the Services to build a competitive product or service; (d) upload or transmit any content that is unlawful, infringing, or harmful; or (e) use the Services in any manner that violates applicable laws or regulations.

4. Client Responsibilities and Acknowledgments

4.1. Disclaimer of Legal Advice

The Client acknowledges that the Services are a support tool for informational purposes only. RegDoor is not a law firm and does not provide legal advice, counsel, or representation. The Client agrees that it will not construe or rely upon any information provided through the Services as legal advice.

4.2. Third-Party Information

The Client acknowledges that RegDoor relies on third-party sources for information made available on the Platform. RegDoor does not warrant and shall not be liable for the accuracy, completeness, or reliability of any such third-party information or content.

4.3. Client Data

The Client is solely responsible for the accuracy, content, and legality of all Client Data. The Client represents and warrants that it has all necessary rights, permissions, and consents to provide the Client Data to RegDoor for use as contemplated hereunder, and that doing so will not violate any laws or infringe any third-party rights.

4.4. Artificial Intelligence

4.4.1. AI Features

Client acknowledges that the Services offer features that leverage the use of artificial intelligence, machine learning, or similar technologies provided by RegDoor and/or its licensors ("AI Features"). Use of AI Features by Client is voluntary and RegDoor will inform Client via the Services before an AI Feature is engaged for the first time. Client will have the ability to disable AI Features within the Services at the admin level. RegDoor will not, and will not permit any third party to, use any Client Information to train any artificial intelligence or machine learning models; provided that RegDoor may use Feedback and Usage Data for the purpose of training and improving its AI Features.

4.4.2. Disclaimer

RegDoor makes no covenants, representations or warranties regarding any outputs generated, transmitted or made available in connection with Client's or any Authorized User's use of AI Features ("AI Outputs"), including, without limitation, with respect to the accuracy, quality or truthfulness thereof. AI Outputs should be used at Client's own risk. Due to the nature of AI Features generally, Client acknowledges that (a) Client's AI Outputs may be similar to outputs generated by other RegDoor Clients' use of the Services, (b) the same input may result in different AI Outputs from one use to the next and (c) the AI Outputs may not be accurate, reliable or suitable for Client's requirements. Client is solely responsible for any reliance on the accuracy, completeness, or usefulness of any AI Outputs.

4.4.3. Human Involvement

Client acknowledges that certain AI Features may involve human interaction by RegDoor or its service providers. Such interaction may be used to design, refine or maintain prompts, workflows, automations, integrations, or other components of the Services, and may also support training, validation, monitoring or quality assurance. RegDoor retains discretion to determine the level and type of human involvement required for the effective operation of the AI Features, provided that such involvement will not alter RegDoor's commitments under clause 4.4.1 regarding the non-use of Client Information for model training.

5. Fees and Payment

5.1. Fees

The Client shall pay all Fees specified in the applicable Agreement. Fees are based on the subscription purchased and not on actual usage.

5.2. Invoicing and Payment

Fees will be invoiced in advance, either annually or in accordance with the Agreement. Invoices are due net 30 days from the invoice date.

5.3. Late Payments

Overdue payments will be subject to a finance charge of 1.5% per month or the maximum rate permitted by law, whichever is lower. RegDoor may suspend access to the Services if the Client's account is more than 30 days overdue.

5.4. Taxes

All Fees are exclusive of any taxes, levies, or duties imposed by taxing authorities. The Client is responsible for paying all such taxes.

5.5. Trial Services & Beta Services

If Client registers for Trial Services, RegDoor will make the applicable Trial Services available until the earlier of: (a) the end of the trial period communicated to Client; (b) the start date of any paid Agreement; or (c) termination by RegDoor in its sole discretion.

Any Client Data provided during Trial Services will be permanently deleted at the end of the trial period unless the Client enters into a paid Agreement or exports such data before the trial ends.

Trial Services and Beta Offerings are provided "as-is" and "as available" without any warranty. RegDoor shall have no support or indemnification obligations nor liability of any type with respect to Trial Services or Beta Offerings unless such exclusion is not enforceable under applicable law, in which case RegDoor's liability shall not exceed one thousand dollars ($1,000.00).

6. Term and Termination

6.1. Term and Renewal

The initial Subscription Term shall be as specified in the Agreement.

6.2. Termination for Cause

A party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice.

6.3. Effect of Termination

Upon termination, the Client shall cease all use of the Services and pay any outstanding Fees. The Client's right to access or use Client Data via the Services immediately ceases.

6.4. Data Retrieval

For 30 days following termination, RegDoor will make Client Data available for the Client to export upon request.

7. Confidentiality

7.1. Obligations

The receiving party shall use the same degree of care that it uses to protect its own confidential information of like kind (but not less than reasonable care) to: (a) not use any Confidential Information of the disclosing party for any purpose outside the scope of these Terms, and (b) limit access to Confidential Information to those employees and contractors who need that access and who are bound by confidentiality obligations materially as protective as those herein.

7.2. Exclusions

Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation, (b) was known to the receiving party prior to its disclosure, (c) is received from a third party without breach of any obligation, or (d) was independently developed by the receiving party.

7.3. Compelled Disclosure

The receiving party may disclose Confidential Information to the extent compelled by applicable law, provided it gives the disclosing party prior notice and reasonable assistance to contest the disclosure.

8. Intellectual Property

8.1. RegDoor IP

RegDoor and its licensors exclusively own all right, title, and interest in and to the Platform and all associated software, technology, and content. The Client shall not remove or obscure any proprietary rights notices on the Platform.

8.2. Client Data

As between the parties, the Client owns all right, title, and interest in and to all Client Data. The Client grants RegDoor a limited, non-exclusive, worldwide license to host, copy, transmit, and display Client Data as necessary to provide the Services.

8.3. Usage Data

The Client agrees that RegDoor may collect and use anonymized and aggregated data derived from the Client's use of the Services ("Usage Data") to improve and enhance the Services. RegDoor will not disclose Usage Data in a manner that identifies the Client or its Authorized Users.

9. Data Protection

9.1. Compliance

Each party shall comply with its respective obligations under all applicable data protection laws. RegDoor may collect and process personal data in accordance with its Privacy Policy.

9.2. Data Processing Addendum

Where RegDoor processes Personal Data on behalf of the Client, such processing shall be governed by the Data Processing Agreement, which is incorporated into these Terms by reference.

10. Warranties and Disclaimers

10.1. Limited Warranties

RegDoor warrants that: (a) it has the legal power and authority to enter into these Terms; and (b) the Services will perform materially in accordance with their applicable documentation.

10.2. Disclaimer

Except for the express warranties in Section 10.1, the Services are provided "as is". RegDoor makes no other warranties of any kind, whether express, implied, statutory, or otherwise, and specifically disclaims all implied warranties, including any warranties of merchantability, fitness for a particular purpose, or accuracy. RegDoor does not warrant that the Services will be error-free, uninterrupted, or free of bugs or defects.

11. Limitation of Liability

11.1. Exclusion of Indirect Damages

In no event shall either party be liable for any lost profits, revenues, or any indirect, special, incidental, consequential, or punitive damages, however caused, whether in contract, tort, or under any other theory of liability.

11.2. Limitation of Liability

In no event shall either party's aggregate liability arising out of or related to these Terms exceed the total amount paid by Client hereunder in the twelve (12) months preceding the incident giving rise to the liability. This limitation applies to all claims in the aggregate.

11.3. Exclusions

The limitations in Section 11.2 shall not apply to: (a) a party's indemnification obligations under Section 12; (b) a party's breach of its confidentiality obligations under Section 7; (c) a party's gross negligence or willful misconduct; or (d) death or bodily injury caused by negligence, or any other liability that cannot be excluded under applicable law.

11.4. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

12. Indemnification

12.1. By RegDoor

RegDoor will defend the Client against any claim alleging that the use of the Services as permitted hereunder infringes the intellectual property rights of a third party, and will indemnify the Client for any damages finally awarded in connection with any such claim.

12.2. By Client

The Client will defend RegDoor against any claim alleging that the Client Data, or the Client's use of the Services in breach of these Terms, infringes the rights of a third party or violates applicable law, and will indemnify RegDoor for any damages finally awarded in connection with any such claim.

12.3. Indemnification Conditions and Procedures

The obligations of the indemnifying party are conditioned upon the indemnified party (i) promptly notifying the indemnifying party of the claim; (ii) giving the indemnifying party sole and exclusive control to select defense attorneys and defend or settle the claim; and (iii) cooperating with the indemnifying party, at the indemnifying party's expense, in connection with the defense and settlement thereof.