DRAFT: This document is pending legal review and does not constitute a binding agreement. Content is subject to change.
Terms of Service
Effective Date: [Effective Date]
1. Acceptance of Terms
By accessing or using the Archway platform ("Platform"), operated by Archway Global ("Company," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not access or use the Platform.
These Terms constitute a legally binding agreement between you and Archway Global. Your continued use of the Platform following any modifications to these Terms constitutes acceptance of the revised Terms.
2. Description of Service
Archway provides a technology platform that enables companies to manage outbound KYB (Know Your Business) submissions to counterparties including banks, exchanges, payment processors, and marketplaces. The Platform maintains canonical entity records, facilitates document management, and orchestrates submission workflows.
Archway is a technology provider. We do not act as a verification vendor, legal advisor, or compliance consultant. We do not verify the accuracy of information you provide or make compliance determinations on your behalf. You are responsible for ensuring the accuracy and completeness of all data and documents submitted through the Platform.
The Platform does not provide legal advice, tax advice, or regulatory guidance. Any information provided through the Platform, including AI-generated answers and compliance calendar alerts, is for informational purposes only and should not be construed as professional advice.
3. Eligibility
The Platform is intended for use by institutional entities and accredited investors. By using the Platform, you represent and warrant that: (a) you have the legal capacity and authority to enter into these Terms, (b) you are not located in a jurisdiction where the use of the Platform is prohibited, and (c) you comply with all applicable laws and regulations, including anti-money laundering (AML) and know-your-customer (KYC) requirements.
4. User Responsibilities
You agree to:
- Provide accurate, current, and complete information during onboarding and throughout your use of the Platform.
- Maintain the security of your account credentials and any associated authentication methods.
- Comply with all applicable laws, regulations, and contractual obligations.
- Not use the Platform for any unlawful purpose, including money laundering, terrorist financing, or sanctions evasion.
- Not attempt to reverse-engineer, decompile, or disassemble any part of the Platform.
- Not interfere with or disrupt the integrity or performance of the Platform.
5. Intellectual Property
All content, features, and functionality of the Platform, including but not limited to text, graphics, logos, software, and the underlying technology, are the exclusive property of Archway Global or its licensors and are protected by copyright, trademark, patent, and other intellectual property laws.
You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for its intended purposes in accordance with these Terms. This license does not include the right to modify, distribute, or create derivative works based on the Platform.
6. Disclaimers
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
We do not warrant that: (a) the Platform will be uninterrupted, timely, secure, or error-free, (b) the results obtained from the Platform will be accurate or reliable, (c) any defects in the Platform will be corrected, or (d) the Platform will meet your specific requirements.
Use of the Platform involves handling sensitive corporate and personal documents, which carries inherent risks including but not limited to unauthorized disclosure, data breach, regulatory changes, and counterparty rejection. You acknowledge and accept these risks. See our Risk Disclosures for more detail.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARCHWAY GLOBAL AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.
IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE AMOUNTS PAID BY YOU TO ARCHWAY GLOBAL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
8. Indemnification
You agree to indemnify, defend, and hold harmless Archway Global and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Platform, (b) your violation of these Terms, (c) your violation of any applicable law or regulation, or (d) your violation of any third-party rights.
9. Termination
We may suspend or terminate your access to the Platform at any time, with or without cause, and with or without notice. Upon termination, your right to use the Platform will immediately cease.
You may terminate your use of the Platform at any time by discontinuing access and notifying us. Termination does not relieve you of obligations incurred prior to termination, including any pending transactions or outstanding fees.
10. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. Any disputes arising out of or related to these Terms shall be resolved exclusively in the state or federal courts located in Delaware.
11. Changes to These Terms
We reserve the right to modify these Terms at any time. Material changes will be communicated through the Platform or via email. Your continued use of the Platform after such modifications constitutes acceptance of the updated Terms.
12. Contact
If you have questions about these Terms, please contact us at: [email protected]