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