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Effective dateAugust 22, 2026
Last updatedAugust 22, 2026
Review cadenceAnnually each January, and upon any material change

Anteriq Terms of Service

These Terms of Service (“Agreement”) govern access to and use of the Anteriq cloud-based practice management and client operations platform for financial planning firms. PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT PROVISIONS THAT LIMIT ANTERIQ’S LIABILITY, DISCLAIM WARRANTIES, AND WAIVE THE RIGHT TO A JURY TRIAL. By clicking “I agree” (or a substantially similar control), signing or accepting an Order that references this Agreement, or accessing or using the Service, the entity accepting this Agreement (“Customer”) agrees to be bound by this Agreement and acknowledges that it has read, understood, and accepts it. If the individual accepting this Agreement is doing so on behalf of a company or other legal entity, that individual represents and warrants that the individual is duly authorized to, and does, bind that entity to this Agreement, in which case “Customer” refers to that entity and “individual” refers to such authorized representative. If the individual does not have such authority, or if Customer does not agree to this Agreement, the individual must not accept this Agreement and neither the individual nor Customer may access or use the Service. Customer’s acceptance is effective as of the earliest of the date it first clicks “I agree,” accepts an applicable Order, or accesses or uses the Service.

This Agreement is entered into by and between Anteriq, LLC (“Anteriq,” “we,” “us,” or “our”) and Customer (each a “Party,” together the “Parties”). This Agreement is presented and accepted through a self-serve online clickwrap process, and Customer agrees that its electronic acceptance has the same legal force and effect as a handwritten signature and forms a binding and enforceable contract. No signature or countersignature by Anteriq, and no further action by either Party, is required for this Agreement to take effect. Customer represents that it is a validly existing legal entity, is not barred from using the Service under applicable law, and is entering into this Agreement for business purposes and not as a consumer.

1. Definitions

Capitalized terms have the meanings given below or where first defined in this Agreement. Section headings are for convenience only and do not affect interpretation. The words “include,” “includes,” and “including” are deemed to be followed by “without limitation,” and “e.g.” and “such as” are illustrative and not limiting. References to a document (including this Agreement, any Order, the DPA, and any policy) refer to that document as amended or updated from time to time in accordance with its terms. Words in the singular include the plural and vice versa. No rule of construction requiring interpretation against the drafting Party applies to this Agreement.

  • “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than 50% of the voting interests of the subject entity or the power, directly or indirectly, to direct or cause the direction of its management and policies, whether through ownership of voting securities, by contract, or otherwise.
  • “Customer” means the financial planning firm, registered investment adviser, or other financial-services entity that accepts this Agreement and subscribes to the Service.
  • “Customer Data” means all data, information, and content that Customer or its End Clients submit to, upload to, or generate within the Service, including the detailed personal and financial information described in Section 4 (e.g., account balances, assets, investments including digital assets/cryptocurrency, liabilities, income and expenses, insurance policy numbers, demographic and household information, and tax filing status). Customer Data does not include Usage Data or aggregated or de-identified data derived from the operation of the Service.
  • “Documentation” means the usage guides, help materials, and policies that Anteriq makes generally available for the Service, as Anteriq may update from time to time, with the then-current version controlling.
  • “DPA” means Anteriq’s Data Processing Addendum referenced in Section 4, as updated from time to time in accordance with its terms, which governs Anteriq’s processing of personal data on Customer’s behalf.
  • “End Client” means an individual client, prospective client, household member, or other natural person of Customer who is invited to and uses the Service through Customer’s account. End Clients are not customers of Anteriq and have no contractual relationship with Anteriq under this Agreement.
  • “Order” means an online subscription enrollment, plan selection, or ordering screen (including any self-serve checkout or order form) that references this Agreement and specifies the subscription plan, fees, and term.
  • “Service” means the Anteriq multi-tenant, cloud-hosted practice management and client operations platform for financial planning firms, and associated features, together with the Documentation, made available by Anteriq under this Agreement. The Service is software only and does not include any financial, investment, tax, legal, or other professional advice.
  • “Subscription Term” means the period during which Customer is authorized to access the Service, as specified in the applicable Order, including any renewal terms.
  • “Usage Data” means data and information about the configuration, performance, and use of the Service that Anteriq collects in connection with providing, securing, monitoring, and improving the Service, in a form that does not directly identify any End Client.

2. The Service; License Grant; Anteriq Responsibilities

2.1 License Grant. Subject to Customer’s continued compliance with this Agreement and the applicable Order, and conditioned on timely payment of all fees, Anteriq grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable, worldwide right during the Subscription Term to access and use the Service for Customer’s internal business purposes, namely, operating its financial planning practice and onboarding and servicing Customer’s own End Clients. All rights not expressly granted in this Agreement are reserved by Anteriq and its licensors, and no rights are granted by implication, estoppel, or otherwise.

2.2 Access. Customer and its authorized users (and, where applicable, Customer’s End Clients) may access the Service through the credentials and authentication mechanisms provided by Anteriq. Customer is responsible for (a) configuring its account, (b) all acts and omissions of its authorized users and End Clients in connection with the Service as if they were Customer’s own, (c) all activity occurring under its account or credentials, and (d) maintaining the confidentiality and security of account credentials. Customer will use commercially reasonable efforts to prevent unauthorized access to or use of the Service, will promptly notify Anteriq of any suspected or actual unauthorized access or use, and will reasonably cooperate with Anteriq to remediate any such incident.

2.3 Restrictions. Customer will not, and will not permit or enable any third party to: (a) copy, modify, translate, or create derivative works of the Service; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the Service, except to the extent such restriction is prohibited by applicable law; (c) rent, lease, sell, resell, sublicense, distribute, or otherwise make the Service available to third parties other than Customer’s own authorized users and End Clients as intended; (d) use the Service to develop, or to assist in developing, a competing product or service, or for benchmarking or competitive analysis; (e) interfere with, disrupt, circumvent, or attempt to gain unauthorized access to the Service, its security controls, or its usage or access limits; (f) access or use the Service to build or train any machine-learning or artificial-intelligence model, or scrape, harvest, or extract data from the Service by automated means except through functionality expressly made available by Anteriq; (g) remove, obscure, or alter any proprietary rights or confidentiality notices in the Service; or (h) use the Service in violation of applicable law or in any manner that is unlawful, harmful, or infringing.

2.4 Anteriq Responsibilities. Anteriq will (a) make the Service available in accordance with this Agreement and any applicable Order, (b) provide the Service using reasonable technical and organizational measures, as further described in the DPA and its Security Exhibit, and (c) provide support for the Service as described in the Documentation. Anteriq may use subcontractors and third-party service providers, including hosting and infrastructure providers, to provide the Service, and remains responsible for their performance to the extent set forth in the DPA. Anteriq will provide Customer at least 30 days’ prior notice of intended additions or replacements of Subprocessors as described in the DPA. Anteriq will notify Customer of a confirmed Security Incident affecting Customer Data without undue delay and in any event no later than 72 hours after Anteriq confirms the Security Incident, as further described in the DPA.

2.5 Modifications to the Service. Anteriq may update, modify, enhance, or discontinue features of the Service from time to time in its discretion. Anteriq will not materially degrade the core functionality of the Service during the then-current Subscription Term, provided that Anteriq may modify or deprecate non-core features and may make changes required for legal, security, or technical reasons. Changes to the legal terms of this Agreement are governed by Section 11.

3. Fees, Billing, and Auto-Renewal

3.1 Fees. Customer will pay the subscription fees and any other charges specified in the applicable Order. All fees are stated and payable in U.S. dollars, and Customer authorizes Anteriq and its payment processor to charge Customer’s designated payment method for all fees when due, including upon each renewal. Except as expressly provided in this Agreement, all fees are non-refundable and all payment obligations are non-cancelable. Customer must notify Anteriq in writing of any good-faith dispute regarding an invoiced or charged amount within 30 days of the charge; amounts not disputed within that period are deemed accepted. Because Anteriq offers month-to-month subscriptions, Customer is not locked into a long-term commitment; the non-refundable policy applies to each monthly period already charged.

3.2 Billing Cadence and Amounts. Subscriptions are billed monthly on a month-to-month basis. Specific fee amounts, plan tiers, and usage-based or other charges are as specified in the applicable Order at the time of purchase. Anteriq does not state specific prices in these Terms; the Order is the controlling fee document.

3.3 Payments Architecture; No Pooled Funds. Customer authorizes payment of fees through the third-party payment processor integrated with the Service. Payment-card data is handled by that processor; Anteriq does not receive, store, or process full payment-card numbers. To the extent the Service enables Customer to configure payment features for Customer’s own clients, those payments are processed through Customer’s own payment-processor account and Anteriq only facilitates the technical integration. Anteriq does not hold, pool, custody, escrow, or transmit Customer or End Client funds, and no such funds flow through, accumulate in, or are held within any Anteriq-owned or Anteriq-controlled payment balance. Anteriq is not a money transmitter, payment intermediary, escrow agent, or payment facilitator with respect to those funds. Customer’s use of any payment processor is subject to that processor’s own terms, and Customer is responsible for maintaining its payment arrangements in good standing.

3.4 Auto-Renewal. Each monthly Subscription Term automatically renews for successive one-month periods at the then-current fees unless cancelled in accordance with this Agreement. Customer may cancel at any time through the Service’s account or billing controls; cancellation takes effect at the end of the current paid monthly period, and no partial-month refund is issued.

3.5 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, and similar taxes, excluding taxes based on Anteriq’s net income. If Customer is required by law to withhold any taxes from amounts payable to Anteriq, Customer will gross up the payment so that Anteriq receives the full amount stated in the Order, net of such withholding.

3.6 Late Payment; Suspension. If any undisputed amount is past due, Anteriq may, after providing notice and a 14-day opportunity to cure, suspend access to the Service until payment is made. Suspension for non-payment does not relieve Customer of its payment obligations, and Customer will reimburse Anteriq for reasonable costs of collection, including reasonable attorneys’ fees.

4. Customer Data: Ownership and License

4.1 Ownership. As between the Parties, Customer (and its End Clients, as applicable) retains all right, title, and interest in and to Customer Data. This Agreement does not grant Anteriq any ownership rights in Customer Data.

4.2 Nature of Customer Data. Customer acknowledges that Customer Data may include sensitive personal and financial information of End Clients, such as account balances, assets, investments (including digital assets/cryptocurrency), liabilities, income and expenses, insurance policy numbers, demographic and household information, and tax filing status. Customer agrees not to submit to the Service any (a) health or medical data, (b) government-issued identification numbers except as expressly supported by the Service, (c) biometric data, or (d) full payment-card numbers or other cardholder data. Any submission of data in breach of this Section is a material breach of this Agreement and is subject to Customer’s indemnification obligations under Section 9.2.

4.3 License to Anteriq. Customer grants Anteriq a limited, non-exclusive, worldwide, royalty-free license (including the right to sublicense to Anteriq’s Affiliates and subprocessors solely to provide the Service) to host, store, process, transmit, display, and otherwise use Customer Data solely as necessary to provide, secure, maintain, and support the Service for Customer and to comply with applicable law. Except as permitted by this Agreement and the DPA, Anteriq will not use Customer Data for any other purpose.

4.4 Data Protection; DPA and Privacy Policy. Anteriq’s confidentiality obligations with respect to, and its processing of, personal data within Customer Data are governed by the DPA, which is incorporated into this Agreement by reference. Anteriq’s public Privacy Policy describes Anteriq’s privacy practices for personal information Anteriq processes in its own capacity and provides additional information about Anteriq’s role as a service provider or processor for Customer firms. In the event of a conflict between this Agreement and the DPA regarding the processing of personal data on Customer’s behalf, the DPA controls.

4.5 Customer Responsibilities for Customer Data. Customer represents and warrants that it has all rights, consents, and authority necessary to submit Customer Data to the Service and to grant the license in Section 4.3, and that its and its End Clients’ use of the Service complies with applicable law. Customer is solely responsible for providing all notices to, and obtaining all consents and authorizations from, its End Clients required for Anteriq to process Customer Data as contemplated by this Agreement and the DPA, and for its own compliance with applicable privacy and data-protection laws. Customer is responsible for the accuracy, quality, and legality of Customer Data.

4.6 Usage Data; Aggregated Data. Anteriq may collect, generate, and use Usage Data and aggregated or de-identified data to operate, secure, analyze, and improve the Service and Anteriq’s other products and services, provided that such data does not identify Customer or any End Client. As between the Parties, Anteriq owns all Usage Data and aggregated or de-identified data, and may retain and use such data during and after the Subscription Term.

5. Confidentiality

5.1 Definition. “Confidential Information” means non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information includes the terms of this Agreement, Customer Data (as Customer’s Confidential Information), and the non-public features and performance of the Service (as Anteriq’s Confidential Information).

5.2 Obligations. The Receiving Party will (a) use the Disclosing Party’s Confidential Information only to exercise its rights and perform its obligations under this Agreement, (b) protect such Confidential Information using at least the same degree of care it uses for its own confidential information of like nature (and no less than a reasonable degree of care), and (c) not disclose such Confidential Information except to its employees, Affiliates, agents, and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section. The Receiving Party is responsible for any breach of this Section by any person to whom it discloses Confidential Information.

5.3 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Receiving Party, (b) was rightfully known to the Receiving Party without confidentiality obligations before disclosure, (c) is rightfully obtained from a third party without confidentiality obligations, or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

5.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided that, where legally permitted, it gives the Disclosing Party reasonable prior notice and reasonable cooperation to seek protective treatment. Any such disclosure will be limited to the minimum required, and the disclosed information will otherwise remain subject to the confidentiality obligations of this Section.

5.5 Equitable Relief. The Receiving Party acknowledges that any actual or threatened breach of this Section may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the Disclosing Party is entitled to seek injunctive or other equitable relief, without the need to post a bond or prove actual damages, in addition to any other remedies available at law or in equity.

5.6 Return or Destruction. Upon the Disclosing Party’s written request or upon termination or expiration of this Agreement, the Receiving Party will, at the Disclosing Party’s option, return or destroy the Disclosing Party’s Confidential Information in its possession or control, except that the Receiving Party may retain copies required by law or its routine backup procedures and, as to Customer Data, will follow Section 10.5. Confidential Information so retained remains subject to this Section for so long as it is retained.

6. Warranty Disclaimer

General Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANTERIQ AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ANTERIQ DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT ALL DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR ANY OUTPUTS WILL BE ACCURATE, COMPLETE, OR MEET CUSTOMER’S REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULT. CUSTOMER ASSUMES RESPONSIBILITY FOR ITS SELECTION AND USE OF THE SERVICE TO ACHIEVE ITS INTENDED RESULTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

6.2 Third-Party and Beta Features. THE SERVICE MAY INTEROPERATE WITH OR RELY ON THIRD-PARTY PRODUCTS, INTEGRATIONS, OR SERVICES (INCLUDING PAYMENT PROCESSORS, HOSTING PROVIDERS, AND ELECTRONIC-SIGNATURE PROVIDERS) THAT ANTERIQ DOES NOT CONTROL AND FOR WHICH ANTERIQ MAKES NO WARRANTY AND HAS NO RESPONSIBILITY. ANY BETA, TRIAL, EVALUATION, OR EARLY-ACCESS FEATURES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT ANY TIME.

7. No Professional Advice (Pure Software Vendor)

7.1 Software Only. The Service is a software platform only, and Anteriq is a software vendor. Anteriq does not provide, and the Service does not constitute, any financial, investment, tax, accounting, legal, insurance, or other professional advice, recommendation, opinion, or fiduciary service of any kind. Any calculations, projections, analyses, or other outputs of the Service are informational and computational tools only, may rely on assumptions and on data provided by Customer or its End Clients, and must be independently reviewed and verified by Customer using its own professional judgment. No output of the Service is intended or should be construed as advice to Customer or to any End Client, and Customer assumes all risk arising from its and its End Clients’ reliance on the Service and its outputs.

7.2 Customer’s Sole Responsibility for Advice. Customer is solely responsible for any financial planning, investment, tax, insurance, or other advice or recommendations it provides to its End Clients, and for reviewing, supervising, and verifying any output of the Service before relying on or communicating it. Customer, not Anteriq, is the financial professional in the relationship with its End Clients. Anteriq is not a party to, has no duty to monitor, and has no responsibility for, any advisory or other relationship between Customer and its End Clients.

7.3 Regulatory Compliance. Customer is solely responsible for its own regulatory compliance, including any obligations applicable to it as a registered investment adviser, financial planner, or financial-services firm under the rules of the U.S. Securities and Exchange Commission (SEC), state securities and investment-adviser regulators, and any other applicable law or self-regulatory requirement. Customer’s use of the Service does not satisfy, replace, or discharge any of Customer’s regulatory, recordkeeping, supervisory, custody, suitability, fiduciary, or disclosure obligations, and Customer is responsible for maintaining its own compliance, supervisory, and recordkeeping systems. Customer acknowledges that it has independently determined that the Service is suitable for its intended use. Anteriq makes no representation that the Service, or Customer’s use of it, complies with any law or regulation applicable to Customer’s business.

7.4 No Fiduciary or Adviser Status. Nothing in this Agreement or in the operation of the Service makes Anteriq an investment adviser, broker-dealer, fiduciary, custodian, or financial professional with respect to Customer or any End Client, and Anteriq owes no fiduciary, professional, or advisory duty to Customer or any End Client. Anteriq has no obligation to monitor, review, or evaluate Customer Data or the advice, recommendations, or outcomes that Customer provides to or achieves for its End Clients.

8. Limitation of Liability

8.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR ITS AFFILIATES, LICENSORS, OR SUPPLIERS, WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

8.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO ANTERIQ UNDER THE APPLICABLE ORDER DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

8.3 Carve-Outs. The cap in Section 8.2 does not apply to (a) Customer’s payment obligations; (b) Customer’s breach of Section 2.3 or other infringement, misappropriation, or violation of Anteriq’s intellectual-property rights; (c) Customer’s indemnification obligations under Section 9.2; or (d) either Party’s gross negligence, willful misconduct, or fraud, or any liability that cannot be limited under applicable law. Anteriq’s indemnification obligations under Section 9.1 and either Party’s breach of Section 5 (Confidentiality) are instead subject to a separate aggregate cap equal to two times the amount determined under Section 8.2 (the “Enhanced Cap”). Except for the matters described in clause (d), the exclusion of indirect damages in Section 8.1 continues to apply to all claims, including those subject to the Enhanced Cap.

8.4 Essential Basis. The Parties agree that the limitations in this Section are an essential basis of the bargain and reflect the allocation of risk between the Parties.

8.5 Time to Bring Claims. Except for claims relating to a Party’s payment obligations, and to the maximum extent permitted by applicable law, no claim arising out of or related to this Agreement may be brought more than one year after the claim accrued.

9. Mutual Indemnification

9.1 By Anteriq. Anteriq will defend Customer against any third-party claim alleging that the Service, as provided by Anteriq and used in accordance with this Agreement, infringes that third party’s intellectual property rights, and will indemnify Customer for damages and reasonable costs finally awarded against Customer (or agreed in settlement) for such claim. Anteriq’s obligations do not apply to claims arising from (a) Customer Data, (b) modifications to the Service not made by Anteriq, (c) use of the Service in violation of this Agreement, or (d) combination of the Service with items not provided by Anteriq. If the Service becomes, or in Anteriq’s reasonable opinion is likely to become, the subject of an infringement claim, Anteriq may, at its option and expense, (i) procure the right for Customer to continue using the Service, (ii) modify or replace the Service so that it is non-infringing while materially preserving its functionality, or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected subscription and refund any prepaid, unused fees for the terminated portion of the Subscription Term. This Section states Anteriq’s entire liability, and Customer’s sole and exclusive remedy, for any claim of intellectual-property infringement.

9.2 By Customer. Customer will defend Anteriq and its Affiliates, and their respective officers, directors, employees, and agents, against any third-party claim (including any claim by an End Client) arising out of or relating to (a) Customer Data, (b) Customer’s or its End Clients’ use of the Service in violation of this Agreement or applicable law, (c) the advice or services Customer provides to its End Clients, (d) Customer’s breach of its representations in Section 4.5, or (e) Customer’s breach of Section 4.2, and will indemnify Anteriq for damages and reasonable costs finally awarded (or agreed in settlement) for such claim.

9.3 Procedure. The indemnified Party will (a) promptly notify the indemnifying Party of the claim (provided that failure to give prompt notice relieves the indemnifying Party of its obligations only to the extent it is actually prejudiced by the delay), (b) give the indemnifying Party sole control of the defense and settlement (provided that any settlement requiring an admission of liability, payment by, or any non-monetary obligation of the indemnified Party requires its prior written consent, not to be unreasonably withheld or delayed), and (c) provide reasonable cooperation at the indemnifying Party’s expense. The indemnified Party may participate in the defense with its own counsel at its own expense.

10. Term, Termination, and Post-Termination Data Handling

10.1 Term. This Agreement begins on the date Customer first accepts it and continues for so long as Customer has an active Subscription Term, plus any periods necessary to wind down as described below.

10.2 Termination for Convenience. Either Party may terminate this Agreement or an Order for convenience upon 30 days’ written notice. Customer may also cancel a month-to-month subscription through the Service’s account or billing controls, with cancellation effective at the end of the then-current paid monthly period. Termination for convenience or cancellation does not entitle Customer to a refund except as expressly provided in Section 3.1.

10.3 Termination for Cause. Either Party may terminate this Agreement for cause if the other Party materially breaches this Agreement and fails to cure the breach within 30 days after receiving written notice of the breach. In addition, Anteriq may terminate this Agreement or any Order immediately upon written notice if Customer breaches Section 2.3 (Restrictions) or Section 4.2, infringes or misappropriates Anteriq’s intellectual-property rights, or if Customer becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, receivership, or similar proceeding that is not dismissed within 60 days.

10.4 Effect of Termination. Upon termination or expiration, Customer’s right to access and use the Service ends, and Customer will cease all use of the Service. Termination or expiration does not relieve Customer of its obligation to pay all fees and other amounts accrued or payable for the period prior to the effective date of termination or expiration, all of which become immediately due and payable.

10.5 Post-Termination Data Export and Deletion. For a period of 30 days after termination or expiration (the “Export Window”), Anteriq will make Customer Data available for export by Customer in a commercially reasonable format. After the Export Window, Anteriq will delete or de-identify Customer Data in accordance with the DPA and Anteriq’s Data Retention & Deletion policy (the “Retention Policy”), except to the extent retention is required by applicable law, necessary for legitimate legal or security purposes, or maintained in routine backup cycles that are subsequently overwritten. This Section is cross-referenced with, and subject to, the DPA and the Retention Policy.

10.6 Survival. Sections 1, 4.1, 4.4, 4.6, 5, 6, 7, 8, 9, 10.4–10.6, and 13, and any accrued payment obligations, survive termination or expiration.

10.7 Suspension. In addition to any suspension right under Section 3.6, Anteriq may suspend Customer’s or any user’s access to the Service, in whole or in part, without liability, if Anteriq reasonably determines that (a) continued use poses a security, integrity, or legal risk to the Service, Anteriq, or other customers, (b) Customer is in breach of Section 2.3 or is using the Service in violation of applicable law, or (c) suspension is required by law or legal process. Anteriq will use commercially reasonable efforts to provide advance notice and to limit the scope and duration of any suspension to the extent reasonably necessary, and will restore access promptly once the cause for suspension is resolved.

11. Modifications to These Terms (Clickwrap)

11.1 Updates. Anteriq may update this Agreement from time to time. Each version of this Agreement is identified by its effective date and version reference. The then-current version is made available within the Service or at Anteriq’s designated legal URL.

11.2 Notice and Effectiveness. Anteriq will provide notice of material changes to this Agreement by reasonable means (for example, in-product notice or electronic communication to Customer’s account contact) at least 30 days before the changes take effect. Non-material changes (such as clarifications and contact updates) may take effect upon posting. Changes required to comply with applicable law or to address a security risk may take effect on such shorter notice as is reasonable under the circumstances. Customer’s continued access to or use of the Service after the effective date of any change constitutes acceptance of the updated Agreement.

11.3 Acceptance. Customer accepts this Agreement and any updates through a clickwrap mechanism (for example, by clicking “I agree”) and/or by continuing to access or use the Service after updated terms take effect. If Customer does not agree to a material update, Customer may terminate in accordance with Section 10 before the update takes effect, subject to the refund terms in Section 3.1; Customer’s continued access to or use of the Service after the effective date constitutes acceptance of the update. Updates apply prospectively and do not retroactively alter rights or obligations that accrued before the effective date.

12.1 Consent. Customer consents, on behalf of itself and its authorized users, to receive notices, disclosures, agreements, and other records from Anteriq in electronic form, for example, by email to Customer’s account contact or by posting within the Service, and agrees that electronic delivery satisfies any legal requirement that such communications be in writing. This consent is provided under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA), and similar applicable laws.

12.2 Customer Responsibilities; Deemed Receipt. Customer is responsible for keeping its account contact information current and for maintaining the hardware, software, and internet access necessary to receive, access, and retain electronic communications. Electronic communications are deemed received when sent to Customer’s account contact or posted within the Service, absent indication of delivery failure, and Customer’s failure to receive a communication due to outdated contact information or its own systems does not affect the validity of such communication.

12.3 Withdrawal of Consent. Customer may withdraw this consent by closing its account, which may require discontinuing use of the Service. Withdrawal of consent does not affect the legal validity or enforceability of communications provided before the withdrawal takes effect.

12.4 Document Signing. This Section concerns only the electronic delivery of communications and records; it does not govern any document-signing process. Where the Service offers document signing, that signing is provided through a third-party electronic-signature provider under that provider’s own consent and disclosure terms.

13. General

13.1 Governing Law and Venue. This Agreement is governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules. Subject to Section 13.2, the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Douglas County, Colorado, and waive any objection to personal jurisdiction, venue, or inconvenient forum in those courts.

13.2 Dispute Resolution; Jury-Trial Waiver; Assignment. Before filing any lawsuit arising out of or relating to this Agreement, a Party must provide written notice of the dispute to the other Party and the Parties will attempt in good faith to resolve the dispute through business escalation for at least 30 days. This requirement does not prevent either Party from seeking injunctive or equitable relief, enforcing intellectual-property rights, or filing suit where necessary to avoid expiration of a limitations period. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, CLAIM, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. Neither Party may assign this Agreement without the other Party’s prior written consent, except that either Party may assign this Agreement in its entirety, without consent, to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any other attempted assignment is void.

13.3 Force Majeure. Neither Party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, and failures of third-party service providers.

13.4 Entire Agreement. This Agreement, together with any Order, the DPA, and any policies incorporated by reference, constitutes the entire agreement between the Parties regarding the Service and supersedes all prior or contemporaneous agreements and understandings on that subject. In the event of a conflict, the order of precedence is: (1) the DPA (as to personal data processing), (2) the applicable Order (as to commercial terms), and (3) this Agreement.

13.5 Severability. If any provision of this Agreement is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions will remain in full force and effect.

13.6 Notices and Contacts. Legal notices to Anteriq must be sent to legal@anteriq.com or, by mail, Anteriq, LLC, 11479 S Pine Dr, Parker, CO 80134. Privacy inquiries may be sent to privacy@anteriq.com, security notices to security@anteriq.com, abuse reports to abuse@anteriq.com, and support requests to support@anteriq.com. Notices to Customer may be sent to the account contact on file or posted within the Service. Notices are effective upon receipt or, for electronic notices, upon transmission absent indication of delivery failure.

13.7 Waiver. No failure or delay in exercising any right under this Agreement operates as a waiver of that right. A waiver is effective only if in writing.

13.8 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, fiduciary, or employment relationship.

13.9 No Third-Party Beneficiaries. This Agreement does not confer any rights on any third party, including End Clients.

13.10 Feedback. If Customer or its users provide suggestions, comments, or other feedback regarding the Service, Anteriq may freely use, incorporate, and exploit such feedback for any purpose without restriction, attribution, or obligation, and Customer grants Anteriq a perpetual, irrevocable, worldwide, royalty-free license to do so.

13.11 Export Control and Sanctions. Customer will comply with all applicable export control, economic sanctions, and anti-boycott laws. Customer represents that it and its authorized users are not located in, organized under the laws of, or ordinarily resident in any embargoed or sanctioned jurisdiction, are not identified on any government restricted-party or denied-party list, and will not access or use the Service in violation of such laws.

13.12 Publicity. Anteriq may identify Customer as a customer and use Customer’s name and logo in Anteriq’s customer lists and marketing materials in accordance with any trademark usage guidelines Customer provides. Customer may withdraw this permission upon written notice, effective on a going-forward basis.