Please read these Terms of Service carefully before using Soflo Consulting's services. This Agreement constitutes a legally binding contract between you and Soflo Consulting, LLC regarding your access to and use of our compliance platform and related services.
1. Acceptance of Terms
By accessing or using the Services (as defined below), you ("Client," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Agreement"). If you are entering into this Agreement on behalf of a business entity, you represent and warrant that you have the legal authority to bind that entity. If you do not agree to these Terms, you must immediately discontinue use of the Services.
2. Services Overview
Soflo Consulting, LLC ("Soflo Consulting," "we," "us," or "our") provides a software-based compliance platform designed to assist financial institutions and covered businesses in managing their Bank Secrecy Act ("BSA") and Anti-Money Laundering ("AML") compliance obligations. Services may include, without limitation: employee training modules, risk assessment tools, policy review support, customer due diligence ("CDD") resources, and audit preparation materials (collectively, the "Services"). The Services are intended solely to support internal compliance efforts and do not constitute legal advice, regulatory guidance, or a guarantee of compliance with applicable law. Clients are solely responsible for ensuring their compliance programs satisfy all applicable regulatory requirements.
3. Eligibility
To use the Services, you must: • Be at least 18 years of age; • Be duly authorized to act on behalf of a licensed or registered business entity; and • Not be prohibited from receiving the Services under applicable law, including any sanctions programs administered by the U.S. Office of Foreign Assets Control ("OFAC").
4. Account Registration & Security
To access the Services, you may be required to create an account. You agree to: • Provide accurate, current, and complete registration information; • Promptly update such information as necessary to maintain its accuracy; • Maintain the confidentiality of your login credentials; and • Notify Soflo Consulting immediately upon discovery of any unauthorized access or suspected breach of your account. You are solely responsible for all activity occurring under your account, regardless of whether such activity was authorized by you.
5. Subscription, Fees & Billing
5.1 Subscription Term. All Services are offered on an annual subscription basis, commencing on the date of purchase ("Subscription Term"). 5.2 Fees. You agree to pay all applicable subscription fees, which are billed annually in advance. All fees are stated in U.S. dollars and are exclusive of applicable taxes. 5.3 Taxes. You are solely responsible for all sales, use, value-added, and similar taxes arising from your use of the Services, excluding taxes on Soflo Consulting's net income. 5.4 Auto-Renewal. Subscriptions automatically renew for successive one-year terms unless you provide written notice of cancellation no fewer than thirty (30) days prior to the end of the then-current Subscription Term. 5.5 Payment Authorization. By providing a payment method, you authorize Soflo Consulting, or its designated payment processor, to charge all applicable fees to that payment method on the applicable billing date. 5.6 Late Payments. Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Soflo Consulting reserves the right to suspend access to the Services upon non-payment following reasonable written notice.
6. No Refund Policy
All fees are non-refundable. Soflo Consulting does not provide refunds, partial refunds, prorations, or credits under any circumstances, including but not limited to: • Unused access or features; • Early termination by Client; • Failure to utilize the platform; or • Cancellation prior to the end of the Subscription Term. This no-refund policy applies to the fullest extent permitted by applicable law.
7. Acceptable Use
You agree to use the Services solely for lawful purposes and in accordance with this Agreement. You shall not: • Use the Services to violate any applicable federal, state, or local law or regulation; • Upload or transmit any data, content, or material that infringes upon the intellectual property rights of any third party; • Attempt to gain unauthorized access to any portion of the Services or related systems; • Introduce any malicious code, virus, or disruptive mechanism; • Use the Services to develop a competing product or service; or • Misrepresent your identity or authority when using the Services.
8. User Responsibilities & Compliance Obligations
You acknowledge and agree that: • You are solely responsible for designing, implementing, and maintaining your compliance program in accordance with applicable BSA/AML regulations and guidance issued by relevant regulatory authorities; • Soflo Consulting's Services are supplemental tools and do not replace the judgment of qualified compliance professionals or legal counsel; • You will only upload or submit information and documents that you are duly authorized to share; and • You will ensure that your use of the Services complies with your institution's internal policies and applicable regulatory obligations.
9. Third-Party Service Providers
Soflo Consulting may engage trusted third-party vendors, subprocessors, and service providers ("Partners") to host data, process payments, deliver training content, or support platform functionality. By using the Services, you consent to such processing by Partners, provided that Soflo Consulting will: • Require Partners to maintain commercially reasonable data protection standards; and • Remain responsible for the acts and omissions of Partners to the same extent as Soflo Consulting's own obligations under this Agreement. A current list of material Partners is available upon written request.
10. Data Privacy, Security & Confidentiality
10.1 Confidentiality. Each party agrees to maintain the confidentiality of the other party's non-public information disclosed in connection with this Agreement and to use such information solely for purposes of fulfilling obligations hereunder. 10.2 Data Use. All customer data and documents uploaded to the platform are treated as confidential. Soflo Consulting will not sell, license, or disclose Client data to unauthorized third parties. 10.3 Security. Soflo Consulting implements and maintains commercially reasonable administrative, technical, and physical safeguards to protect Client data against unauthorized access, disclosure, or destruction. 10.4 Data Breach Notification. In the event of a confirmed data breach affecting Client data, Soflo Consulting will notify the affected Client without undue delay and in accordance with applicable law. 10.5 Retention & Deletion. Upon termination of this Agreement, Soflo Consulting will retain Client data for a period of 30 days, after which data will be securely deleted or returned upon written request.
11. Intellectual Property
All software, content, methodologies, and materials provided through the Services are the exclusive property of Soflo Consulting or its licensors and are protected by applicable intellectual property laws. Soflo Consulting grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the Subscription Term solely for your internal business purposes. You may not: • Copy, reproduce, distribute, or sublicense any portion of the Services; • Reverse engineer, decompile, or attempt to extract source code; • Remove or alter any proprietary notices; or • Use any Soflo Consulting intellectual property outside the scope of the license granted herein. Client Data. You retain all ownership rights to data and documents you upload to the platform. You grant Soflo Consulting a limited license to process such data solely to the extent necessary to provide the Services.
12. Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SOFLO CONSULTING EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO: • IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; • WARRANTIES THAT THE SERVICES WILL MEET ALL REGULATORY REQUIREMENTS OR SATISFY ANY SPECIFIC COMPLIANCE OBLIGATION; AND • WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.
13. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: 13.1 SOFLO CONSULTING SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 13.2 SOFLO CONSULTING'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO SOFLO CONSULTING IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 13.3 THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE.
14. Indemnification
You agree to indemnify, defend, and hold harmless Soflo Consulting and its officers, directors, employees, agents, and successors from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: • Your use of the Services in violation of this Agreement; • Your violation of any applicable law or regulation; • Any third-party claims arising from data or content you submit to the platform; or • Your failure to maintain an adequate compliance program.
15. Term & Termination
15.1 Term. This Agreement commences on the date of account creation and continues for the duration of the active Subscription Term. 15.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof. 15.3 Termination by Soflo Consulting. Soflo Consulting reserves the right to suspend or terminate your access to the Services, with or without notice, in the event of: • Violation of any provision of this Agreement; • Non-payment of fees; • Misuse or abuse of the platform; or • Any action that poses a risk to the security or integrity of the Services or other users. 15.4 Effect of Termination. Upon termination, your license to access the Services immediately terminates. Provisions that by their nature should survive (including Sections 6, 10, 11, 12, 13, 14, and 16) shall survive termination.
16. Dispute Resolution & Governing Law
16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law principles. 16.2 Informal Resolution. Prior to initiating any formal legal proceeding, the parties agree to attempt to resolve any dispute informally by providing written notice to the other party and engaging in good-faith negotiations for a period of no fewer than thirty (30) days. 16.3 Arbitration. Any dispute not resolved informally shall be submitted to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, with proceedings conducted in Cheyenne, Wyoming. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. 16.4 Class Action Waiver. You irrevocably waive any right to participate in a class action, collective proceeding, or representative action in connection with any dispute arising under this Agreement. 16.5 Injunctive Relief. Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm.
17. Force Majeure
Soflo Consulting shall not be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, cyberattacks, government actions, or interruptions to third-party infrastructure, provided that Soflo Consulting notifies Client promptly and uses commercially reasonable efforts to resume performance.
18. Modifications to Terms
Soflo Consulting reserves the right to modify this Agreement at any time. Material changes will be communicated to you via email or prominent notice on the platform no fewer than thirty (30) days prior to taking effect. Your continued use of the Services following the effective date of any modification constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must discontinue use of the Services prior to the effective date.
19. General Provisions
19.1 Entire Agreement. This Agreement, together with any applicable Order Forms or Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements. 19.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. 19.3 Waiver. No failure or delay by either party to exercise any right shall constitute a waiver of that right. 19.4 Assignment. You may not assign or transfer your rights or obligations under this Agreement without Soflo Consulting's prior written consent. Soflo Consulting may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. 19.5 Notices. All legal notices under this Agreement shall be in writing and delivered to the addresses set forth below or as otherwise designated in writing. 19.6 Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.
20. Contact Information
Soflo Consulting Holdings, LLC 1718 Capitol Ave Cheyenne, WY 82001 Legal/Compliance inquiries: info@sofloconsulting.net This Agreement was last reviewed and updated on 03/30/2026. Clients are encouraged to review this Agreement periodically.
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