Terms of Service

For purposes of these Terms:

“AdvisorClaw” or the “Software” means the agentic software environment, code, scripts, configurations, prompts, templates, documentation, open-source components, and related materials made available by IDX.

“Customer,” “User,” “you,” or “your” means the individual or entity accepting these Terms, including any Registered Investment Adviser, broker-dealer, regulated entity, firm, employee, contractor, officer, director, representative, administrator, or other authorized user.

“Customer Infrastructure” or “Infrastructure” means any DigitalOcean droplet, virtual private server, cloud account, hosting environment, local server, on-premises environment, storage system, database, model-provider account, API account, network, endpoint, or other infrastructure used to deploy, run, access, store, transmit, or operate AdvisorClaw, whether provisioned directly by you, configured with IDX implementation assistance, or otherwise made available for your use.

“Implementation Assistance” means any limited consulting, configuration, setup, deployment, onboarding, documentation, training, or related non-hosting assistance provided by IDX in connection with AdvisorClaw.

“Customer Data” means all data, prompts, inputs, outputs, files, workspaces, memory, logs, configurations, credentials, client information, personal information, regulated records, confidential information, financial information, and other content stored, processed, transmitted, generated, or accessed in or through Customer Infrastructure or AdvisorClaw.

“Personal Data” means any information relating to an identified or identifiable person, including personal information, personally identifiable information, nonpublic personal information, client data, financial information, regulated data, or similar information under applicable privacy, data protection, securities, financial services, or consumer protection laws.

“Confidential Information” has the meaning given in Section 20.

2.1 Binding Acceptance. By checking the box and clicking “I Accept,” or by accessing, receiving, downloading, deploying, operating, or otherwise using AdvisorClaw, you confirm that you have read, understood, and agree to these Terms.

2.2 Firm Authority. If you accept on behalf of a firm, RIA, broker-dealer, financial institution, corporation, partnership, limited liability company, or other entity, you represent, warrant, and covenant that you have full legal authority to bind that entity and all personnel who access or use AdvisorClaw.

2.3 Chief Compliance Officer Review. If you are a regulated financial services entity, you further represent and warrant that your Chief Compliance Officer or equivalent compliance authority has reviewed and approved your acceptance of these Terms and your use of AdvisorClaw.

2.4 Timestamped Records. IDX may maintain timestamped records of acceptance of these Terms and any related policy, addendum, or update. Such records may be retained indefinitely for evidentiary, legal, compliance, and enforcement purposes.

2.5 Mandatory Acceptance. Acceptance of these Terms is mandatory to complete onboarding, receive access, receive implementation assistance, deploy AdvisorClaw, or use AdvisorClaw.

3.1 Not SaaS; Not Hosted; Not Managed. AdvisorClaw is not a software-as-a-service offering, hosted service, managed service, managed software platform, cloud service, outsourced technology service, compliance service, data processing service, or ongoing operational service. IDX does not operate, host, monitor, secure, maintain, back up, supervise, administer, or control any production environment on your behalf.

3.2 Customer-Controlled DigitalOcean Droplets and Infrastructure. AdvisorClaw is intended to be deployed onto Customer Infrastructure, including DigitalOcean droplets or other third-party cloud, hosting, VPS, or on-premises infrastructure. Whether the droplet or other infrastructure is provisioned directly by you, provisioned with IDX assistance, configured by IDX at your direction, or handed off to you after implementation, it is and remains Customer Infrastructure under your sole responsibility.

3.3 Implementation Assistance Is Not SaaS. IDX may provide Implementation Assistance, including helping configure, install, or deploy AdvisorClaw on a DigitalOcean droplet or other Customer Infrastructure. Any such assistance is provided solely as consulting, implementation, onboarding, configuration, documentation, training, or related non-hosting assistance. It does not convert AdvisorClaw into SaaS, a hosted service, a managed service, a data processing service, a vendor service, an outsourced compliance service, or an ongoing operational obligation of IDX.

3.4 Monthly or Recurring Fees. Any monthly, recurring, or other fee paid to IDX is consideration for consulting, implementation, configuration, access facilitation, documentation, onboarding, training, updates, advisory support, or other non-hosting services, unless a separate written agreement expressly states otherwise. No fee shall be construed as payment for IDX to host, operate, maintain, monitor, secure, administer, back up, process data within, or provide compliance oversight for Customer Infrastructure or AdvisorClaw.

3.5 No Operational Support Obligation. IDX has no obligation to operate, troubleshoot, restore, recover, secure, monitor, patch, update, supervise, support, maintain, or back up any droplet, deployment, environment, agent, workspace, file, model-provider account, API account, third-party account, cloud account, database, operating system, package, dependency, credential, log, output, or third-party service used by you in connection with AdvisorClaw, except to the limited extent expressly set forth in a separate signed written agreement.

3.6 No Agency. IDX is not your agent, fiduciary, investment adviser, broker-dealer, solicitor, compliance consultant, outsourced technology provider, data processor, service provider, managed service provider, or vendor for purposes of any law, regulation, professional rule, fiduciary duty, privacy law, securities law, or financial services regulation. Any assistance IDX provides is performed solely as limited implementation consulting at your direction.

3.7 Customer Direction and Control. You acknowledge that all deployment, configuration, access, security, privacy, compliance, operational, and use decisions are made by you or on your behalf and are your sole responsibility. IDX does not assume responsibility for determining whether AdvisorClaw, any DigitalOcean droplet, any model provider, any configuration, any security setting, any output, or any workflow is suitable, compliant, secure, accurate, complete, or appropriate for your intended use.

4.1 Sole Responsibility for Infrastructure. You are solely responsible for Customer Infrastructure, including provisioning, ownership, account administration, billing, networking, DNS, firewalls, TLS, domains, operating systems, hardening, package management, access controls, secrets management, key management, API keys, SSH keys, monitoring, logging, backups, snapshots, retention, deletion, disaster recovery, incident response, vulnerability management, patching, data residency, and all physical, administrative, technical, and operational security.

4.2 DigitalOcean and Third-Party Accounts. You are solely responsible for all relationships with DigitalOcean or any other cloud, hosting, model, API, data, analytics, infrastructure, or third-party provider. IDX does not control DigitalOcean, any other hosting provider, OpenAI, Anthropic, any model provider, any package registry, any open-source dependency, any API provider, or any other third party. Your use of each third party is governed solely by that third party’s terms, policies, fees, security practices, and compliance obligations.

4.3 Droplet Handoff. Upon handoff, delivery of credentials, delivery of access instructions, or your first access to the droplet or Customer Infrastructure, whichever occurs first, you assume all responsibility for the droplet, Software, configurations, credentials, data, security posture, compliance status, and ongoing operation. Any failure by you to inspect, test, secure, modify, disable, patch, rotate credentials, back up, monitor, or decommission the droplet is solely your responsibility.

4.4 Credential Rotation and Revocation. If IDX creates, uses, receives, configures, or temporarily accesses any credentials, SSH keys, API keys, tokens, passwords, admin accounts, model-provider keys, service accounts, private keys, secrets, or similar items during implementation, you are solely responsible for promptly rotating, revoking, replacing, disabling, limiting, and securing them after handoff. Failure to do so is solely at your risk. IDX disclaims all liability for any loss, exposure, misuse, compromise, unauthorized access, data loss, account misuse, cost overrun, regulatory issue, or other harm arising from any credential, key, token, account, or secret.

4.5 Temporary Implementation Access. To the extent IDX receives or uses access to Customer Infrastructure for implementation, configuration, testing, troubleshooting, or handoff, such access is temporary, Customer-authorized, Customer-directed, and solely for Implementation Assistance. IDX has no obligation to retain, monitor, revoke, audit, preserve, supervise, or continue such access. Any incidental visibility into configuration settings, logs, IP addresses, deployment outputs, system messages, or other information during implementation does not make IDX a host, operator, processor, service provider, vendor, fiduciary, compliance provider, or managed service provider.

4.6 No Continuing Access Representation. IDX does not represent or warrant that it lacks technical ability to access any environment where you have failed to rotate credentials, remove keys, revoke accounts, change passwords, update firewall rules, or otherwise secure the environment after handoff. You are solely responsible for ensuring that IDX and all other persons are removed, limited, or disabled from any access you do not want them to have.

4.7 No Backup or Recovery Obligation. IDX is not responsible for backing up, restoring, retaining, exporting, archiving, or recovering any Customer Data, Customer Infrastructure, droplet, configuration, database, file, log, prompt, output, memory, or workspace.

4.8 No Security Monitoring. IDX is not responsible for monitoring Customer Infrastructure for vulnerabilities, intrusion, malware, misuse, failed login attempts, unusual activity, data leakage, credential compromise, model abuse, prompt injection, regulatory records, unauthorized access, or any other security or compliance issue.

5.1 Limited License. Subject to these Terms and any third-party open-source licenses that apply to underlying components, IDX grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use AdvisorClaw solely for lawful internal business purposes under these Terms.

5.2 Licensed, Not Sold. AdvisorClaw is licensed, not sold. IDX retains all right, title, and interest in and to AdvisorClaw and all related intellectual property, proprietary methods, documentation, code, configurations, prompts, templates, designs, business methods, processes, workflows, know-how, and materials, except to the extent third-party open-source components are governed by their own licenses.

5.3 Open-Source Components. AdvisorClaw may include or interoperate with open-source software. You are solely responsible for complying with applicable open-source licenses. IDX makes no representation or warranty regarding open-source components and disclaims all liability arising from them.

5.4 Updates and Beta Features. IDX may, at its sole discretion, provide updates, patches, beta features, experimental functionality, templates, documentation, or configuration changes. All such items are provided “AS IS,” may be modified or discontinued at any time, and do not create any obligation to update, maintain, support, secure, monitor, or operate your deployment.

5.5 No Implied Rights. No rights are granted except as expressly stated in these Terms. All rights not expressly granted are reserved by IDX.

You are solely and exclusively responsible for, and assume all risk associated with, every aspect of your access to and use of AdvisorClaw, including without limitation:

• (a) selecting, provisioning, configuring, securing, patching, backing up, monitoring, maintaining, and decommissioning Customer Infrastructure;
• (b) installing, configuring, updating, and operating all operating systems, runtimes, packages, agents, models, databases, dependencies, libraries, APIs, scripts, and third-party software;
• (c) implementing security best practices, including access control, identity management, multifactor authentication, network segmentation, encryption at rest and in transit, secrets management, logging, monitoring, vulnerability management, intrusion detection, endpoint security, incident response, and disaster recovery;
• (d) maintaining and verifying backups, snapshots, exports, archives, logs, audit trails, and recovery procedures;
• (e) selecting, configuring, and managing model providers, API providers, cloud providers, billing accounts, usage limits, rate limits, acceptable-use compliance, and third-party contractual obligations;
• (f) determining whether AdvisorClaw is suitable for any intended use, including any regulated, professional, fiduciary, advisory, investment, legal, tax, accounting, medical, financial, compliance, or safety-critical workflow;
• (g) ensuring compliance with all applicable laws, regulations, professional rules, fiduciary duties, licensure requirements, privacy and data protection laws, cybersecurity rules, recordkeeping obligations, advertising and marketing rules, export controls, sanctions, contractual obligations, and third-party rights;
• (h) reviewing, verifying, supervising, approving, retaining, and taking responsibility for all prompts, inputs, outputs, recommendations, files, workspaces, configurations, logs, decisions, communications, filings, actions, and omissions;
• (i) all use by your employees, contractors, officers, directors, representatives, clients, administrators, agents, and authorized or unauthorized users;
• (j) all costs, fees, charges, penalties, overages, third-party bills, cloud usage charges, model-provider usage charges, account fees, taxes, and expenses arising from Customer Infrastructure or AdvisorClaw use.

Except as expressly permitted by these Terms or any applicable open-source license, you agree not to:

• (a) copy, modify, distribute, sell, rent, lease, sublicense, commercialize, or exploit AdvisorClaw in a manner inconsistent with these Terms or applicable licenses;
• (b) reverse engineer, decompile, disassemble, or attempt to derive source code from any portion of AdvisorClaw not provided as open source for that purpose;
• (c) remove, obscure, or alter proprietary notices, legal notices, copyright notices, trademarks, attribution, or license terms;
• (d) interfere with or disrupt IDX systems, networks, websites, endpoints, onboarding systems, or other users;
• (e) use bots, scrapers, automated scripts, abuse patterns, or excessive requests against IDX-operated endpoints except through documented public APIs and within stated limits;
• (f) use AdvisorClaw in violation of any law, regulation, rule, third-party right, contract, professional obligation, or fiduciary duty;
• (g) make any false, misleading, deceptive, or unsubstantiated statement about AdvisorClaw, IDX, AI capabilities, outputs, compliance, supervision, safety, security, performance, or regulatory approval;
• (h) upload, input, transmit, or make available to IDX any client PII, regulated records, confidential financial information, nonpublic personal information, or other sensitive Customer Data except as expressly requested by IDX in writing for a limited purpose;
• (i) use AdvisorClaw to create, support, or automate unlawful, deceptive, fraudulent, manipulative, abusive, harassing, infringing, or harmful conduct.

8.1 No Professional Advice. IDX provides no investment, trading, legal, tax, accounting, compliance, regulatory, cybersecurity, privacy, medical, financial planning, fiduciary, or other professional advice. All information, outputs, templates, scripts, prompts, model responses, documentation, onboarding guidance, and Implementation Assistance are provided for informational, educational, technical, or consulting purposes only.

8.2 No Fiduciary Relationship. IDX is not your advisor, agent, broker-dealer, investment adviser, solicitor, fiduciary, custodian, compliance officer, legal counsel, tax adviser, accountant, cybersecurity provider, managed service provider, vendor, processor, or service provider. No use of AdvisorClaw and no Implementation Assistance creates any such relationship.

8.3 Customer Decisions. You and your firm alone are responsible for every decision, recommendation, communication, document, filing, investment action, client interaction, marketing statement, compliance determination, supervisory determination, operational act, or omission connected to AdvisorClaw.

8.4 No Reliance. You agree not to rely on IDX, AdvisorClaw, any AI output, or any Implementation Assistance as a substitute for your own professional judgment, regulatory analysis, compliance review, legal advice, cybersecurity review, or supervisory obligations.

9.1 AI Output. AdvisorClaw may produce content generated by large language models, machine-learning systems, agentic workflows, retrieval tools, APIs, scripts, automations, or other software. Such output may be inaccurate, incomplete, outdated, biased, fabricated, misleading, non-compliant, insecure, offensive, or otherwise unreliable.

9.2 Human Review Required. You are solely responsible for reviewing, verifying, supervising, testing, approving, and retaining all outputs before relying on them, sharing them, filing them, publishing them, sending them to clients, using them in marketing, using them in regulated workflows, or taking any action based on them.

9.3 Agentic Actions. Agentic systems may take actions, call tools, interact with files, generate code, query APIs, modify content, or produce unexpected results. You are solely responsible for configuring, limiting, monitoring, supervising, and approving all agentic workflows and all consequences of such workflows.

9.4 No Guarantee of Accuracy or Compliance. IDX does not warrant or guarantee that any prompt, output, workflow, script, recommendation, summary, analysis, citation, retrieval result, automation, or agentic action is accurate, complete, secure, compliant, lawful, timely, unbiased, or appropriate.

9.5 Assumption of AI Risk. You acknowledge the inherent risks of AI tools, including hallucinations, bias, privacy leakage, prompt injection, data contamination, tool misuse, cybersecurity vulnerabilities, regulatory scrutiny, inaccurate citations, misleading summaries, and inappropriate automation. You assume all such risks and release IDX from all related claims.

10.1 Regulated Entity Status. You represent, warrant, and covenant that if you are, or are acting on behalf of, an RIA, broker-dealer, investment adviser, financial adviser, financial institution, or other regulated entity, you are subject to oversight by the SEC, FINRA, state securities regulators, or equivalent authorities, and you have full authority to bind your firm to these Terms.

10.2 Securities Law Compliance. You represent, warrant, and covenant that all use of AdvisorClaw will comply strictly with applicable federal and state securities laws, regulations, and rules, including the Investment Advisers Act of 1940, the Securities Exchange Act of 1934, FINRA rules, state securities laws, fiduciary duties, supervision rules, recordkeeping rules, advertising and marketing rules, cybersecurity obligations, privacy obligations, and any other applicable regulatory obligations.

10.3 No IDX Compliance Responsibility. You acknowledge that AdvisorClaw is provided strictly on an “AS IS” basis with no support, hosting, monitoring, supervision, validation, or oversight by IDX, and that IDX assumes no responsibility for your regulatory compliance.

10.4 Supervision and Oversight. You are solely responsible for implementing and maintaining a reasonably designed supervisory system, including Written Supervisory Procedures under FINRA Rule 3110 or any equivalent requirement, tailored to your use of AdvisorClaw. This includes human review and approval of all outputs, testing for accuracy, hallucinations, bias, recordkeeping, cybersecurity, marketing compliance, and ongoing monitoring. IDX provides no supervision, validation, compliance tool, or regulatory approval.

10.5 Recordkeeping. You are solely responsible for maintaining complete, accurate, accessible, and compliant books and records of all AdvisorClaw inputs, outputs, prompts, configurations, workflows, approvals, logs, audit trails, communications, and related activities as required by SEC Rule 204-2, SEA Rules 17a-3 and 17a-4, FINRA Rule 4511, or any other applicable rule. You bear all costs and risks associated with such recordkeeping.

10.6 Fiduciary and Best Interest Duties. AdvisorClaw outputs do not relieve you of fiduciary duties, Regulation Best Interest obligations, suitability obligations, duty of care, duty of loyalty, disclosure obligations, supervisory obligations, or any duty to act in the best interests of clients. You must independently verify all outputs and exercise your own professional judgment.

10.7 No Recommendation or Endorsement by IDX. Use of AdvisorClaw does not constitute or imply any recommendation, advice, approval, validation, endorsement, supervision, or compliance determination by IDX.

10.8 AI Washing and Misleading Statements. You shall not make any false, misleading, deceptive, exaggerated, or unsubstantiated claims about AdvisorClaw, IDX, AI capabilities, automation, compliance, performance, safety, accuracy, supervision, regulatory approval, cybersecurity, or your use of AdvisorClaw in any marketing, client communication, offering material, Form ADV, CRS, website, social media post, advertisement, due diligence response, RFP, pitch deck, regulatory filing, or public statement.

10.9 Vendor and Tool Oversight. You are solely responsible for due diligence, risk assessment, approval, vendor-management classification, cybersecurity review, model-risk review, privacy review, compliance review, and ongoing oversight of AdvisorClaw as a tool used by your firm. You must update your policies, procedures, disclosures, training, controls, and reviews as appropriate. IDX does not assume any vendor, processor, service provider, or outsourced compliance role.

10.10 Regulatory Inquiry Notice. You shall promptly notify IDX in writing of any regulatory inquiry, examination, subpoena, investigation, enforcement action, client complaint, lawsuit, arbitration, or threatened claim involving AdvisorClaw, AI-generated outputs, Customer Infrastructure, or your use of the Software. IDX has no obligation to assist, respond, appear, produce documents, preserve data, provide testimony, or incur expense.

10.11 Training. You represent and warrant that all authorized users have been trained on appropriate use of AdvisorClaw, AI risks, data handling, privacy, cybersecurity, recordkeeping, compliance obligations, and these Terms.

11.1 Customer Is Sole Controller. You are the sole controller, business, owner, operator, and responsible party for all Customer Data and all Personal Data processed in or through AdvisorClaw or Customer Infrastructure.

11.2 IDX Is Not a Processor. IDX is not a processor, service provider, vendor, subprocessor, business associate, custodian, managed service provider, data host, or data operator with respect to Customer Data or Personal Data processed in Customer Infrastructure or AdvisorClaw. No data processing relationship is created with respect to your deployments, prompts, inputs, outputs, memory, workspaces, files, logs, client data, regulated records, or Personal Data.

11.3 Limited IDX Data. IDX may collect limited information directly through its websites, onboarding processes, marketing, communications, license administration, acceptance logging, or other IDX-operated systems. Such information may include firm name, contact name, email, phone number, title, RIA or firm details, voluntarily submitted onboarding information, timestamped acceptance records, IP address, browser and device information, referring URLs, pages visited, anonymous analytics, cookies or similar technologies, inquiries, emails, and limited support or implementation communications.

11.4 No Customer Deployment Visibility. Except for temporary, Customer-authorized implementation access under Section 4.5, IDX does not host, operate, monitor, store, process, or have ongoing visibility into Customer deployments, prompts, inputs, outputs, memory, configurations, client data, regulated records, or Personal Data processed in AdvisorClaw.

11.5 Customer Data Must Not Be Sent to IDX. You shall not upload, input, transmit, email, disclose, or otherwise make available to IDX any client PII, nonpublic personal information, confidential client data, regulated records, financial information, protected data, or other sensitive Customer Data unless IDX expressly requests such information in writing for a limited purpose. If you provide such information without written request, you do so at your sole risk and remain solely responsible for all consequences.

11.6 Customer Privacy Compliance. You are solely responsible for compliance with all privacy, data protection, cybersecurity, consumer protection, and financial privacy laws and rules, including Regulation S-P, GDPR, CCPA/CPRA, state privacy laws, data breach notification laws, financial services privacy rules, contractual privacy commitments, and any client consents or notices required for use of AdvisorClaw.

11.7 Customer Security Measures. You represent, warrant, and covenant that you have implemented and will maintain appropriate technical, administrative, physical, and organizational measures, policies, procedures, training, access controls, encryption, monitoring, logging, incident response, breach response, and vendor oversight for all Customer Data and Customer Infrastructure.

11.8 Data Subject Requests. You are solely responsible for responding to all data subject requests, consumer privacy requests, client requests, deletion requests, access requests, correction requests, portability requests, opt-out requests, regulator requests, and similar obligations related to Customer Data or Customer Infrastructure. IDX has no ability or obligation to assist with data in Customer Infrastructure. IDX may provide reasonable assistance only for limited data it directly controls, subject to reimbursement of all costs and these Terms’ liability limitations.

11.9 Security Incidents and Breach Notification. You are solely responsible for security, breach prevention, breach detection, incident response, investigation, remediation, notification, regulatory reporting, client communication, and all related obligations for Customer Infrastructure and Customer Data. IDX has no access obligation and assumes no responsibility for such matters. For any limited data IDX directly holds in IDX-operated systems, IDX will notify you without undue delay of a confirmed security incident affecting that data where required by law.

11.10 Audits. You may not audit IDX systems, code, processes, controls, infrastructure, software, deployments, or operations except as required by applicable law and only upon reasonable advance written notice, at your sole expense, subject to IDX security, confidentiality, legal, and operational requirements. Any audit is strictly limited to IDX’s limited website and onboarding data practices. No audit of AdvisorClaw code, IDX proprietary materials, deployments, customer environments, security architecture, or implementation methods is permitted except as expressly required by law.

11.11 Return or Deletion. You are solely responsible for managing, retaining, deleting, exporting, backing up, archiving, or destroying all data in Customer Infrastructure and AdvisorClaw deployments. Upon termination of access to IDX-operated onboarding or licensing systems, IDX may delete limited onboarding data it controls in accordance with its retention practices, except that IDX may retain acceptance logs and other information as necessary for legal, evidentiary, compliance, enforcement, or legitimate business purposes.

11.12 No Sale of Personal Information. IDX does not sell or rent limited personal information collected through IDX-operated onboarding or website systems and does not share such information for third-party marketing.

11.13 Limited Uses of IDX-Collected Data. IDX may use limited information it directly collects to process onboarding, verify legal acceptances, administer licenses, respond to inquiries, provide limited implementation communications, perform internal analytics, maintain website security, prevent fraud, comply with law, send mandatory notices, enforce these Terms, and protect IDX rights.

11.14 Limited Disclosures by IDX. IDX may disclose limited information it directly collects to service providers under confidentiality obligations, to comply with law, regulation, subpoena, court order, or government request, including SEC or FINRA requests, in connection with a merger, acquisition, financing, restructuring, sale, or corporate transaction, or to enforce these Terms and protect IDX rights.

11.15 No Automated Legal Decisions. IDX does not use limited onboarding or website data for automated decision-making with legal or similarly significant effects, profiling, or sale of personal information.

11.16 Rights and Choices. Subject to applicable law, you may request access, correction, or deletion of personal information IDX directly controls by contacting IDX. IDX may verify requests and may retain information as required or permitted for legal, evidentiary, compliance, enforcement, security, or legitimate business purposes. IDX does not honor Do Not Track signals at this time.

11.17 Children. IDX-operated websites, onboarding systems, and AdvisorClaw are not intended for persons under 18. You shall not permit persons under 18 to use AdvisorClaw.

11.18 International Transfers. IDX is based in the United States. Limited information collected directly by IDX may be processed in the United States or other jurisdictions. By using IDX-operated websites, onboarding systems, or related services, you consent to such transfers. IDX assumes no additional liability for international transfers.

11.19 Privacy Updates. IDX may update its privacy practices and these Terms at any time. Continued use after updates constitutes acceptance.

11.20 Privacy and Data Indemnity. You agree to defend, indemnify, and hold harmless IDX from and against all claims, damages, losses, liabilities, fines, penalties, costs, and expenses, including attorneys’ fees, arising from Customer Data, your processing of Personal Data, your breach of privacy or data protection laws, any security incident in Customer Infrastructure, any regulatory action related to AdvisorClaw use, or any claim that IDX is responsible for data handling, security, privacy, breach response, or compliance in Customer Infrastructure.

12.1 Infrastructure and Software Risk. You understand and accept that operating server infrastructure, agentic software, AI tools, model-provider integrations, self-hosted software, and cloud-hosted droplets is inherently risky. Risks include misconfiguration, security vulnerabilities, exploits, credential leakage, supply-chain compromise, malware, prompt injection, tool misuse, agentic error, data loss, data corruption, outages, unauthorized access, insider misuse, third-party service failure, excessive usage charges, regulatory noncompliance, loss of records, and complete loss of data, assets, or environments.

12.2 Third-Party Services. IDX does not control DigitalOcean, any other cloud provider, hosting provider, model provider, API provider, blockchain, validator, smart contract, package registry, open-source project, analytics provider, email provider, domain registrar, certificate authority, or other third-party service. Your interactions with third parties are entirely at your own risk and governed by their own terms.

12.3 Sole Responsibility. You are fully responsible for all uses, configurations, actions, transactions, signatures, prompts, outputs, records, decisions, communications, filings, recommendations, and consequences resulting from AdvisorClaw, Customer Infrastructure, or any related third-party service.

12.4 No IDX Responsibility for Loss. IDX is not responsible for any loss of data, value, digital assets, opportunity, revenue, profit, goodwill, reputation, business, client relationship, regulatory status, license, records, or infrastructure arising from AdvisorClaw, Customer Infrastructure, Implementation Assistance, AI outputs, or third-party services.

13.1 AS IS. ADVISORCLAW, THE SOFTWARE, IMPLEMENTATION ASSISTANCE, DOCUMENTATION, TEMPLATES, PROMPTS, CONFIGURATIONS, UPDATES, AND ALL RELATED MATERIALS ARE PROVIDED STRICTLY “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. USE IS AT YOUR SOLE RISK.

13.2 No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IDX DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, SECURITY, NON-INFRINGEMENT, QUIET ENJOYMENT, AVAILABILITY, DATA INTEGRITY, REGULATORY COMPLIANCE, PROFESSIONAL SUITABILITY, OR WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE.

13.3 No Operational Warranty. IDX DOES NOT WARRANT THAT ADVISORCLAW, CUSTOMER INFRASTRUCTURE, ANY DIGITALOCEAN DROPLET, ANY MODEL PROVIDER, ANY API, ANY DEPENDENCY, ANY OUTPUT, OR ANY CONFIGURATION WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPLIANT, ACCURATE, CURRENT, FREE OF VULNERABILITIES, FREE OF HARMFUL COMPONENTS, COMPATIBLE WITH ANY ENVIRONMENT, OR FIT FOR ANY PARTICULAR USE.

13.4 No Results Guarantee. IDX does not guarantee any outcome, productivity gain, cost saving, compliance result, regulatory approval, profit, yield, return, accuracy rate, business benefit, client benefit, supervisory result, recordkeeping result, security result, or performance result.

13.5 No Security Warranty. IDX does not warrant that Customer Infrastructure, AdvisorClaw, any droplet, any credentials, any third-party service, any open-source component, or any implementation is secure.

13.6 No Compliance Warranty. IDX does not warrant that AdvisorClaw or your use of it satisfies any law, regulation, fiduciary duty, regulatory rule, examination requirement, audit requirement, recordkeeping obligation, privacy law, cybersecurity rule, advertising rule, or professional standard.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY IRREVOCABLY RELEASE, WAIVE, AND FOREVER DISCHARGE IDX, ITS AFFILIATES, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, SERVICE PROVIDERS, SUCCESSORS, ASSIGNS, AND REPRESENTATIVES FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LOSSES, LIABILITIES, COSTS, EXPENSES, ACTIONS, CAUSES OF ACTION, OR RIGHTS OF ANY KIND—KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED—ARISING OUT OF OR RELATING TO ADVISORCLAW, THE SOFTWARE, IMPLEMENTATION ASSISTANCE, CUSTOMER INFRASTRUCTURE, CUSTOMER DATA, AI OUTPUTS, THIRD-PARTY SERVICES, OR THESE TERMS, INCLUDING WITHOUT LIMITATION:

• (a) loss, corruption, exposure, misuse, unauthorized access, or destruction of data, files, memory, workspaces, records, logs, outputs, prompts, digital assets, credentials, accounts, or environments;
• (b) compromise, vulnerability, misconfiguration, outage, downtime, malware, exploit, breach, or unauthorized access affecting Customer Infrastructure, DigitalOcean droplets, software stacks, model-provider accounts, API accounts, cloud accounts, or third-party services;
• (c) errors, bugs, vulnerabilities, hallucinations, bias, inaccurate outputs, incomplete outputs, misleading outputs, or unexpected behavior in AdvisorClaw, AI systems, agents, scripts, dependencies, or third-party tools;
• (d) actions, omissions, downtime, negligence, breach, failure, policy changes, price changes, or account restrictions by DigitalOcean, model providers, cloud providers, hosting providers, API providers, open-source projects, or other third parties;
• (e) regulatory actions, examinations, investigations, fines, sanctions, penalties, subpoenas, client complaints, enforcement actions, lawsuits, arbitrations, inquiries, or changes in law;
• (f) decisions, communications, recommendations, advice, marketing materials, client communications, disclosures, filings, records, reports, or actions made by you, your personnel, your agents, or any system operating on Customer Infrastructure;
• (g) any privacy, data protection, cybersecurity, breach notification, recordkeeping, supervision, fiduciary, Reg BI, marketing, advertising, vendor oversight, or compliance issue;
• (h) any indirect, incidental, consequential, special, punitive, exemplary, multiplied, lost-profit, lost-revenue, lost-opportunity, lost-goodwill, reputational, business-interruption, or data-loss damages.

YOU EXPRESSLY WAIVE ANY RIGHT TO SUE, SEEK DAMAGES, SEEK EQUITABLE RELIEF, ASSERT CLAIMS, OR PARTICIPATE IN ANY CLASS ACTION, REPRESENTATIVE ACTION, ARBITRATION, MEDIATION, LITIGATION, OR OTHER FORM OF DISPUTE RESOLUTION AGAINST IDX OR ITS AFFILIATES, EXCEPT TO THE EXTENT SUCH WAIVER IS PROHIBITED BY APPLICABLE LAW. YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF ADVISORCLAW.

15.1 Absolute Cap. IN NO EVENT SHALL IDX’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, ADVISORCLAW, THE SOFTWARE, IMPLEMENTATION ASSISTANCE, CUSTOMER INFRASTRUCTURE, CUSTOMER DATA, AI OUTPUTS, THIRD-PARTY SERVICES, PRIVACY, DATA SECURITY, REGULATORY COMPLIANCE, OR ANY RELATED MATTER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, EQUITY, OR OTHERWISE, EXCEED ONE U.S. DOLLAR (US $1.00).

15.2 No Excluded Damages. IN NO EVENT SHALL IDX BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, MULTIPLIED, LOST-PROFIT, LOST-REVENUE, LOST-OPPORTUNITY, LOST-GOODWILL, LOST-DATA, BUSINESS-INTERRUPTION, REPUTATIONAL, REGULATORY, CLIENT-CLAIM, SECURITY, PRIVACY, OR THIRD-PARTY DAMAGES.

15.3 Time Bar. Any alleged claim, demand, action, or proceeding must be brought within thirty (30) days of the event giving rise to it or be permanently and forever barred.

15.4 Essential Basis of Bargain. The exclusions, disclaimers, waivers, releases, indemnities, and limitations in these Terms are fundamental conditions of access to AdvisorClaw and Implementation Assistance. IDX would not provide AdvisorClaw, access, onboarding, implementation, documentation, or related assistance in their absence.

15.5 Maximum Application. The limitations in these Terms apply even if any remedy fails of its essential purpose and even if IDX was advised of the possibility of damages.

16.1 General Indemnity. You agree to fully defend, indemnify, and hold harmless IDX, its affiliates, members, officers, directors, employees, agents, contractors, licensors, service providers, successors, assigns, and representatives from and against any and all claims, damages, losses, liabilities, fines, penalties, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• (a) your access to or use of AdvisorClaw;
• (b) Customer Infrastructure, including DigitalOcean droplets or any software, data, credential, account, configuration, or dependency running on it;
• (c) Customer Data or Personal Data;
• (d) your violation of these Terms;
• (e) your violation of any law, regulation, professional rule, fiduciary duty, contractual obligation, license, third-party right, privacy obligation, cybersecurity obligation, recordkeeping obligation, marketing rule, or securities law;
• (f) any content, data, prompt, input, output, recommendation, communication, filing, record, decision, or action generated, stored, transmitted, published, used, relied upon, or acted upon by you, your personnel, your clients, your agents, or AdvisorClaw;
• (g) any regulatory compliance failure, client complaint, lawsuit, arbitration, enforcement action, examination, inquiry, or investigation connected to AdvisorClaw;
• (h) any claim arising from AI-generated outputs or decisions based on them;
• (i) any security incident, breach, unauthorized access, credential compromise, data loss, data exposure, or failure of Customer Infrastructure;
• (j) your representations or statements regarding AdvisorClaw, IDX, AI capabilities, compliance, supervision, accuracy, performance, or security;
• (k) your breach of confidentiality obligations.

16.2 Survival. Your indemnification obligations survive termination, discontinuation of use, deletion of deployments, expiration of any license, and any update to these Terms.

16.3 Control of Defense. IDX may control the defense and settlement of any indemnified matter at your expense. You shall cooperate fully and shall not settle any matter in a manner that imposes obligations on IDX, admits fault by IDX, or limits IDX rights without IDX’s prior written consent.

17.1 Customer Waiver of Recourse. YOU EXPRESSLY AGREE THAT YOU HAVE NO RIGHT TO BRING, MAINTAIN, PARTICIPATE IN, OR RECOVER UPON ANY CLAIM, DISPUTE, ACTION, LAWSUIT, ARBITRATION, MEDIATION, CLASS ACTION, REPRESENTATIVE ACTION, OR OTHER PROCEEDING AGAINST IDX OR ITS AFFILIATES ARISING OUT OF OR RELATING TO THESE TERMS, ADVISORCLAW, IMPLEMENTATION ASSISTANCE, CUSTOMER INFRASTRUCTURE, CUSTOMER DATA, AI OUTPUTS, OR ANY RELATED MATTER, EXCEPT TO THE EXTENT SUCH WAIVER IS PROHIBITED BY APPLICABLE LAW.

17.2 No Tribunal Authority for Customer Claims. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO COURT, ARBITRATOR, MEDIATOR, REGULATOR, OR OTHER TRIBUNAL SHALL HAVE AUTHORITY TO AWARD YOU DAMAGES, EQUITABLE RELIEF, FEES, COSTS, OR ANY OTHER REMEDY AGAINST IDX ARISING OUT OF OR RELATING TO THESE TERMS OR ADVISORCLAW.

17.3 IDX Enforcement Preserved. Nothing in these Terms limits IDX’s right to seek injunctive relief, specific performance, damages, indemnification, attorneys’ fees, equitable relief, or any other remedy available at law or equity to enforce these Terms, protect Confidential Information, protect intellectual property, collect amounts owed, enforce indemnification, or prevent misuse of AdvisorClaw.

17.4 No Class or Representative Actions. Any claim not barred by these Terms must be brought only on an individual basis and not as a plaintiff, claimant, class member, representative, or participant in any class, collective, consolidated, private attorney general, or representative action.

17.5 Condition of Use. If you do not agree to this complete waiver of recourse, do not access, deploy, operate, or use AdvisorClaw.

18.1 Governing Law. These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws principles, solely to the extent necessary to interpret and enforce the disclaimers, waivers, releases, indemnities, ownership rights, confidentiality obligations, and limitations herein.

18.2 No Right of Enforcement Against IDX. No provision of these Terms shall be construed to create any affirmative right of enforcement, damages, equitable relief, or other recourse against IDX or its affiliates.

18.3 Equitable Relief for IDX. You acknowledge that breach of these Terms, misuse of AdvisorClaw, breach of confidentiality, misuse of IDX intellectual property, or unauthorized disclosure of IDX Confidential Information may cause irreparable harm for which monetary damages may be inadequate. IDX is entitled to seek injunctive relief, specific performance, and any other remedy available at law or equity without posting bond, in addition to all indemnification and other rights.

19.1 Scope. This Section applies only to limited information IDX collects directly through IDX-operated websites, onboarding forms, acceptance flows, communications, marketing, implementation communications, and license administration. It does not apply to Customer Infrastructure or self-hosted AdvisorClaw deployments.

19.2 Information Collected. IDX may collect firm name, contact details, name, email, phone number, title, RIA or firm details, signup information, form submissions, timestamped acceptance records, IP address, browser and device information, referring URLs, pages visited, cookies or similar technologies, anonymous analytics, inquiries, emails, and limited support or implementation communications.

19.3 Use of Information. IDX may use such information to process onboarding, verify legal acceptance, administer licenses, respond to inquiries, provide limited implementation communications, conduct internal analytics, maintain security, prevent fraud, comply with law, provide mandatory notices, enforce these Terms, and protect IDX rights.

19.4 Disclosure. IDX may disclose such information to service providers subject to confidentiality obligations, to comply with law or government request, to respond to regulators including SEC or FINRA, in connection with corporate transactions, or to enforce these Terms.

19.5 Retention. IDX may retain information as long as necessary for business, legal, evidentiary, compliance, enforcement, or security purposes. Acceptance logs may be retained indefinitely.

19.6 Security. IDX implements reasonable safeguards for limited data it directly controls. No security measure is infallible. Transmission of information to IDX is at your sole risk. Security, protection, breach response, and compliance for Customer Infrastructure and AdvisorClaw deployments are entirely your responsibility.

19.7 Contact. Questions regarding limited IDX-operated website or onboarding data may be directed to legal@advisorclaw.ai or another contact designated by IDX.

20.1 Confidential Information. “Confidential Information” means all non-public information disclosed by IDX to you, whether orally, visually, electronically, in writing, by access, by observation, or otherwise, including software, source code, object code, scripts, prompts, templates, algorithms, models, architectures, systems, configurations, documentation, pricing, business strategies, customer lists, product roadmaps, performance data, implementation methods, technical methods, security information, trade secrets, know-how, and any other proprietary or confidential information related to AdvisorClaw or IDX’s business.

20.2 Customer Obligations. You shall:

• (a) hold all Confidential Information in strict confidence;
• (b) not disclose Confidential Information to any third party without IDX’s prior written consent;
• (c) use Confidential Information solely to evaluate or internally use AdvisorClaw in accordance with these Terms;
• (d) limit access to employees, contractors, officers, directors, advisers, or agents who have a strict need to know and who are bound by confidentiality obligations at least as protective as these Terms;
• (e) protect Confidential Information using at least the same degree of care used to protect your own confidential information, and in no event less than reasonable care;
• (f) promptly notify IDX of any actual or suspected unauthorized disclosure, misuse, loss, or breach of Confidential Information.

20.3 Exclusions. Confidential Information does not include information that you can prove by contemporaneous written records: (a) is or becomes publicly available through no fault of yours; (b) was rightfully known to you before disclosure by IDX; (c) was independently developed without use of or reference to IDX Confidential Information; or (d) was lawfully obtained from a third party without restriction.

20.4 Return or Destruction. Upon termination, request, or discontinuation of use, you shall promptly return or destroy all Confidential Information and certify such return or destruction in writing upon request.

20.5 Survival. Confidentiality obligations survive termination for five (5) years, and obligations relating to trade secrets survive for so long as such information remains a trade secret under applicable law.

20.6 No License. Confidentiality disclosures do not grant any license or ownership rights except as expressly provided in these Terms.

20.7 Remedies. You acknowledge that breach of confidentiality may cause irreparable harm to IDX for which monetary damages may be insufficient. IDX is entitled to seek injunctive relief, specific performance, and any other remedy available at law or equity, in addition to indemnification and all other rights under these Terms.

20.8 Confidentiality Indemnity. You agree to defend, indemnify, and hold harmless IDX from any claims, losses, damages, liabilities, costs, and expenses, including attorneys’ fees, arising from breach of this Section.

21.1 IDX Rights. IDX may suspend, revoke, terminate, modify, or discontinue access to AdvisorClaw, onboarding, documentation, updates, Implementation Assistance, or related materials at any time, with or without notice, for any reason or no reason, without liability.

21.2 Customer Discontinuation. You may discontinue use at any time. Discontinuation is your sole and exclusive remedy.

21.3 Effect of Termination. Upon termination or discontinuation, you must stop using AdvisorClaw and, upon request, return or destroy IDX Confidential Information. You remain solely responsible for Customer Infrastructure, Customer Data, deletion, retention, backups, regulatory records, third-party accounts, and all post-termination obligations.

21.4 Survival. All provisions that by their nature should survive termination survive, including ownership, confidentiality, disclaimers, waivers, releases, limitations of liability, indemnification, data responsibility, financial services obligations, audit limitations, governing principles, and dispute waivers.

22.1 Updates to Terms. IDX may modify these Terms at any time by posting an updated version, updating an onboarding flow, sending notice, or otherwise making updated terms available.

22.2 Continued Use. Continued access to or use of AdvisorClaw, Customer Infrastructure containing AdvisorClaw, IDX materials, documentation, updates, onboarding systems, or Implementation Assistance after an update constitutes acceptance of the updated Terms.

22.3 No Obligation to Notify Individually. IDX has no obligation to provide individualized notice of every update unless required by law.

23.1 Entire Agreement. These Terms constitute the entire agreement between you and IDX regarding AdvisorClaw, the Software, Implementation Assistance, data responsibility, privacy, financial services compliance, confidentiality, and related matters, and supersede all prior or contemporaneous understandings, communications, proposals, drafts, clickwraps, policies, addenda, or agreements regarding those subjects, except to the extent a separate signed written agreement expressly states that it overrides a specific provision of these Terms.

23.2 Order of Precedence. In the event of conflict between these Terms and any separate document, these Terms control unless a separate signed written agreement expressly identifies the conflicting provision and states that it overrides that provision.

23.3 Severability. If any provision of these Terms is held unenforceable, invalid, or void, the remaining provisions remain in full force and effect. The unenforceable provision shall be modified only to the minimum extent necessary to make it enforceable while preserving its intent and maximum protection for IDX.

23.4 No Third-Party Rights. No person or entity other than IDX and the Customer has any rights under these Terms. No client, investor, customer, regulator, employee, contractor, or third party is an intended beneficiary.

23.5 Waiver. Failure by IDX to enforce any provision is not a waiver of future enforcement of that or any other provision.

23.6 Assignment. You may not assign, transfer, delegate, or sublicense any rights or obligations under these Terms without IDX’s prior written consent. IDX may assign or transfer these Terms without restriction.

23.7 Relationship of Parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, fiduciary relationship, employment relationship, agency relationship, managed service relationship, vendor relationship, processor relationship, or service-provider relationship.

23.8 Headings. Headings are for convenience only and do not affect interpretation.

23.9 Interpretation. These Terms shall be interpreted to provide the maximum protection, waiver, release, limitation, indemnity, and discretion permitted by law in favor of IDX.

BY ACCESSING, DEPLOYING, OPERATING, RECEIVING ACCESS TO, OR OTHERWISE USING ADVISORCLAW, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO THESE TERMS, INCLUDING THE COMPLETE WAIVER OF RIGHTS TO BRING CLAIMS AGAINST IDX, THE ONE U.S. DOLLAR (US $1.00) LIABILITY CAP, THE BROAD RELEASE, THE INDEMNIFICATION OBLIGATIONS, THE CONFIDENTIALITY OBLIGATIONS, AND THE CUSTOMER’S SOLE RESPONSIBILITY FOR INFRASTRUCTURE, DATA, PRIVACY, SECURITY, COMPLIANCE, RECORDKEEPING, SUPERVISION, AND ALL USE OF ADVISORCLAW.

ADVISORCLAW IS NOT SAAS. ADVISORCLAW IS NOT A HOSTED SERVICE. ADVISORCLAW IS NOT A MANAGED SERVICE. IDX DOES NOT OPERATE, MONITOR, SECURE, MAINTAIN, BACK UP, OR CONTROL YOUR DIGITALOCEAN DROPLET OR OTHER CUSTOMER INFRASTRUCTURE. ANY IMPLEMENTATION ASSISTANCE PROVIDED BY IDX IS LIMITED CONSULTING AND CONFIGURATION ASSISTANCE AT YOUR DIRECTION. YOU ARE SOLELY RESPONSIBLE FOR YOUR INFRASTRUCTURE, YOUR SOFTWARE STACK, YOUR SECURITY POSTURE, YOUR DATA, YOUR PRIVACY OBLIGATIONS, YOUR OPERATIONAL PRACTICES, YOUR REGULATORY COMPLIANCE, YOUR CLIENT COMMUNICATIONS, YOUR RECORDKEEPING, YOUR SUPERVISION, AND EVERY ACTION TAKEN IN CONNECTION WITH ADVISORCLAW.

USE IS ENTIRELY AT YOUR OWN RISK.

By checking the box and clicking “I Accept” or equivalent, you confirm that you have read, understood, and agree to be legally bound by these Terms. You further confirm, if applicable, that your firm’s Chief Compliance Officer or equivalent compliance authority has reviewed and approved this acceptance.