Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and IntelliGrowth, Inc. ("IntelliGrowth," "we," "us," or "our"), a Delaware corporation, governing your access to and use of the IntelliGrowth Compliance platform, including our website, APIs, and related services (collectively, the "Services").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

2. Service Description

IntelliGrowth Compliance provides compliance infrastructure for tokenized securities, including but not limited to:

• Transfer Verification Engine: Automated compliance checks for token transfers
• Investor Registry: KYC/AML status tracking and jurisdiction management
• Rule Configuration: Customizable compliance rules for different securities
• Audit Trail: Comprehensive logging and reporting for regulatory purposes
• API Access: Programmatic integration with your token infrastructure
• Dashboard: Real-time monitoring and management interface

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time with reasonable notice to active customers.

3. Eligibility

To use our Services, you must:

• Be at least 18 years of age
• Be a registered business entity in good standing
• Have the legal capacity to enter into binding contracts
• Not be prohibited from using our Services under applicable law
• Not be located in, or a citizen or resident of, any sanctioned jurisdiction

We reserve the right to refuse service to any person or entity for any lawful reason at our sole discretion.

4. Account Terms

4.1 Account Registration

To access certain features of our Services, you must register for an account. You agree to provide accurate, complete, and current information during registration and to update such information to keep it accurate.

4.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorized access or security breach
• Implementing appropriate security measures within your organization

4.3 Account Access

You may authorize users within your organization to access your account. You remain responsible for all actions taken by authorized users and for ensuring they comply with these Terms.

5. Platform Usage

5.1 Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree NOT to:

• Use the Services for any illegal or unauthorized purpose
• Attempt to circumvent any security measures or access restrictions
• Interfere with or disrupt the integrity or performance of the Services
• Reverse engineer, decompile, or disassemble any aspect of the Services
• Use automated systems to access the Services beyond API rate limits
• Resell, sublicense, or share your account access with third parties
• Upload or transmit viruses, malware, or other malicious code

5.2 Data Accuracy

You are responsible for the accuracy and completeness of all data you submit to the Services. We are not responsible for any errors, omissions, or compliance failures resulting from inaccurate data you provide.

6. API Terms

6.1 API Access

We grant you a limited, non-exclusive, non-transferable right to access and use our APIs in connection with your use of the Services, subject to these Terms and any applicable API documentation.

6.2 Rate Limits

API access is subject to rate limits as specified in your service agreement. Exceeding these limits may result in temporary or permanent suspension of API access.

6.3 API Changes

We may modify our APIs from time to time. We will provide reasonable notice of material changes that may affect your integration. You are responsible for maintaining compatibility with current API versions.

7. Compliance Responsibilities

7.1 Your Responsibilities

• Configuring compliance rules appropriate for your securities and jurisdictions
• Ensuring investor data accuracy and completeness
• Maintaining required licenses and registrations
• Complying with all applicable securities laws and regulations
• Responding to regulatory inquiries and examinations

7.2 Our Responsibilities

• Providing reliable and available infrastructure
• Executing compliance checks according to your configured rules
• Maintaining accurate audit logs of all compliance decisions
• Implementing appropriate security measures
• Providing documentation and support

8. Intellectual Property

8.1 Our Intellectual Property

The Services, including all software, algorithms, interfaces, content, and documentation, are owned by IntelliGrowth and protected by intellectual property laws. We grant you a limited, non-exclusive license to use the Services during your subscription term.

8.2 Your Data

You retain all rights to your data. You grant us a limited license to use your data solely to provide and improve the Services. We will not share your data except as described in our Privacy Policy.

8.3 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant us a perpetual, irrevocable, royalty-free license to use and incorporate such feedback into our products.

9. Payment Terms

9.1 Fees

You agree to pay all fees specified in your service agreement. Fees are non-refundable except as expressly stated otherwise.

9.2 Billing

• Subscription fees are billed in advance on a monthly or annual basis
• Usage-based fees (if applicable) are billed in arrears
• All fees are exclusive of applicable taxes
• Payment is due within 30 days of invoice date

9.3 Late Payment

Late payments may incur interest at 1.5% per month or the maximum rate permitted by law. We may suspend your access to the Services for accounts more than 30 days overdue.

10. Limitation of Liability

10.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INTELLIGROWTH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES.

OUR TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless IntelliGrowth and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Your infringement of any third-party rights
• Any data you submit to the Services

12. Termination

12.1 Termination by You

You may terminate your account at any time by providing written notice. You remain responsible for all fees incurred through the termination date.

12.2 Termination by Us

We may terminate or suspend your access to the Services:

• Immediately if you breach these Terms
• Upon 30 days' notice for any reason
• Immediately if required by law or regulation

12.3 Effect of Termination

Upon termination, your right to use the Services immediately ceases. We will provide a reasonable opportunity to export your data. Provisions that by their nature should survive termination will survive, including intellectual property, limitation of liability, and dispute resolution provisions.

13. Dispute Resolution

13.1 Informal Resolution

Before initiating any formal proceedings, you agree to first contact us at legal@intelligrowth.xyz and attempt to resolve any dispute informally for at least 30 days.

13.2 Arbitration

Any dispute arising from these Terms that cannot be resolved informally shall be resolved by binding arbitration administered by JAMS in San Francisco, California, in accordance with its Comprehensive Arbitration Rules. The arbitration shall be conducted by a single arbitrator.

13.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted on an individual basis only, and not in a class, consolidated, or representative action.

13.4 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any service agreements and our Privacy Policy, constitute the entire agreement between you and IntelliGrowth regarding the Services.

14.2 Modifications

We may modify these Terms at any time. We will provide notice of material changes by email or through the Services. Your continued use after such notice constitutes acceptance of the modified Terms.

14.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

14.4 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.

14.5 No Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

15. Contact Us

If you have questions about these Terms, please contact us: