Terms of Service

NuComply™ Platform Terms of Service

Effective Date: 05.20.2025

This Terms of Service agreement ("Agreement") is entered into by and between NuArca Labs, Inc., a Delaware corporation with a principal office located at 304 Cambridge Road, Suite 210, Woburn, MA 01801 ("NuArca," "we," "us," or "our"), and any individual or entity ("Customer," "you," or "your") accessing or using the NuComply™ platform ("Platform") whether through a paid subscription, an executed Order Form, or a limited-time free trial.

BY ACCESSING OR USING THE PLATFORM, INCLUDING DURING A FREE TRIAL, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT AND NUARCA'S PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE PLATFORM.

1. DEFINITIONS

Capitalized terms not defined herein have the meanings ascribed in the NuArca Master Managed Services Agreement ("MSA"). Additional terms include:

Free Trial means a limited-duration, no-cost evaluation period during which the Customer is granted access to the Platform.
Privacy Policy means NuArca’s publicly posted policy governing data privacy practices, incorporated herein by reference.

2. APPLICABILITY AND AGREEMENT STRUCTURE

These Terms govern all access to and use of the Platform. Where a Customer has entered into a separate Order Form or MSA with NuArca, those documents shall control and supplement these Terms. However, for any access to the Platform that is not governed by a separately executed agreement (including any Free Trial), these Terms shall constitute the complete and binding agreement.

3. USAGE RIGHTS AND LIMITATIONS

3.1 Access Grant.
Subject to the limitations set forth herein, NuArca hereby grants Customer a nonexclusive, non-transferable, revocable right to access and use the Platform for its Internal Business Purposes only and solely for the duration of the Subscription Term or Free Trial period.

3.2 User Credentials.
Customer shall restrict access to the Platform to authorized Users only. Customer is solely responsible for maintaining the confidentiality and security of its access credentials and all activities conducted under its account.

3.3 Restrictions.

Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform;
Reproduce, distribute, publish, license, or sublicense any NuArca Technology;
Access or use the Platform in violation of applicable law or outside the scope of the license granted;
Upload or transmit to the Platform any Personal Data except for Permitted Identifiers.

4. NO PERSONAL DATA

Customer acknowledges and agrees that NuArca explicitly disclaims any responsibility for receiving, processing, storing, or accessing Personal Data (other than Permitted Identifiers) via the Platform. Customer shall not disclose, transmit, upload, or otherwise provide any Personal Data to NuArca. In the event that Customer desires to use or upload datasets that contain Personal Data, such data must first be fully anonymized, redacted, or otherwise processed such that it no longer constitutes Personal Data under applicable law.

Any Customer-provided data that includes Personal Data is a material breach of this Agreement and may result in immediate suspension or termination of access to the Platform.

5. INDEMNIFICATION

Customer agrees to indemnify, defend, and hold harmless NuArca, its affiliates, officers, directors, employees, contractors, and licensors against any and all claims, actions, proceedings, losses, liabilities, damages, costs and expenses (including attorneys' fees) arising out of or relating to:

Customer’s breach of this Agreement;
Customer’s use of the Platform or outputs therefrom;
Any submission of Customer Data that includes Personal Data;
Customer’s violation of applicable law or regulatory obligations.

6. DISCLAIMER OF COMPLIANCE RESPONSIBILITY

Customer acknowledges that NuArca makes no representations, warranties, or guarantees that the use of the Platform or any output generated therefrom will satisfy any legal, regulatory, or compliance obligation applicable to Customer. The Platform is intended to support, but not replace, Customer’s independent compliance, legal, and risk review functions.

Customer remains solely responsible for ensuring compliance with applicable laws, rules, and regulations, including those governing its industry, operations, and disclosures.

7. NO LEGAL OR FINANCIAL ADVICE

Customer acknowledges that NuArca is not a law firm, accounting firm, financial advisor, or regulatory agency. The Platform and its outputs are not legal, financial, or compliance advice. The content generated by or made available through the Platform is informational only, and must not be relied upon as a substitute for professional advice from qualified counsel or advisors. Customer is responsible for evaluating the sufficiency and applicability of all outputs.

8. OWNERSHIP AND INTELLECTUAL PROPERTY

All rights, title, and interest in and to the Platform, NuArca Technology, Documentation, and any Work-Product or Suggestions are and shall remain the exclusive property of NuArca. Except for the limited access rights expressly granted, Customer acquires no right, title, or interest of any kind.

9. CONFIDENTIALITY

Customer agrees to maintain the confidentiality of all NuArca Confidential Information received in connection with Platform use. The confidentiality obligations herein survive termination of access and are subject to the exclusions in the MSA.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUARCA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO PLATFORM ACCESS OR USE. NUARCA’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER (IF ANY) FOR ACCESS TO THE PLATFORM IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

11. LIMITATION OF LIABILITY FOR THIRD-PARTY COMPONENTS

Managed Services rely in part on an underlying generative AI/Large Language Model platform and other third-party systems or components, currently including OpenAI's ChatGPT. NuArca reserves the right to change those components at its discretion and will notify Customers in advance of any such change. NuArca does not warrant the availability, accuracy, or performance of such third-party services and shall not be liable for any unavailability, errors, or other issues arising from the use of such services. The Customer acknowledges that the output generated through any generative AI/Large Language Model is probabilistic in nature and may contain inaccuracies or be subject to interpretation.

12. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to conflict of law principles. The state and federal courts located in Middlesex or Suffolk Counties, Massachusetts shall have exclusive jurisdiction over all disputes.

13. GENERAL TERMS

13.1 Modifications.

NuArca reserves the right to modify these Terms at any time. Continued use of the Platform after such changes constitutes acceptance.

13.2 Assignment.

Customer may not assign its rights or obligations under this Agreement without NuArca's prior written consent.

13.3 No Legal or Accounting Advice.

Customer acknowledges that NuArca does not provide legal, tax, accounting, or investment advice and has not held itself out as authorized to do so.

13.4 Entire Agreement.

These Terms, together with the Privacy Policy and any applicable Order Forms or agreements, constitute the complete agreement between the parties concerning Platform use.

13.5 Notices.

All notices under this Agreement shall be in writing and sent to:

NuArca Labs, Inc.

Attn: Legal Department

304 Cambridge Road, Suite 210

Woburn, MA 01801

Email: [email protected]

BY ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.