Legal
These Terms of Service ("Terms," "Agreement," or "Terms of Service") constitute a legally binding agreement between Advalis Inc., a Delaware corporation with its principal place of business at 270 S. Central Blvd, Suite 205, Jupiter, FL 33458 ("Advalis," "Company," "we," "us," or "our"), and you, whether an individual or entity accessing or using our services ("you," "your," or "User"). These Terms govern your access to and use of the services provided through our website located at OZfile.com (the "Site"), including but not limited to all software, platforms, applications, tools, features, functionality, data, information, content, materials, and related online and offline services that we make available (collectively, the "Services").
By accessing, browsing, or using the Services in any manner, including but not limited to visiting or browsing the Site, registering for an account, or contributing content, data, or materials to the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. Your agreement to these Terms is indicated by any affirmative action demonstrating your acceptance, including but not limited to clicking an "I Accept" button, checking a box indicating your acceptance, using the Services, or otherwise manifesting your assent electronically or in writing.
If you are accessing or using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you are an employee, agent, or representative of such entity with full authority and power to bind such entity to these Terms. In such cases, the terms "you" or "your" shall refer to both you individually and the entity you represent. You further represent that you are duly authorized to grant all licenses and make all representations set forth in these Terms. If you do not have such authority, or if you do not agree with any part of these Terms, you must not accept these Terms and must immediately cease all access to and use of the Services.
These Terms expressly incorporate by reference our Privacy Policy (available at OZfile.com/privacy), our Data Processing Addendum ("DPA"), which forms part of the applicable Platform Services Agreement, and any other policies, guidelines, specifications, or documentation posted on the Site or made available through the Services. In the event of any conflict between these Terms and any policy, guideline, or other document incorporated herein, these Terms shall prevail unless the incorporated document explicitly states that it supersedes these Terms.
Advalis provides a comprehensive cloud-based software platform and managed compliance services specifically engineered for qualified opportunity fund sponsors, fund managers, fund administrators, and the professional advisors and investors they serve. The Services constitute a complete compliance solution enabling the efficient generation, management, maintenance, and tracking of filings, reports, and statements required under applicable federal tax law, including but not limited to requirements administered by the Internal Revenue Service of the United States Department of the Treasury under the OZ Provisions.
The Services encompass a broad range of features and functionality, including but not limited to: (a) automated Asset Test calculations measuring compliance with the 90% investment standard for each applicable testing date and Reporting Period; (b) secure data collection portals for gathering required information from Investors and QOZB Representatives, including Investment and Deferral Election data and statements and information required under IRC Section 6039L; (c) generation of IRS Form 8996 in filing-ready form for inclusion with a QOF's federal income tax return; (d) generation of Form 8997 support data and Investor Statements for Investors; (e) generation of Information Returns required under IRC Sections 6039K and 6039L, including any successor or newly prescribed forms; (f) document management and storage capabilities with audit trail functionality; (g) automated deadline tracking and notification systems; (h) integration capabilities with third-party systems via APIs, including fund administration, cap table, and tax preparation software; (i) compliance monitoring and reporting dashboards; (j) training resources and documentation; and (k) delivery of Filing Packages and Investor Statements to Licensee Firms, with Investor access to delivered documents through the Investor Portal.
Advalis also offers optional Transmission Services under which Advalis electronically transmits designated Information Returns or other filings to the IRS on behalf of a Licensee Firm. Transmission Services are not included in the base Services, are available only to Licensee Firms that expressly enroll, and are governed by the applicable Platform Services Agreement. Unless a Licensee Firm has enrolled in Transmission Services with respect to a specific filing and Advalis has accepted transmission responsibility for that filing under that Platform Services Agreement, Advalis does not file or transmit any form, return, or statement to the IRS, and all outputs of the Services are prepared for review, execution, and filing by the Licensee Firm and its tax advisors.
The Services accommodate two distinct categories of users, each with different rights, obligations, and access levels:
Licensee Firms are commercial entities including but not limited to QOF sponsors, fund managers, fund administrators, accounting and tax firms, law firms, and other businesses operating within the qualified opportunity zone investment ecosystem that have entered into a separate Platform Services Agreement with Advalis. These entities receive comprehensive access to the Services under a subscription model. Licensee Firms are granted a non-exclusive, non-transferable, revocable license to use the Services solely for their internal business operations and the benefit of their clients, subject to the specific limitations, user counts, QOF unit counts, and other restrictions detailed in their individual Platform Services Agreement. Access to the Services is metered on a per-QOF basis, with each QOF, together with its associated QOZBs, Authorized Users, and projects, treated as a single unit for access and billing purposes.
Licensee Firms have access to: (a) full administrative dashboards and reporting tools; (b) ability to create and manage multiple user accounts; (c) bulk processing and multi-fund management; (d) A.I. autofill and Asset Test features; (e) detailed analytics and compliance tracking; (f) ability to invite Invited Users for data collection and document delivery; (g) Filing Package, Information Return, and Investor Statement generation tools; (h) export and download capabilities; and (i) technical support during business hours.
Invited Users are individuals or entities who are not direct subscribers to the Services but who are invited by a Licensee Firm to submit information through the platform, or to access documents made available to them through the platform, in connection with a QOF. This category consists of two types. Investors are Invited Users who submit Investment and Deferral Election information and other data requested by the Licensee Firm and who may view and download Investor Statements and other documents made available to them through the Investor Portal. QOZB Representatives are Invited Users who submit information on behalf of a QOZB, including statements and data required under IRC Section 6039L. Invited User access for submissions is typically provided through secure, time-limited links that grant access only to specific submission portals, and Investor access to delivered documents is provided through the Investor Portal. Invited Users are not granted any license to use the Services for general business purposes and may not access the full platform functionality.
Invited Users have access only to: (a) secure submission portals specific to their QOF and Reporting Period; (b) ability to upload required documents and information; (c) ability to correct or update previously submitted information until the applicable submission is finalized; (d) for Investors, the Investor Portal for viewing and downloading Investor Statements and other documents made available to them by the Licensee Firm; and (e) support access related to completing their submission. Invited Users do not have access to: administrative functions, other users' data, Asset Test or Filing Package generation tools, billing or payment features, API access, or the ability to invite other users.
These Terms apply differently to Licensee Firms and Invited Users. Throughout these Terms, provisions that apply exclusively to one user type will be clearly marked. Where no distinction is made, the provision applies to all users. Invited Users should pay particular attention to provisions regarding their limited access rights, data submission obligations, and the fact that they incur no payment obligations under these Terms.
While Advalis strives to maintain continuous availability of the Services, you acknowledge that the Services may be subject to temporary unavailability due to scheduled maintenance, unscheduled emergency maintenance, updates, enhancements, or causes beyond our reasonable control. Advalis commits to using commercially reasonable efforts to maintain the Services with a target availability of 99.5% during any calendar month, excluding scheduled maintenance windows.
Scheduled maintenance will typically be performed during off-peak hours and, where practicable, Advalis will provide at least forty-eight (48) hours advance notice of such maintenance through the Services or via email to the primary contact associated with Licensee Firm accounts. Emergency maintenance may be performed at any time without prior notice when necessary to preserve the security, stability, or functionality of the Services.
The Services are designed and provided as administrative tools and compliance workflow software exclusively. Except to the extent a Licensee Firm has elected optional CPA Review and Signature Services or Transmission Services under the applicable Platform Services Agreement, the Services do not constitute or include the provision of professional services or advice. Advalis is not a law firm, accounting firm, tax advisory firm, financial advisory firm, investment adviser, broker-dealer, fund administrator, or transfer agent, and nothing in the Services should be construed as legal advice, tax advice, accounting advice, financial advice, investment advice, or compliance consulting beyond the technical functionality of the software platform itself.
Without limiting the foregoing, the Asset Test, Filing Package, and Information Return features provided through the Services are administrative tools that process user-provided inputs against the framework set forth in the OZ Provisions. The Services do not determine whether any entity qualifies as a QOF or QOZB, whether any property constitutes qualified opportunity zone property, whether any gain is eligible for deferral, or the value of any asset. Asset Test outputs are compliance calculations derived from user-provided data, including asset values supplied or confirmed by the Licensee Firm, and are not appraisals, valuations, fair market value determinations, or investment performance reporting. Except where a Licensee Firm has enrolled in optional Transmission Services under the applicable Platform Services Agreement, the Services do not file or transmit IRS Form 8996, any Information Return, or any other form, return, or statement on behalf of any user. Similarly, except where a Licensee Firm has elected optional CPA Review and Signature Services under the applicable Platform Services Agreement, the Services do not include review or signature of any filing or statement by a certified public accountant. The Services do not provide advice regarding eligibility for deferral, exclusion, basis adjustments, or any other tax benefit under the OZ Provisions. Licensee Firms and their advisors remain solely responsible for all determinations of QOF and QOZB qualification, asset valuation, the accuracy and completeness of all filings and statements, and compliance with all obligations under the OZ Provisions.
Advalis shall bear no responsibility or liability for any IRS penalties, interest, or assessments imposed on any Licensee Firm, Invited User, or any other party arising from the actions, inactions, errors, or omissions of any Licensee Firm or Invited User, including but not limited to errors in data or asset values provided to the Services, failure to maintain the 90% investment standard, failure to timely file IRS Form 8996 or any Information Return with the appropriate return or authority, failure to furnish required statements to Investors or QOFs, or reliance on any output of the Services without independent professional review; provided, however, that where a Licensee Firm has enrolled in optional Transmission Services with respect to a specific filing and Advalis has accepted transmission responsibility for that filing, Advalis's responsibility for the transmission of that filing shall be as set forth in the applicable Platform Services Agreement, and where a Licensee Firm has elected CPA Review and Signature Services with respect to a specific filing or statement, the responsibilities associated with that review and signature shall be as set forth in the applicable Platform Services Agreement.
Both Licensee Firms and Invited Users acknowledge and agree that they should independently consult with qualified professionals, including but not limited to attorneys, certified public accountants, tax advisors, and compliance consultants, for advice related to their specific legal, financial, tax, investment, or regulatory compliance matters. Advalis explicitly disclaims any responsibility for the accuracy, completeness, timeliness, or regulatory compliance of information submitted by users through the Services or of any Asset Test, Filing Package, Information Return, or Investor Statement generated from such user-provided information. Users are solely responsible for ensuring that all filings, elections, statements, and compliance actions satisfy applicable laws and regulations.
The Services are designed for use within the United States and its territories in compliance with United States laws and regulations. Advalis makes no representation that the Services are appropriate, legal, or available for use in other locations. Users accessing the Services from outside the United States do so at their own initiative and risk and are solely responsible for compliance with all applicable local laws and regulations.
You may not use or access the Services if you are located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, or if you are a person or entity on the U.S. Treasury Department's list of Specially Designated Nationals, the U.S. Department of Commerce Denied Persons List or Entity List, or any other applicable trade sanctioning lists.
For purposes of these Terms, the following definitions shall apply:
"Account" means a registered user account created by or on behalf of a Licensee Firm to access the Services, including all associated credentials, configurations, and settings.
"Advalis," "Company," "we," "our," or "us" means Advalis Inc., a Delaware corporation with its principal place of business at 270 S. Central Blvd, Suite 205, Jupiter, FL 33458, and includes its successors and assigns.
"API" means application programming interface, including any keys, secrets, or credentials necessary for access, if and when made available by Advalis for programmatic access to certain Service features and functionality.
"Asset Test" means the calculation performed by the Services to measure a QOF's holdings of qualified opportunity zone property against the 90% investment standard under IRC Section 1400Z-2(d)(1), based on the average of the percentages held on the last day of the first six-month period of the QOF's taxable year and the last day of the QOF's taxable year, using asset data and values provided or confirmed by the Licensee Firm.
"Authorized Users" means employees, contractors, agents, or other individuals who are granted access to use the Services under a Licensee Firm's Account with the express authorization of such Licensee Firm.
"Beta Features" means any features, functionality, or services labeled as "beta," "preview," "early access," "experimental," "pilot," or with similar designations indicating that such features are not generally available or are provided for testing purposes.
"Client Data" means all data, information, content, materials, and other information provided, submitted, uploaded, or transmitted by or on behalf of Licensee Firms or Invited Users through the Services, including but not limited to personal information, Investment and Deferral Election data, QOZB information, Filing Packages, Investor Statements, documents, and communications.
"Confidential Information" means any non-public, proprietary, or confidential information disclosed by one party to the other, whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
"CPA Review and Signature Services" means the optional professional services, available to Licensee Firms under the applicable Platform Services Agreement, pursuant to which a licensed certified public accountant engaged by Advalis reviews and, where applicable, signs designated filings or statements prepared through the Services. CPA Review and Signature Services are professional services rather than software functionality, are not included in the base Services, and apply only where a Licensee Firm has expressly elected them and Advalis has accepted that engagement under the applicable Platform Services Agreement.
"Damages" means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, and expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification under these Terms.
"Deferral Election" means an election by an Investor under IRC Section 1400Z-2(a) to defer eligible gain by making a qualifying investment in a QOF, together with the related amounts, dates, and supporting data submitted through the Services.
"Documentation" means all user manuals, technical manuals, API documentation, training materials, specifications, and any other materials or instructions provided by Advalis relating to the use of the Services.
"Filing Package" means the compiled, filing-ready forms, schedules, statements, and supporting documents generated by the Services for a QOF or its Investors with respect to a Reporting Period, including but not limited to IRS Form 8996, Form 8997 support data, and Information Returns.
"Information Return" means any return, report, or statement required under IRC Sections 6039K or 6039L, including any form prescribed by the IRS for such purposes and any successor or newly prescribed forms, and any related statements required to be furnished to Investors or QOFs.
"Investment" means an Investor's equity investment in a QOF processed through the Services, including any associated Deferral Election.
"Investor" means a person or entity that holds, has held, or is acquiring an Investment in a QOF and that is invited by a Licensee Firm to submit information through the Services or to access Investor Statements and other documents through the Investor Portal.
"Investor Portal" means the secure portal made available through the Services through which Investors may view and download Investor Statements and other documents made available to them by a Licensee Firm.
"Investor Statement" means any statement or document generated through the Services for delivery to an Investor, including but not limited to annual statements supporting the Investor's IRS Form 8997 filing obligations and any statements required to be furnished to Investors under the OZ Provisions.
"Invited User" means any individual, entity, client, or representative invited or authorized by a Licensee Firm to submit information through the Services, or to access documents made available through the Services, in connection with a QOF, including Investors and QOZB Representatives.
"IRS" means the Internal Revenue Service of the United States Department of the Treasury, or any successor agency.
"Licensee Firm" means any QOF sponsor, fund manager, fund administrator, accounting or tax firm, law firm, or other business entity that has entered into a Platform Services Agreement with Advalis for use of the Services.
"Malicious Code" means any code, files, scripts, agents, programs, or other materials designed or intended to do harm, including but not limited to viruses, worms, time bombs, Trojan horses, ransomware, and other harmful or malicious code.
"OZ Provisions" means IRC Sections 1400Z-1 and 1400Z-2, together with IRC Sections 6039K and 6039L, and all applicable Treasury Regulations, IRS forms, IRS guidance, and amendments thereto, governing qualified opportunity zones, qualified opportunity funds, and related reporting obligations.
"Platform Services Agreement" means the separate commercial agreement between Advalis and a Licensee Firm governing the specific terms, pricing, and conditions of the Licensee Firm's subscription to the Services.
"QOF" or "Qualified Opportunity Fund" means an investment vehicle organized as a corporation or partnership for the purpose of investing in qualified opportunity zone property that is or seeks to be certified as a qualified opportunity fund under IRC Section 1400Z-2, including any qualified rural opportunity fund. For purposes of access to and billing for the Services, each QOF, together with its associated QOZBs, Authorized Users, and projects, is treated as a single metered unit.
"QOZB" or "Qualified Opportunity Zone Business" means a qualified opportunity zone business within the meaning of IRC Section 1400Z-2(d)(3), including any trade or business of a QOF and any business in which a QOF holds qualified opportunity zone stock or a qualified opportunity zone partnership interest.
"QOZB Representative" means an individual invited or authorized by a Licensee Firm to submit information through the Services on behalf of a QOZB, including statements and data required under IRC Section 6039L.
"Reporting Period" means a taxable year of a QOF, or such other period prescribed by applicable law or supported by the Services, for which calculations, filings, reports, or statements are prepared through the Services.
"Security Incident" means any unauthorized access to, acquisition of, use of, or disclosure of Client Data or any breach of the security measures protecting the Services or Client Data.
"Services" means collectively all of Advalis's cloud-based software platforms, applications, tools, features, functionality, Asset Test, Filing Package, Information Return, and Investor Statement generation tools, managed compliance services, APIs, Documentation, training resources, support services, and all related online and offline services provided by Advalis.
"Site" means the website located at OZfile.com and all associated domains, subdomains, and web properties operated by Advalis.
"Subscription Term" means the period during which a Licensee Firm is authorized to access and use the Services pursuant to their Platform Services Agreement.
"Transmission Services" means the optional services, available to Licensee Firms under the applicable Platform Services Agreement, pursuant to which Advalis electronically transmits designated Information Returns or other filings to the IRS on behalf of a Licensee Firm. Transmission Services are not included in the base Services and apply only to filings for which a Licensee Firm has expressly enrolled and Advalis has accepted transmission responsibility under that Platform Services Agreement.
"User Content" means any data, information, content, or materials that users submit, upload, transmit, or otherwise provide through the Services.
Advalis reserves the right to modify, amend, or update these Terms at any time in its sole discretion. The process for implementing such modifications and their effect depends upon your user category and the nature of the changes.
For Licensee Firms, while these Terms supplement your Platform Services Agreement, material modifications to commercial terms such as pricing, service levels, or core functionality require mutual written agreement as specified in your Platform Services Agreement. For non-material modifications to these Terms, Advalis will provide at least thirty (30) days' advance notice through one or more of the following methods: (a) posting notice within the Services; (b) sending email notification to the primary contact email address associated with your Account; or (c) posting the updated Terms on the Site with an updated "Last Modified" date. Your continued use of the Services after the effective date of any modifications constitutes your acceptance of the modified Terms. In the event of any conflict between these Terms and your Platform Services Agreement, the Platform Services Agreement shall control.
For Invited Users, Advalis may update these Terms at any time by posting the revised version on the Site. Such modifications become effective immediately upon posting unless otherwise specified. Invited Users are encouraged to review these Terms periodically for any changes. Continued access to or use of the Services after any modifications have been posted constitutes acceptance of the modified Terms. If you do not agree to any modified Terms, you must immediately discontinue all use of the Services.
Advalis continuously strives to improve and enhance the Services. Accordingly, we reserve the right to modify, update, enhance, or discontinue any aspect of the Services at any time, including but not limited to: adding or removing features or functionality; modifying existing features, including Asset Test methodologies or Filing Package and Information Return formats to reflect changes in applicable law or IRS guidance; updating user interfaces; changing system requirements or technical specifications; modifying API endpoints or functionality; adjusting integration capabilities; or implementing new security measures or access controls.
For material changes that may significantly impact your use of the Services, Advalis will endeavor to provide reasonable advance notice, typically thirty (30) days, through the Services or via email notification. However, Advalis may implement changes immediately without prior notice when necessary for security, legal compliance, regulatory compliance, or system integrity reasons.
From time to time, Advalis may offer access to Beta Features for testing and evaluation purposes. Participation in beta programs is voluntary and may be subject to additional terms and conditions. Beta Features are provided on an "as is" and "as available" basis without warranties of any kind. Advalis makes no commitments regarding the availability, functionality, or eventual release of Beta Features. Beta Features may be discontinued, modified substantially, or never released as generally available features. You acknowledge that any use of Beta Features is at your sole risk and that feedback you provide regarding Beta Features may be used by Advalis without compensation or attribution.
Your privacy and the security of your information are of paramount importance to Advalis. Our comprehensive Privacy Policy, available at OZfile.com/privacy and incorporated herein by reference, describes in detail how we collect, use, process, store, share, and protect information in connection with the Services. By using the Services, you acknowledge that you have read and understood our Privacy Policy and consent to the collection, use, and disclosure of information as described therein.
The Services are designed with privacy by design principles, implementing technical and organizational measures to ensure the protection of personal data. We process personal data in accordance with applicable data protection laws and regulations, including but not limited to state privacy laws and sector-specific regulations applicable to financial services and investment fund operations.
In providing the Services, Advalis collects various categories of information from different sources. From Licensee Firms, we collect business information including company details, contact information, billing data, and account configuration preferences. From all users, we collect usage data, analytics information, and technical data such as IP addresses, browser information, and device identifiers. The Services also process compliance data necessary for performing Asset Tests and generating Filing Packages, Information Returns, and Investor Statements, including but not limited to QOF and QOZB asset data and values, Investment amounts and dates, Deferral Election data, taxpayer identification numbers, and Investor and QOZB submissions, though this data remains under the ownership and control of the applicable Licensee Firm.
Advalis uses collected information exclusively for legitimate business purposes including: (a) providing, maintaining, and improving the Services; (b) processing submissions and managing accounts; (c) performing Asset Tests and generating Filing Packages, Information Returns, and Investor Statements based on user-provided data; (d) facilitating Investor and QOZB data collection and document management; (e) communicating with users about the Services; (f) ensuring platform security and preventing fraud; (g) complying with legal obligations; (h) providing customer support; and (i) aggregated and anonymized analytics that do not identify specific users or QOFs for the purpose of maintaining the platform.
All Client Data, including QOF and Investment information, Investor and QOZB submissions, and personal data submitted through the Services, remains the exclusive property of the applicable Licensee Firm. Advalis claims no ownership rights in Client Data and processes such data solely as a data processor acting on behalf of and under the instructions of Licensee Firms. We do not sell, rent, or otherwise monetize Client Data, nor do we use Client Data for marketing purposes unrelated to the provision of the Services.
Advalis implements and maintains comprehensive security measures designed to protect the confidentiality, integrity, and availability of Client Data and the Services. Our security program includes multiple layers of protection within the SOC 2 Type 2 requirements. A report can be made available regarding SOC 2 certification to Licensee Firms upon request.
Technical Safeguards: We employ industry-standard encryption for data at rest using AES-256 encryption and data in transit using TLS 1.2 or higher protocols. Access to systems and data is controlled through role-based permissions following the principle of least privilege. We implement multi-factor authentication for administrative access, maintain comprehensive logging and monitoring systems, employ firewalls and intrusion detection systems, and conduct regular vulnerability assessments and penetration testing.
Organizational Safeguards: Our security program includes comprehensive information security policies and procedures, regular security awareness training for all personnel, background checks for employees with access to sensitive systems, documented incident response procedures, business continuity and disaster recovery planning, and regular third-party security audits and assessments.
Physical Safeguards: Client Data is hosted in SOC 2 Type 2 certified data centers operated by Amazon Web Services, featuring biometric access controls, 24/7 security monitoring, redundant power and cooling systems, fire suppression systems, and geographic redundancy for disaster recovery.
In the event of a Security Incident involving Client Data, Advalis will promptly investigate the incident and take appropriate remedial measures. We maintain a comprehensive incident response plan that includes procedures for detection, investigation, containment, eradication, recovery, and post-incident analysis.
For Security Incidents involving personal data of Licensee Firm clients, Advalis will notify the affected Licensee Firm within forty-eight (48) hours of becoming aware of the incident, providing available details about the nature and scope of the incident. We will cooperate fully with Licensee Firms in their investigation and notification obligations, provide regular updates on our investigation and remediation efforts, preserve relevant evidence and forensic information, and implement measures to prevent similar incidents in the future.
All Client Data is stored and processed within the United States in secure data center facilities. Advalis does not transfer Client Data outside of the United States except as necessary to provide support services, and then only with appropriate safeguards in place.
Client Data is retained for the duration of the applicable Licensee Firm's Subscription Term and for sixty (60) days following termination to allow for data retrieval, or as otherwise specified in the applicable Platform Services Agreement. Backup copies may be retained for up to six (6) months in accordance with our disaster recovery procedures. Audit logs and compliance records, including Asset Test outputs, Filing Packages, Information Returns, Investor Statements, and related submission records, may be retained for five (5) years or as required by applicable law, including but not limited to IRS recordkeeping requirements applicable under the OZ Provisions. Upon written request from a Licensee Firm, we will delete specific Client Data within thirty (30) days, subject to any legal hold, regulatory retention obligation, or IRS recordkeeping requirement.
For Licensee Firms Only:
To access the full functionality of the Services, Licensee Firms must complete the registration process and establish an Account. During registration, you must provide complete and accurate information as requested, including but not limited to: legal business name, federal tax identification number or EIN, principal business address, contact information for primary and billing contacts, information about your authorized representative, and any other information reasonably requested by Advalis.
You agree to maintain and promptly update all registration information to ensure it remains true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if Advalis has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Advalis reserves the right to suspend or terminate your Account and refuse any and all current or future use of the Services.
For Invited Users:
Invited Users do not create accounts and do not undergo a registration process. Instead, Invited Users receive secure, unique access links from Licensee Firms that provide limited access to specific data submission portals, and Investors may additionally receive secure access to the Investor Portal for viewing and downloading documents made available to them. Submission links are: (a) unique to each Invited User and, as applicable, each QOF and Reporting Period; (b) time-limited and will expire after a period set by the inviting Licensee Firm or upon completion of the data submission; (c) restricted to accessing only the specific submission portal for which they were created; (d) non-transferable and should not be shared with any other party; and (e) subject to immediate revocation by the inviting Licensee Firm. Investor Portal access is likewise personal to the Investor, non-transferable, and subject to revocation by the inviting Licensee Firm.
Invited Users accessing the Services through these links agree to: provide only their own information or information they are legally authorized to provide; complete all required fields with accurate and truthful information; upload only legitimate documents related to the applicable QOF, Investment, or QOZB; and use the access only for its intended purposes of submitting information for compliance under the OZ Provisions and, for Investors, retrieving documents made available to them.
For Licensee Firms:
You are solely responsible for maintaining the confidentiality and security of your Account credentials, including usernames, passwords, any API keys, and any other authentication mechanisms. Advalis strongly recommends implementing robust security practices including but not limited to: using strong, unique passwords that meet our complexity requirements; regularly reviewing and updating access permissions; promptly revoking access for terminated employees; monitoring account activity for suspicious behavior; and implementing IP whitelisting where appropriate.
You agree to immediately notify Advalis of any unauthorized use of your Account or any other breach of security of which you become aware. You acknowledge and agree that you are fully responsible for all activities that occur under your Account, whether or not such activities are authorized by you. Advalis will not be liable for any loss or damage arising from your failure to comply with these security obligations.
For Invited Users:
While Invited Users do not have traditional account credentials, they must protect the security of their unique access links and any Investor Portal credentials. Invited Users must: (a) not share their access link or Investor Portal credentials with any other person; (b) access the submission portal and Investor Portal only from secure devices and networks; (c) immediately notify the inviting Licensee Firm if they suspect their link or credentials have been compromised; (d) not attempt to access any areas of the Services beyond their designated submission portal or, for Investors, the Investor Portal; and (e) comply with any additional security requirements imposed by the inviting Licensee Firm.
If an Invited User's access link or Investor Portal credentials are compromised, the inviting Licensee Firm may immediately revoke access and issue a new secure link or new credentials. Invited Users acknowledge that the inviting Licensee Firm has full control over their access and may revoke it at any time without notice.
For Licensee Firms:
Licensee Firms may designate Authorized Users to access the Services under their Account, subject to the user limits specified in their Platform Services Agreement. Each Authorized User must be a current employee, contractor, or agent of the Licensee Firm with a legitimate business need for access to the Services. Licensee Firms are responsible for ensuring that all Authorized Users comply with these Terms and all applicable policies.
Licensee Firms must: (a) ensure each Authorized User has unique login credentials; (b) provide appropriate training to Authorized Users on the proper use of the Services if they do not attend trainings provided by the platform support team; (c) monitor Authorized User activity for compliance; (d) promptly revoke access for any Authorized User who no longer requires access; (e) maintain accurate records of all Authorized Users; and (f) implement appropriate access controls based on job functions.
For Invited Users:
This section does not apply to Invited Users, as they cannot designate or manage other users. Invited Users have no ability to grant access to any other person and must not attempt to do so. Any attempt by an Invited User to share access or create unauthorized access for another person will result in immediate termination of their access and may result in liability for any resulting damages.
Specific Provisions for Invited Users:
Invited Users receive limited, purpose-specific access to the Services solely for submitting information requested by a Licensee Firm in connection with a QOF and, for Investors, for accessing documents made available to them through the Investor Portal. This access is fundamentally different from the comprehensive access granted to Licensee Firms. Invited Users understand and agree that:
Access Limitations: (a) submission access is limited to the specific QOF and Reporting Period for which it was granted; (b) submission access automatically expires upon completion of the submission or at a time set by the Licensee Firm, and new links must be issued for each subsequent Reporting Period; (c) no permanent user profile or account is created; (d) no ability to access historical submissions after completion, except that Investors may view and download Investor Statements and other documents made available to them through the Investor Portal for so long as the Licensee Firm maintains that availability; (e) no ability to initiate new Reporting Periods, Asset Tests, or Filing Packages; and (f) no access to any Licensee Firm data or other users' information beyond documents expressly made available to them.
Permitted Activities: Invited Users may only: (a) access the specific submission portal for which they received a link and, for Investors, the Investor Portal; (b) enter required information into designated fields, including personal identifying information, taxpayer identification numbers, and Investment and Deferral Election data, or, for QOZB Representatives, QOZB information and statements required under IRC Section 6039L; (c) upload documents specifically requested by the Licensee Firm; (d) review and correct their own submitted information before finalization; (e) for Investors, view and download Investor Statements and other documents made available to them; and (f) access help resources specific to completing their submission.
Prohibited Activities: Invited Users must not: (a) attempt to access any part of the Services beyond their designated submission portal or, for Investors, the Investor Portal; (b) use automated tools or scripts to interact with the Services; (c) attempt to reverse engineer or probe the security of the Services; (d) submit false or misleading information, including false or inaccurate Investment, Deferral Election, or QOZB data; (e) upload malicious files or code; (f) use the Services for any purpose other than submitting requested information; or (g) attempt to circumvent any access restrictions or security measures.
For Licensee Firms Regarding Invited Users:
Licensee Firms are responsible for: (a) determining which individuals to invite for data submission or document access in connection with a QOF; (b) ensuring they have appropriate authorization to request information from Invited Users; (c) monitoring submissions for completeness and accuracy; (d) managing the lifecycle of Invited User access links and Investor Portal availability; and (e) addressing any questions or issues raised by Invited Users if these questions are not sent through the support functions to Advalis.
For Licensee Firms:
Advalis reserves the right to suspend or terminate any Account or user access immediately and without prior notice for: (a) serious violations of these Terms or any applicable policies; (b) non-payment of fees when due pending grace periods in any Platform Services Agreement; (c) suspected fraudulent, abusive, or illegal activity; (d) security concerns or unauthorized access attempts; (e) at the request of law enforcement or regulatory authorities, including the IRS; (f) extended periods of inactivity; or (g) any other reason in Advalis's sole discretion to protect the integrity and security of the Services.
Upon suspension or termination: access to the Services is immediately revoked; pending submissions or Filing Packages may be affected; Client Data remains preserved for the retention period specified in Section 4.5; the affected Licensee Firm is notified with the reason for suspension or termination; and an opportunity to cure violations may be provided at Advalis's discretion.
For Invited Users:
Invited User access may be terminated: (a) for submission links, automatically upon completion of the applicable data submission; (b) when the preset expiration time is reached; (c) immediately by the inviting Licensee Firm for any reason; (d) by Advalis for violation of these Terms; (e) for suspected fraudulent or false submissions, including false or inaccurate Investment, Deferral Election, or QOZB data; or (f) for security concerns.
Unlike Licensee Firms, Invited Users have no right to notice or opportunity to cure violations. Termination of access is immediate and final. Invited Users have no right to retrieve or access previously submitted information after their access is terminated, though the inviting Licensee Firm retains access to all submitted data and may continue to make Investor Statements available to Investors through the Investor Portal at its discretion.
Subject to your complete and ongoing compliance with these Terms and, for Licensee Firms, the applicable Platform Services Agreement and payment of all fees when due, Advalis grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the applicable term solely for your authorized purposes.
For Licensee Firms, this license permits access to and use of the Services for your internal business operations related to compliance under the OZ Provisions, including performing Asset Tests, generating Filing Packages, Information Returns, and Investor Statements, managing Investor and QOZB data collection workflows, and conducting related compliance activities, all subject to the specific limitations on users, QOF units, and features set forth in your Platform Services Agreement. For Invited Users, this license is limited solely to accessing designated submission portals for the purpose of providing information requested by a Licensee Firm and, for Investors, accessing the Investor Portal to view and download documents made available to them.
You agree not to, and will not permit any third party to, directly or indirectly: (a) copy, modify, adapt, translate, create derivative works of, reverse engineer, disassemble, decompile, or attempt to discover any source code or underlying algorithms of the Services, including any Asset Test logic or Filing Package and Information Return generation methodologies; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to any third party; (c) use the Services to build or support products or services competitive to Advalis; (d) remove, alter, or obscure any proprietary notices on the Services; (e) access the Services for purposes of monitoring availability, performance, or functionality for competitive purposes; (f) use the Services to store or transmit any Malicious Code; (g) interfere with or disrupt the integrity, performance, or security of the Services; (h) attempt to gain unauthorized access to any portion of the Services or related systems; (i) exceed any rate limits or usage restrictions; or (j) use the Services for any illegal, harmful, or fraudulent purpose.
You agree not to use the Services to: transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of privacy, hateful, or discriminatory; infringe any intellectual property or proprietary rights of any party; impersonate any person or entity or misrepresent your affiliation; transmit any unsolicited advertising, promotional materials, or spam; harvest or collect information about other users without their consent; or engage in any activity that violates any applicable law or regulation.
Licensee Firms agree to pay all fees and charges associated with their use of the Services as set forth in their Platform Services Agreement. All fees are quoted and payable in United States dollars unless otherwise specified. Fees are based on the subscription plan selected and may include: base subscription fees for platform access; access fees metered on a per-QOF basis, with each QOF, together with its associated QOZBs, Authorized Users, and projects, billed as a single unit; fees for optional Transmission Services as set forth in the applicable Platform Services Agreement; and any other fees for additional services or features.
Unless otherwise specified in the applicable Platform Services Agreement, per-QOF access fees are incurred for each QOF administered through the Services during the applicable billing period. For purposes of billing, a QOF is considered active when the Licensee Firm or its Authorized User adds or maintains the QOF within the Services during that billing period. Licensee Firms are responsible for accurately maintaining the status of each QOF within the Services, including archiving QOFs that are no longer administered through the Services in accordance with the procedures described in the Documentation or the applicable Platform Services Agreement.
Payment is due according to the schedule specified in your Platform Services Agreement. Base subscription and per-QOF access fees are typically payable in advance on an annual or quarterly basis. Fees for QOF units added above your plan limits, and fees for optional Transmission Services, will be invoiced in arrears based on usage during the preceding billing period and are due within fourteen (14) days of invoice date. You agree to provide accurate and complete billing information and to promptly update such information if it changes.
All fees are exclusive of any applicable sales, use, value-added, goods and services, or other taxes, levies, or duties imposed by taxing authorities ("Taxes") regarding your software or service subscription. You are responsible for all Taxes associated with your use of the Services. If Advalis has a legal obligation to pay or collect Taxes for which you are responsible, the appropriate amount shall be invoiced to and paid by you, unless you provide Advalis with a valid tax exemption certificate authorized by the appropriate taxing authority.
If any fees are not paid when due, Advalis may: (a) charge interest on overdue amounts at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less; (b) suspend or terminate your access to the Services until all outstanding amounts are paid in full; (c) require payment in advance for continued service; (d) pursue collection of overdue amounts through legal means; and (e) recover all costs of collection, including reasonable attorneys' fees and court costs.
All fees paid are non-refundable except as explicitly provided in your Platform Services Agreement. This no-refund policy applies regardless of whether you actively use the Services during your Subscription Term. You remain responsible for all fees during any suspension of your Account for violation of these Terms.
The Services, including all software, technology, designs, materials, information, content, code, user interfaces, APIs, Asset Test logic, Filing Package and Information Return generation methodologies, Documentation, trademarks, service marks, logos, and other intellectual property contained therein (collectively, "Advalis IP"), are owned by Advalis or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.
Advalis and its licensors retain all rights, title, and interest in and to the Advalis IP, including all related intellectual property rights. No rights are granted to you other than as expressly set forth in these Terms. The Advalis name, the OZfile name and logo, and all related product and service names, design marks, and slogans are trademarks of Advalis or its affiliates and may not be used without prior written permission.
Licensee Firms retain all rights, title, and interest in and to any User Content and Client Data that they or their Invited Users submit through the Services, including but not limited to QOF and Investment data, Investor and QOZB submissions, and information provided for Asset Tests and Filing Packages. By submitting User Content or Client Data through the Services, you grant Advalis a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit such content solely as necessary to: (a) provide and operate the Services; (b) comply with applicable law; (c) respond to support requests; and (d) protect the security and integrity of the Services.
Any feedback, suggestions, ideas, enhancement requests, or other information you provide to Advalis regarding the Services ("Feedback") will be owned by Advalis and may be used by Advalis without restriction and without compensation to you. You hereby assign all rights in such Feedback to Advalis and agree to provide any assistance reasonably requested to document, perfect, and maintain Advalis's rights in the Feedback.
You represent and warrant that: (a) you own or have obtained all necessary rights, releases, and permissions to submit User Content and to grant the rights granted to Advalis herein; (b) your User Content and your use of the Services will not infringe, violate, or misappropriate any third party's intellectual property rights, privacy rights, or other proprietary rights; (c) your User Content does not contain any Malicious Code or harmful components; and (d) your use of the Services complies with all applicable laws and regulations.
For All Users:
You agree to use the Services in compliance with all applicable federal, state, local, and international laws, rules, and regulations. This includes but is not limited to compliance with the OZ Provisions, IRS reporting and filing obligations, applicable U.S. securities laws, anti-money laundering laws, privacy and data protection laws, and consumer protection laws.
Specific Obligations for Licensee Firms:
Licensee Firms are responsible for compliance with: QOF certification and qualification requirements under the OZ Provisions, including maintenance of the 90% investment standard for each QOF; timely and accurate filing of IRS Form 8996 with each QOF's federal income tax return; timely filing of all required Information Returns and furnishing of all required statements to Investors; proper collection and retention of QOZB statements and information required under IRC Section 6039L; state-specific regulations and disclosure requirements applicable to their operations; professional licensing requirements applicable to their services; data protection laws regarding the collection and processing of client and investor information; applicable U.S. securities laws; and industry-specific regulations governing their business operations.
Licensee Firms are responsible for staying current with regulatory changes, including changes to the OZ Provisions, prescribed forms, filing deadlines, and IRS guidance, and ensuring their use of the Services remains compliant. Advalis provides the tools for compliance but does not guarantee that use of the Services ensures regulatory compliance.
Specific Obligations for Invited Users:
Invited Users must comply with: laws regarding the accuracy of information provided for official filings and statements; requirements to provide truthful and accurate Investment, Deferral Election, and QOZB information; privacy laws regarding the sharing of personal information; regulations against money laundering and fraud; and any specific legal obligations related to their role as an Investor in a QOF or as a QOZB Representative.
Invited Users acknowledge that providing false or inaccurate information in connection with reporting under the OZ Provisions may constitute a violation of federal law, may expose the applicable QOF or the Licensee Firm to penalties, loss of certification, or other adverse tax consequences, and may subject the Invited User to penalties under applicable provisions of the Internal Revenue Code.
For Licensee Firms:
In using the Services, Licensee Firms agree to maintain high standards of professional and ethical conduct consistent with industry standards, including: maintaining client confidentiality and protecting sensitive information; cooperating with regulatory audits and investigations, including IRS inquiries related to the OZ Provisions; maintaining appropriate professional licenses and certifications; and following industry best practices for data security and privacy regarding access credentials.
For Invited Users:
Invited Users agree to: provide truthful and accurate information for all submissions, including Investment, Deferral Election, and QOZB information; respond to information requests in a timely manner; not misrepresent their identity, authority, or status; report any requests for false or misleading information; and protect the confidentiality of QOF and Investment information.
Licensee Firms have additional obligations including:
Account Management: Ensuring all Authorized Users are properly trained on the use of the Services; maintaining appropriate internal controls and supervision; regularly reviewing account activity and user permissions; implementing appropriate approval processes for Asset Test, Filing Package, and Investor Statement workflows; and maintaining separation of duties where appropriate.
Compliance Monitoring: Regularly auditing use of the Services for compliance with internal policies and obligations under the OZ Provisions; investigating any suspicious activity or potential violations; maintaining documentation of compliance efforts, including records of Asset Tests performed, Filing Packages generated, and Investor Statements furnished; reporting regulatory issues to appropriate authorities; and cooperating with Advalis in security audits or investigations.
Data Governance: Implementing appropriate data classification and handling procedures; ensuring client consent for data collection and processing; maintaining data retention and destruction policies consistent with IRS recordkeeping requirements under the OZ Provisions; training staff on data protection requirements; and responding to data subject requests within legal timeframes.
Invited User Management: Confirming the appropriate recipients before sending invitation links; providing clear instructions on required information and documents; monitoring the status of pending submissions; following up on incomplete submissions; and revoking access when no longer needed.
Invited Users have specific obligations when using the Services:
Information Submission: Providing only accurate, truthful, and complete information; submitting statements and data, including Investment, Deferral Election, and QOZB information, only when the contents are true and correct; submitting only information they are legally authorized to provide; not including unnecessary sensitive information beyond what is requested; reviewing information for accuracy before final submission; and updating information if circumstances change before the applicable submission is finalized.
Access Security: Protecting the confidentiality of their unique access link and any Investor Portal credentials; not sharing access credentials with any other person; accessing the Services only from secure devices and networks; immediately reporting any suspected unauthorized access; and not attempting to save or bookmark submission access links for reuse beyond their intended purpose.
Proper Use: Using the Services only for the specific QOF and Reporting Period for which access was granted; not attempting to access other users' information or other QOFs; not using automated tools or scripts to interact with the Services; following all instructions provided by the Licensee Firm; and completing submissions within the timeframe specified.
Prohibited for All Users:
No user may engage in any of the following activities: submitting false, misleading, or fraudulent information, including false or inaccurate Investment, Deferral Election, or QOZB data; attempting to circumvent security measures or access controls; using the Services for any illegal purpose; infringing intellectual property rights of any party; transmitting malicious code or harmful content; interfering with the operation of the Services; harvesting or collecting information about other users; or violating the privacy rights of any person.
Additional Prohibitions for Licensee Firms:
Exceeding subscription limits without purchasing additional capacity; sharing account credentials with unauthorized parties; using the Services to compete with Advalis; reverse engineering or attempting to derive source code, Asset Test logic, or Filing Package and Information Return generation methodologies; reselling or sublicensing the Services without authorization; sending bulk emails to non-clients through the platform; and administering QOFs or processing submissions for unauthorized business types.
Additional Prohibitions for Invited Users:
Attempting to create permanent accounts or profiles; accessing the Services beyond the scope of their invitation, except that Investors may access the Investor Portal as described in these Terms; using another person's access link or credentials; submitting information for QOFs or Investments they are not associated with; submitting statements or data on behalf of another person without proper legal authority; attempting to modify previously submitted information without authorization; and using the Services for any purpose other than the specific invited submission or permitted document access.
Advalis reserves the right, but has no obligation, to monitor use of the Services for compliance with these Terms. We may investigate suspected violations and take appropriate action, including:
For All Users: Issuing warnings for minor violations; requiring additional verification or documentation; reporting suspected illegal activity to law enforcement or the IRS; cooperating with regulatory investigations; and preserving evidence of violations.
For Licensee Firms: Suspending or limiting access to certain features; requiring remedial training for staff; terminating accounts for serious or repeated violations; pursuing legal remedies for damages; and reporting violations to professional licensing boards.
For Invited Users: Immediately terminating access without notice; notifying the inviting Licensee Firm of violations; preventing future access to the Services; reporting false statements or submissions to appropriate authorities; and cooperating with investigations into fraudulent activity.
For Licensee Firms:
Licensee Firms agree to cooperate fully with: security investigations and incident response; compliance audits and assessments; implementation of security patches and updates; training requirements for new features; requests for information related to suspicious activity; and legal process and regulatory inquiries, including IRS examinations related to the OZ Provisions.
For Invited Users:
Invited Users agree to cooperate with: requests for additional documentation; clarification of submitted information, including the contents of statements and data submissions; investigation of potential fraud or misuse; and the Licensee Firm's compliance procedures.
General Definition:
"Client Data" encompasses all data, information, documents, records, and materials that Licensee Firms or Invited Users submit, upload, transmit, or otherwise provide through the Services, including but not limited to: personal information of Investors, QOZB Representatives, and other fund participants; QOF, QOZB, and project information; financial information including asset data, valuations, Investment amounts, and Deferral Election data; statements and information required under IRC Sections 6039K and 6039L; taxpayer identification numbers; Asset Tests, Filing Packages, Information Returns, Investor Statements, and related outputs; and all records and communications generated through the Services.
Ownership Structure for Licensee Firms:
Licensee Firms retain full ownership of all Client Data associated with their Account, including: (a) data directly entered by the Licensee Firm or its Authorized Users; (b) data submitted by Invited Users at the Licensee Firm's request, including Investor and QOZB submissions; and (c) Asset Tests, Filing Packages, Information Returns, Investor Statements, and compliance records generated using the Services.
Rights of Invited Users:
Invited Users retain ownership of their personal information but grant specific rights regarding its use:
To the Licensee Firm: By submitting information at a Licensee Firm's request, Invited Users grant the Licensee Firm the right to use such information for the purposes of performing Asset Tests, generating Filing Packages, Information Returns, and Investor Statements, complying with IRS filing and reporting requirements under the OZ Provisions, and fulfilling their professional obligations with respect to the applicable QOF.
To Advalis: Invited Users grant Advalis only the limited rights necessary to process the information on behalf of the Licensee Firm, as described in Section 10.2 below.
Important Clarification: While Invited Users retain ownership of their personal information, they do not have ownership rights to the Asset Tests, Filing Packages, Information Returns, Investor Statements, or other compliance outputs generated from such information. Those outputs belong to the Licensee Firm, without limiting Investors' right to view and download Investor Statements made available to them through the Investor Portal.
Data Control Hierarchy:
The Licensee Firm acts as the data controller for all Client Data submitted through their Account, including data submitted by Invited Users. Advalis acts solely as a data processor, processing Client Data only on behalf of and under the instructions of Licensee Firms. Invited Users are data subjects whose information is processed under the control of the Licensee Firm.
License from Licensee Firms:
By submitting Client Data through the Services, Licensee Firms grant Advalis a limited, non-exclusive license to access, use, process, and store Client Data solely to the extent necessary to: (a) provide the Services as requested by the Licensee Firm, including performing Asset Tests and generating Filing Packages, Information Returns, and Investor Statements; (b) facilitate Investor and QOZB data collection, storage, retrieval, and document delivery, including through the Investor Portal; (c) provide technical support and customer service; (d) create backup copies for disaster recovery and business continuity; and (e) comply with applicable legal obligations.
License from Invited Users:
By submitting information through the Services, Invited Users grant:
To Advalis: A limited license to process their information solely as necessary to provide the Services to the Licensee Firm, including: (a) receiving and storing the submitted information and statements; (b) making it available to the Licensee Firm; (c) including it in Asset Tests, Filing Packages, Information Returns, and Investor Statements as directed by the Licensee Firm; (d) making Investor Statements and other documents available to Investors through the Investor Portal as directed by the Licensee Firm; and (e) retaining it only for the periods required by the Licensee Firm or applicable law.
To the Licensee Firm: A license to use the submitted information for all purposes related to the applicable QOF and regulatory compliance, including: (a) performing Asset Tests and generating Filing Packages, Information Returns, and Investor Statements; (b) preparing and filing IRS Form 8996 with the QOF's federal income tax return; (c) filing required Information Returns and furnishing required statements, including Form 8997 support data, where applicable; (d) maintaining records as required by law; (e) sharing with regulatory authorities as required; and (f) using for their legitimate business purposes related to the QOF.
Restrictions on Data Use:
This license is limited in scope and does not permit Advalis to: use Client Data for its own business purposes unrelated to providing the Services; sell or monetize Client Data; share Client Data with third parties except as necessary to provide the Services or as required by law; or retain Client Data beyond the periods specified in these Terms.
Security Measures Apply to All Data:
Advalis processes all Client Data, whether submitted by Licensee Firms or Invited Users, in accordance with industry best practices and maintains appropriate technical and organizational measures to ensure security. These measures protect all users' data equally and include those described in Section 4.3.
Processing Instructions:
For Licensee Firm Data: Advalis processes according to the Licensee Firm's direct instructions through the Services.
For Invited User Data: Advalis processes according to the Licensee Firm's configuration and settings, as Invited Users cannot provide direct processing instructions to Advalis.
Licensee Firm Responsibilities:
Licensee Firms acknowledge and agree that they are solely responsible for: (a) the accuracy, quality, integrity, and legality of all Client Data in their Account; (b) obtaining all necessary consents, permissions, and authorizations for the collection, use, and processing of Client Data, including from Invited Users; (c) providing any required notices to data subjects; (d) ensuring that their use of the Services and submission of Client Data complies with all applicable laws, including the OZ Provisions and IRS filing and reporting requirements; (e) responding to requests from data subjects regarding their personal information; (f) determining retention periods and deletion schedules consistent with IRS recordkeeping requirements under the OZ Provisions; and (g) ensuring Invited Users understand how their data will be used, including that their information may be included in Asset Tests, Filing Packages, Information Returns, Investor Statements, and IRS filings.
Invited User Responsibilities:
Invited Users are responsible for: (a) ensuring the accuracy and truthfulness of information they submit, including Investment, Deferral Election, and QOZB information; (b) only submitting information they are authorized to provide; (c) not including unnecessary sensitive information beyond what is requested; (d) understanding that their information will be used for compliance under the OZ Provisions, including Asset Tests, Information Returns, and IRS filings; and (e) directing any questions about data use to the Licensee Firm that invited them.
For Licensee Firms:
During the Subscription Term, Licensee Firms may export Client Data through the Services' export functionality. Upon termination, Licensee Firms have sixty (60) days to retrieve their Client Data, during which time Advalis will maintain the data in a retrievable format. After this retrieval period, Advalis may delete Client Data from its production systems, though backup copies may be retained in accordance with our backup retention policies.
For Invited Users:
Except for Investor access to the Investor Portal described in this Section, Invited Users do not have direct data export or retrieval rights through the Services. After submitting information, Invited Users must contact the Licensee Firm that invited them if they need copies of their submitted information or have questions about how it is being used. Investors may view and download Investor Statements and other documents made available to them through the Investor Portal for so long as the Licensee Firm maintains that availability. Invited Users acknowledge that: they will not have access to view or download their raw submissions after their access link expires; they cannot directly request deletion of their data from Advalis but must make such requests through the Licensee Firm; the Licensee Firm controls retention and deletion of their submitted information and the availability of documents through the Investor Portal; and their information may be retained as long as required by applicable law or regulation, including IRS recordkeeping requirements under the OZ Provisions.
Data Retention Periods:
Active Licensee Firm Data is retained for the duration of the subscription. Post-termination access is available for sixty (60) days for Licensee Firms to retrieve data. Invited User submissions are retained according to the Licensee Firm's retention policies and regulatory requirements. Regulatory records, including Asset Tests, Filing Packages, Information Returns, and Investor Statements, may be retained for five (5) years or as required by law, including IRS recordkeeping requirements under the OZ Provisions. Backup copies are retained for six (6) months on a rolling basis.
"Confidential Information" means any non-public, proprietary, or confidential information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with these Terms or the Services, whether disclosed orally, in writing, electronically, or by any other means, and whether or not marked or identified as confidential.
Advalis's Confidential Information includes: Technical information about the Services, including architecture, algorithms, Asset Test logic, Filing Package and Information Return generation methodologies, and source code; security procedures and protocols; business plans, strategies, and financial information; customer lists and customer information (excluding the receiving party's own information); pricing information and fee structures; internal policies and procedures; and any information marked as confidential.
Licensee Firm's Confidential Information includes: Client Data, QOF and Investment information, Investor and QOZB submissions, and Filing Packages; business processes and procedures; customer lists and relationships; strategic plans and financial data; and any information marked as confidential.
Invited User's Confidential Information includes: Personal and financial information submitted through the Services; Investment and Deferral Election information; QOZB statements and data; QOF details not publicly available; and any information marked as confidential.
Mutual Recognition: Each party acknowledges that it may receive Confidential Information from the other party and agrees to protect such information as set forth in this Section.
The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence and not disclose it to any third parties without the prior written consent of the Disclosing Party; (b) use Confidential Information solely for the purposes of performing under these Terms and not for any other purpose; (c) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (d) limit access to Confidential Information to those employees, agents, and contractors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those herein; and (e) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information.
Additional Obligations for Licensee Firms: Ensure all Authorized Users understand and comply with confidentiality obligations; implement appropriate technical and organizational measures to protect Confidential Information; and include appropriate confidentiality provisions in agreements with employees and contractors.
Additional Obligations for Invited Users: Not discuss QOF or Investment details, including Asset Test results or Information Return contents, with unauthorized parties; protect access links and Investor Portal credentials as Confidential Information; understand that information about other participants in the QOF may be confidential; and direct any questions about confidentiality to the inviting Licensee Firm.
The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no breach of these Terms by the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by written records; or (e) is required to be disclosed by law, regulation, or court order, subject to Section 11.4 below.
Special Considerations for Invited Users: Information you submit may be disclosed: to the Licensee Firm and their authorized representatives; to the IRS as required for compliance and reporting under the OZ Provisions; to the applicable QOF and its representatives as directed by the Licensee Firm; and as required by law or court order.
If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party shall: (a) promptly notify the Disclosing Party in writing prior to such disclosure, unless prohibited by law; (b) cooperate with the Disclosing Party's efforts to seek a protective order or other appropriate remedy; (c) disclose only the minimum amount of Confidential Information necessary to comply with the legal requirement; and (d) use reasonable efforts to obtain assurances that the disclosed information will be treated confidentially.
For Invited Users: If you receive a legal request for information about your submission, including an IRS inquiry or summons, you should: immediately notify the Licensee Firm that invited you; cooperate with any protective efforts; not disclose more than legally required; and seek legal counsel if uncertain about your obligations.
Upon termination of these Terms or upon request by the Disclosing Party, the Receiving Party shall promptly: (a) return all tangible Confidential Information and any copies thereof; (b) delete all electronic copies of Confidential Information from its systems; (c) certify in writing the completion of such return or destruction; and (d) retain copies only as required by law or regulation, including IRS recordkeeping requirements, subject to continued confidentiality.
For Licensee Firms: This includes all Documentation, training materials, and technical information provided by Advalis, but excludes your own Client Data.
For Invited Users: You have no obligation to return information you submitted, but must delete any saved access links or credentials.
Confidentiality obligations under this Section shall survive termination of these Terms and continue for:
Trade Secrets: As long as the information remains a trade secret under applicable law. Other Confidential Information: Five (5) years from the date of disclosure. Personal Information: As long as required by applicable privacy laws.
For Invited Users: Your confidentiality obligations regarding QOF and Investment information, including Asset Test results, Information Return contents, and statement contents, continue indefinitely as such information may be subject to privacy laws, tax confidentiality requirements, and professional obligations of the Licensee Firm.
The parties acknowledge that breach of this Section 11 may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching party shall be entitled to seek equitable relief, including injunction and specific performance, without the requirement of posting a bond, in addition to all other remedies available at law or in equity.
Additional Consequences: For Licensee Firms: Immediate termination of Services and liability for resulting damages. For Invited Users: Permanent ban from the Services and potential legal action. For all parties: Liability for any regulatory penalties resulting from unauthorized disclosure, including penalties under IRC Section 6103 or other applicable tax confidentiality provisions.
For Licensee Firms:
These Terms commence on the date you first access the Services and continue for the duration of your Platform Services Agreement. The initial term and any renewal terms are as specified in your Platform Services Agreement, typically one year. Unless otherwise specified, subscriptions automatically renew for successive terms equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current term.
Licensee Firms should note that: the Platform Services Agreement governs the commercial relationship; these Terms supplement but do not replace the Platform Services Agreement and conflicting terms default to the terms in the Platform Services Agreement; and renewal terms may be subject to fee adjustments with proper notice.
For Invited Users:
These Terms apply to Invited Users during any period in which they have active access to the Services. For submission access, this period begins when they first access the Services through a secure link provided by a Licensee Firm and ends upon the earliest of: completion of their data submission; expiration of the access link (typically 30–90 days from issuance); revocation of access by the inviting Licensee Firm; termination of the Licensee Firm's subscription; or violation of these Terms resulting in access termination. For Investors, access to the Investor Portal continues for so long as the inviting Licensee Firm maintains the availability of documents to that Investor and the Licensee Firm's subscription remains active, subject to revocation and termination as described in these Terms.
Invited Users have no renewal rights with respect to submission access and must be re-invited by a Licensee Firm for each subsequent Reporting Period requiring new data submission.
For Licensee Firms:
Licensee Firms may terminate their subscription only in accordance with the termination provisions of their Platform Services Agreement. No refunds of prepaid fees will be provided for early termination. All outstanding fees become immediately due and payable. Per-QOF access fees and any Transmission Services fees accrued during the final billing period will be calculated and invoiced. Access continues through the notice period unless immediate termination is requested.
For Invited Users:
Invited Users cannot terminate these Terms for convenience as they have no ongoing subscription. Their access simply expires as described in Section 12.1. If an Invited User no longer wishes to use the Services, they can simply not access the submission portal or the Investor Portal, and their submission access will automatically expire. Investors may also request that the inviting Licensee Firm revoke their Investor Portal access at any time.
For Licensee Firms:
Either party may terminate these Terms immediately upon written notice if: (a) the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after written notice specifying the breach; (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings that are not dismissed within sixty (60) days; (c) termination is required by law, regulation, or court order; or (d) the other party engages in illegal activities related to the Services.
Advalis may also terminate or suspend a Licensee Firm's access immediately without notice if: (a) continued access poses a security risk to the Services or other users; (b) the Licensee Firm fails to pay fees within the cure period specified in Section 7.3; (c) the Licensee Firm's use violates applicable laws or regulations, including requirements under the OZ Provisions; or (d) Advalis receives credible reports of fraudulent activity.
For Invited Users:
Advalis or the inviting Licensee Firm may terminate an Invited User's access immediately without notice or opportunity to cure for: (a) submission of false, fraudulent, or misleading information, including false or inaccurate Investment, Deferral Election, or QOZB data; (b) attempting to access unauthorized areas of the Services; (c) sharing or misusing access credentials; (d) violating any provision of these Terms; (e) suspicious or potentially harmful activity; or (f) at the Licensee Firm's request for any reason.
Invited Users have no right to notice, cure periods, or appeal of termination decisions.
For Licensee Firms:
Upon termination: (a) all rights granted under these Terms immediately cease; (b) access to the Services is disabled (immediately or after notice period); (c) all outstanding fees become immediately due and payable; (d) each party shall return or destroy the other party's Confidential Information; (e) Client Data remains available for retrieval for sixty (60) days; (f) after the 60-day period, Advalis may delete all Client Data and backups, subject to regulatory retention obligations under Section 4.5; (g) confirmation of data deletion available upon written request; and (h) any pending submissions, Asset Tests, or Filing Packages may be affected.
Post-termination support is limited to data retrieval assistance during the 60-day period. No new Reporting Periods can be initiated, Filing Packages generated, or Invited Users added after termination.
For Invited Users:
Upon termination of an Invited User's access: (a) the access link and any Investor Portal access become invalid immediately; (b) any in-progress submissions may be lost if not completed; (c) no further access to view or edit submitted information or to view or download documents through the Investor Portal; (d) no right to retrieve previously submitted data directly from Advalis; (e) must contact the Licensee Firm for any data needs; and (f) submitted data remains under the control of the Licensee Firm.
Invited Users acknowledge that termination of their access does not affect the Licensee Firm's rights to use previously submitted data for completing Asset Tests, generating Filing Packages, Information Returns, and Investor Statements, filing IRS forms, and maintaining records as required by law.
The following provisions survive termination of these Terms:
For All Users: Section 6 (License and Restrictions — regarding restrictions); Section 8 (Intellectual Property); Section 11 (Confidentiality); Section 13 (Disclaimer of Warranties); Section 14 (Limitation of Liability); Section 15 (Indemnification); Section 17 (Governing Law and Dispute Resolution); and Section 19 (General Terms).
Additional Provisions for Licensee Firms: Section 7 (Payment Terms — for outstanding fees); Section 10 (Client Data — regarding ownership and retrieval rights); and any provisions related to post-termination data access.
Additional Clarifications for Invited Users: Confidentiality obligations survive only for information received during access. Indemnification survives only for actions taken during the access period. No payment-related provisions survive as Invited Users have no payment obligations.
For Licensee Firms Only:
Upon request, Advalis may provide transition assistance services for an additional fee, including: extended data access beyond 60 days; bulk export of historical QOF records, Asset Tests, Filing Packages, Information Returns, and Investor Statements; assistance with data migration; final compliance reporting; and transfer of pending Reporting Periods to a new service provider. Such services must be arranged before the end of the standard 60-day retrieval period and are subject to separate agreement and fees.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADVALIS AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT.
ADVALIS DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, SECURE, OR ERROR-FREE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, OR COMPLETE.
WITHOUT LIMITING THE FOREGOING, ADVALIS MAKES NO WARRANTY OR REPRESENTATION REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY ASSET TEST, FILING PACKAGE, INFORMATION RETURN, INVESTOR STATEMENT, OR OTHER OUTPUT GENERATED BY THE SERVICES. ALL SUCH OUTPUTS ARE DERIVED FROM USER-PROVIDED DATA, INCLUDING ASSET VALUES SUPPLIED OR CONFIRMED BY THE LICENSEE FIRM, AND ARE SUBJECT TO THE ACCURACY AND COMPLETENESS OF SUCH DATA. ADVALIS DOES NOT WARRANT THAT ANY OUTPUT WILL SATISFY THE REQUIREMENTS OF THE INTERNAL REVENUE CODE, TREASURY REGULATIONS, OR IRS GUIDANCE, INCLUDING THE OZ PROVISIONS. USERS ARE SOLELY RESPONSIBLE FOR VERIFYING ALL OUTPUTS AND ENSURING COMPLIANCE WITH APPLICABLE LAW.
ADVALIS SHALL NOT BE RESPONSIBLE FOR ANY IRS PENALTIES, INTEREST, ASSESSMENTS, LOSS OF QOF CERTIFICATION, LOSS OR RECAPTURE OF TAX BENEFITS, OR OTHER TAX LIABILITIES IMPOSED ON ANY LICENSEE FIRM, INVITED USER, QOF, QOZB, OR OTHER PARTY THAT ARISE FROM OR RELATE TO THE ACTIONS, INACTIONS, ERRORS, OR OMISSIONS OF ANY LICENSEE FIRM OR INVITED USER, INCLUDING BUT NOT LIMITED TO ERRORS IN DATA OR ASSET VALUES PROVIDED TO THE SERVICES, FAILURE TO VERIFY THE ACCURACY OF ANY ASSET TEST, FILING PACKAGE, OR INFORMATION RETURN, FAILURE TO MAINTAIN THE 90% INVESTMENT STANDARD, INCLUDING ANY PENALTY IMPOSED UNDER IRC SECTION 1400Z-2(f), FAILURE TO COLLECT REQUIRED STATEMENTS FROM QOZBS, FAILURE TO TIMELY FILE IRS FORM 8996 OR ANY INFORMATION RETURN, OR FAILURE TO FURNISH REQUIRED STATEMENTS TO INVESTORS; PROVIDED, HOWEVER, THAT WHERE A LICENSEE FIRM HAS ENROLLED IN OPTIONAL TRANSMISSION SERVICES WITH RESPECT TO A SPECIFIC FILING AND ADVALIS HAS ACCEPTED TRANSMISSION RESPONSIBILITY FOR THAT FILING UNDER THE APPLICABLE PLATFORM SERVICES AGREEMENT, ADVALIS'S RESPONSIBILITY FOR THE TIMELY TRANSMISSION OF THAT FILING SHALL BE AS SET FORTH IN THAT PLATFORM SERVICES AGREEMENT.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ADVALIS OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU IN ITS ENTIRETY.
YOU ACKNOWLEDGE THAT THE SERVICES DEPEND ON THIRD-PARTY SERVICES AND SYSTEMS, INCLUDING IRS ELECTRONIC FILING SYSTEMS, INTERNET SERVICE PROVIDERS, AND CLOUD INFRASTRUCTURE PROVIDERS. ADVALIS DISCLAIMS ALL LIABILITY FOR ANY FAILURES, DELAYS, OR ISSUES ARISING FROM SUCH THIRD-PARTY SERVICES OR SYSTEMS.
General Application:
Except as may arise out of a party's breach of Section 11 (Confidentiality), neither party will be liable to the other or any third party for loss of profits, or special, indirect, incidental, consequential or exemplary damages, including costs, in connection with the performance of the Services, or the performance of any other obligations under these Terms, even if it is aware of the possibility of the occurrence of such damages.
For Licensee Firms:
This limitation applies to all aspects of the Services, including but not limited to: service outages or unavailability; data loss or corruption; incorrect or incomplete Asset Tests, Filing Packages, or Information Returns; errors in Investor Statements; IRS penalties or interest arising from reliance on Service outputs; failed or delayed filings or statement deliveries; integration or compatibility issues; or business interruptions.
Without limiting the foregoing, Advalis shall have no liability for any IRS penalties, interest, assessments, loss of QOF certification, loss or recapture of tax benefits, or other tax liabilities imposed on any Licensee Firm, Invited User, QOF, QOZB, or other party to the extent such penalties, interest, assessments, or liabilities arise from or relate to the actions, inactions, errors, or omissions of any Licensee Firm or Invited User, including but not limited to: inaccurate or incomplete data or asset values provided to the Services; reliance on Asset Tests, Filing Packages, or Information Returns without independent verification; failure to maintain the 90% investment standard, including any penalty imposed under IRC Section 1400Z-2(f); failure to collect required statements and information from QOZBs; failure to timely file IRS Form 8996 or any Information Return; failure to furnish required statements to Investors; or any determination of QOF or QOZB qualification, asset valuation, or gain eligibility made by a Licensee Firm or Invited User. Notwithstanding the foregoing, where a Licensee Firm has enrolled in optional Transmission Services with respect to a specific filing and Advalis has accepted transmission responsibility for that filing under the applicable Platform Services Agreement, Advalis's liability for IRS penalties directly attributable to Advalis's failure to timely transmit that filing shall be as set forth in that Platform Services Agreement, including its limitations of liability.
For Invited Users:
Invited Users acknowledge that their use of the Services is limited to data submission and document access at the request of a Licensee Firm. Advalis shall not be liable to Invited Users for any consequential damages arising from: delays in processing their submissions; technical issues preventing submission or document access; loss of data they attempted to submit; or any consequences relating to their Investment or the applicable QOF resulting from use or inability to use the Services, including but not limited to amounts reported, filing delays, or IRS inquiries. Any claims related to the underlying Investment or QOF should be directed to the Licensee Firm or other appropriate parties.
For Licensee Firms:
The terms in your Platform Services Agreement shall govern limitations of liability.
For Invited Users:
Since Invited Users pay no fees for use of the Services, Advalis's maximum liability to any Invited User for any claims arising out of or related to these Terms or the Services shall not exceed One Hundred Dollars ($100) in aggregate. This limitation applies regardless of the theory of liability, whether in contract, tort, strict liability, or otherwise.
Invited Users acknowledge that: (a) they are using the Services at the invitation and for the benefit of a Licensee Firm; (b) the information collected by the platform supports compliance obligations of the Licensee Firm and the applicable QOF, including reporting under the OZ Provisions; (c) their access is limited and temporary; and (d) this significant limitation of liability is reasonable given the free and limited nature of their access. For any damages exceeding this limitation, Invited Users must seek recourse from the Licensee Firm that invited them or other appropriate parties.
For Both Licensee Firms and Invited Users:
Except with respect to claims of infringement or misappropriation of intellectual property of the other party, a party's breach of its confidentiality obligations set forth in Section 11 (Confidentiality), or your failure to pay amounts due under these Terms (applicable to Licensee Firms only), neither party may bring any claim relating to these Terms more than two (2) years after the events giving rise to the claim occurred. For Licensee Firms this may be modified by your Platform Services Agreement which will govern.
Additional Provisions for Invited Users:
Invited Users must bring any claims within one (1) year after the events giving rise to the claim occurred, which is shorter than the period for Licensee Firms. This shorter period reflects the temporary and limited nature of Invited User access. Additionally, Invited Users acknowledge that their primary relationship is with the Licensee Firm that invited them, and they are encouraged to resolve disputes directly with the Licensee Firm where appropriate.
Explanation for All Users:
These limitations of liability reflect a reasonable allocation of risk between the parties. For Licensee Firms, the limitations are balanced against the fees paid and the comprehensive nature of the Services provided. For Invited Users, the minimal liability cap reflects that they receive free, limited access to the Services solely to facilitate data submission and document access for the benefit of Licensee Firms.
Both categories of users acknowledge that these limitations are an essential element of the bargain between the parties and that Advalis would not provide the Services without such limitations. Users requiring greater protection should obtain appropriate insurance or negotiate special terms (available to Licensee Firms only through separate agreement).
For Licensee Firms:
The terms in your Platform Services Agreement shall govern Indemnification.
For Invited Users:
Invited Users agree to indemnify and hold harmless Advalis and its affiliates from any Damages arising from: (a) submission of false, fraudulent, or unauthorized information, including false or inaccurate Investment, Deferral Election, or QOZB data; (b) violation of these Terms, including attempting to access unauthorized areas of the Services; (c) infringement of any third party's rights through content they submit; and (d) sharing or misuse of their access credentials, links, or Investor Portal credentials.
To Licensee Firms:
The terms in your Platform Services Agreement shall govern Indemnification.
To Invited Users:
Advalis's indemnification obligations to Invited Users are limited to Damages arising directly from: (a) Advalis's unauthorized use of Invited User data beyond the scope permitted by these Terms; and (b) Advalis's gross negligence or willful misconduct that directly harms the Invited User.
Advalis shall have no liability or obligation with respect to any claim if such a claim is based on: (i) the combination, operation, or use of the Services with software or equipment which was not provided by Advalis, to the extent that liability for such claim would have been avoided in the absence of such combination, operation, or use; (ii) misuse of the Services, failure to secure access credentials, failure to use available MFA features, or failure to use the Services in compliance with the terms of these Terms; or (iii) for Invited Users, any actions taken by or at the direction of the Licensee Firm that invited them, including the Licensee Firm's Asset Test inputs and determinations, filing decisions, statement contents, or IRS filing obligations.
The obligations of a party ("Indemnitor") to defend or indemnify the other ("Indemnitee") under this Section 15 (Indemnification) are subject to the following:
(i) Notice: The Indemnitee must promptly inform the Indemnitor in writing of any claim or action within the scope of the Indemnitor's defense or indemnity obligations set forth in these Terms, provided that Indemnitor shall not be excused from its indemnity obligations for failure to provide prompt notice except to the extent that the Indemnitor is prejudiced by any such failure to provide prompt notice.
(ii) Control of Defense: The Indemnitor must be given exclusive control of the defense of such claim and all negotiations relating to its settlement, except that the Indemnitor may not, without Indemnitee's approval, (A) make any admissions on the Indemnitee's behalf or (B) settle any such claim unless the settlement unconditionally releases the Indemnitee of all liability.
(iii) Cooperation: The Indemnitee must reasonably assist the Indemnitor in all necessary respects in connection with the defense of the claim, at the Indemnitor's expense. The Indemnitee may participate in the defense of the claim at its sole cost and expense.
Special Procedures for Invited Users:
Invited Users who need to invoke indemnification should first notify the Licensee Firm that invited them, who may coordinate with Advalis on their behalf. If the claim is against the Licensee Firm, Invited Users should contact Advalis directly at [email protected].
This Section 15 (Indemnification) states the Indemnitor's sole liability and the Indemnitee's exclusive remedy with respect to infringement and third-party claims or regulatory actions related to confidentiality, privacy, or data security obligations described in this Section. For clarity, this Section does not cover any claims based on any error in accuracy or timeliness of the Services, including but not limited to the accuracy of any Asset Test, Filing Package, or Information Return. Such claims are governed exclusively by, and limited by, the warranties in these Terms, except to the extent such claims arise directly from Advalis's breach of confidentiality or data security obligations under these Terms.
Additional Clarification for Invited Users:
Invited Users acknowledge that their primary recourse for most issues related to their Investment, the applicable QOF, or the use of their data should be directed to the Licensee Firm that invited them. Advalis's indemnification obligations to Invited Users are limited to direct harm caused by Advalis's actions outside the scope of providing Services to Licensee Firms.
The Services may contain links to third-party websites or services or may integrate with third-party services such as payment processors, fund administration platforms, cap table systems, tax preparation software, IRS electronic filing systems, or other business tools. These third-party services are not under Advalis's control, and Advalis is not responsible for their content, functionality, or practices. Your use of any third-party services is governed by the terms and policies of those third parties.
Links to or integrations with third-party services do not constitute an endorsement, recommendation, or warranty by Advalis of such services. Advalis disclaims all liability for any damages or losses resulting from your use of or reliance on any third-party services.
You are solely responsible for: (a) reviewing and agreeing to the terms and policies of any third-party services you use; (b) ensuring that any third-party services meet your requirements; (c) any fees charged by third-party services; and (d) the security and privacy practices of third-party services. Advalis has no obligation to provide support for third-party services.
These Terms and any dispute arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
For Licensee Firms: This choice of law provision applies to these Terms and supplements the governing law provision in your Platform Services Agreement. In case of conflict, the Platform Services Agreement controls.
For Invited Users: You agree that Delaware law governs any disputes with Advalis, regardless of your location or the location of the QOF, QOZB, or Investment for which you submitted information.
Before initiating formal dispute resolution proceedings, you agree to attempt to resolve any dispute informally.
Process for Licensee Firms:
The terms in your Platform Services Agreement shall govern Resolution Process.
Process for Invited Users:
First attempt to resolve disputes with the Licensee Firm that invited you. If the dispute is with Advalis directly, send notice to [email protected]. Include the applicable QOF details and Licensee Firm information. Advalis will respond within fifteen (15) business days. Good faith negotiation period is thirty (30) days. Many disputes may be resolved by the Licensee Firm without Advalis involvement.
Binding Arbitration for All Disputes:
Any dispute, controversy, or claim arising out of or relating to these Terms or the Services that cannot be resolved informally shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware, before a single arbitrator or as otherwise specified in the applicable Platform Services Agreement. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
Arbitration Procedures:
Filing party pays initial filing fee. AAA consumer rules apply to Invited User claims under $75,000. Discovery shall be limited to what is necessary for each party to present its case. Arbitration hearing shall be conducted within six months of filing. Arbitrator must issue reasoned written decision. Each party bears its own attorneys' fees unless applicable law provides otherwise.
For Licensee Firms: The arbitration provisions in your Platform Services Agreement take precedence if different from these Terms. Arbitration costs are typically paid by Licensee Firms.
For Invited Users: Advalis will pay all AAA filing fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. For claims exceeding $10,000, payment of fees will be governed by AAA rules.
YOU AND ADVALIS AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.
Comprehensive Waiver: You expressly waive any right to: file a class action lawsuit; participate as a class member in any class action; bring claims as a private attorney general; consolidate claims with other users; or bring representative actions on behalf of others.
Severability of Class Action Waiver: If this class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then those parts will not be arbitrated but will proceed in court, with the remainder proceeding in arbitration. If any provision of this class action waiver is found to be illegal or unenforceable, the entire arbitration provision shall be unenforceable, and disputes shall be resolved in court.
For Invited Users: This waiver means you cannot join with other Invited Users to bring collective claims, even if you all submitted information for the same Licensee Firm or the same QOF.
Notwithstanding the foregoing, either party may seek:
Injunctive Relief: Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent: actual or threatened infringement of intellectual property rights; violation of confidentiality obligations; unauthorized access to or use of the Services; or imminent harm that cannot await arbitration.
Small Claims Court: For Invited Users, claims must not exceed $10,000 and meet other jurisdictional requirements. For Licensee Firms, as specified in your Platform Services Agreement.
Coordination with Platform Services Agreement: For Licensee Firms, any disputes primarily relating to your Platform Services Agreement shall be resolved according to the dispute resolution provisions in that agreement.
For any disputes not subject to arbitration, you agree that the state and federal courts located in Delaware have exclusive jurisdiction. You waive any objection to venue in these courts and any claim that Delaware is an inconvenient forum.
For Invited Users: We understand that traveling to Delaware may be burdensome. Most disputes can be resolved through our informal resolution process or arbitration (which may be conducted by phone or video conference at the arbitrator's discretion).
For Licensee Firms: The terms in your Platform Services Agreement shall govern.
For Invited Users: You must initiate any proceeding within one (1) year after the cause of action arises. This shorter period reflects the temporary nature of your access to the Services.
Available Remedies: Monetary damages as proven and permitted by law within the applicable limits of these Terms and associated Platform Services Agreements; injunctive relief as provided in Section 17.5; specific performance for breach of confidentiality; and no punitive damages except as required by law.
Limitations: All remedies are subject to the limitations of liability in Section 14 or the Platform Services Agreement. The arbitrator cannot award relief beyond what would be available in court under applicable law.
Arbitration Costs: Each party bears its own attorney fees unless applicable law provides otherwise. Arbitrator fees split equally for business disputes. Special provisions for Invited User claims as described in Section 17.3.
Prevailing Party: The arbitrator may award costs and fees to the prevailing party only if authorized by applicable law or if a party's claims are found to be frivolous or brought in bad faith.
By using the Services, you consent to receiving electronic communications from Advalis relating to your use of the Services. These communications may include notices about your Account, updates to these Terms or policies, transactional information, promotional materials (where permitted), and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
We may communicate with you through various electronic means, including: (a) email to the address associated with your Account; (b) notifications within the Services; (c) text messages to numbers you provide (with your consent); (d) posting notices on the Site; or (e) through other electronic means. You are responsible for maintaining current contact information and ensuring that you can receive our communications.
You may opt out of certain electronic communications, such as promotional emails, by following the unsubscribe instructions in those communications. However, you may not opt out of transactional or administrative communications related to your use of the Services. If you opt out of promotional communications, we may still send you non-promotional communications.
These Terms, together with any Platform Services Agreement (for Licensee Firms), Privacy Policy, and other policies incorporated by reference, constitute the entire agreement between you and Advalis regarding the Services and supersede all prior and contemporaneous agreements, proposals, representations, and communications, whether electronic, oral, or written, between you and Advalis. Your Platform Services Agreement will govern any conflicting terms.
Except as otherwise provided herein, these Terms may not be amended except by a written agreement signed by both parties. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and Advalis's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be deemed modified so that it is valid, legal, and enforceable to the maximum extent permitted by law.
You may not assign or transfer these Terms or any rights or obligations hereunder without Advalis's prior written consent, and any attempted assignment without such consent shall be null and void. Advalis may freely assign these Terms without restriction. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
Except for payment obligations under any Platform Services Agreement, neither party shall be liable for any failure or delay in performing its obligations under these Terms due to any cause beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, regulatory requirement updates, acts of civil or military authorities, fire, floods, accidents, pandemic, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials, provided that the affected party promptly notifies the other party and uses diligent efforts to remedy the situation.
The parties are independent. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between the parties. Neither party has any authority to bind the other or to incur any obligation on its behalf.
You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and sanctions programs administered by the Office of Foreign Assets Control. You represent and warrant that you are not located in any embargoed country or on any U.S. government list of prohibited or restricted parties.
The Services constitute "commercial computer software" and "commercial computer software documentation" as defined in applicable federal acquisition regulations. If you are a U.S. government agency or instrumentality, you acknowledge that Advalis provides the Services, including any related software and technology, in accordance with the license rights and restrictions described in these Terms.
Neither party may use the other party's name, logo, or trademarks in any publicity, advertising, or marketing materials without the other party's prior written consent. Notwithstanding the foregoing, Advalis may include your name and logo in its customer lists and case studies, provided that such use accurately represents the nature of your relationship with Advalis.
The headings in these Terms are for convenience only and shall not affect the interpretation of these Terms. As used herein, the words "include," "includes," and "including" are deemed to be followed by "without limitation." These Terms were prepared in English, and the English version shall control in the event of any conflict with translations into other languages.
If you have any questions, concerns, or notices regarding these Terms or the Services, please contact us using the following information:
Advalis Inc. 270 S. Central Blvd, Suite 205 Jupiter, FL 33458 United States of America
General Inquiries: [email protected] Legal Notices: [email protected] Privacy Matters: [email protected] Billing Questions: [email protected] Security Issues: [email protected]
For legal notices, you must also send a copy via certified mail to our corporate headquarters at the address above, attention: Legal Department.
We will respond to inquiries and notices as promptly as reasonably practicable. Support is generally available during regular business hours (9:00 AM to 6:00 PM Eastern Time, Monday through Friday, excluding holidays).
By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. Please print or save a copy of these Terms for your records.
