Terms of Service

1. Agreement

These Terms of Service ("Terms") govern your access to and use of all Vault & Compass, LLC ("Vault & Compass," "we," "us," or "our") products and services, including Prismfolio, Sheetful, and vaultcompass.io (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Services.

You must be at least 18 years old to use our Services. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" refers to that entity.

These Terms, together with any order or checkout confirmation for paid Services and our Privacy Policy, constitute the entire agreement between you and Vault & Compass with respect to the Services and supersede all prior or contemporaneous agreements, proposals, or representations, whether written or oral.

2. Not financial advice

Vault & Compass is a software company. Our products are tools that help you organize and understand financial information. Nothing in our Services constitutes financial advice, investment advice, tax advice, or legal advice. We are not a registered investment advisor, broker-dealer, or financial institution.

All output from our products (including portfolio analysis, fee calculations, and budget summaries) is provided for informational purposes only. You should consult a qualified financial advisor, attorney, or tax professional before making financial decisions.

3. License to the Services

Grant.Subject to these Terms and for the duration of your right to use the applicable Services (including each paid Subscription Term for which you have completed payment, or your use of free Services we make available), Vault & Compass grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for your own personal or internal business purposes, in accordance with our documentation and applicable law. This license terminates when your access to the applicable Services ends, whether by cancellation, termination, suspension, or expiration of these Terms.

Restrictions. You will not, and will not permit any third party to, directly or indirectly: (i) copy, frame, mirror, or create derivative works of the Services except as expressly permitted by applicable law; (ii) sell, rent, lease, sublicense, or otherwise commercialize access to the Services to any third party; (iii) use the Services to build a competing product or service, or to benchmark the Services for public competitive disclosure, without our prior written consent; (iv) reverse engineer, decompile, or disassemble any part of the Services, except to the extent such restriction is prohibited by applicable law; (v) remove, obscure, or alter any proprietary notices, trademarks, or branding contained in or on the Services; (vi) probe, scan, or test the vulnerability of our systems except as part of an authorized security disclosure program or with our prior written permission; or (vii) access the Services except through interfaces we provide (including any API only as authorized under separate terms, if offered). These restrictions apply in addition to the Prohibited Uses section below.

No sale. These Terms do not constitute a sale and do not convey to you any rights of ownership in or related to the Services, the underlying software, or any intellectual property rights therein.

Open-source components. The Services may include third-party or open-source components governed by their own licenses. Those licenses apply to those components only and do not expand your rights in our proprietary Services beyond what these Terms allow.

4. Your data

Ownership.As between you and Vault & Compass, you retain all ownership rights in the financial information, spreadsheets, messages, and other content you submit or connect through the Services ("Your Data"). Nothing in these Terms transfers ownership of Your Data to us. You are responsible for the accuracy, quality, and legality of Your Data and the means by which you acquired it.

License to host Your Data. To operate the Services, you grant us a limited, non-exclusive license to host, copy, process, transmit, and display Your Data solely as necessary to provide, secure, and improve the Services, and as otherwise described in our Privacy Policy. This license continues for as long as Your Data is retained under our Privacy Policy. When the Services no longer require retention of Your Data, we delete or anonymize it as described in the Privacy Policy.

Aggregated and anonymized data. We may collect, use, and disclose aggregated or de-identified data derived from your use of the Services (for example, aggregate traffic statistics, feature usage patterns) that does not identify you personally. We may use such data during and after the term of these Terms to analyze, improve, and develop the Services and our product offerings. All use of such data will be subject to our Privacy Policy.

5. Our responsibilities

Provision of the Services. During any period for which (a) you use free Services we make available, or (b) you have timely paid all fees owed for paid Services applicable to that period, we will use commercially reasonable efforts to make those Services available to you in accordance with these Terms and our then-current published documentation.

Protection of data. The security of Your Data is important to us. We use commercially reasonable physical, administrative, and technical safeguards to preserve the integrity and security of Your Data once we receive it. No method of electronic transmission or storage is 100% secure, and we cannot ensure or warrant the absolute security of any information you transmit to or store in the Services.

Privacy Policy. We handle personal information as described in our Privacy Policy. We reserve the right to update the Privacy Policy from time to time and will provide notice of material changes (for example, by updating the date on that page and, where appropriate, notifying active users by email).

Subprocessors. You acknowledge that we may engage third-party service providers (subprocessors) to host, operate, or support parts of the Services. Our personnel and subprocessors who need access to provide or secure the Services are bound by confidentiality and data-processing obligations consistent with our Privacy Policy.

Maintenance and updates. We may modify, update, or discontinue parts of the Services from time to time. We will use commercially reasonable efforts to provide advance notice of material changes where practicable. Your continued use of the Services after such changes constitutes acceptance of the modified Services.

6. Your responsibilities

You agree that you will:

• Use the Services only in compliance with all applicable federal, state, local, and international laws, rules, and regulations, including laws related to privacy, data protection, intellectual property, consumer protection, and false advertising
• Be responsible for the accuracy, quality, and legality of Your Data and the means by which you acquired it
• Where an account is required, provide accurate and complete information, keep your credentials secure and confidential, and be responsible for all activity that occurs under your account
• Use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify us promptly (and in any event within 48 hours) at hello@vaultcompass.io of any unauthorized access or use
• Not obtain, use, or disclose another person's information through the Services except as you are lawfully permitted
• Comply with the terms of service, documentation, policies, and any other terms applicable to third-party services you use in connection with the Services

7. Third-party services

Use of third-party products and services. The Services integrate with third-party services, including Plaid (bank and investment connectivity), Google (authentication and Sheets access), Microsoft (OneDrive and Excel access), Formspree (contact and waitlist forms on vaultcompass.io), Plausible Analytics (privacy-oriented, aggregate website statistics), and our payment processor(s). Your use of those services is governed by their respective terms and privacy policies. Any exchange of data between you and a third-party service provider is solely between you and that provider. We do not warrant or support, and shall have no liability for, any third-party services.

Third-party services and Your Data. If you connect or enable a third-party service for use with the Services, you grant us permission to allow the provider of that third-party service to access Your Data as required for the integration and interoperation of that service with the Services. We are not responsible for any disclosure, modification, or deletion of Your Data by a third-party service provider.

Integration continuity. The Services may contain features designed to interoperate with third-party services. To use such features, you may be required to obtain access to those services directly and to grant us access to your account(s) on those services. We cannot guarantee the continued availability of such integrations, and we may cease providing them without entitling you to any refund, credit, or other compensation if the discontinuation is caused by the third party.

Plaid connections. Plaid connections are read-only. We are never granted the ability to move, transfer, or modify funds in any connected account.

8. Term, fees, and payment

Term.These Terms apply from the first time you access or use the Services and continue until your access ends in accordance with these Terms. Certain features may be offered at no charge; others require payment. For paid Services, your right to the paid features runs for the subscription period you select at checkout or in your account (each, a "Subscription Term"), including any renewal period for which you pay, as described below.

Fees.You agree to pay all fees and charges for the Services you select, at the prices and on the billing cycle shown at checkout or in your billing settings ("Fees"). Unless we state otherwise, Fees are in U.S. dollars. We have no obligation to make paid Services available until applicable Fees are received. You are responsible for all applicable taxes, duties, and government charges associated with the Services (we may collect them where required), excluding taxes assessed on our income. If you believe an invoice is incorrect, you must notify us in writing within thirty (30) days of the charge; otherwise you waive the dispute as to that charge, except where applicable law does not permit such a waiver.

Payment. You authorize us and our payment processors to charge your designated payment method for all Fees when due. For recurring subscriptions, we may charge at the start of each billing period until you cancel. You must keep payment and contact information current. It is your sole responsibility to provide current and valid payment information; failure to do so may result in suspension or loss of access to paid features.

Failure to pay. If you fail to pay any Fees within thirty (30) days after they are due, we may suspend your access to paid features of the Services until all outstanding amounts are paid. If you fail to pay any amount due under these Terms, we may initiate a collection action and you agree to reimburse us for our reasonable costs of collection.

Our obligation to provide the Services. During any period for which (a) you use free Services we make available, or (b) you have timely paid all Fees owed for paid Services applicable to that period, we will use commercially reasonable efforts to make those Services available to you in accordance with these Terms and our then-current published materials. This obligation does not apply to features you have not purchased, to periods after termination or suspension, or to failures caused by factors outside our reasonable control (including third-party services, your equipment, or your violation of these Terms).

Renewal and cancellation. Paid subscriptions renew automatically for successive Subscription Terms equal in length to the prior term unless you cancel through the account or cancellation method we provide before the renewal date, or unless we state otherwise at checkout. Cancellation takes effect at the end of the then-current Subscription Term unless we say otherwise. We may change Fees for a renewal with at least thirty (30) days advance notice; if you do not agree, you may cancel before the increase applies.

Refunds. Unless required by law or expressly stated at checkout or in a separate refund policy we publish, Fees are non-refundable once the Subscription Term has started. Statutory or card-network rights may still apply.

9. Prohibited uses

Except as expressly authorized by Vault & Compass, you may not, and shall not permit any third party to, directly or indirectly:

• Violate any applicable law or regulation in connection with your use of the Services
• Scrape, harvest, or systematically extract data from the Services
• Attempt to gain unauthorized access to our systems, networks, or other users' accounts
• Reverse engineer, decompile, or disassemble any part of the Services, except to the extent such restriction is prohibited by applicable law
• Transmit malware, viruses, or other harmful code
• Resell, sublicense, or otherwise make the Services available to third parties without our prior written permission
• Use the Services in any manner that could damage, disable, overburden, place an unreasonable load on, or impair the Services, their computer systems, or networks
• Use the Services or documentation to build a competitive product or service, or to copy any ideas, features, functions, or graphics of the Services

10. Security measures and suspension

The Services may contain technological measures designed to prevent unauthorized or illegal use. We may use these measures to maintain the security and reliability of the Services, verify your compliance with these Terms, and enforce our intellectual property rights.

We may restrict or suspend your access to the Services, in whole or in part, if we reasonably determine that: (a) your use presents a security risk to the Services or any third party; (b) your use could adversely impact the Services, our systems, or other users; (c) your use may subject us or any third party to liability; or (d) you are in violation of these Terms.

Where practicable, we will provide you with notice prior to any suspension and an opportunity to cure the issue. We will limit suspension to the scope reasonably necessary and will remove it as promptly as practicable after the circumstances leading to the suspension have been resolved.

11. Confidentiality

Definition.Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") may disclose business, technical, or financial information relating to the Disclosing Party's business that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Our Confidential Information includes non-public details about the Services, security practices (except general best practices), roadmaps, pricing proposals not yet public, and unreleased product or beta materials. Your Confidential Information includes non-public business or technical information you clearly designate in writing as confidential when shared with us outside of routine account data. Routine account content and support communications are governed by the Privacy Policy.

Obligations.The Receiving Party will: (a) use the Disclosing Party's Confidential Information only to exercise rights or perform obligations under these Terms; (b) protect it using at least the same degree of care it uses for its own similar information, but no less than reasonable care; (c) limit access to employees, contractors, and advisors who need to know and who are bound by confidentiality obligations no less protective than these Terms; and (d) not disclose Confidential Information to third parties except as permitted in this section.

Exclusions.Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) the Receiving Party lawfully knew without confidentiality obligations before disclosure by the Disclosing Party; (iii) the Receiving Party independently developed without use of the Disclosing Party's Confidential Information; or (iv) the Receiving Party rightfully received from a third party without confidentiality restrictions.

Compelled disclosure. The Receiving Party may disclose Confidential Information if required by law or court order, provided that (unless prohibited by law) the Receiving Party gives the Disclosing Party reasonable prior notice and cooperates in seeking a protective order. The Receiving Party will disclose only what is legally required.

Return or deletion.On written request following termination of these Terms, and subject to backup retention and legal requirements, each party will return or destroy the other party's Confidential Information in its possession. The Receiving Party may retain copies required by law or in secure archival backups not actively used.

Survival. Confidentiality obligations survive termination of these Terms for five (5) years, or longer for trade secrets for as long as they remain secret under applicable law. Nothing in this section restricts your ability to discuss your own experience using publicly released features of the Services.

12. Intellectual property

Our IP.The Services, including software, visual design, documentation, trademarks, logos, databases (other than Your Data), and all content made available through the Services, are owned by Vault & Compass LLC or our licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. Except for the limited license expressly granted in Section 3, we reserve all rights, title, and interest. Nothing in these Terms will confer in you or any third party any right of ownership in the foregoing.

Your IP. You retain all rights you hold in Your Data and in your own branding you provide to us. You represent and warrant that you have the rights necessary to submit Your Data and to grant the licenses in these Terms.

Feedback.If you provide us with suggestions, ideas, corrections, or other feedback about the Services ("Feedback"), you grant Vault & Compass, LLC a perpetual, irrevocable, royalty-free, worldwide, assignable, sublicensable, transferable license to use, incorporate, and otherwise exploit that Feedback without restriction or compensation to you. We are under no obligation to implement any Feedback. Do not include trade secrets or confidential information of third parties in Feedback unless you have the right to share them.

13. Disclaimers

THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT:

• The Services will be uninterrupted, timely, error-free, or secure
• Any data or analysis produced by the Services is accurate, complete, or current
• The Services will meet your specific requirements
• Defects in the Services will be corrected

Financial data retrieved via Plaid reflects what your financial institution reports and may not always be up to date. Always verify important financial information directly with your institution. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

14. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, VAULT & COMPASS LLC AND ITS OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOST PROFITS, LOSS OF GOODWILL, OR FINANCIAL LOSSES ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR YOUR USE OF THE SERVICES IS LIMITED TO THE GREATER OF: (1) THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS BEFORE THE CLAIM AROSE, OR (2) $500 USD. IF APPLICABLE LAW DOES NOT PERMIT THE LIMITATION OF CERTAIN DAMAGES, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

15. Indemnification

You agree to indemnify and hold harmless Vault & Compass LLC, and its officers, directors, employees, and agents, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) Your Data or your use of Your Data with the Services; (c) your violation of these Terms; (d) your violation of any applicable law or regulation; or (e) your violation of any third-party rights. We will provide you with prompt notice of any such claim and will cooperate reasonably in the defense of such claim at your expense.

16. Term and termination

Term.These Terms are effective from the date you first access or use the Services and continue for the duration of your use, including any paid Subscription Terms and renewals thereof (the "Term"). If you are using a free version of the Services, the Term continues until either party terminates these Terms in accordance with this section.

Termination for material breach. Either party may terminate these Terms upon written notice to the other party if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after written notice of such breach is delivered. This provision does not limit our ability to suspend your access to the Services as described in Section 10.

Termination by you. You may cancel your account or stop using the Services at any time. For paid subscriptions, cancellation takes effect at the end of the then-current Subscription Term as described in Section 8.

Termination by us. We may terminate your access to the Services or these Terms immediately upon written notice if: (a) you materially breach these Terms and do not cure within the notice period above; (b) you become subject to bankruptcy, insolvency, or similar proceedings; or (c) we cease offering the Services. We may also terminate free accounts at any time upon notice to you.

Effect of termination. Upon termination of these Terms: (a) all rights and licenses granted to you will immediately terminate; (b) you will no longer have the right to access or use the Services; (c) if you terminate due to our uncured material breach, we will refund any unused, prepaid Fees for the remainder of the then-current Subscription Term; (d) if we terminate due to your uncured material breach, you will pay any unpaid Fees covering the remainder of the then-current Subscription Term. In no event will any termination relieve you of the obligation to pay Fees for the period prior to the effective date of termination.

Your Data after termination. Within thirty (30) days following termination, upon your written request, we will make Your Data available for export or provide a copy in a standard format. After this period, we may delete Your Data in accordance with our Privacy Policy. Data may be retained in secure backups for a limited period before permanent deletion and cannot be recovered once deleted.

Survival. The following sections survive any termination or expiration of these Terms: License to the Services (restrictions only), Your Data (ownership and license to host provisions), Confidentiality, Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Term and Termination (effect of termination, survival, data provisions), Dispute Resolution, and General Provisions.

17. Dispute resolution

Governing law. These Terms are governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of law principles.

Informal resolution. Before filing any formal legal claim, you agree to contact us at hello@vaultcompass.io and give us sixty (60) days to resolve the issue informally.

Arbitration. If we cannot resolve a dispute informally, disputes will be resolved by binding arbitration under the rules of the American Arbitration Association, on an individual basis. You waive the right to participate in a class action lawsuit or class-wide arbitration.

Time limitation. Any claim arising from these Terms must be raised within two (2) years of when you knew or should have known about the issue. Claims raised after that period are waived to the extent permitted by applicable law.

18. Changes to these Terms

We may update these Terms from time to time. We will update the "Last updated" date at the top of this page. For material changes, we will provide at least thirty (30) days advance notice (for example, by email to active users or through a notice within the Services). Your continued use of the Services after the updated Terms take effect constitutes your acceptance of the new Terms.

19. General provisions

Force majeure.Neither party will be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) where such failure or delay results from causes beyond the party's reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, strikes, equipment failure, power outages, internet disruptions, or changes in law ("Force Majeure"). If a Force Majeure event continues for more than thirty (30) consecutive days, either party may terminate these Terms upon written notice, and we will refund any prepaid Fees for Services not yet delivered on a pro-rata basis.

Assignment. You may not transfer or assign any of your rights or obligations under these Terms without our prior written consent. We may transfer or assign our rights and obligations under these Terms without your consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, or to an affiliate. Any attempted transfer in violation of this section will be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will continue in full force and effect.

Waiver. No failure or delay by either party in exercising any right or provision of these Terms will constitute a waiver of that right or provision. A waiver of any right or provision will be effective only if in writing and signed by the waiving party.

Headings. All section headings in these Terms are for convenience only and have no legal or contractual effect.

Independent relationship. Nothing in these Terms creates an employment relationship, agency, partnership, or joint venture between you and Vault & Compass.

Notices. We may provide notices to you via email to the address associated with your account, by posting on the Services, or by other reasonable means. You may send notices to us at hello@vaultcompass.io. Notices are effective upon receipt.

20. Contact

Questions about these Terms: