Terms and Conditions

1. Introduction and Acceptance

1.1 Overview

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“User”) and NewFrame Legal LLC, a limited liability company incorporated under the laws of Ukraine, Company Identification Number: 46324688 (“Company”, “we”, “us”, “our”). These Terms govern your access to and use of https://compliora.ai and all associated services, automated assessments, generated reports, and functionality (collectively, “Compliora AI” or the “Service”).

1.2 Acceptance

By accessing or using Compliora AI in any way, you confirm that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Cookie Policy. If you do not agree, you must not use the Service. Continued use after any update to these Terms constitutes acceptance of the revised Terms.

1.3 Definitions

The following definitions apply throughout these Terms:

• “Account” — a registered user account created on Compliora AI.
• “Assessment” — an automated EU regulatory analysis of a project generated by the AI System based on information submitted by a User.
• “Report” — a structured document (PDF or HTML) produced by the Service summarising the results of an Assessment.
• “Analytical Engine” — the regulatory analysis platform embedded in Compliora AI that processes user-submitted information against EU Regulatory Frameworks to generate Assessments and Reports, incorporating AI-assisted components provided by third-party technology partners.
• “EU Regulatory Frameworks” — Regulation (EU) 2023/1114 (MiCA), Directive 2014/65/EU (MiFID II), Directive (EU) 2015/2366 (PSD2), Directive 2011/61/EU (AIFMD), and any successor or amending legislation.
• “Consumer” — a natural person acting for purposes wholly or mainly outside their trade, business, craft, or profession.
• “Business User” — any User that is not a Consumer, including legal entities and natural persons acting in a professional or commercial capacity.
• “GDPR” — Regulation (EU) 2016/679.
• “EU AI Act” — Regulation (EU) 2024/1689.
• “Personal Data” — has the meaning given under the GDPR.
• “Intellectual Property Rights” — all patents, copyrights, database rights, trademarks, trade secrets, and other proprietary rights worldwide.
• “Prohibited Jurisdictions” — Cuba, Iran, Syria, North Korea, and any jurisdiction subject to comprehensive EU, UK, or US sanctions.

1.4 Eligibility

To use Compliora AI you must: (a) be at least 18 years of age; (b) have full legal capacity under applicable law; and (c) not be prohibited from receiving digital services under any applicable law. If you accept these Terms on behalf of a legal entity, you represent and warrant that you have authority to bind that entity, and “you” refers to both you individually and the entity.

1.5 Geographical Restrictions

Access to Compliora AI is restricted for persons located in, ordinarily resident in, or operating from Prohibited Jurisdictions. By using the Service, you represent and warrant that you are not subject to such restrictions. Circumvention (including through VPNs or proxies) constitutes a material breach of these Terms and may result in immediate termination, forfeiture of fees, and reporting to relevant authorities. The Company may update the list of Prohibited Jurisdictions at any time; continued use constitutes acceptance of any such update.

2. Scope of Service

2.1 Service Description

Compliora AI is an automated regulatory intelligence platform designed to help Web3, DeFi, and fintech businesses understand their potential regulatory exposure under EU law. The AI System analyses project information submitted by Users against EU Regulatory Frameworks and produces structured Assessments and Reports. The Service is strictly informational. It does not constitute legal advice and does not create a lawyer–client relationship. Users must engage qualified legal counsel licensed in the relevant jurisdiction before taking any compliance, regulatory, or business action based on any Report.

2.2 Service Modifications

The Company reserves the right to modify, update, expand, or discontinue any aspect of the Service at any time, with or without prior notice. Continued use after any modification constitutes acceptance of the updated Service.

2.3 Account Security

Users agree to: (a) maintain strict confidentiality of Account credentials; (b) use only secure and trusted devices; (c) notify the Company immediately of any unauthorised access at legal@compliora.ai; and (d) verify all details before confirming any purchase. The Company disclaims all liability for losses arising from User negligence, including credential sharing or phishing attacks.

2.4 Information Accuracy

The Company takes reasonable steps to ensure the quality of Assessment outputs but cannot guarantee their accuracy, completeness, currency, or fitness for any specific regulatory purpose. EU regulatory law is subject to ongoing change and evolving interpretation. The AI System may produce errors, omissions, outdated analysis, or misclassifications. Users are solely responsible for independently verifying all outputs before reliance.

2.5 Data Retention Policy

Project information submitted for Assessment is processed solely for the purpose of generating the requested Report and is deleted from active processing systems upon Report delivery. The Company does not retain identifiable project submission data beyond what is necessary for the immediate transaction, except where required by applicable law or as described in the Privacy Policy.

2.6 Third-Party Integrations

Compliora AI incorporates features, infrastructure, and AI models from third-party providers including Anthropic, PBC (AI models) and Cloudflare, Inc. (infrastructure). Use of the Service is subject to applicable third-party terms. The Company is not responsible for the performance, availability, or actions of any third-party provider.

2.7 Testimonials and Curated Content

Any testimonials, case studies, or user reviews displayed on the Website are curated and published solely by the Company. The Website does not host user-generated public content. Displayed testimonials reflect individual experiences and do not guarantee equivalent outcomes for other Users.

2.8 Acceptable Use Policy

By using Compliora AI you agree that you will not:

• Submit false, misleading, or materially incomplete project information to influence Assessment outcomes;
• Use Reports to misrepresent the regulatory status of any project to investors, regulators, counterparties, or any other person;
• Attempt to reverse-engineer, extract, reproduce, or replicate the underlying AI models, scoring logic, prompts, or assessment methodology;
• Use automated tools, bots, or scrapers to extract Content or overload Service infrastructure;
• Resell, sublicense, redistribute, or commercially exploit Reports or any Content without prior written consent;
• Represent Reports or Assessment outputs as legal advice from a licensed legal practitioner;
• Create fake websites, phishing emails, or social media accounts impersonating Compliora AI;
• Use the Service in connection with any illegal activity, including unlicensed financial services, money laundering, fraud, or sanctions evasion;
• Remove, alter, or obscure any copyright, trademark, or proprietary notice.

Violations may result in: (a) immediate suspension or permanent termination without refund; (b) technical enforcement measures; (c) disclosure to law enforcement or regulatory authorities; (d) civil claims for damages; and (e) criminal prosecution under applicable law.

3. Regulatory Transparency Disclosures

3.1 Nature of the Service

Compliora AI is a regulatory intelligence platform that uses advanced analytical technology, including components powered by large language models, to process user-submitted project information and produce structured regulatory screening reports. The platform operates within the meaning of Regulation (EU) 2024/1689 (EU AI Act) and has been assessed as falling within the limited risk category. It is not classified as high-risk under Annex III of the EU AI Act because: (a) it does not produce binding decisions affecting individuals’ legal rights; (b) its output is informational only; and (c) all regulatory and compliance decisions remain with the User and their qualified advisers. The Company complies with the transparency obligations applicable to limited-risk systems through these Terms and disclosures on the Website.

3.2 Transparency Notice

3.3 Inherent Limitations

You acknowledge and accept that:

• The Service applies structured analytical processing to user-provided inputs against publicly available EU regulatory texts. It does not replicate the reasoning or judgment of a qualified legal practitioner.
• Report quality depends entirely on the accuracy and completeness of the information you submit. Incomplete or inaccurate inputs will produce unreliable outputs for which the Company bears no responsibility.
• The Service does not monitor legislative changes, regulatory guidance, or court decisions in real time. Reports may not reflect developments in EU law occurring after the Report generation date.
• Regulatory classification under EU frameworks is inherently fact-specific, jurisdiction-dependent, and subject to interpretation by competent authorities. No analytical tool can substitute for this case-by-case assessment.

3.4 Human Review Recommendation

Consistent with the principle of human oversight under the EU AI Act, the Company strongly recommends that all Reports be reviewed by a qualified legal professional with relevant expertise before being relied upon for any regulatory, compliance, or business decision.

3.5 Prohibited Uses of Reports

Users must not use Assessments or Reports to:

• Misrepresent the regulatory status or compliance of any project to any person or authority;
• Substitute for mandatory legal opinions, regulatory submissions, or compliance filings required by law;
• Train, fine-tune, develop, or improve any competing or third-party machine learning system;
• Represent to any third party that the output constitutes professional legal advice from a licensed practitioner.

3.6 Technology Partners

The analytical engine underlying Compliora AI incorporates large language model capabilities provided by Anthropic, PBC. Anthropic’s usage policies apply to the underlying model layer. The Company is solely responsible for the Compliora AI application, analytical methodology, report structure, and all outputs delivered to Users.

3.7 Error Reporting

If you believe a Report contains a material error, contact legal@compliora.ai. The Company will review such reports in good faith but is under no obligation to correct, re-issue, or refund the cost of any Report.

4. Payment and Fees

4.1 Pricing

Access to full Assessment Reports is subject to a one-time per-Report purchase fee, currently €49 (forty-nine euros) or such other amount as displayed at checkout. The Company reserves the right to modify pricing at any time; changes will not affect purchases already completed.

4.2 Payment Processing and Currency

Payments are processed via card acquiring services operated by or on behalf of NewFrame Legal LLC. Prices are displayed in EUR. Your payment card may be charged in an equivalent amount in your local currency at the exchange rate applied by your card issuer or payment network at the time of the transaction. The final amount charged to your card may therefore vary slightly from the EUR price displayed due to currency conversion. No additional fees are charged by the Company beyond the price displayed at checkout.

By completing a purchase, you confirm that you have read and understood this currency notice and accept that minor variations in the charged amount may occur due to exchange rate fluctuations.

4.3 Taxes — Business Users (EU)

The Company is incorporated in Ukraine and is not registered for VAT in any EU member state. For purchases by EU-registered businesses holding a valid VAT identification number, the reverse charge mechanism applies under Article 196 of Council Directive 2006/112/EC. In such cases: (a) the supply is subject to VAT at a rate of 0% on the Company’s invoice; (b) you as the Business User are responsible for self-assessing and accounting for VAT in your jurisdiction in accordance with applicable law; and (c) the Company will include the notation “VAT 0% — Reverse Charge Applies” on invoices issued to VAT-registered EU businesses upon request. For all other purchases, you are solely responsible for determining and paying any applicable local taxes, duties, or levies.

4.4 Invoicing

Following successful payment, the Company will deliver a transaction confirmation and, upon request, a VAT-compliant invoice to the email address provided at checkout. To request an invoice or to provide your VAT identification number for reverse charge purposes, contact legal@compliora.ai within 14 days of your purchase.

4.5 Refund Policy

Due to the nature of the Service — whereby the Assessment is generated and the Report delivered immediately upon payment — purchases are generally non-refundable once the Report has been delivered to the email address provided at checkout. The Company will consider refund requests on a case-by-case basis only where: (a) a technical failure on the part of the Company prevented delivery of the Report; or (b) required by mandatory applicable consumer protection law. To submit a refund request, contact legal@compliora.ai within 14 days of purchase, providing your transaction reference and a description of the issue. The Company will respond within 10 business days.

For Consumers habitually resident in the EU, statutory rights under applicable national consumer law are not affected by this clause to the extent they provide greater protection.

5. Intellectual Property Rights

5.1 Company Ownership

Compliora AI, including its AI pipeline architecture, scoring methodology, prompt design, report templates, algorithms, interfaces, and all associated features and functionality, is protected by copyright, database rights, trade secret law, and other applicable intellectual property laws. All rights not expressly granted to you are reserved exclusively by NewFrame Legal LLC or its licensors.

5.2 Limited Licence to Reports

Upon full payment, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to use the Report solely for your own internal business or compliance analysis purposes. You may not: (a) resell, redistribute, publish, or commercially exploit Reports; (b) represent Reports as legal advice from any licensed practitioner; or (c) use Reports or any portion thereof to train, fine-tune, or develop any AI or machine learning system.

5.3 User-Submitted Information

You retain all rights in the project information you submit for Assessment. By submitting such information, you grant the Company a limited, royalty-free, worldwide licence to process it solely for: (a) generating your Assessment and delivering the Report; and (b) improving the Service in strictly anonymised, aggregated, non-identifiable form. The Company will not sell your identifiable project data to third parties or disclose it except as necessary to operate the Service or as required by law.

5.4 Trademarks

“Compliora AI”, “Compliora”, the Compliora AI logo, and all related names, designs, and slogans are trademarks or service marks of NewFrame Legal LLC. You may not use any of these marks without prior written permission.

6. Data Protection and Privacy

6.1 GDPR Compliance

The Company processes Personal Data as data controller in accordance with the GDPR and applicable national data protection law. Full details are set out in our Privacy Policy.

6.2 Data Minimisation and Retention

The Company processes only the personal data strictly necessary to provide the Service. Project submission data is not retained beyond Report delivery. Email addresses and transaction records are retained only as long as necessary for the purposes described in the Privacy Policy.

6.3 International Data Transfers

Where Personal Data is transferred outside the European Economic Area, the Company ensures appropriate safeguards are in place under GDPR Chapter V, including Standard Contractual Clauses where applicable.

6.4 Cookies

The Company uses cookies and similar technologies as described in our Cookie Policy.

6.5 Digital Services Act

The Company operates as a hosting service within the meaning of Regulation (EU) 2022/2065 (Digital Services Act) and complies with the general obligations applicable to hosting services. As a micro-enterprise under Article 2(3) DSA, the Company is exempt from the enhanced due diligence obligations under Articles 19 and 29 DSA. The Website does not host third-party user-generated public content; testimonials are curated and published solely by the Company.

7. Disclaimers and Limitation of Liability

7.2 Service Provided “As Is”

Compliora AI is provided on an “as is” and “as available” basis without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, and uninterrupted or error-free availability.

7.3 Specific Disclaimers

The Company makes no warranty that:

• Any Report accurately reflects the regulatory status of any project under applicable EU law or the opinion of any competent authority;
• Reports reflect legislative amendments, regulatory guidance, or case law published after the Report generation date;
• Use of a Report will result in, support, or constitute evidence of regulatory compliance.

7.4 Limitation of Liability — Business Users

To the maximum extent permitted by applicable law, the Company’s aggregate liability to Business Users for all claims arising from or relating to these Terms or the Service shall not exceed the total fees actually paid by the Business User for the specific Report giving rise to the claim. The Company shall not be liable for: indirect, incidental, special, consequential, or punitive damages; loss of profits, revenue, business, data, or goodwill; regulatory fines or enforcement actions arising from reliance on a Report; or third-party claims arising from use of a Report.

7.5 Limitation of Liability — Consumers

For Consumers, the limitations in clause 7.4 apply to the maximum extent permitted by the mandatory consumer protection law of the Consumer’s country of habitual residence. Nothing in these Terms excludes or limits the Company’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under applicable mandatory law.

7.6 Risk Acknowledgment

By using Compliora AI you acknowledge that: (a) EU regulatory law is subject to constant change and jurisdiction-specific variation; (b) the Service does not monitor legislative developments in real time; and (c) any reliance on a Report without independent legal verification is at your sole risk.

8. Indemnification

You agree to indemnify, defend, and hold harmless NewFrame Legal LLC, its affiliates, officers, directors, employees, agents, contractors, and licensors from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your breach of any provision of these Terms;
• Your violation of any applicable law, regulation, or third-party rights;
• Your misuse or misrepresentation of any Assessment or Report to any third party;
• Inaccurate, incomplete, or misleading information you submitted for Assessment; or
• Any claim by a third party arising from your use of Compliora AI.

This indemnification obligation survives termination of these Terms.

9. Modification and Termination

9.1 Modification to Terms

The Company may amend these Terms at any time. Amendments become effective upon posting with an updated “Last Updated” date. For material changes, the Company will endeavour to provide reasonable advance notice to registered Users by email. Continued use after the effective date constitutes acceptance of the revised Terms.

9.2 Future Jurisdictional Changes

If the Company establishes a legal entity in a jurisdiction other than Ukraine (including within the EU), these Terms may be updated accordingly with notice to Users. The Company’s legal basis for processing Personal Data and the governing law may change at that time, subject to advance notification as required by applicable law.

9.3 Termination by the Company

The Company may immediately suspend or terminate your access without prior notice if: (a) you violate the Acceptable Use Policy; (b) you engage in fraudulent or illegal activity; (c) you materially breach these Terms; or (d) required to do so by law. Sections 5, 7, 8, 10, and 11 survive termination.

9.4 Termination by User

You may discontinue use at any time. To delete a registered Account, contact legal@compliora.ai. Termination does not entitle you to any refund of fees paid.

10. Governing Law, Jurisdiction, and Dispute Resolution

10.1 Governing Law

These Terms are governed by and construed in accordance with the laws of Ukraine, without regard to conflict of law rules. For Consumers habitually resident in the EU, the mandatory consumer protection provisions of the law of their country of habitual residence apply to the extent they provide greater protection than Ukrainian law.

10.2 Exclusive Jurisdiction — Business Users

For disputes involving Business Users, the parties irrevocably submit to the exclusive jurisdiction of the competent courts of Ukraine. The parties waive any objection to proceedings in such courts on grounds of venue or inconvenient forum.

10.3 Consumer Jurisdiction (EU)

Consumers habitually resident in the EU may bring proceedings either in the competent courts of Ukraine or in the courts of their country of habitual residence. Consumers may also use the European Commission’s Online Dispute Resolution platform at ec.europa.eu/consumers/odr (ODR contact: legal@compliora.ai). The Company is not obligated to participate in ADR proceedings but will consider them in good faith.

10.4 Good Faith Negotiations

Prior to commencing court proceedings, the parties agree to attempt resolution through good-faith negotiations for at least 30 calendar days from written notice of the dispute. This clause does not prevent either party from seeking urgent injunctive or equitable relief.

10.5 Language

All proceedings shall be conducted in English unless otherwise required by applicable procedural law.

10.6 Time Limitation

Any claim arising from these Terms must be brought within one (1) year from the date the cause of action arose, to the maximum extent permitted by applicable law.

11. Additional Provisions

11.1 Force Majeure

The Company shall not be liable for failure or delay caused by circumstances beyond its reasonable control, including: acts of God, war, terrorism, civil unrest, government action, pandemic, cyberattacks, third-party infrastructure failure, or widespread internet disruption.

11.2 Severability

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary. Remaining provisions continue in full force and effect.

11.3 Entire Agreement

These Terms, together with the Privacy Policy and Cookie Policy, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements and understandings.

11.4 Assignment

The Company may assign these Terms without notice, including in connection with a merger or acquisition. You may not assign your rights without prior written consent from the Company.

11.5 No Waiver

Failure by the Company to enforce any provision on any occasion does not constitute a waiver of that provision or the right to enforce it in the future.

11.6 Language

These Terms are in English. In the event of any conflict between an English version and any translation, the English version prevails.

11.7 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, employment, agency, or franchise relationship. Neither party has authority to bind the other.

11.8 Electronic Communications

By creating an Account, you consent to receive transactional emails (Account notices, Report delivery, invoices) and, where you opt in, promotional communications. You may opt out of promotional communications at any time via the unsubscribe link. Opting out does not affect transactional communications necessary for the Service.

12. Notices and Contact

12.1 Notices to You

Notices from the Company will be sent by email to your registered address or posted on the Website. Email notices are deemed received on the date of transmission.

12.2 Contact Information

By accessing or using Compliora AI, you confirm that you have read, understood, and agree to be bound by these Terms and Conditions in their entirety.

© 2025 NewFrame Legal LLC. All rights reserved.