Terms of Service

Effective Date: Phase-0 (pre-launch); commercial activity has not commenced.

These Terms of Service ("Terms") form a binding agreement between Ellis Intelligence LLC, a Colorado limited liability company doing business as RIAMark ("RIAMark", "we", "us"), and the customer subscribing to or using the Service ("Customer", "you").

The Service is for use by businesses — including Registered Investment Advisers (RIAs) and investment advisory firms. The Service is not for use by consumers.

1. The Service

1.1 RIAMark is a software-as-a-service compliance calendar and document tool for Registered Investment Advisers. The Service computes Form ADV amendment deadlines, state registration renewal dates, code-of-ethics review obligations, and 13F/13H filing windows from the Customer's firm data; sends reminders at T-90/30/7 by email and in-app; generates the Amendment Checklist PDF when the amendment window opens; and provides a Document Vault for uploaded ADV filings and compliance records.

1.2 Tier-specific features and limits (including any request-volume or usage bands) are described at riamark.com/pricing. Tier names, and the figures behind them, live on that page and are never restated in these Terms. Tier names: Solo, Standard, Multi-State. Figures live at riamark.com/pricing and are never restated here.

1.3 Business Use Only. The Service is intended for use by businesses for business purposes.

1.4 RIAMark Is a Calendar Tool, Not an Investment Adviser or Law Firm. RIAMark does not provide investment advice. RIAMark is a software vendor providing compliance calendar computation, reminders, and document tools. RIAMark is not a registered investment adviser, broker-dealer, law firm, compliance consultancy, or regulatory filing agent. RIAMark does not: - Provide investment advice, make investment recommendations, or solicit investments on anyone's behalf - Provide legal advice, regulatory opinions, or compliance certifications - Review, certify, approve, or opine on the content, accuracy, or completeness of any ADV filing, amendment, or disclosure - Submit, sign, or transmit any filing to the SEC, to the Investment Adviser Registration Depository ("IARD") system, to the FINRA-administered Central Registration Depository ("CRD") system, or to any state securities authority on your behalf - Act as your agent before any federal or state regulatory body - Constitute legal or investment advisory ("IA") services under the Investment Advisers Act of 1940 or applicable state investment adviser laws and regulations

RIAMark, its computations, and its generated documents have not been reviewed, approved, endorsed, certified, or licensed by the U.S. Securities and Exchange Commission ("SEC"), the Financial Industry Regulatory Authority ("FINRA"), any state securities regulator, or any other regulatory body. No regulator has passed on the accuracy, adequacy, or merits of this product. The Service tracks when to file, not what to file — RIAMark does not review, interpret, or opine on the substance or content of any document you upload or any filing you make. You remain responsible for the accuracy and completeness of your ADV disclosures, the content of any amendment, and all regulatory filings. See the standalone Disclaimers at riamark.com/disclaimers for the full framing.

1.5 State Coverage Disclosure. At launch, RIAMark provides fully mapped state-specific renewal deadlines and fees for the top-10 states by RIA density (CA, NY, TX, FL, IL, MA, NJ, PA, OH, GA). Firms registered in other states receive accurate annual ADV amendment dates (derived from federal SEC rules) plus an explicit disclosure that state-specific renewal calendar data for their state is not yet available. Full 50-state coverage expands as the state_rules reference table is extended.

1.6 No Affiliation, Endorsement, or Regulatory Action. RIAMark is not affiliated with, endorsed by, sponsored by, or officially recognized or supported by the SEC, FINRA, any state securities regulator, or any other regulatory body, or the U.S. Government in any way. RIAMark does not predict, forecast, or represent how the SEC, FINRA, any state securities regulator, or any other agency will assess, review, or act on any Customer's filing, amendment, or compliance status, and RIAMark does not act, and is not authorized to act, on behalf of the SEC, FINRA, or any other regulatory body in any capacity. Using RIAMark does not create any government-recognized or regulator-endorsed status. RIAMark's outputs, marketing pages, and app UI render as plain text/typography only — no seal, badge, ribbon, watermark, or certificate-style graphic, or other supportive-looking insignia — so no surface visually or verbally suggests such affiliation, endorsement, sponsorship, or action on any regulatory body's behalf.

2. Account

2.1 Account creation requires an authorized representative of the Customer RIA firm. The authorized representative warrants that they have authority to bind the firm to these Terms.

2.2 Each seat is for a single named individual. Seat-sharing is prohibited. Team members and investment adviser representative ("IAR") staff are managed through the Settings → Team flow under flat single-tenant membership.

3. Subscriptions, Pricing, Billing

3.1 Subscriptions are monthly or annual (15% discount for annual). Billing via Stripe.

3.2 Pricing at riamark.com/pricing. 30-day notice for material changes.

3.3 Billing via Stripe.

3.5 Refunds. Monthly fees are non-refundable for the current period except pro rata on our material breach or on discontinuation under §10.

3.6 No Service-Level Credits or Refunds. The Service carries no uptime or response-time commitment. No service credit, fee credit, refund, or other remedy arises from any delay, outage, missed response target, or unmet support expectation. The §12.1 limited-warranty remedy and the §10.2 pro-rata refund on our own discontinuation remain the only remedies.

4. Customer Data; Flat Multi-Tenancy

4.1 Ownership. As between us, you own all Customer Data you submit ("Customer Data"), including your firm name, fiscal year end, registration type, states registered, assets-under-management ("AUM") bracket, adviser count, uploaded documents, and the obligation records the Service generates for your tenant.

4.2 License to Us. You grant us a limited license to host, store, transmit, display, and process Customer Data solely to provide the Service (including computing obligations from your firm data, generating reminders, and generating the Amendment Checklist PDF when the window opens).

4.3 No Training / No Selling. We do not sell or share Customer Data, and we do not use it to train any model or to improve a Service used by other customers. See our Privacy Policy.

4.4 Flat Per-Tenant Isolation. Each RIA firm is one tenant. Single-level isolation is enforced: every tenant-scoped read and write routes through tenant-scoping helpers (t_*) that raise if the scope is missing, so no firm can access another firm's data or obligation records. There is no nested tenancy in v1.

5. Acceptable Use

5.1 No reverse engineering, no scraping, no building a competing product from the Service, no resale.

5.2 Regulatory Submissions Are Yours. Any filing, amendment, or renewal you submit to the SEC, through the IARD system, through the CRD system, or to any state securities authority is submitted by you, through the official system, not by us. We generate the checklist; you file the amendment.

5.3 Firm's Own Filings Only. The Service is used for the Customer firm's own compliance calendar management. You may not use the Service to manage compliance calendars for other RIA firms or to act as a compliance service provider to third parties using a single RIAMark subscription.

6. Service Outputs, Obligations, and Filing Disclaimers

6.1 Compliance Calendar Output. Obligation dates are computed from your firm data plus the applicable SEC/state rules at the time of computation, not hardcoded. You are responsible for confirming that your firm data (fiscal year end, registration type, states registered) is accurate, because obligation dates depend entirely on your inputs.

6.2 Correctness of Dates. Annual ADV amendment window dates for SEC-registered RIAs are computed per 17 CFR 275.204-1(a)(1), as adopted by SEC Release No. IA-1897 (Sept. 12, 2000), 65 FR 57438. State-registered IA renewal deadlines are loaded from the state_rules reference table. We make reasonable efforts to keep the reference table current, but regulatory requirements change; you remain responsible for confirming your deadlines directly with your state securities administrator and/or the SEC. RIAMark does not guarantee that computed dates are correct; they are our best computation from the firm data you provide and the reference rules in our table at the time of computation.

6.3 Amendment Checklist PDF. The Amendment Checklist PDF generated by the Service is a compliance preparation artifact. It lists ADV sections to review and describes in plain English what to check in each section. It is not a legal review, a regulatory opinion, a certification of compliance, or an undertaking of any obligation on your behalf. It is not a substitute for qualified securities counsel review. You remain responsible for the accuracy and completeness of your filed ADV amendment.

6.4 Reminder Delivery. Reminders are delivered by email and in-app. We do not guarantee that any reminder will reach you if your contact details are stale, your email provider blocks our delivery, or your in-app notification settings are disabled. Keep your contact details and notification preferences current.

6.5 State Coverage. If your firm is registered in a state not yet fully mapped in our reference table, you will receive an explicit disclosure in the app and you must obtain your state renewal deadline directly from your state securities administrator.

6.6 No Autonomous Filing. RIAMark does not file, submit, or transmit an ADV amendment, a state renewal, or any other item to the SEC, IARD, or any state securities administrator on your behalf; you file through the official regulatory system yourself. Because a human always takes the actual filing action and RIAMark never touches a regulatory submission channel, this sits in the standard disclaimer-plus-no-auto-action tier, not the stricter tier reserved for brands whose own output reaches a regulator or external party directly.

7. Firm's Compliance Obligations Are the Firm's

7.1 Your firm's regulatory compliance — including timely ADV amendments, state registration renewals, code-of-ethics review completion, and any other obligation — depends on your own timely, accurate action through the official regulatory channels. RIAMark reduces the risk of missing a deadline; it cannot and does not maintain your compliance or regulatory standing for you.

7.2 A missed deadline, an inaccurate ADV filing, a lapsed state registration, or a failed examination is not RIAMark's failure to perform — it is a compliance outcome for which the firm is responsible. Our obligation is to compute dates accurately and fire reminders on schedule; your obligation is to act on them.

8. Intellectual Property

8.1 Service IP. We own the Service, including the obligation computation engine, the state-rules reference table, the Amendment Checklist template, the reminders engine, and the Document Vault. No rights are granted except as expressly set forth.

8.2 Feedback. Standard perpetual-license grant on feedback.

8.3 Customer References. We may identify you as a customer (name, logo) on the customers page unless you opt out.

8.4 IP & Assignment Rider. An IP & Assignment Rider addressing ownership and assignment of intellectual property is incorporated by reference into these Terms and controls over this §8 and over §15.4 on the subjects within its scope.

8.5 Present assignment of Derivative IP. To the extent any Derivative IP would otherwise vest in Customer — by operation of law, under any work-made-for-hire or commissioned-work doctrine, because Customer's use, Inputs, or Feedback contributed to it, or on any other basis — Customer hereby irrevocably and presently assigns to Company all right, title, and interest in and to that Derivative IP, effective automatically upon its creation and without further action or consideration.

9. Privacy and Data Processing

9.1 Privacy Policy at riamark.com/privacy. We are the controller for marketing-site visitors and Customer account/billing contacts, and the processor for the compliance data you place under your tenant. Where the Data Processing Addendum and these Terms conflict as to the processing of Customer Data, the DPA controls; this Privacy Policy is a notice, not a contracting instrument.

10. Suspension and Termination

10.1 By You. Cancel anytime; effective at the end of the paid monthly period. 10.2 By Us. Material breach, violation of §5 (Acceptable Use), or non-payment. 30 days' notice with pro rata refund for any discontinuation we initiate, paid within 30 days after the effective date of termination. 10.3 Effect. Customer Data deleted within 30 days of termination unless retention is required by law or export is requested. 10.4 Survival. Sections 4 (data), 6 (outputs/disclaimers), 8 (IP), 11 (Confidentiality), 12 (Warranties), 13 (Liability), 14 (Indemnification), 15 (General) survive.

11. Confidentiality

Treat all Customer Data as confidential information; standard confidentiality commitments; 5-year survival; trade-secret indefinite.

12. Warranties and Disclaimers

12.1 Limited Warranty. The Service performs substantially per documentation. Exclusive remedy: repair or pro rata refund.

12.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN §12.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS, NON-INFRINGEMENT, AND ANY WARRANTY ABOUT THE CURRENTNESS OF REGULATORY REFERENCE RULES, REMINDER DELIVERY, THE COMPLETENESS OF THE AMENDMENT CHECKLIST, OR ANY COMPLIANCE OUTCOME.

12.3 No Warranty Re Regulatory Standing. We do not warrant that use of the Service will maintain, restore, or establish your firm's regulatory standing, compliance status, or good standing with any regulatory authority. Compliance depends on your own timely action.

13. Limitation of Liability

13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR ANY DAMAGES ARISING FROM A FAILED CONTRACT, DISQUALIFIED BID, REGULATORY ACTION, OR FCA PROCEEDING, EVEN IF ADVISED.

13.2 OUR TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES YOU PAID US IN THE TWELVE MONTHS PRECEDING THE CLAIM.

13.3 No Liability for Regulatory or Compliance Outcomes. We are not liable for: any finding, inquiry, investigation, determination, examination, or enforcement action by any regulatory, administrative, or enforcement body of any kind — including without limitation the SEC, FINRA, any state securities authority, or any other federal, state, or other regulator — regarding your firm's compliance status or regulatory standing; any missed regulatory deadline for which a reminder was computed and queued; any inaccuracy in your filed ADV amendment; any enforcement action, examination finding, or sanction arising from your compliance obligations; or any allegation arising from your representation to any party about our role or our relationship to any regulatory or enforcement body. This carve-out is stated as broadly as possible and applies uniformly regardless of the specific statute, regulation, or regulatory or enforcement body involved; a party asserting that this carve-out does not apply to a particular claim, statute, or regulatory or enforcement body bears the burden of establishing that, rather than us bearing the burden of having disclaimed each one individually.

14. Indemnification

14.1 Stated in the contract you execute. Both indemnities — ours for IP infringement and yours — are stated in full on the face of §7 of the RIAMark Engagement & Tiers SOW ("7. Indemnification — the executed-instrument provision"). That §7 is the indemnification block carried on the face of the click-signed Order Form you accept, rendered above the agree control. Those provisions govern; this §14 is a cross-reference and does not restate them.

14.2 No separate indemnity. These Terms state no indemnification obligation separate from, additional to, or narrower than SOW §7, and nothing in these Terms enlarges or limits it. Where these Terms refer to the §14 indemnity (§10.4 survival), the reference is to SOW §7.

15. General Provisions

15.1 Governing Law. Colorado. The United Nations Convention on Contracts for the International Sale of Goods ("CISG") does not apply. 15.2 Disputes. Binding arbitration via JAMS in Boulder County, CO. Each party waives any right to a jury trial and to participation in any class, collective, or representative proceeding. Either party may seek injunctive relief in court for §5, §6, §8, or §11 breaches. 15.3 Notices, Force Majeure, Entire Agreement, Modifications (30-day), Severability, No Waiver, Independent Contractors. Standard. Written notice under these Terms (email to the billing contact or in-product notice) is deemed given when sent or first displayed; any notice period runs from that date, and failure to read a notice does not extend it. 15.4 Assignment; Change of Control. You may not assign, delegate, or transfer these Terms, in whole or in part, whether by operation of law, merger, or change of control, without our prior written consent; any attempted assignment in violation of this sentence is void. We may, without your consent and without notice except as any applicable data-protection law requires, assign or transfer these Terms and all of our rights and obligations under them, in whole or in part, (a) to a successor or acquirer in connection with a merger, acquisition, or sale of substantially all of our business or assets, or (b) to an affiliate, subsidiary, or newly formed entity in connection with a corporate conversion, reorganization, or contribution or drop-down of assets undertaken to effect a sale, reorganization, or transfer of the specific business line or product to which these Terms relate. Upon such an assignment, all of our rights under these Terms pass to the assignee, the assignee assumes our obligations arising after the assignment, and your continued use of the Service constitutes acknowledgment of the assignee as "RIAMark" going forward. A change in our ownership, control, equity holders, or entity form is not a breach of, default under, or ground to terminate, suspend, renegotiate, or re-price these Terms, and does not trigger any right of termination, consent, first refusal, most-favored-nation, audit, or refund on your part. This §15.4 controls over any contrary term in a Customer purchase order or procurement addendum.

15.5 Regional and Supplemental Terms. No jurisdiction-specific supplemental term applies today. Where a supplemental jurisdiction-specific term applies, it controls over a conflicting general term of these Terms for that jurisdiction only.

Contact

RIAMark — Ellis Intelligence LLC Email: legal@ellisintel.com Address: 1500 N Grant St, Ste N, Denver, CO 80203, USA