Terms of Service

1. Who we are and what these terms cover

These Terms of Service ("Terms") govern your use of the Investment CMS platform at investmentcms.com and of any deployment provisioned for you through it (the "Service").

The Service is provided by [OPERATOR TO COMPLETE: full legal entity name], [OPERATOR TO COMPLETE: entity type and registration number], of [OPERATOR TO COMPLETE: registered address] ("we", "us", "our").

By creating an account, purchasing an activation, or using a deployment, you agree to these Terms. If you are agreeing on behalf of a company or other organisation, you confirm you have the authority to bind it, and "you" means that organisation.

These Terms incorporate the Privacy Policy and the Refunds & Cancellation Policy.

2. What the service is

The Service is software. We provision and operate a dedicated, isolated deployment of our investment platform application on a subdomain of investmentcms.com, and you operate the resulting platform yourself.

Each deployment consists of a dedicated database, dedicated private file storage, a dedicated session store, dedicated application workers, a scheduled automation job, and an administrator account created from credentials you supply at checkout.

What we are not. We are not an investment company, a broker, a dealer, an exchange, a money transmitter, a payment processor, a custodian or a financial adviser. We do not take deposits, we do not hold or transmit your funds or your members' funds, and we give no financial, investment, tax or legal advice. Nothing in the Service or on our website is an offer, solicitation or recommendation to invest in anything.

Your members are not our users. The people who use the platform you operate have a relationship with you, not with us. We have no contract with them, we owe them no duty under these Terms, and any obligation you take on towards them is yours alone.

3. Your account

1. You must provide an email address you control, and keep it current. Notices about invoices, suspension, cancellation and deletion are sent to it, and the consequences of missing them are described in section 5.
2. You are responsible for the security of your account credentials and of the administrator credentials you set for your deployment. We store passwords only as cryptographic hashes and cannot recover a lost password for you — we can only allow you to reset one.
3. You are responsible for everything done through your account and through your deployment's administrator account, including by anyone you give access to.
4. You must be of the age of legal majority in your jurisdiction and legally capable of entering into this contract.

4. Fees and payment

1. Activation. $999 (US dollars), payable once, before a deployment is provisioned. It covers provisioning and the remainder of the calendar month in which the deployment is activated.
2. Monthly fee. $99 (US dollars) per calendar month thereafter. The invoice for a month is issued on the first day of that month and is due at 23:59:59 UTC on the last day of that month.
3. Reactivation. $999 (US dollars), payable once, to restore a cancelled deployment as described in section 5.
4. Currency and method. All amounts are denominated in US dollars and are payable in cryptocurrency through our payment provider's hosted checkout. You select the cryptocurrency at checkout. We do not accept cards and do not store payment instruments.
5. Settlement. An invoice is settled only when the payment provider reports the payment as fully completed. An underpaid, failed or expired payment does not settle an invoice. An underpaid invoice is held for review and is not applied automatically.
6. Taxes. Amounts are exclusive of any tax, duty or levy that may apply to you. Responsibility for such amounts is [OPERATOR TO COMPLETE: confirm tax treatment and allocation with counsel/accountant].
7. Non-refundable. All payments are final. See the Refunds & Cancellation Policy.
8. Price changes. We may change the fees for future periods on [OPERATOR TO COMPLETE: notice period] notice sent to your account email. A change never applies to a period already invoiced or already paid.

5. The service lifecycle

The state of your deployment is determined by how many whole days have passed since the last day of the last calendar month you have paid for. Transitions are made automatically by a scheduled job.

Notices are sent to your account email at 3 and 30 days past due, on suspension at 61 days, as a final warning at 85 days, on cancellation at 91 days, as deletion warnings at 150 and 173 days, and on deletion. Notices are sent to the address on your account; delivery failures caused by an out-of-date or non-functioning address do not pause the lifecycle.

Deletion is final. After deletion we cannot restore your deployment, your database or your members' records, because they no longer exist. There is no self-service backup or export feature in the Service. If you require a copy of your data, you must request it before the 180-day point.

6. Your responsibilities as the operator of your platform

This section is the most important one in these Terms. Read it before you buy.

1. You are the operator. You decide what your platform offers, what returns or commissions it displays, who may join it, and what you tell your members. Every one of those decisions is yours and carries your liability, not ours.
2. Licensing and registration. Operating a platform that accepts funds from the public, pays returns, or operates a referral commission structure is regulated in many jurisdictions. Determining what authorisations, registrations or licences you need — in your own jurisdiction and in every jurisdiction where your members are — and obtaining them, is entirely your responsibility. We make no assessment of your business and give no opinion on its lawfulness.
3. Anti-money-laundering and identity checks. The Service includes identity-verification, source-of-funds and audit tooling. Tooling is not a compliance programme. Meeting any anti-money-laundering, counter-terrorist-financing, sanctions-screening, record-keeping or reporting obligation that applies to you is your responsibility.
4. Member funds. All funds paid by your members are paid to accounts you control, at providers with whom you contract directly. We never hold, transmit, control or have any claim over them, and we accept no responsibility for their safekeeping, their accounting or their return.
5. Your representations to members. You are solely responsible for every statement your platform makes: the plan terms, the rates, the commission ladders, your terms and privacy pages, your marketing and your support communications.
6. Consumer and data protection. You are responsible for your obligations to your members under consumer-protection and data-protection law, including providing them with accurate policies and honouring their rights.
7. Taxes. Your own tax obligations, and any withholding or reporting relating to payments to your members, are yours.

7. Prohibited use

You must not use the Service, and must not permit your platform to be used:

1. For any activity that is unlawful where you operate, where you are established, or where your members are located.
2. To operate a Ponzi scheme, pyramid scheme, chain-referral scheme or any other arrangement in which returns to earlier participants are funded principally by contributions from later participants.
3. To make false, misleading or unsubstantiated statements about returns, risk, regulatory status, insurance or guarantees.
4. To defraud any person, to launder the proceeds of crime, or to finance terrorism.
5. In breach of applicable sanctions, or by or on behalf of any person or entity subject to sanctions.
6. To attack, probe or degrade the Service or the infrastructure it runs on, to attempt to reach another customer's deployment or data, to reverse-engineer the Service other than to the extent that restriction is unenforceable by law, or to circumvent any access control, rate limit or billing gate.
7. To resell, sublicense or make the Service available to third parties as your own hosting product.
8. To transmit malware, or to store or distribute content that is unlawful in the jurisdictions concerned.

8. Suspension and termination by us

1. We may suspend a deployment automatically for non-payment, as set out in section 5.
2. We may suspend or terminate a deployment immediately, without the lifecycle in section 5 applying, where we reasonably believe it is being used in breach of section 7, where we are required to do so by law or by a competent authority, or where continued operation poses an imminent risk to the Service or to other customers.
3. Where circumstances allow, we will tell you why and, if the breach is capable of being remedied, give you an opportunity to remedy it.
4. Suspension or termination under this section does not entitle you to a refund of any fee already paid.
5. You may stop using the Service at any time by not paying the next invoice. There is no notice period and no termination fee. The lifecycle in section 5 then applies.

9. Your data and your members' data

1. You retain all rights in the data you and your members put into your deployment. We claim no ownership of it.
2. We process it in order to provide the Service, and as described in the Privacy Policy.
3. In relation to your members' personal data, you determine the purposes and means of processing and we act on your behalf in operating the infrastructure. The allocation of roles, and the terms governing that processing, are [OPERATOR TO COMPLETE: confirm the controller/processor characterisation and whether a separate data processing agreement is required in the applicable jurisdictions].
4. We may access your deployment's resources where necessary to provision, operate, secure, repair or delete them, or where required by law.
5. There is no self-service backup, restore or export feature. We do not undertake to maintain a copy of your data for your benefit, and you should not rely on the Service as your only record.

10. Intellectual property and licence

1. The Service, the platform application, its source code and its design are ours or our licensors', and are licensed to you, not sold.
2. For as long as your deployment is in an Active, Overdue or Suspended state and you are not in breach of these Terms, you have a non-exclusive, non-transferable, non-sublicensable right to use the deployment provisioned for you, for your own business.
3. You receive no right to the source code, no right to copy or redistribute the application, and no right to deploy it elsewhere. There is no self-hosted or on-premises licence.
4. Content you add — your branding, your pages, your copy, your uploads — remains yours.

11. Third-party services

Your deployment can connect to third-party services, each of which you contract with directly and under your own account: a cryptocurrency payment provider for deposits and payouts, an identity-verification provider, a captcha provider, an analytics provider and a social sign-in provider.

1. You are responsible for opening those accounts, for the credentials, for the fees, and for complying with each provider's terms.
2. We do not control those services and are not responsible for their availability, their pricing, their decisions, or any loss arising from them.
3. Until you have configured a payment provider, your deployment cannot accept cryptocurrency deposits from your members. There is no self-service screen in the customer panel for supplying those credentials at present.
4. Our own billing uses a cryptocurrency payment provider. Their terms apply to your payment to us in addition to these Terms.

12. Disclaimers

To the maximum extent permitted by law, the Service is provided "as is" and "as available", and we disclaim all warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from a course of dealing or usage of trade.

In particular, and without limiting the above:

1. We do not commit to any uptime percentage and offer no service-level agreement. We have not published one anywhere on our website, and no statement of availability has been made to you.
2. We do not warrant that the Service will be uninterrupted, timely, secure or error-free, or that defects will be corrected.
3. We do not warrant that the Service, or your use of it, complies with any law, regulation or standard applicable to you or to your members, and we do not warrant that any regulator would regard your platform as lawful.
4. We make no representation about the returns, performance, solvency or viability of anything your platform offers, and we do not participate in it.
5. We do not warrant the performance of any third-party provider.
6. The live demonstration site is provided for evaluation only. It is reset periodically and its contents are discarded.

[OPERATOR TO COMPLETE: confirm with counsel which of the above exclusions are enforceable in the governing-law jurisdiction, and add any mandatory consumer-rights carve-out.]

13. Limitation of liability

To the maximum extent permitted by law:

1. Neither party is liable for loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, or any indirect or consequential loss.
2. We are not liable for any loss suffered by your members, for any claim brought against you by a member or by a regulator, for the loss of any funds held at any payment provider, or for any consequence of your platform's business model.
3. We are not liable for loss or corruption of data to the extent it could have been avoided by you keeping your own records, given that the Service provides no backup or export feature and this is disclosed to you before purchase.
4. Our total aggregate liability arising out of or in connection with these Terms is limited to [OPERATOR TO COMPLETE: liability cap — e.g. the fees you paid us in the 12 months preceding the claim. Confirm with counsel.].
5. Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.

14. Indemnity

You will indemnify and hold us harmless against any claim, demand, proceeding, loss, liability, fine, penalty or reasonable cost (including legal costs) arising out of or in connection with: your operation of your platform; any statement your platform makes; any claim by one of your members; any breach by you of section 6 or section 7; any regulatory action relating to your business; and any infringement by your content of a third party's rights.

[OPERATOR TO COMPLETE: confirm scope, notice and control-of-defence mechanics with counsel.]

15. Changes to these terms

We may change these Terms. We will post the updated version at this address and give you [OPERATOR TO COMPLETE: notice period] notice by email to your account address before a material change takes effect. If you do not accept a change, your remedy is to stop using the Service before it takes effect, in which case the lifecycle in section 5 applies and no refund is due for periods already paid.

16. Governing law and disputes

These Terms are governed by the laws of [OPERATOR TO COMPLETE: governing law], and the courts of [OPERATOR TO COMPLETE: jurisdiction] have exclusive jurisdiction, subject to any mandatory rule that gives a consumer the right to bring proceedings in their own jurisdiction.

[OPERATOR TO COMPLETE: decide whether an arbitration clause, a class-action waiver or an informal-resolution step is appropriate, and whether any of them is enforceable in the jurisdictions where customers will be located.]

17. Contact

Notices to us should be sent to [OPERATOR TO COMPLETE: legal contact email address], and if a postal address is required, to [OPERATOR TO COMPLETE: postal address].

Notices to you are sent to the email address on your account. Day-to-day support requests should go through the support contact shown in your customer panel.

18. General

1. Entire agreement. These Terms, with the Privacy Policy and the Refunds & Cancellation Policy, are the entire agreement between us about the Service, and replace any earlier statement or understanding, except that nothing excludes liability for fraudulent misrepresentation.
2. Severability. If any provision is held unenforceable, the rest continues in force and the unenforceable provision applies to the maximum permitted extent.
3. No waiver. A failure to enforce a provision is not a waiver of it.
4. Assignment. You may not assign these Terms without our written consent. We may assign them to a successor in connection with a merger, acquisition or sale of assets, on notice to you.
5. No partnership. Nothing here creates a partnership, joint venture, agency or employment relationship between us.
6. Force majeure. Neither party is liable for a failure to perform caused by an event beyond its reasonable control, other than an obligation to pay.