Terms of Service
These Terms of Service (“Terms”) govern access to and use of IssuerIQ (“IssuerIQ,” “Company,” “we,” “our,” or “us”) websites, products, and services (collectively, the “Site”) by business entities and professional users (“Customer,” “you,” or “your”).
By using the Site, you accept these Terms (whether on behalf of yourself or a business you represent). These Terms are intended to govern agreements with business and professional users and are not intended for personal, consumer use except as permitted by applicable law.
BY ACCESSING, USING, OR SUBMITTING INFORMATION THROUGH THE SITE, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE USING THE SITE IMMEDIATELY.
1. Services and Support
1.1. IssuerIQ provides online services that may include filing ratings, AI-assisted analysis of uploaded SEC and related regulatory filings, and optional purchase of full compliance reports (collectively, the “Services”). Subject to these Terms, Company will use commercially reasonable efforts to provide the Services in accordance with the features and limitations described on the Site at the time of use.
1.2. Company may modify, suspend, or discontinue any aspect of the Services at any time, including features, pricing, or availability, with or without notice, except where prohibited by applicable law or an existing paid order already accepted by Company.
1.3. Support is provided on a reasonable-efforts basis through electronic mail or other online mechanisms in accordance with Company’s standard practices.
2. Payment Terms
2.1. Prices for paid Services, including full compliance reports, are displayed on the Site and may change from time to time. Changes to pricing apply to new purchases and do not affect orders already paid for unless otherwise required by law.
2.2. If you purchase a full compliance report or other fee-based Service, you agree to pay the then-current fee and any applicable taxes. Payment is processed through third-party payment providers (such as Stripe). You must provide accurate and complete payment information for a payment method you are authorized to use.
2.3. CUSTOMER’S PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, AS OTHERWISE AGREED TO BY THE PARTIES, OR AS REQUIRED BY APPLICABLE LAW.
2.4. By completing a purchase, you authorize Company and its payment agents to charge your payment method for the applicable fees, taxes, and any other charges incurred in connection with your order.
3. Restrictions and Responsibilities
3.1. You may use the Services only as expressly permitted herein. You agree that you will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of the Services; modify, translate, or create derivative works based on the Services except as expressly permitted; use the Services for the benefit of third parties in a service-bureau or timesharing manner without authorization; remove proprietary notices; attempt to gain unauthorized access to the Services or related systems; or use the Services in violation of applicable law.
3.2. You represent, covenant, and warrant that: (a) you will use the Services only in compliance with these Terms and all applicable laws and regulations, including securities and disclosure laws; (b) you have the right to upload and submit any documents you provide to the Services; (c) you will not submit documents or data in violation of confidentiality obligations, insider trading restrictions, or third-party rights; (d) you acknowledge that analysis may involve automated and AI-assisted processing by Company and third-party providers; and (e) you are solely responsible for decisions made based on outputs from the Services.
3.3. You are responsible for obtaining and maintaining any equipment, software, and connectivity needed to access the Services, and for maintaining the security of your accounts, passwords, and devices.
3.4. Although Company has no obligation to monitor your use of the Services, Company may do so and may suspend or terminate access if use is believed to violate these Terms or applicable law.
4. Confidentiality; Proprietary Rights
4.1. Each party may disclose non-public, proprietary, or confidential information to the other in connection with the Services. The receiving party agrees to hold such information in strict confidence using at least reasonable care and not to use or disclose it except as permitted by these Terms or required by law.
4.2. You retain ownership of documents and data you submit (“Customer Data”), subject to the rights granted to Company herein. Company owns and retains all right, title, and interest in and to the Services, software, website content, methodologies, and all related intellectual property.
4.3. Company may collect and analyze information relating to provision, use, and performance of the Services and may use aggregated or de-identified data to improve the Services and for other lawful business purposes. No rights or licenses are granted except as expressly set forth herein.
4.4. To the extent Company processes personal information on your behalf, such processing is also described in our Privacy Policy.
5. Payment of Fees
5.1. You will pay the applicable fees for paid Services as displayed at checkout or on the Site. Unless otherwise specified, fees are non-cancelable and non-refundable.
5.2. If you believe Company has billed you incorrectly, you must contact Company within thirty (30) days after the date of the charge in order to be eligible for an adjustment or credit.
6. Term and Termination
6.1. These Terms commence when you first access or use the Site and continue until terminated as set forth below.
6.2. Company may suspend or terminate your access to the Services immediately if you materially breach these Terms, including nonpayment, and fail to cure such breach within any notice period provided by Company where cure is permitted.
6.3. Upon termination, your right to use the Services ceases. Company may delete stored Customer Data in accordance with its retention practices and the Privacy Policy, except as required by law or for completed order fulfillment.
6.4. Sections that by their nature should survive termination will survive, including payment obligations, confidentiality, disclaimers, indemnities, and limitations of liability.
7. Warranty and Disclaimer
7.1. THE SERVICES, INCLUDING FILING RATINGS, ANALYSIS, AND REPORTS, ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THEY DO NOT CONSTITUTE LEGAL, ACCOUNTING, AUDIT, INVESTMENT, OR REGULATORY ADVICE. COMPANY IS NOT A LAW FIRM, ACCOUNTING FIRM, OR REGISTERED INVESTMENT ADVISER. YOU SHOULD CONSULT QUALIFIED PROFESSIONALS, INCLUDING YOUR CPA AND SECURITIES COUNSEL, BEFORE RELYING ON ANY OUTPUT OR MAKING FILING DECISIONS.
7.2. Because the Services use automated and AI-assisted methods, Company does not warrant that outputs will be complete, accurate, current, or suitable for any particular purpose. You are solely responsible for reviewing, validating, and applying any results.
7.3. Company will use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services, but temporary unavailability may occur for maintenance, upgrades, third-party outages, or events beyond Company’s reasonable control.
7.4. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8. Indemnity
8.1. You shall indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, and suppliers from and against any claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Services; (b) Customer Data you submit; (c) your violation of these Terms or applicable law; or (d) your reliance on or distribution of outputs from the Services.
9. Limitation of Liability
9.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS, OR DATA; (B) ANY DECISIONS OR ACTIONS TAKEN IN RELIANCE ON THE SERVICES; (C) ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) ANY AMOUNTS IN EXCESS OF THE FEES PAID BY YOU TO COMPANY FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS PRECEDING THE EVENT, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Government Matters
10.1. You may not remove or export from the United States or allow the export or re-export of the Services or related technology in violation of applicable U.S. or foreign export control laws and regulations. If the Services are used by or on behalf of the U.S. Government, use is subject to these Terms to the extent permitted by applicable federal acquisition regulations.
11. Miscellaneous
11.1. If any provision of these Terms is found unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms remain otherwise in full force and effect.
11.2. You may not assign or transfer these Terms without Company’s prior written consent. Company may assign these Terms in connection with a merger, acquisition, or sale of assets upon notice to you.
11.3. These Terms, together with the Privacy Policy, constitute the entire agreement between you and Company regarding the Site and Services and supersede prior agreements on the subject matter.
11.4. No agency, partnership, joint venture, or employment relationship is created by these Terms, and you have no authority to bind Company.
11.5. Notices may be provided electronically to the email address associated with your account or order and are deemed received when delivery is confirmed.
11.6. These Terms shall be governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Except where prohibited by applicable law, exclusive jurisdiction and venue for disputes shall lie in the state or federal courts located in Delaware, and the parties consent to personal jurisdiction therein.
11.7. We may revise these Terms from time to time. We will post revised terms on the Site with an updated “Last Updated” date. Your continued use of the Site or Services after revisions take effect constitutes acceptance of the revised Terms.
12. Contact Us
If you have questions about these Terms, please contact us.