Terms of Service

1. Acceptance of Terms

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Service. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the Terms then you may not access the Service.

AegisIQ reserves the right to update and change these Terms at any time without notice. It is your responsibility to check these Terms periodically for changes. Your continued use of the Service following the posting of any changes to these Terms constitutes acceptance of those changes.

2. Definitions

• "Customer" — any company, law firm, fund operator, or organization that has entered into a subscription agreement with AegisIQ and uses the Service to manage corporate records.
• "User" — any individual who accesses the Service under a Customer's subscription, including attorneys, legal ops professionals, fund administrators, company officers, and other authorized personnel.
• "Customer Data" — all data submitted to or generated within the Service by or on behalf of a Customer, including shareholder records, corporate action records, certificate data, documents, and transactional history.
• "Managed Entity" — a corporation, limited liability company, fund, or other legal entity whose stock ledger is administered through the Service by a Customer.
• "Subscription" — a paid or trial access arrangement for use of the Service under a selected plan (Starter, Professional, Corporate, or Enterprise).
• "Approval-First AI" — AegisIQ's AI engine which surfaces compliance-relevant answers from approved, timestamped source records, subject to mandatory human review and approval before any action is executed.
• "Confidential Information" — non-public information disclosed by one party to the other that is designated as confidential or reasonably should be understood to be confidential given its nature and the circumstances of disclosure.
• "Documentation" — AegisIQ's technical and operational documentation made available to Customers for use of the Service.

3. Service Description

AegisIQ provides a compliance-grade digital stock ledger platform that includes the following core capabilities:

• Governance-locked stock class management with board-approved issuance controls and dual-approval workflows
• Verified transfer workflows with document attachment and approval gates before execution
• Certificate lifecycle management — issuance, cancellation, reissuance with unique certificate numbering
• Lost certificate recovery workflows including stop-transfer notation, affidavit collection, bond indemnification documentation, and reissuance
• Entity-scoped access with role-based permissions and no cross-entity data access
• Approval-First AI governance tooling that ties every answer to an entity, timestamp, and source record
• Immutable audit logging with actor, timestamp, document reference, and approval chain
• Record Freshness Engine tying every cap table view to an as-of date and source records
• Point-in-time cap table reporting consistent with Delaware General Corporation Law Section 224 electronic stock ledger requirements

4. Account Registration and Access

4.1 Account Creation

To use the Service, you must create an account by providing accurate, complete, and current information. You agree to update your account information promptly if it changes. AegisIQ reserves the right to reject account applications or suspend accounts that provide false or misleading information.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must immediately notify AegisIQ of any unauthorized access to or use of your account at security@aegisiqstockledger.com. AegisIQ is not liable for any loss or damage arising from your failure to maintain account security.

4.3 Authorized Users

Customers are responsible for managing User access within their subscription, including assigning appropriate roles and entity-level permissions, and promptly deactivating access for Users who no longer require it. Customers must ensure that all Users comply with these Terms.

4.4 Entity-Scoped Access

User access is enforced at the entity level. Customers may not grant Users access to Managed Entities for which they lack a legitimate business need. AegisIQ enforces entity-level access controls at the API layer; however, Customers remain responsible for the appropriateness of access grants made through their administrative accounts.

5. Subscription and Payment

5.1 Subscription Plans

AegisIQ offers the following subscription tiers: Starter ($79/month or $63/month billed annually); Professional ($199/month or $159/month billed annually); Corporate ($599/month or $479/month billed annually); and Enterprise (custom annual contract). Features and entity/user limits vary by plan as described on the AegisIQ pricing page.

5.2 Billing

Subscriptions are billed in advance on a monthly or annual basis, as selected at signup. All payments are processed through Stripe, Inc. By providing payment information, you authorize AegisIQ to charge the applicable subscription fees to your payment method on a recurring basis until you cancel.

5.3 Price Changes

AegisIQ reserves the right to modify subscription pricing with 30 days prior written notice. Price changes will take effect at the start of your next billing period following notice. Your continued use of the Service after the price change takes effect constitutes acceptance of the new pricing.

5.4 Refund Policy

Subscription fees are non-refundable except as required by applicable law. AegisIQ does not provide prorated refunds for partial-month cancellations. Annual subscription fees are non-refundable after the first 14 days following initial purchase.

5.5 Taxes

Subscription fees do not include taxes, levies, duties, or similar governmental assessments. You are responsible for paying all applicable taxes associated with your subscription, excluding taxes on AegisIQ's income.

5.6 Free Trial

AegisIQ may offer a 14-day free trial for new Customers. No credit card is required to begin a free trial. At the end of the trial period, you must provide payment information to continue using the Service. Unused trial periods are forfeited upon upgrade.

6. Customer Responsibilities

Customers are solely responsible for:

• Ensuring that all corporate actions entered into the Service reflect duly authorized board approvals, resolutions, and officer authorizations under applicable corporate law, including the Delaware General Corporation Law (DGCL)
• Accuracy, completeness, and legal sufficiency of all shareholder data, equity records, and documents submitted to the Service
• Compliance with all applicable securities laws, including Regulation D, Section 12(g) of the Exchange Act, and applicable state Blue Sky laws
• Obtaining all necessary consents from shareholders and data subjects for processing their Personal Information through the Service
• Maintaining appropriate board and officer authorization for all corporate actions processed through the Service
• Ensuring that use of the Service does not violate fiduciary duties owed to shareholders, directors, or other stakeholders
• Engaging qualified legal counsel to review all material corporate actions, equity issuances, and compliance matters
• Compliance with all applicable anti-money laundering (AML) and know-your-customer (KYC) obligations for fund operators and regulated entities

7. Acceptable Use Policy

You agree not to use the Service to:

• Violate any applicable law, regulation, or legal obligation, including securities laws, anti-money laundering regulations, or sanctions programs
• Submit false, fraudulent, or misleading shareholder data, corporate records, or documents
• Process unauthorized corporate actions or circumvent required board approval workflows
• Attempt to gain unauthorized access to any portion of the Service, other Customers' data, or AegisIQ's infrastructure
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service
• Use the Service to facilitate the unregistered offer or sale of securities in violation of applicable securities laws
• Transmit malware, viruses, or other harmful code
• Use automated scripts or bots to access the Service in a manner that places unreasonable load on platform infrastructure
• Resell, sublicense, or transfer access to the Service without AegisIQ's prior written consent
• Use the Service for any purpose that AegisIQ reasonably determines to be harmful, unethical, or contrary to the intended use of a compliance-grade corporate governance platform

AegisIQ reserves the right to investigate and, where appropriate, suspend or terminate access for suspected violations of this Acceptable Use Policy.

8. Data Ownership and License

8.1 Customer Data Ownership

Customer retains full legal ownership of all Customer Data. AegisIQ does not claim any ownership rights over Customer Data, Shareholder Data, or Managed Entity records submitted to the Service.

8.2 License Grant to AegisIQ

Customer grants AegisIQ a limited, non-exclusive, non-transferable license to access, process, store, and use Customer Data solely to: provide and operate the Service; maintain audit logs and platform security; comply with applicable legal obligations; and support Customer pursuant to these Terms. This license terminates upon account closure and data deletion subject to applicable retention requirements.

8.3 AegisIQ Platform License to Customer

Subject to Customer's compliance with these Terms and payment of applicable fees, AegisIQ grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the subscription term solely for Customer's internal business purposes.

8.4 Aggregate and Anonymized Data

AegisIQ may use aggregate, de-identified data derived from platform usage — which does not identify any Customer, User, or individual — for product improvement, benchmarking, and service enhancement purposes.

9. Approval-First AI — Terms of Use

The following terms specifically govern use of AegisIQ's Approval-First AI engine:

• Advisory Only: All Approval-First AI outputs are advisory and informational. AI outputs do not constitute legal advice, regulatory guidance, or legally binding corporate determinations.
• Human Approval Required: No corporate action may be executed, no record may be modified, and no document may be submitted solely on the basis of an AI output. All AI outputs require explicit human review and approval by an authorized User.
• Source-Bound: AI outputs are derived exclusively from approved Customer Data within the relevant entity scope. AI outputs do not incorporate external legal databases, regulatory guidance, or third-party information unless explicitly stated.
• No Reliance Without Review: AegisIQ disclaims all liability for corporate governance decisions made in reliance on AI outputs without independent human review and, where appropriate, review by qualified legal counsel.
• AI Query Logging: All AI queries and responses are logged in the entity audit trail. By using the Approval-First AI, you consent to this logging.
• No Training on Customer Data: AegisIQ does not use Customer Data to train, fine-tune, or improve AI models for other Customers or general use without explicit written consent.

10. Record Integrity and DGCL Compliance

AegisIQ maintains system-level audit logs of all transactions and administrative actions. The platform is designed to support electronic stock ledger maintenance consistent with Delaware General Corporation Law Section 224, which authorizes corporations to keep stock ledger records by any information storage device or method that can be converted into clearly legible paper form within a reasonable time.

Customer Remains the Authorized Keeper of the Record: AegisIQ provides the platform infrastructure for maintaining electronic stock ledger records; however, the Customer (and the board of directors of each Managed Entity) bears ultimate legal responsibility for the accuracy, completeness, and legal sufficiency of the corporate records maintained through the Service.

AegisIQ does not warrant that the Service constitutes a legally sufficient stock ledger in any specific jurisdiction. Customers should consult qualified Delaware counsel regarding the legal sufficiency of electronic stock ledger practices for their specific corporate structures.

11. Certificate Lifecycle Management

The Service's certificate lifecycle management features — including issuance, cancellation, transfer, lost certificate recovery, affidavit generation, and reissuance workflows — are provided as operational tools to assist in corporate record management. The following limitations apply:

• Certificates generated through the Service are electronic records. The legal effect of such certificates as physical stock certificates is determined by applicable corporate law and the Managed Entity's governing documents.
• Lost certificate affidavits and indemnification bond documentation generated through the Service are templates and do not constitute legal instruments without proper execution by authorized parties under applicable law.
• Stop-transfer notations processed through the Service are operational platform records and do not replace or supersede any legal obligations to notify transfer agents or record the stop transfer with a state authority.
• Customers are responsible for ensuring that all certificate issuance and transfer transactions processed through the Service reflect valid, duly authorized corporate actions under applicable law.

12. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Neither party shall disclose the other party's Confidential Information to third parties without prior written consent, except as required by law or to perform obligations under these Terms.

Customer Data is deemed Confidential Information of the Customer. AegisIQ platform pricing, technical architecture, and non-public product roadmap information is deemed Confidential Information of AegisIQ.

Confidentiality obligations survive termination of these Terms for a period of five (5) years, except with respect to trade secrets which shall be protected indefinitely.

13. Intellectual Property

The Service and its original content, features, functionality, visual design, source code, algorithms, and platform architecture are and will remain the exclusive property of AegisIQ and its licensors. AegisIQ's trademarks, service marks, trade names, and logos may not be used without prior written consent.

Customer grants AegisIQ a limited license to display Customer's company name and logo solely for the purpose of identifying Customer as an AegisIQ customer in case studies or marketing materials, with Customer's prior written approval for each specific use.

Nothing in these Terms grants Customer any right, title, or interest in the Service platform, AegisIQ's technology, intellectual property, or proprietary methodologies beyond the limited license described in Section 8.3.

14. Service Availability and SLA

AegisIQ targets platform availability of 99.5% measured on a monthly basis, excluding: (a) scheduled maintenance windows announced at least 48 hours in advance; (b) downtime caused by Customer actions, third-party infrastructure failures beyond AegisIQ's reasonable control; and (c) Force Majeure events as defined in Section 23.

AegisIQ maintains a Recovery Point Objective (RPO) of under 1 hour and a Recovery Time Objective (RTO) of under 4 hours for disaster recovery scenarios. Enterprise tier Customers may negotiate custom SLA terms including uptime guarantees, response time commitments, and remedies for service credits.

Scheduled maintenance will be performed during off-peak hours where practicable and announced through platform notifications and Customer email.

15. Security Obligations

AegisIQ implements and maintains reasonable technical and organizational security measures as described in our Privacy Policy and Security Documentation. Customer agrees to: use strong passwords and enable MFA for all administrative accounts; promptly report any suspected security vulnerabilities or unauthorized access to security@aegisiqstockledger.com; not share account credentials among multiple Users; and cooperate with AegisIQ's reasonable security requirements and audit requests.

16. Representations and Warranties

16.1 Customer Representations

Customer represents and warrants that: it has authority to enter into these Terms; its use of the Service will comply with all applicable laws and regulations; it has obtained all necessary consents to submit Personal Information to the Service; all information provided in connection with account registration is accurate; and it will use the Service only for lawful purposes consistent with these Terms.

16.2 AegisIQ Representations

AegisIQ represents and warrants that: it has authority to enter into these Terms and provide the Service; the Service will perform materially in accordance with its documentation under normal use; it will maintain reasonable security safeguards as described in these Terms and its Privacy Policy; and it will comply with applicable law in its operation of the Service.

17. Disclaimers

AegisIQ does not warrant that: the Service will be uninterrupted, error-free, or completely secure; the Service will meet all Customer legal or regulatory requirements in every jurisdiction; Approval-First AI outputs will be accurate, complete, or legally sufficient for any specific purpose; the Service will satisfy all requirements of the Delaware General Corporation Law or any other applicable corporate statute; or that data loss will not occur.

AegisIQ expressly disclaims any representation that the Service constitutes legal advice, investment advice, tax advice, or regulatory compliance guidance. Use of the Service does not create an attorney-client, fiduciary, or advisory relationship between AegisIQ and Customer.

18. Limitation of Liability

Aggregate Liability Cap: Except for gross negligence, willful misconduct, or indemnification obligations arising from AegisIQ's intellectual property infringement, AegisIQ's total aggregate liability to Customer for all claims arising under or relating to these Terms shall not exceed the greater of: (a) the total fees paid by Customer to AegisIQ during the twelve (12) months immediately preceding the event giving rise to the claim; or (b) Five Thousand United States Dollars ($5,000).

The limitations of liability in this Section apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if AegisIQ has been advised of the possibility of such damages. Some jurisdictions do not allow exclusion of implied warranties or limitation of liability for certain types of damages; in those jurisdictions, AegisIQ's liability is limited to the greatest extent permitted by law.

19. Indemnification

Customer agrees to indemnify, defend, and hold harmless AegisIQ and its officers, directors, employees, contractors, agents, licensors, and successors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: Customer's violation of these Terms; Customer's use of the Service in violation of applicable law; Customer Data submitted by Customer that infringes, misappropriates, or violates any third-party right; any claim by a shareholder, data subject, regulator, or third party arising from Customer's corporate governance decisions or actions taken in reliance on the Service; or Customer's failure to obtain required authorizations, consents, or approvals in connection with corporate actions processed through the Service.

AegisIQ agrees to indemnify Customer against claims that the Service itself, as provided by AegisIQ, directly infringes a third party's intellectual property rights, provided that Customer promptly notifies AegisIQ of the claim, cooperates in the defense, and allows AegisIQ to control the defense.

20. Term and Termination

20.1 Term

These Terms commence on the date you first access or use the Service and continue until your subscription is terminated as provided herein.

20.2 Termination by Customer

Customer may terminate its subscription at any time through account settings or by contacting subscribe@aegisiqstockledger.com. Termination takes effect at the end of the current billing period. No refunds are provided for unused subscription periods.

20.3 Termination by AegisIQ

AegisIQ may suspend or terminate Customer's access to the Service immediately upon written notice for: material breach of these Terms that is not cured within 15 days of written notice; failure to pay subscription fees; fraudulent or unlawful use of the Service; or where AegisIQ reasonably believes continued access poses a security risk to the Service or other Customers.

20.4 Effect of Termination

Upon termination: Customer's access to the Service will be revoked; Customer will have 30 days to export Customer Data via platform export tools; after the export window, AegisIQ will securely delete Customer Data subject to applicable legal retention requirements; all outstanding payment obligations remain due; and provisions of these Terms that by their nature should survive termination shall survive, including Sections 8.1, 12, 13, 17, 18, 19, 21, and 22.

21. Dispute Resolution

21.1 Informal Resolution

Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of 30 days following written notice of the dispute.

21.2 Arbitration

If informal resolution fails, disputes shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in Wilmington, Delaware. The arbitrator shall have authority to award any remedy available at law or in equity. The arbitration award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

21.3 Class Action Waiver

Each party waives its right to participate in a class action lawsuit or class-wide arbitration. All disputes must be brought in the parties' individual capacities and not as a plaintiff or class member in any purported class or representative proceeding.

21.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including in connection with intellectual property infringement, data security incidents, or breach of confidentiality obligations.

22. Delaware Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Subject to the arbitration agreement in Section 21, any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Wilmington, Delaware, and the parties hereby consent to the personal and exclusive jurisdiction and venue of such courts.

The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. The Uniform Computer Information Transactions Act as enacted in any jurisdiction is also expressly excluded.

23. General Provisions

23.1 Entire Agreement

These Terms, together with any executed Order Form, Enterprise Agreement, or Data Processing Agreement, constitute the entire agreement between the parties with respect to the Service and supersede all prior and contemporaneous agreements, representations, and understandings.

23.2 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

23.3 Waiver

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of future enforcement of that provision.

23.4 Assignment

Customer may not assign these Terms or any rights or obligations hereunder without AegisIQ's prior written consent. AegisIQ may assign these Terms in connection with a merger, acquisition, asset sale, or reorganization. These Terms are binding on permitted assigns.

23.5 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, power or internet outages, labor disputes, or other force majeure events, provided the affected party provides prompt written notice and uses commercially reasonable efforts to mitigate the impact.

23.6 Notices

Notices under these Terms shall be in writing and delivered by email to the addresses on file or by certified mail to AegisIQ's registered address. Email notices are effective upon confirmation of delivery.

23.7 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights, including rights for shareholders of Managed Entities.

24. Contact Information