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

1. Definitions

• “Administrator” means the primary user designated by the Client to manage its account and Authorized Users.

• “Authorized User” means an employee or contractor of the Client authorized to access and use the Services for the Client’s internal business purposes.

• “Client Data” means 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” means 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” means the Data Processing Addendum to this Agreement.

• “Fees” means the fees payable by the Client for access to the Services.

• “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, and other proprietary rights of any kind.

• “Platform” means the RegDoor software-as-a-service platform and any associated software, technology, and content.

• “Services” means the knowledge management, regulatory tracking, and workflow automation services provided by RegDoor through the Platform, as further described herein.

• “Subscription Term” means 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 this Agreement. 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 the terms of this Agreement, 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 for Client’s use. Client will have the ability to disable AI Features within the Services at the admin level for all Authorized Users by using the functionality of the Services. 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 (e.g., Client labeling of suggestions from AI Features with a thumbs up or thumbs down) 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 it is possible 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. Before leveraging any AI Outputs in any manner, Client and its Authorized Users are responsible for making their own determination that the AI Outputs are suitable, and Client is solely responsible for any reliance on the accuracy, completeness, or usefulness of any AI Outputs. Neither Client nor any Authorized User may represent that any AI Outputs were human generated.

5. Fees and Payment

5.1. Fees. The Client shall pay all Fees specified in the applicable order form. 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 order form. 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.