These Terms of Service (“Terms”) govern your access to and use of the websites, applications, and services provided by SevenBelow, LLC(“SevenBelow,” “we,” “us”), including the ComplyOS platform (the “Services”). By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.
If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and “Customer,” “you,” and “your” refer to that organization.
1. The Services
ComplyOS is a multi-tenant compliance management platform. SevenBelow grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term in accordance with these Terms.
2. Beta Services
The Services are currently in beta. The following terms apply during the beta period and supersede any conflicting provisions:
- AS IS, AS AVAILABLE. The Services are provided without any warranty of any kind, express or implied, including merchantability, fitness for a particular purpose, non-infringement, or accuracy.
- No SLA. No uptime, performance, or availability commitment is made during beta.
- Changes. Features may be added, modified, removed, or broken without notice.
- Data loss. Data loss is possible. Customer must maintain its own backups.
- No production-grade support. Support is best-effort.
- Pricing. The Services are provided free of charge during beta. Future pricing will be communicated at least 30 days before the end of the beta period.
- Termination. SevenBelow may suspend, modify, or terminate the beta or any Customer’s access at any time without liability.
- No SOC 2 / ISO 27001 certification. SevenBelow is not yet SOC 2 or ISO 27001 certified. Customer may not represent otherwise.
- Feedback license. Customer grants SevenBelow a perpetual, irrevocable, royalty-free license to use feedback, suggestions, and ideas to improve the Services. This license does not extend to Customer Content.
- AI usage caps. SevenBelow may impose per-tenant caps on AI inference usage and may suspend or throttle usage that exceeds reasonable commercial use without notice.
- Beta liability cap. Notwithstanding Section 13, SevenBelow’s aggregate liability arising out of or related to the beta Services shall not exceed one hundred U.S. dollars (US$100).
3. Accounts and Authorized Users
3.1 Authorized Users
“Authorized Users” are individuals authorized by Customer to access the Services on Customer’s behalf. Customer is responsible for all acts and omissions of its Authorized Users.
3.2 Account security
Customer must require Authorized Users to maintain accurate account information, protect credentials, and use multi-factor authentication where available. Customer must promptly notify SevenBelow of any unauthorized access at security@sevenbelow.com.
3.3 Cross-tenant access (vCISO / vCompliance / Audit Firm)
Authorized Users may be granted access to multiple Tenants under separate Customer agreements. The Owner Organization administrator of each Tenant must explicitly authorize each Authorized User’s access to that Tenant. Such authorization may be revoked by the Owner Organization at any time.
For SevenBelow support access to a Customer Tenant, Customer must grant explicit, time-bound, per-session approval. SevenBelow will not access a Customer Tenant without such approval except as necessary to (a) prevent or respond to a security incident, (b) comply with law, or (c) maintain the Services where automated tooling is insufficient. SevenBelow will log all such access in platform audit logs.
4. Customer Content
4.1 Ownership
Customer retains all right, title, and interest in and to the documents, files, data, policies, evidence, and other materials uploaded by Customer or its Authorized Users to the Services (“Customer Content”).
4.2 License to SevenBelow
Customer grants SevenBelow a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Content solely as necessary to provide and improve the Services. SevenBelow does not use Customer Content to train AI models.
4.3 Aggregated and de-identified data
SevenBelow may collect, generate, and use aggregated and de-identified data derived from operation of the Services for analytics, benchmarking, and product improvement, provided such data does not identify Customer or any individual.
4.4 Prohibited content
Customer will not, and will not permit its Authorized Users to, upload to the Services:
- Protected Health Information (PHI) under HIPAA, unless SevenBelow has signed a Business Associate Agreement.
- Cardholder Data subject to PCI-DSS.
- Classified or controlled unclassified information.
- Information subject to ITAR or EAR beyond ordinary commercial business information.
- Personal information of children under 18.
- Content that infringes intellectual property rights, violates law, or contains malware.
- Content that is unlawful, defamatory, harassing, or obscene.
Customer is solely responsible for Customer Content and for ensuring it has the rights necessary to upload it.
5. Acceptable Use
Customer will not, and will not permit any Authorized User or third party to:
- Reverse engineer, decompile, or disassemble the Services, except as permitted by law.
- Circumvent technical limitations, rate limits, or security measures.
- Access the Services to build a competing product.
- Resell, sublicense, or redistribute the Services without prior written consent (other than vCISO and audit firm use cases authorized in writing).
- Use the Services to send spam or unsolicited communications.
- Upload malware or use the Services to perform attacks against any system.
- Use the Services in violation of applicable law.
SevenBelow may suspend access to investigate suspected violations and may terminate for material violations under Section 12.
6. Sub-processors and Third-Party Services
The Services rely on sub-processors and third-party services. A current list is available in our Privacy Policy and on our subprocessors page. SevenBelow remains responsible for the acts and omissions of sub-processors with respect to Customer Content.
7. Fees and Payment
The beta Services are provided free of charge. Following the beta period, SevenBelow will offer paid subscription tiers. Pricing, tiers, and payment terms applicable after beta will be communicated to Customer with at least 30 days advance notice. Customer’s continued use of the Services after the effective date of any new pricing constitutes acceptance.
For paid Services after beta:
- Subscription term. Subscriptions are typically annual unless otherwise specified at order.
- Auto-renewal. Subscriptions auto-renew for successive terms equal to the initial term unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.
- No refunds. Fees are non-refundable except where SevenBelow terminates without cause, in which case prepaid unused fees are refunded pro-rata.
- Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable taxes other than taxes on SevenBelow’s net income.
- Late payment. Past-due amounts accrue interest at 1.5% per month or the maximum permitted by law, whichever is less.
8. Confidentiality
Each party will protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and not less than reasonable care. Confidential Information may be used only to perform under these Terms and disclosed only to personnel and advisors with a need to know who are bound by confidentiality obligations. These obligations survive for three years after termination, except that obligations regarding trade secrets continue as long as such information remains a trade secret.
9. Intellectual Property
SevenBelow and its licensors own all right, title, and interest in and to the Services, including all software, documentation, designs, and improvements. No rights are granted except as expressly set forth in these Terms. Feedback license is set forth in Section 2.
10. Privacy and Security
The collection and use of personal information through the Services is governed by our Privacy Policy. SevenBelow will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content. Customer is responsible for the Complementary User Entity Controls (CUECs) described in our Privacy Policy and in any applicable trust services criteria documentation.
11. Disclaimers
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SEVENBELOW DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SEVENBELOW DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED.
12. Term and Termination
12.1 Term
These Terms remain in effect while Customer uses the Services.
12.2 Termination for convenience
Customer may terminate at any time by providing written notice and ceasing use of the Services.
12.3 Termination for cause
Either party may terminate these Terms immediately upon written notice if the other party (a) materially breaches these Terms and fails to cure within 30 days after written notice of such breach, or (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy proceedings.
12.4 Effect of termination
Upon termination:
- Customer’s right to access the Services ends.
- Customer has 30 days to export Customer Content via the Services’ export functionality.
- After the 30-day export window, SevenBelow will delete Customer Content from active systems within a reasonable period.
- Customer Content may persist in encrypted backups for up to 35 days, after which it is overwritten in normal backup rotation.
- SevenBelow may retain platform audit logs and other records as described in our Privacy Policy and as required by law.
- Provisions that by their nature should survive termination (including Sections 4.1, 8, 9, 11, 13, 14, 15, 16, 17, and 18) survive.
13. Limitation of Liability
EXCEPT FOR (A) AMOUNTS OWED UNDER SECTION 14 (INDEMNIFICATION), (B) A PARTY’S BREACH OF SECTION 8 (CONFIDENTIALITY), OR (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT:
- IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE LEGAL THEORY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- EACH PARTY’S AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO SEVENBELOW IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. DURING THE BETA PERIOD, SEVENBELOW’S AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).
These limitations are essential to the bargain between the parties and apply regardless of the failure of any limited remedy.
14. Indemnification
14.1 By SevenBelow
SevenBelow will defend Customer against third-party claims that the Services, as provided by SevenBelow and used in accordance with these Terms, infringe a U.S. patent, copyright, or trademark or misappropriate a trade secret, and pay damages finally awarded or amounts agreed in settlement. SevenBelow has no obligation for claims arising from (a) Customer Content, (b) modifications to the Services not made by SevenBelow, (c) combination of the Services with non-SevenBelow products or services, or (d) use of the Services in violation of these Terms.
If the Services are or may become subject to such a claim, SevenBelow may, at its option: (i) procure the right for Customer to continue use; (ii) modify the Services to be non-infringing; or (iii) terminate the affected Services and refund prepaid unused fees.
14.2 By Customer
Customer will defend SevenBelow against third-party claims arising from (a) Customer Content, (b) Customer’s or any Authorized User’s violation of Sections 4.4 or 5, (c) Customer’s violation of law, or (d) Customer’s violation of any third party’s rights, and pay damages finally awarded or amounts agreed in settlement.
14.3 Procedure
The indemnified party will (i) promptly notify the indemnifying party of the claim, (ii) allow the indemnifying party to control the defense and settlement (provided no settlement requires admission or unreimbursed payment from the indemnified party), and (iii) reasonably cooperate.
14.4 Cap
The cumulative indemnification liability of each party under this Section 14 is subject to the limitation of liability cap in Section 13.
15. Governing Law; Dispute Resolution
15.1 Governing law
These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15.2 Arbitration
Any dispute arising out of or relating to these Terms or the Services that is not resolved through good-faith negotiation within 30 days will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures. The arbitration will be conducted in San Francisco, California, in English, before one arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
Either party may seek injunctive or other equitable relief in the state or federal courts located in San Francisco County, California, for actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidentiality obligations.
15.3 Class action waiver
EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. CLAIMS MUST BE BROUGHT INDIVIDUALLY.
16. Export Control and Sanctions
Customer represents and warrants that (a) it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), (b) it is not on the U.S. Treasury OFAC Specially Designated Nationals list or any other applicable restricted-party list, and (c) it will not use the Services in violation of U.S. export control laws or in connection with the design, development, or production of weapons of mass destruction.
17. DMCA Notice
SevenBelow respects intellectual property rights. To submit a DMCA takedown notice, contact our designated agent:
David Kramer, Designated Agent
SevenBelow, LLC
166 Geary Street, STE 1500 #1585, San Francisco, CA 94108
dmca@sevenbelow.com
A valid notice must comply with 17 U.S.C. § 512(c)(3). We will respond in accordance with the DMCA.
18. Miscellaneous
- Entire agreement. These Terms, together with the Privacy Policy and any order forms or additional terms referenced, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements.
- Modification. SevenBelow may modify these Terms by posting an updated version. Material changes will be communicated with at least 30 days advance notice. Continued use after the effective date constitutes acceptance.
- Assignment. Customer may not assign these Terms without SevenBelow’s prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets. SevenBelow may assign these Terms without restriction.
- Notices. Notices to SevenBelow: legal@sevenbelow.com. Notices to Customer: the email address on the Customer’s account.
- No agency. The parties are independent contractors. No partnership, joint venture, agency, or employment relationship is created.
- Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.
- Severability. If any provision is unenforceable, the remaining provisions remain in effect.
- No waiver. Failure to enforce any provision is not a waiver.
- Headings. Headings are for convenience only.
19. Contact
Legal: legal@sevenbelow.com
Privacy: privacy@sevenbelow.com
Support: support@sevenbelow.com
DMCA: dmca@sevenbelow.com
SevenBelow, LLC
166 Geary Street, STE 1500 #1585
San Francisco, CA 94108
These Terms are published as version 1.0 and are subject to ongoing legal review. For questions, contact legal@sevenbelow.com.