Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Deal Tracking Solutions, LLC, doing business as Port-Trak ("Company," "we," "us," or "our"), governing your access to and use of the Port-Trak subscription line investment management platform, including all related software, applications, APIs, documentation, and services (collectively, the "Service").

By accessing or using the Service, creating an account, or by clicking "I Agree" or similar acceptance mechanism, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

2. Definitions

For purposes of these Terms:

• "Authorized Users" means individuals authorized by Client to access and use the Service under Client's account, subject to the user limits specified in the applicable subscription plan.
• "Client Data" means all data, information, content, records, and materials that Client or its Authorized Users submit, upload, transmit, or otherwise make available through the Service, including but not limited to financial data, investment records, transaction information, and fund documentation.
• "Confidential Information" means any non-public information disclosed by either party to the other, whether orally, in writing, or by inspection, including but not limited to business plans, financial data, technical information, trade secrets, and proprietary algorithms.
• "Documentation" means the user guides, online help, release notes, training materials, and other documentation provided by Company regarding the Service.
• "Subscription Term" means the period during which Client has paid for and is entitled to access and use the Service, as specified in the applicable order form or subscription agreement.

3. Service Description

The Service is a cloud-based software-as-a-service ("SaaS") platform designed for financial institutions to manage subscription line investment operations, including but not limited to:

• Investment lifecycle management and position tracking
• Transaction processing and approval workflows
• Interest accrual calculations and rate management
• Month-end closing operations and reconciliation
• Fund management and reporting
• Document management and storage
• Analytics and data visualization
• Multi-tenant company administration

The Service is intended for use by qualified financial professionals and institutional investors. The Service does not constitute investment advice, and Company is not a registered investment adviser, broker-dealer, or fiduciary.

4. Account Registration and Security

4.1 Account Creation

To access the Service, Client must register for an account by providing accurate, current, and complete information. Client is responsible for maintaining the accuracy of all account information and must promptly update such information if it changes.

4.2 Account Security

Client is responsible for maintaining the confidentiality of all login credentials associated with its account and for all activities that occur under its account. Client shall: (a) implement reasonable security measures, including strong passwords and multi-factor authentication where available; (b) promptly notify Company of any unauthorized access or suspected security breach; (c) not share login credentials among multiple individuals; and (d) ensure that each Authorized User has a unique login credential.

4.3 Account Restrictions

Client shall not: (a) permit any person other than Authorized Users to access the Service; (b) allow Authorized Users to share login credentials; (c) exceed the number of Authorized Users permitted under the applicable subscription plan; or (d) use the Service for any unlawful purpose.

5. Subscription Plans and Fees

5.1 Subscription Fees

Client shall pay all fees specified in the applicable order form or subscription agreement. All fees are quoted in United States Dollars and are non-refundable except as expressly set forth in these Terms. Fees are exclusive of all taxes, levies, and duties, which shall be Client's responsibility.

5.2 Payment Terms

Unless otherwise specified, fees are due in advance on an annual or monthly basis, as selected by Client. Payment is due within thirty (30) days of the invoice date. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

5.3 Fee Changes

Company reserves the right to modify its fees upon sixty (60) days' prior written notice. Fee changes shall take effect at the beginning of the next Subscription Term following the notice period.

6. Intellectual Property Rights

6.1 Company IP

The Service, including all software, algorithms, user interfaces, designs, documentation, and all improvements, modifications, and derivative works thereof, are and shall remain the exclusive property of Company and its licensors. These Terms grant Client no ownership rights in the Service. All rights not expressly granted herein are reserved by Company.

6.2 Client Data Ownership

Client retains all right, title, and interest in and to Client Data. Client grants Company a limited, non-exclusive, worldwide license to use, process, store, and transmit Client Data solely as necessary to provide the Service and as otherwise permitted by these Terms.

6.3 Feedback

If Client provides any suggestions, enhancement requests, or other feedback regarding the Service ("Feedback"), Company shall have the right to use such Feedback without restriction or compensation. Client hereby assigns to Company all right, title, and interest in and to any Feedback.

7. Use Restrictions

Client shall not, and shall not permit any third party to:

• Copy, modify, adapt, translate, or create derivative works of the Service;
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Service;
• Sublicense, resell, distribute, lease, rent, or otherwise transfer rights to the Service;
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Service;
• Use the Service to develop a competing product or service;
• Use the Service in violation of any applicable law, regulation, or industry standard, including without limitation securities laws, anti-money laundering regulations, and data protection laws;
• Transmit any malicious code, viruses, or harmful data through the Service;
• Interfere with or disrupt the integrity or performance of the Service;
• Attempt to gain unauthorized access to the Service or its related systems;
• Use the Service to store or transmit material that infringes upon the intellectual property rights of any third party;
• Use automated means (bots, scrapers, crawlers) to access the Service except through approved APIs.

8. Data Handling and Security

8.1 Data Security

Company shall maintain administrative, technical, and physical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration, or destruction, consistent with industry standards for financial services technology providers. These safeguards include, but are not limited to: encryption of data in transit and at rest, access controls, audit logging, and regular security assessments.

8.2 Data Breach Notification

In the event of a confirmed security breach affecting Client Data, Company shall notify Client without unreasonable delay and in no event later than seventy-two (72) hours after becoming aware of the breach. Notification shall include: (a) a description of the nature of the breach; (b) the categories and approximate number of records affected; (c) the likely consequences of the breach; and (d) the measures taken or proposed to address the breach.

8.3 Data Backup and Recovery

Company shall perform regular backups of Client Data and maintain disaster recovery procedures designed to ensure business continuity. Notwithstanding the foregoing, Client acknowledges that it is solely responsible for maintaining its own backup copies of Client Data.

9. Service Level Agreement

9.1 Uptime Commitment

Company shall use commercially reasonable efforts to maintain Service availability of 99.9% during each calendar month, measured exclusive of scheduled maintenance windows. "Availability" means that the Service is accessible and substantially operational for its intended purpose.

9.2 Scheduled Maintenance

Company shall provide at least twenty-four (24) hours' advance notice of scheduled maintenance that may affect Service availability. Where practicable, scheduled maintenance shall be performed during off-peak hours (weekends or between 10:00 PM and 6:00 AM Eastern Time on weekdays).

9.3 Service Credits

If the Service fails to meet the uptime commitment in any calendar month, Client may request a service credit equal to: (a) 10% of the monthly fee for availability between 99.0% and 99.9%; (b) 25% of the monthly fee for availability between 95.0% and 99.0%; or (c) 50% of the monthly fee for availability below 95.0%. Service credits must be requested within thirty (30) days of the end of the affected month and shall be applied against future fees.

10. Confidentiality

10.1 Obligations

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted herein or with the disclosing party's prior written consent; and (c) use the same degree of care to protect Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

10.2 Permitted Disclosures

A receiving party may disclose Confidential Information: (a) to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; or (b) as required by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt notice (to the extent legally permitted) and cooperates in any effort to obtain protective treatment.

10.3 Duration

The obligations of confidentiality shall survive termination of these Terms for a period of five (5) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

11. Warranties and Disclaimers

11.1 Company Warranties

Company warrants that:

• The Service will perform substantially in accordance with the Documentation during the Subscription Term;
• Company has the legal right and authority to enter into these Terms and provide the Service;
• The Service will be provided in a professional and workmanlike manner consistent with generally accepted industry standards;
• Company will comply with all applicable laws and regulations in providing the Service.

11.2 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

THE SERVICE IS NOT DESIGNED OR INTENDED TO CONSTITUTE INVESTMENT ADVICE, TAX ADVICE, LEGAL ADVICE, OR ANY OTHER FORM OF PROFESSIONAL ADVISORY SERVICE. CLIENT ACKNOWLEDGES THAT ALL INVESTMENT DECISIONS ARE MADE SOLELY BY CLIENT AND ITS AUTHORIZED PERSONNEL, AND COMPANY SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INVESTMENT DECISIONS MADE USING THE SERVICE.

COMPANY DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CALCULATIONS, PROJECTIONS, OR REPORTS GENERATED BY THE SERVICE. CLIENT IS SOLELY RESPONSIBLE FOR VERIFYING ALL OUTPUTS AND ENSURING COMPLIANCE WITH APPLICABLE REGULATORY REQUIREMENTS.

12. Limitation of Liability

12.1 Consequential Damages Waiver

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability Cap

EXCEPT FOR (A) CLIENT'S PAYMENT OBLIGATIONS, (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, AND (C) EITHER PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Financial Data Disclaimer

CLIENT ACKNOWLEDGES THAT THE SERVICE PROCESSES FINANCIAL DATA AND PERFORMS CALCULATIONS BASED ON INPUTS PROVIDED BY CLIENT. COMPANY SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) INACCURATE, INCOMPLETE, OR OUTDATED DATA PROVIDED BY CLIENT; (B) CLIENT'S RELIANCE ON CALCULATIONS OR REPORTS WITHOUT INDEPENDENT VERIFICATION; OR (C) CHANGES IN MARKET CONDITIONS, INTEREST RATES, OR REGULATORY REQUIREMENTS.

13. Indemnification

13.1 Company Indemnification

Company shall defend, indemnify, and hold harmless Client from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from allegations that the Service infringes any third party's intellectual property rights, provided that Client: (a) promptly notifies Company of the claim; (b) grants Company sole control of the defense and settlement; and (c) provides reasonable cooperation.

13.2 Client Indemnification

Client shall defend, indemnify, and hold harmless Company from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Client's use of the Service in violation of these Terms; (b) Client Data or Client's use thereof; or (c) Client's violation of any applicable law or regulation.

14. Term and Termination

14.1 Term

These Terms commence on the date Client first accesses the Service and continue until the expiration or termination of all Subscription Terms. Each Subscription Term shall automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

14.2 Termination for Cause

Either party may terminate these Terms upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice; or (b) becomes the subject of a voluntary or involuntary petition in bankruptcy, is adjudicated bankrupt, or makes a general assignment for the benefit of creditors.

14.3 Effect of Termination

Upon termination: (a) Client's right to access and use the Service shall immediately cease; (b) Client shall pay all fees accrued through the effective date of termination; (c) Company shall make Client Data available for export for a period of thirty (30) days following termination, after which Company may delete Client Data; and (d) each party shall return or destroy the other party's Confidential Information.

14.4 Survival

The following sections shall survive termination of these Terms: Definitions, Intellectual Property Rights, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, and General Provisions.

15. Compliance and Regulatory

15.1 Regulatory Compliance

Client is solely responsible for ensuring that its use of the Service complies with all applicable laws, rules, and regulations, including but not limited to securities laws, banking regulations, anti-money laundering (AML) requirements, know-your-customer (KYC) obligations, and data protection laws.

15.2 Export Controls

Client shall not access or use the Service in violation of any U.S. export control laws or regulations. Client represents that it is not located in, under the control of, or a national or resident of any country subject to U.S. trade sanctions.

15.3 Audit Rights

Company may audit Client's use of the Service to verify compliance with these Terms. Such audits shall be conducted during normal business hours upon reasonable advance notice and shall not unreasonably interfere with Client's business operations.

16. General Provisions

16.1 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 laws principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Wilmington, Delaware, and each party hereby consents to the personal jurisdiction and venue therein.

16.2 Dispute Resolution

Any dispute arising out of or relating to these Terms shall first be submitted to good faith mediation. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

16.3 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent such failure or delay results from circumstances beyond such party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

16.4 Assignment

Client 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 all or substantially all of its assets. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

16.5 Entire Agreement

These Terms, together with any applicable order form or subscription agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, and representations, written or oral. No modification of these Terms shall be binding unless in writing and signed by both parties.

16.6 Severability

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

16.7 Waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof.

16.8 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed given when delivered personally, sent by email (with confirmation of receipt), or sent by nationally recognized overnight courier to the address specified by the receiving party. Notices to Company shall be directed to: support@deal-trak.com.