Terms of Service

Agreement to Terms

By accessing or using FrameworkVote ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Service.

These Terms incorporate our Disclaimer and Privacy Policy by reference. Please read all documents carefully before using the Service.

Description of Service

FrameworkVote is a research platform that provides governance analysis and educational resources to help shareholders prepare for proxy voting. The Service includes:

• Extraction and analysis of SEC DEF 14A proxy statements
• Governance grading and scoring based on our methodology
• Compensation analysis and benchmarking
• AI-powered research assistance
• Tools to track and organize voting decisions

The Service is provided for informational and educational purposes only. We do not provide voting recommendations or investment advice. See our Disclaimer for important limitations.

Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Service. By using the Service, you represent that you meet these requirements.

Account Registration

To access certain features of the Service, you must create an account. You agree to:

• Provide accurate and complete registration information
• Maintain the security of your account credentials
• Promptly update your information if it changes
• Accept responsibility for all activity under your account
• Notify us immediately of any unauthorized access

We reserve the right to suspend or terminate accounts that violate these Terms or for any other reason at our discretion.

Subscription and Billing

FrameworkVote offers both free and paid subscription tiers. By subscribing to a paid plan, you agree to pay all applicable fees as described at the time of purchase.

• Billing Cycle: Subscriptions are billed in advance on a monthly or annual basis depending on your selected plan.
• Automatic Renewal: Subscriptions automatically renew unless cancelled before the end of the current billing period.
• Price Changes: We may change subscription prices with 30 days notice. Price changes take effect at the start of your next billing period.
• Refunds: Subscriptions are generally non-refundable, except as required by applicable law or at our discretion.

Free Trial

We may offer a free trial period for new users. At the end of the trial, your account will be converted to a paid subscription unless you cancel before the trial ends. You may be required to provide payment information to start a trial.

Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose
• Violate any applicable laws or regulations
• Infringe the intellectual property rights of others
• Attempt to gain unauthorized access to the Service or its systems
• Interfere with or disrupt the Service or its infrastructure
• Use automated tools to scrape, crawl, or extract data from the Service
• Resell, redistribute, or commercially exploit the Service without authorization
• Impersonate any person or entity
• Provide false or misleading information
• Use the Service in any way that could harm our reputation or other users

Intellectual Property

The Service, including its design, features, content, and underlying technology, is protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, or create derivative works based on the Service without our express written permission.

You retain ownership of any content you submit to the Service (such as notes or preferences). By submitting content, you grant us a non-exclusive, worldwide, royalty-free license to use, store, and process that content to provide the Service.

Third-Party Data and Services

The Service incorporates data from third-party sources, including SEC EDGAR filings. We are not responsible for the accuracy, completeness, or availability of third-party data. Your use of such data is subject to applicable third-party terms and restrictions.

The Service may integrate with third-party authentication providers (such as Clerk) and payment processors (such as Stripe). Your use of these services is governed by their respective terms and privacy policies.

Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

We do not warrant that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components. We do not warrant that the information provided through the Service is accurate, complete, or current.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, FRAMEWORKVOTE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE.

IN NO EVENT SHALL OUR TOTAL LIABILITY EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID FOR THE SERVICE IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) $100.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Indemnification

You agree to indemnify, defend, and hold harmless FrameworkVote and its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from your use of the Service, violation of these Terms, or infringement of any third-party rights.

Changes to Terms

We may modify these Terms at any time. If we make material changes, we will notify you by email or through the Service. Your continued use of the Service after the effective date of any changes constitutes acceptance of the modified Terms.

Termination

You may terminate your account at any time through your account settings. We may suspend or terminate your access to the Service at any time for any reason, including violation of these Terms.

Upon termination, your right to use the Service will immediately cease. Provisions of these Terms that by their nature should survive termination (including disclaimers, limitations of liability, and indemnification) will remain in effect.

Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes arising from these Terms or your use of the Service shall be resolved in the state or federal courts located in Delaware.

Dispute Resolution

Before filing any legal claim, you agree to attempt to resolve disputes informally by contacting us. If we cannot resolve a dispute within 60 days, either party may proceed with legal action.

Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

Entire Agreement

These Terms, together with our Disclaimer and Privacy Policy, constitute the entire agreement between you and FrameworkVote regarding the Service and supersede all prior agreements and understandings.

Contact

If you have questions about these Terms, please contact us at legal@frameworkvote.com.