Last Updated: 22 December 2025
These Terms of Service ("Terms") govern your access to and use of the compliance management services provided by ComplyBridge, Inc., a Delaware corporation with its registered address at 169 Madison Avenue, New York, NY 10016, United States ("ComplyBridge," "we," "us," or "our").
By executing an Order Form, clicking "I Accept," creating an account, accessing the Services, or using the Services in any manner, you ("Customer," "you," or "your") agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such an entity to these Terms, in which case "you" or "your" refers to such entity.
The "Effective Date" is the earlier of: (a) the date you execute an Order Form; (b) the date you accept a marketplace offer for the Services through a cloud service provider marketplace; (c) the date you create an account or receive trial credentials; or (d) the date you first access the Services.
1.1. "Aggregated Data" means Customer Data and Usage Data that has been aggregated and anonymised such that it does not identify Customer or any individual.
1.2. "AI Outputs" means any content, analysis, recommendations, or other outputs generated by artificial intelligence or machine learning features of the Services in response to inputs or prompts provided by Customer or Authorised Users.
1.3. "Authorised User" means an individual who is authorised by you to access and use the Services under your account, including your employees, consultants, contractors, and agents.
1.4. "ComplyBridge IP" means the Services, Documentation, and all software, technology, designs, know-how, algorithms, processes, ideas, concepts, methods, techniques, inventions, discoveries, improvements, and other intellectual property owned or licensed by us, including all modifications, enhancements, derivative works, and improvements thereto, whether created before or during the term of these Terms.
1.5. "Customer Data" means all data, content, and information (including personal data) that you or your Authorised Users submit, upload, transmit, or otherwise make available to or through the Services.
1.6. "Documentation" means our then-current user guides, manuals, and other documentation for the Services made available by us.
1.7. "Feedback" means any suggestions, enhancement requests, recommendations, or other feedback regarding the Services that you provide to us.
1.8. "Fees" means the fees payable by you for the Services as set forth in your Order Form or as displayed during the checkout process.
1.9. "Order Form" means an ordering document or online order specifying the Services to be provided, including the Subscription Tier, number of Authorised Users, Service Period, Fees, and any additional terms.
1.10. "Service Period" means the initial subscription term specified in your Order Form and any renewal periods.
1.11. "Services" means the ComplyBridge compliance management system and related services made available to you by us, including all features and functionality described in the Documentation and your Order Form.
1.12. "Subscription Tier" means the level of service you have subscribed to (Starter, Professional, or Enterprise), which determines the features, functionality, and usage limits available to you.
1.13. "Trial Period" means a free trial period during which you may access and use the Services for evaluation purposes.
1.14. "Usage Data" means data regarding your and your Authorised Users' use of the Services, including log data, metadata, performance data, and usage statistics.
Subject to your compliance with these Terms, we will make the Services available to you during the Service Period. The Services include a compliance management system with features that may include, depending on your Subscription Tier: (i) license builder and policy generator, (ii) KYB (Know Your Business) and UBO (Ultimate Beneficial Owner) management, (iii) AI assistant, (iv) company profile management, (v) travel rule compliance, (vi) API management, and (vii) compliance dashboard.
We offer the following Subscription Tiers: (a) Starter Tier; (b) Professional Tier; (c) Enterprise Tier. The specific features, functionality, and limitations applicable to your Subscription Tier are described in the Documentation and your Order Form.
We may, from time to time, make available additional products, services, features, or functionalities beyond those included in your Subscription Tier, including: (a) Subscription Services as described in Section 2.1; (b) Professional services (implementation, training, consulting) on a time-and-materials or fixed-fee basis; (c) One-time purchases of specific features or modules; (d) Custom development or integration services.
We will use commercially reasonable efforts to make the Services available in accordance with industry standards. We do not guarantee uninterrupted or error-free operation of the Services.
We will provide support to you in accordance with the support level included in your Subscription Tier, as described in the Order Form and Documentation. Support levels may include email support, priority support, or dedicated success manager services depending on the Subscription Tier.
We reserve the right to modify, update, enhance, or discontinue any features or functionality of the Services at any time in its sole discretion. We will use reasonable efforts to provide advance notice of any material changes that adversely affect your use of the Services.
We may, from time to time, make available features, functionality, or services that are designated as beta, pilot, limited release, non-production, evaluation, or by a similar description ("Beta Features"). Beta Features are provided "AS IS" and "AS AVAILABLE" without any warranties, representations, or commitments. We may discontinue Beta Features at any time without notice.
You agree to pay us the Fees set forth in your Order Form or as displayed during the checkout process.
Unless otherwise specified in your Order Form: (a) Subscription Fees will be charged in accordance with the billing frequency you selected (monthly, annually, or as otherwise agreed); (b) Professional services and one-time fees shall be invoiced upon completion or according to milestones specified in your Order Form; (c) If you provide credit card or payment information, you authorise us to charge that payment method for all Fees due; (d) Payment is due within thirty (30) days of the invoice date for invoiced customers; (e) Enterprise customers may negotiate alternative payment terms in their Order Form; (f) All amounts are due in U.S. Dollars unless otherwise specified.
If you fail to pay Fees when due for fifteen (15) days after the due date, we may provide you with written notice of the overdue amount. If you fail to pay the overdue amount within five (5) days of receiving such notice, we may: (i) suspend your access to the Services until you pay the entire outstanding balance; and/or (ii) charge interest on past due amounts at the rate of one percent (1.0%) per month or the highest rate permitted by applicable law, whichever is lower.
Except as expressly stated in these Terms, all Fees are non-refundable and all payment obligations are non-cancellable.
If you dispute any Fees in good faith, you must notify us in writing within thirty (30) days of the invoice date, specifying the basis for the dispute. The parties shall work together in good faith to resolve the dispute.
We may change the Fees for the Services; provided that: (a) Any Fee increases will only become effective upon the commencement of your next Service Period; (b) We shall provide you with at least ninety (90) days' advance notice of any Fee increase; (c) Fee increases will not affect the Fees payable for the then-current Service Period.
All Fees are exclusive of all sales, use, value-added, goods and services, consumption, and other taxes, duties, and similar governmental charges (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchase of the Services, excluding only taxes based on our net income.
These Terms commence on the Effective Date and continue until terminated in accordance with this Section 4.
Unless otherwise expressly stated in your Order Form, each subscription will automatically renew for successive periods equal to your initial Service Period (or one (1) year if no initial Service Period was specified) unless you or we provide written notice of non-renewal at least ninety (90) days prior to the end of the then-current Service Period.
Either party may terminate these Terms or any Order Form for cause: (a) Upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such notice period; or (b) Immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or goes into liquidation.
Either party may terminate these Terms or any Order Form for convenience upon ninety (90) days' prior written notice to the other party. Upon termination for convenience, both parties shall be entitled to a pro-rata refund of any prepaid Fees for the unused portion of the Service Period.
Upon termination or expiration of these Terms: (a) Your right to access and use the Services will immediately cease; (b) You shall immediately pay all outstanding Fees; (c) Each party shall return or destroy all Confidential Information of the other party.
Following termination or expiration of these Terms, we will make your Customer Data available for export for a period of thirty (30) days. After thirty (30) days, we may delete all Customer Data in our possession or control, except to the extent that applicable law requires continued storage.
We own and retain all right, title, and interest in and to the ComplyBridge IP, including all intellectual property rights therein. These Terms do not grant you any ownership rights in the ComplyBridge IP.
As between you and us, you own and retain all right, title, and interest in and to your Customer Data, including all intellectual property rights therein. You grant us a non-exclusive, royalty-free, worldwide licence to use, store, transmit, modify, copy, and display your Customer Data solely to the extent necessary to provide the Services to you.
You hereby grant us a perpetual, irrevocable, non-exclusive, royalty-free, worldwide licence to use, modify, and incorporate Feedback into the Services and our other products and services without restriction.
As between you and us, you own all AI Outputs generated by the Services in response to your inputs or prompts. However, we retain the right to use AI Outputs to train, improve, and enhance our artificial intelligence and machine learning models. We do not warrant the accuracy, completeness, reliability, or suitability of any AI Outputs.
You may not, and may not permit any Authorised User or third party to: (a) Copy, modify, create derivative works of, reverse engineer, decompile, or disassemble the Services; (b) Rent, lease, lend, sell, sublicense, or distribute the Services; (c) Remove any proprietary notices from the Services; (d) Use the Services to develop a competing product; (e) Introduce any malicious code or disrupt the Services.
You may designate Authorised Users to access and use the Services in accordance with the limitations in your Order Form. You are responsible for all acts and omissions of your Authorised Users.
You are responsible for maintaining the confidentiality of all usernames, passwords, and other credentials used to access the Services. You must use strong passwords, not share credentials, and immediately notify us of any unauthorised access.
You are responsible for: (i) Obtaining and maintaining all equipment needed to access the Services; (ii) Ensuring your use complies with applicable laws; (iii) The accuracy and legality of your Customer Data; (iv) Maintaining appropriate backups; (v) Using the Services only for lawful purposes.
You acknowledge that the Services are provided as a tool to assist you in managing your compliance obligations and that you are solely responsible for your compliance with all applicable laws and regulations. The Services do not constitute legal advice.
You may not: (a) Use the Services in violation of applicable law; (b) Store harmful, illegal, or objectionable content; (c) Impersonate others; (d) Send spam; (e) Disrupt or overburden the Services; (f) Attempt to gain unauthorised access; (g) Use the Services for competitive analysis without consent.
We may suspend your access to the Services if we reasonably believe your use violates these Terms, poses a security risk, could subject us to liability, or you fail to pay Fees when due.
"Confidential Information" means all financial, technical, business, or other information disclosed by one party to the other that is designated as confidential or should reasonably be understood to be confidential. Each party must hold all Confidential Information in strict confidence, not disclose it to third parties except as permitted, and not use it except as necessary to perform its obligations under these Terms.
We will implement and maintain appropriate technical and organisational measures to protect Customer Data, including encryption, access controls, security monitoring, employee training, and incident response procedures.
To the extent that we process any personal data on your behalf, you are the data controller and we are the data processor. The data processing terms are set forth in the Data Processing Addendum attached as Exhibit A ("DPA"), which complies with the GDPR, UK GDPR, Swiss Federal Act on Data Protection, and other applicable privacy laws.
We will notify you within twenty-four (24) hours of becoming aware of any Security Incident and provide a detailed incident report within seventy-two (72) hours.
We may offer you access to the Services on a trial basis for a limited period at no charge ("Trial Period"). Trial Services are provided "AS IS" without any warranties. We will retain Customer Data for thirty (30) days following the end of the Trial Period. To continue using the Services after the Trial Period, you must purchase a paid subscription.
Each party represents that it has full power and authority to enter into these Terms and that execution does not conflict with any other agreement.
We warrant that during the Service Period, the Services will perform materially in accordance with the Documentation. If the Services do not conform to this warranty, your sole remedy shall be for us to correct the non-conformance or terminate the affected Order Form and provide a pro-rata refund.
EXCEPT FOR THE LIMITED WARRANTIES IN SECTION 10, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WHILST YOU REMAIN SOLELY RESPONSIBLE FOR ENSURING YOUR COMPLIANCE WITH ALL APPLICABLE LAWS, WE WARRANT THAT THE SERVICES ARE DESIGNED TO ASSIST YOU IN MANAGING YOUR COMPLIANCE OBLIGATIONS WHEN USED IN ACCORDANCE WITH THE DOCUMENTATION.
We will defend you against any third-party claim that the Services, when used in accordance with these Terms, infringe that third party's patent, copyright, trademark, or trade secret, and will indemnify you from damages, costs, and reasonable legal fees finally awarded against you.
You will defend us against any third-party claim arising from your Customer Data, your use of the Services in violation of these Terms, or your breach of any representation or warranty under these Terms.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
These Terms, together with your Order Form and any documents expressly incorporated by reference (including the Data Processing Addendum), constitute the entire agreement between you and us regarding the Services.
We may amend these Terms from time to time by providing you with notice. Amendments will become effective upon the start of your next Service Period following such notice.
These Terms are governed by and construed in accordance with the laws of the State of New York, United States. Any dispute shall be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York.
All notices under these Terms must be in writing. Notices to us shall be sent to: ComplyBridge, Inc., 169 Madison Avenue, New York, NY 10016, United States. Email: support@complybridge.xyz
You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.
Any provision of these Terms that by its nature should survive termination or expiration shall survive, including Sections 3 (for amounts due), 4.5, 4.6, 5, 6.5, 7, 8, 10, 11, 12, 13, and 14.
If you have any questions about these Terms of Service, please contact us.
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