Effective date August 17, 2026.
These Agent of Record (“AOR”) Terms of Services (“Terms”) are a binding agreement between you (“You”, “Client”) and Atlas Technology Solutions, Inc. (“Atlas”), governing the AOR services delivered through the Atlas Platform.
Client-specific terms are set out in a separate Order Form. Capitalized terms have the meanings given below. Other capitalized terms are defined where they first appear.
PLEASE READ THESE TERMS CAREFULLY BEFORE COMPLETING AN ORDER FORM. BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, THE CLIENT AGREES TO BE BOUND BY THEM. ADDITIONALLY, THESE TERMS INCLUDE A LIMIT ON OUR LIABILITY, AND A MANDATORY ARBITRATION AND CLASS ACTION PROVISION. SEE “LIABILITY” AND “GENERAL” SECTIONS FOR DETAILS.
Capitalized terms not defined elsewhere have the meanings set out below.
Acceptance means your affirmative click-to-accept (or equivalent action) binding the Client to these Terms.
Affiliate of a Party means any legal entity that directly or indirectly controls, is controlled by, or is under common control with, such Party, where “control” means the power to direct or cause the direction of the management and policies of a person, whether through the ownership of securities, by contract or by any other means.
Applicable Law means all laws, regulations, rules and binding governmental requirements applicable to a party or to the Services, including labor, employment, tax, immigration, anti-money-laundering, sanctions, and data-protection laws.
Atlas Platform means the proprietary software platform and related applications operated by Atlas through which Services are delivered to Clients, ICs and Authorized Users, including the AOR module used as the primary interface for all Classification Assessment visibility, Payment Facilitation visibility and other services which may be included in the AOR module such as expense tracking. In the event of any conflict between these Terms and any Atlas Platform Terms of Service, these Terms shall prevail.
Authorized User means any individual designated by Client to access and use the Atlas Platform on Client’s behalf, for whose actions Client is responsible.
Classification Assessment means an advisory, informational, point-in-time risk assessment regarding the Client’s proposed engagement of an IC, as described in Sections 4.1 and Section 5. A Classification Assessment is advisory only and is not legal advice, a legal opinion, a warranty, a guarantee or a determination binding on any authority.
Client Data means all data, information, documents, and other materials submitted or made available by the Client (or anyone acting on the Client's behalf including any IC) to Atlas or Processor in connection with the Services.
Client Funding Account means the account held by the Processor or its regulated institutions in the name of, and funding directly by, the Client (and not by Atlas) for the purposes of funding payments to IC’s. Also referred to as a ‘For Benefit Only Account’ or FBO.
DPA means the Data Processing Agreement referenced in Section 14 as may be updated from time to time.
IC or Independent Contractor means a self-employed individual or entity that functions as an operational business (i.e., operating independently, bearing own financial risks, offering services), including the directors, officers, employees and workers of the IC, where applicable, that the Client identifies and engages directly. Atlas has no relationship with any IC, as set out in Section3.2
KYB means “Know-Your-Business” verification and KYC means “Know-Your-Customer” verification, in each case including sanctions, watchlist, and related compliance screening.
Order Form means an order form, statement of work or similar ordering document executed by the Client via the Atlas Platform that references these Terms and sets out Client-specific terms and fees, each of which is incorporated into and governed by these Terms.
Payment Facilitation means Atlas’ facilitation and instruction of payments to ICs through the Processor as described in Section 4.2 and Section 6. Payment Facilitation does not include holding, custody, control or transmission of funds by Atlas.
Payor means the Client, as the party legally and beneficially obligated to fund payment to each IC. Atlas is not the Payor and is not a principal in, or guarantor of, any payment obligation between the Client and any IC.
Processor or Payment Processor means an independent, licensed third party engaged to hold and move funds and to perform KYC on ICs, holding all requires money transmitter, foreign-exchange, e-money and/or equivalent licenses.
Services means collectively and exclusively the Classification Assessment services and the Payment Facilitation services.
Vendor Terms means the applicable terms, conditions, and use restrictions of any Processor that Atlas is required to pass through to, or impose on the Client and its Authorized Users, as made available or notified by Atlas from time to time.
Access and Functionality. On activation, Atlas grants the Client and Authorized Users access to the AOR module on the Atlas Platform with all applicable functionality.
Availability. Atlas will use reasonable endeavors to keep the AOR module available in accordance with its standard service levels. Atlas is not liable for unavailability caused by Processor platform or integration downtime, Processor’s suspension of Payment Facilitation, Processor’s banking partner failures, or events outside of Atlas’ control. Planned maintenance will be notified in advance where practicable. If the integration is temporarily unavailable, Atlas will work to restore it promptly and notify affected Clients.
Acceptable Use. The Client and Authorized Users must use the Atlas Platform only for its intended purpose and in accordance with these Terms and the Atlas Platform Terms of Service. The Client must not attempt to reverse-engineer the integration or access to Processor’s systems other than through the Atlas Platform.
Independent Parties. Atlas and the Client are independent contracting parties. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary or employment relationship between them, and neither party has authority to bind the other or to act on the other’s behalf.
No Relationship with IC. Atlas has no employment, co-employment, joint-employment, agency or contractual relationship of any kind with any IC, or any of their directors, officers, workers and/or employees. Without limiting the foregoing: (a) Atlas does not employ, engage, supervise, direct, or control any IC; (b) the relationship with each IC, including engagement, legal classification, supervision, payment terms and termination, belongs entirely to the Client; and (c) Atlas is not a party to, and has no obligations under, any contract between the Client and an IC, and where Atlas makes template agreements available through the Atlas Platform, facilitates electronic execution, or stores executed agreements, it does so solely as a technology platform, not as a contracting party, legal advisor, or document custodian responsible for the content or enforceability of any such agreement. The Client is solely responsible for the terms of its IC engagements and for ensuring each agreement accurately reflects the true nature of the relationship. The Client is the principal that decides whether and how to engage ICs. As between the Client and Atlas, the Client is solely responsible for the IC relationship and for compliance with all Applicable Law governing it.
No Legal Advice; No Attorney-Client Relationship. Atlas is not a law firm and does not practice law. Nothing in the Services or these Terms create an attorney -client relationship between Atlas and the Client or any other person. No information, assessment, template or communication provided by Atlas is legal advice or may be relied upon as such. The Client is solely responsible for obtaining its own independent legal, tax and compliance advice regarding its engagement, classification, tax, employment and payment decisions and outcomes.
Classification Assessment. Atlas shall provide classification support to Client, including conducting classification assessments based on information provided by Client. Client acknowledges and agrees that: (i) classification determinations depend on facts and circumstances specific to each engagement and may vary by jurisdiction; (ii) Client is responsible for providing accurate and complete information about each engagement to enable Atlas to conduct classification assessments; (iii) classification assessments provided by Atlas are advisory in nature and do not guarantee that any particular classification will be accepted by any regulatory authority; (iv) Client retains ultimate responsibility for the legal classification of ICs and for compliance with all applicable laws; and (v) Client shall indemnify and hold harmless Atlas from and against any claims, losses, or liabilities arising from or relating to the classification of any IC.
Payment Facilitation. Atlas shall process payments to ICs in accordance with the applicable Order Forms and Client’s instructions. Client acknowledges and agrees that: (i) Client is responsible for ensuring that sufficient funds are available for all payments to ICs; (ii) Atlas shall not be liable for any late payment, non-payment, or underpayment resulting from Client’s failure to provide timely instructions or sufficient funds; and (iii) Atlas may withhold taxes or make other deductions from payments to ICs if required by applicable law.
Nature and Limitations. Each Classification Assessment is an advisory, informational, point-in-time risk assessment intended solely to inform the Client’s own engagement decision. It is not legal advice, not a legal opinion, not a warranty or guarantee, and not a binding determination that binds the Client, any IC, Atlas, or any authority. A Classification Assessment speaks only as of its date and reflects Atlas’ understanding of Applicable Law and the supplied facts at that time. Law and circumstances change; Atlas has no obligation to update a Classification Assessment.
Methodology and Basis. Classification methodology varies by jurisdiction. The output of a Classification Assessment is an informational risk assessment, and Atlas’ disclaimers and limitations apply equally regardless of methodology. Each Classification Assessment is based exclusively on the facts, documents, and information supplied by the Client or by the IC on the Client’s behalf. Atlas does not independently verify Client Data and is entitled to rely on it as accurate and complete. A Classification Assessment may be wrong, incomplete, or superseded if the underlying facts are inaccurate, incomplete, or change.
Facilitation; Atlas is not a Money Transmitter/MSB. Atlas provides Payment Facilitation only: it facilitates and instructs payments to ICs. All funds are held and moved exclusively by the licensed Processor. Atlas never takes title to, custody of, or control over any Client or IC funds. Atlas is not and does not act as a bank, money transmitter, money services business, e-money institution, payment institution or other regulated financial entity, and does not require any such licenses for the Services. Atlas’ role is limited to instructing the Processor in accordance with the Client’s authorized instructions.
Processor Relationship and Licensing. The Processor is an independent third party that holds all required money-transmitter, FX, e-money, and/or equivalent licenses. Atlas relies on the Processor’s licensing and compliance and does not independently guarantee them. The Client must separately review and accept the Processor’s own terms of service as a condition of using Payment Facilitation. Atlas is not a party to, and makes no representation or warranty regarding, such terms. The Processor’s terms govern the holding and movement of funds, and the Client’s relationship with the Processor. Atlas is not responsible or liable for the acts, omissions, errors, delays, holds, rejections, insolvency, security incidents, or compliance decisions of the Processor, or for any loss of funds occurring at or through the Processor. The Client’s recourse for any such matter is against the Processor under the Processor’s terms.
KYC on ICs. As a condition of any payment, the Processor performs KYC on ICs supplied by the Client. Atlas does not control, and is not responsible for, the Processor’s verification decisions. The Processor may decline, delay, or reverse a payment for verification, sanctions, or compliance reasons and Atlas is not liable for any such action.
Authorized Instructions. Atlas is entitled to act on payment instructions it reasonably believes to be authorized by the Client. The Client is responsible for the accuracy of all payment instructions and IC payment details it provides.
Direct Funding. As a condition of Payment Facilitation, the Client will fund payments to its ICs by transferring funds directly to the Client Funding Account held by the Processor or its regulated institutions in the Client’s name. All funds flow directly from the Client (or the Client Funding Account) to the Processor, and from the Processor directly to the IC. Atlas is not a principal in, or guarantor of any payment obligation owed by the Client to any IC and at no point will any funds intended for an IC be paid to, deposited with, transferred through, held by, or come into the possession, custody or control of Atlas or any account in Atlas’ name.
No Atlas Funding Liability; Shortfalls. Atlas has no obligation to fund, advance, or guarantee the Client Funding Account or any payment to an IC and no liability for the Client’s funding of, or failure to fund, that account. If any payment is processed despite insufficient available funds, the Client is solely liable to the Processor for the shortfall, together with any related fees and costs, and will hold Atlas harmless from it. The Client will reasonably cooperate with Atlas and the Processor in identifying and resolving any funding shortfall.
Accuracy of Payment Information; Notice of Errors. The Client (and where applicable its ICs) is responsible for providing accurate and complete payment information and Atlas’ role is limited to transmitting the Client’s instructions to the Processor using reasonable care. The Client will review payment activity and notify Atlas and the Processor of any unauthorized, incorrect or unexecuted payment promptly upon becoming aware, and in any event no later than thirty (30) days after the relevant payment date; neither Atlas nor the Processor is liable for any payment error not notified within that period. The Client will indemnify Atlas for any Losses Atlas incurs to the Processor arising from inaccurate or incomplete payment information supplied by the Client or an IC.
Taxes, FX, and Other Charges. The Client is responsible for all withholding taxes, bank charges, declined payment amounts, and any Processor right of deduction or set-off applied in connection with Payment Facilitation, in each case as provided in the Processor’s terms. Foreign exchange spreads, foreign transaction fees and other currency conversion costs arising from the conversion of a payment into the IC’s chosen payout currency or destination account currency are solely the IC responsibility and will be deducted from or applied against the amount received by the IC. Atlas is not responsible for any such taxes, fees, charges or costs. The Client’s funding obligation is satisfied upon transfer of the instructed amount in the payment currency to the Client Funding Account, regardless of the net amount ultimately received by the IC after currency conversion.
Use of Payment Facilitation. The Client will use Payment Facilitation and the Processor’s services solely for payments to its own ICs and will not resell, sublicense, or otherwise make those services available to any third party. The Processor may limit, suspend, or discontinue support for any country, currency, or payment corridor; Atlas is not liable for any resulting delay or unavailability, and the Client is responsible for alternative payment arrangement for affected ICs.
KYB on Client. As a condition of onboarding and of continued access to the Services, the Client must complete and remain in good standing under Atlas’ KYB process and must promptly provide any information or documentation Atlas reasonably requests for verification, sanctions or compliance purposes. Atlas will share Client KYB information and documentation collected under this Section with Processor, and where applicable, with the Processor’s banking partners, to the extent required to satisfy those parties’ own customer due diligence, Anti Money Laundry (AML), sanction screening and regulatory onboarding obligations. The Client authorizes Atlas to make such disclosures and acknowledges that the Processor’s (and its banking partners’) onboarding, continued access, and payment-processing decisions may be made independently of Atlas’ own KYB determination. Atlas does not control, and is not responsible for, any decision by the Processor or its banking partners to decline, delay, restrict or terminate access based on their review of Client KYB information.
Suspension and Decline Rights. Atlas may, in its sole discretion and without liability, decline to onboard, suspend, restrict, or terminate the Services, in whole or in part, where Atlas determines or reasonably suspects that: (a) KYB or KYC requirements are not and cannot be satisfied; (b) the Client, an IC or a transaction is subject to sanctions, watchlist or other prohibited-party concerns; (c) continued provision of the Services would or may violate Applicable Law or Atlas’ compliance policies; or (d) the Client has breached these Terms or provided inaccurate or incomplete Client Data.
Effect. Suspension or decline under this Section 7.2 is not a breach by Atlas and does not entitle the Client to any refund except as required by non-waivable Applicable Law.
By executing an Order Form submission via the Atlas Platform the Client represents and warrants, on a continuing basis that:
Accurate Information. All Client Data and IC information it provides is and will be accurate, complete, current, and not misleading. For the avoidance of doubt, this applies to all information the Client or any IC provides to Atlas or the Processor and neither the Client nor any IC will provide false or misleading information to any such party.
Authority to Engage and Instruct. It has full legal authority to engage each IC and to instruct payments to each IC, and the engagement is genuine and not a sham or evasion device.
Compliance with Laws. The Client shall ensure that it complies and will comply with all Applicable Law relating to its engagement of ICs and use of the Services, including: local labor; employment; IC classification; tax; withholding; immigration; EU/national anti-money laundering and counter-terrorist financing laws; financial sanctions; and data-protection laws.
Ownership of the IC relationship. Client (and not Atlas) owns and is solely responsible for the IC relationship and the contract between it and each IC, and Atlas is not a party to and has no obligations under that contract.
Decisions are its Own. It makes its own engagement, classification, tax, and payment decisions, exercising independent judgment, and does not rely on Atlas for legal advice.
Authority to Bind. The individual accepting these Terms is duly authorized to bind the Client entity, and the Client is duly organized and validly existing.
Lawful basis for IC Data. It has a valid lawful basis to share IC personal data with Atlas and the Processor for the purposes of the Services, and has provided all required notices and obtained all required consents from ICs.
No Prohibited Use. It will not use the Services for any unlawful, fraudulent, sanctioned, or prohibited purpose, or to evade Applicable Law.
Retained Obligations of Client. Notwithstanding anything to the contrary in these Terms, Client retains full responsibility for:
determining its business needs and the scope of services to be performed by each IC;
selecting and approving ICs;
executing and maintaining jurisdiction-appropriate written agreements with each IC as required for legal compliance and will keep each engagement’s statement of work and role description current and accurate;
making all business decisions regarding the continuation, modification, or termination of any IC engagement; and
complying with all applicable laws with respect to its business operations and its relationship with ICs, except to the extent expressly delegated to Atlas under the Service.
Independent Contractor Independence and Benefits Disclaimer. Client shall ensure that the ICs operate independently, set their own work schedules, are responsible for their own taxes, insurance, and equipment, and are not entitled to employee benefits including but not limited to paid leave, health insurance, or retirement contributions. The Client will not prohibit an IC from working for others or hold out or treat an IC as an employee of the Client. Notwithstanding anything to the contrary in these Terms, Client shall not make direct payments to any IC relating to the Services described in Section 4.
Atlas represents, covenants, and warrants during the Term of this Agreement that: (i) the Services will perform substantially in accordance with the specifications set forth in this Terms and otherwise communicate to Client from time-to-time; (ii) Atlas will provide the Services in a diligent and professional manner in accordance with prevailing industry standards, and will perform its obligations under these Terms with a level of skill commensurate with the Servies to be provided; and (iii) Atlas will perform the Servies in accordance with applicable law. Atlas will ensure that any of its Affiliates and subcontractors who perform Services comply with such standards and will be responsible for their acts or omissions related to the Services or these Terms.
Client Indemnification. The Client shall defend, indemnify, and hold harmless Atlas and its affiliates, officers, directors, employees, agents, and subcontractors (collectively, “Atlas’ Indemnities”) from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of or relating to:
Client’s breach of these Terms, any Order Form, or of any representation, warranty or covenant in them;
Client’s gross negligence or willful misconduct;
Client’s or IC’s failure to provide accurate, valid and complete information and documentation to Atlas or the Processor;
any claim that an IC is or was misclassified, or is or was an employee, joint employee, or co-employee of the Client or Atlas, except for Covered Misclassification Losses to the extent expressly provided in Section 11.2;
the Client’s holding out or treatment of any IC as an employee or its exercise of employment-type control over any IC;
any claim by or on behalf of an IC for employment status, wages, benefits, entitlements, leave, severance or other worker protections;
any tax, withholding, social-contribution, or benefits liability relating to an IC or the Clients engagement of an IC;
any third-party claim arising out of the Client’s engagement of, payment to, or relationship with any IC;
the Client’s or any IC’s provision of payment;
any funding shortfall or the Client’s failure to fund payments to ICs;
acts or omissions of, or claims by, any IC or person employed by or working for or on behalf of Client;
non-compliance with Applicable Laws (including the laws of the jurisdiction where Services are being used, provided or made);
the Client’s or any IC’s use of the Services, or the Processor’s services in a manner not permitted by these Terms or the applicable Vendor Terms; or
Client’s business operations.
Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET OUT IN THIS AGREEMENT, ATLAS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
Financial Cap. Except in the event of (a) an IP Claim or (b) Atlas’ gross negligence or willful misconduct, Atlas’ (including its Affiliates’) entire aggregate liability arising from or related to the Services or otherwise under this Agreement will in no event exceed the lesser of (i) five hundred thousand dollars ($500,000) or (ii) the total Fees paid by Client in the immediately preceding twelve (12) months for the Services that are the subject of the claim (or where this Agreement has not been in effect for such period, then the annualized Fees). Notwithstanding the foregoing, in the event of misclassification, Atlas’ liability for Covered Misclassification Losses is limited to a maximum of up to $100,000 per IC, and up to $1,000,000 in the aggregate per Client over the entire Term, where that total represents any indemnities claimed by Client.
For purposes of the preceding paragraph, “Covered Misclassification Losses” means where a court or governmental authority determines (or a claim is settled with Atlas’ prior written consent) that an IC was misclassified as an independent contractor contrary to the applicable Classification Assessment (a) unpaid employer-side employment taxes, excluding the penalty and interest components of any assessment; (b) unpaid wages, including overtime and minimum-wage differentials, that the IC would have been owed as an employee, but excluding any liquidated, multiple, or double damages on those wages; and (c) reasonable, documented costs of reclassifying the IC as an employee.
Covered Misclassification Losses exclude, in each case whether arising by assessment, settlement, or judgement: (i) fines and penalties; (ii) interest; (iii) exemplary or punitive damages; (iv) attorneys’ fees and defense costs; and (v) any amount attributable to Client’s willful misconduct, failure to maintain records, provision of inaccurate or incomplete information, exercise of control over the IC, or failure to mitigate. Atlas’ liability for Covered Misclassification Losses is conditioned on (i) Client’s prompt written notice of the claim within twelve (12) months of the latest classification assessment (ii) no material change to the factors on which the original classification was based (including role scope, responsibilities, work location, or engagement terms), and (iii) Atlas’ right to participate in its defense and resolution. Atlas has no obligation to reimburse Covered Misclassification Losses for any claim more than twelve (12) months after the latest classification assessment, or arising from or affected by a material change under clause (ii).
Excluded Damages. IN NO EVENT IS EITHER PARTY LIABLE FOR (1) LOSS OF OR DAMAGE TO DATA; OR (2) REPUTATIONAL DAMAGES, LOST PROFITS, BUSINESS OR REVENUE, GOODWILL, DELAYS, OR ANTICIPATED SAVINGS, AND IN NO EVENT IS ATLAS LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES, IN EACH CASE EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
Specific Exclusions. Without limiting Sections 11.2 and 11.3, Atlas is not liable for: (a) misclassification or worker status determinations or their consequences, except for Covered Misclassification Losses to the extent expressly provided in Section 11.2; (b) the acts, omissions or claims of any IC; (c) the acts, omissions, delays, holds, rejections, or insolvency of the Processor; (d) any tax, withholding, benefit, or contribution liability of the Client or any IC; or (e) any consequences of the Client’s own decisions or inaccurate Client data.
Application. The provisions of this Section 11 apply to the disclaimers and to any and all Losses suffered or incurred by a Party, regardless of the basis on which a claim for Losses is made (including fundamental breach, failure of essential purpose, negligence, misrepresentation or other contract or tort claim), provided they are not intended to apply to any matters which cannot be limited or excluded under applicable law.
Fees. The Client will pay the fees for the Services as set out in the applicable Order Form and Invoice.
Taxes. Fees are exclusive of taxes. The Client is responsible for all applicable taxes, VAT, duties, and similar charges, other than taxes on Atlas’ net income.
Processor charges. Processor fees, and related charges may apply to Payment Facilitation as set out in Section 6 and are the Client’s responsibility.
Non-refundable. Except as required by non-waivable Applicable Laws, fees are non-refundable, except as expressly stated in the Order Form
Late amounts. Overdue amounts may accrue interest from the due date until paid in full, at the lesser of one percent (1%) per month or maximum rate permitted by applicable law and Atlas may suspend Services for non-payment under Section 13.3
Term. These Terms take effect upon Acceptance and continue until terminated in accordance with this Section 13.1. Upon termination Client shall pay Atlas for all services provided under these Terms through the effective date of termination.
Termination for Convenience. Either Party may terminate these Terms or any Order Form providing thirty (30) days advanced written notice to the other Party.
Termination or Suspension for Cause by Atlas. Atlas may suspend or terminate the Services immediately, in whole or in part, on written notice for: (a) Client’s non-verification or failure to satisfy KYB; (b) non-payment not cured within ten (10) business days of notice; (c) sanctions, watchlist or legal-risk concerns; (d) Client’s material breach not cured within thirty (30) days of notice (or immediately if the breach creates material, legal, regulatory, or reputational risk for Atlas); or (e) compliance with Applicable Law.
Termination for Breach. Either Party may terminate these Terms for the other Party’s material breach on thirty (30) days’ written notice if the breach is not cured within that period. Termination is immediate (and for clarity without a cure period) if the breaching Party: (a) becomes insolvent, is unable to pay its debts as they fall due; (b) has a liquidator, administrator, receiver, or similar officer appointed or (c) ceases to carry on business.
Effect of Termination. On termination, the Services shall be immediately terminated, and the Client shall pay all outstanding amounts due within ten (10) business days. For clarity, termination shall not affect any accrued rights, liabilities or obligations of either Party as at the date of termination. Any provisions of these Terms that expressly or by their nature are intended to extend beyond the termination of these Terms or any Service, including Sections 10 (Indemnification), 11 (Limitation of Liability), 12 (Fees; Payments), 14 (Data Protection) and 19 (General), continue in effect in accordance with their terms.
Data Protection Compliance. Both Parties comply with their respective obligations under all applicable data protection laws, regulations and directives including the EU General Data Protection Regulation 2016/679 (“GDPR”). The Client is a data controller for Authorized User data it processes for Services and expense management. Atlas is an independent data controller for data it processes as AOR. Processor process data as a data processor (and in some respects as an independent controller) under its DPA (available at Privacy Policy| Cadana) and acts as a processor on Atlas’ behalf. Personal data processed through the Atlas Platform module flows to Processor and or Third-Party Verification providers via the integration and may be transferred to the US. Such transfers shall be subject to appropriate safeguards under GDPR Chapter V (including standard contractual clauses, as applicable).
Client Responsibilities (for IC Data). The Client is responsible for establishing a lawful basis for sharing any IC data with Atlas and providing all required privacy notices to ICs regarding the sharing of the IC’s personal data with Atlas and the purposes it is shared with Atlas for (which may include without limitation contact information, identity documents, bank-account details, and tax identification) for KYC/KYB, classification, and payment purposes.
Data Incidents. Atlas will notify Client without undue delay of any personal data breach involving Services data on the Atlas Platform or integration, to the extent required by GDPR Article 33. The Client is responsible for its own downstream notification obligations.
Each Party retains sole responsibility for the maintenance and protection of its confidential information, trade secrets, and proprietary information (“Confidential Information”). Neither Party will use or disclose the other Party’s Confidential Information any more than is necessary to: (i) access the Atlas Platform; and (ii) enable Atlas to provide Services as agreed with Client. Each Party agrees to use the same care and discretion to avoid disclosure, publication, or dissemination of the other’s Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate, provided that it will use no less than reasonable care. The receiving Party may disclose, publish, disseminate, and use the other Party’s Confidential Information that is: (a) already in its possession without obligation of confidentiality; (b) developed independently of such Confidential Information; (c) obtained from a source other than the discloser without obligation of confidentiality; (d) publicly available when received, or subsequently becomes publicly available through no fault of the recipient; (e) disclosed by the other Party to another without obligation of confidentiality; (f) is required to be disclosed by law or a court order, provided the receiving Party provides prompt written notice of the requirement and cooperates with disclosing Party as reasonably necessary to limit or eliminate such requirement, if and to the extent permitted by the court or court order.
Atlas Intellectual Property. As between Atlas and Client, Atlas retains all right, title, and interest in and to: (i) the Atlas Platform, including all software, code, algorithms, user interfaces, APIs, documentation, and underlying technology; (ii) any classification methodologies, assessment tools, compliance frameworks, and analytical models used by Atlas in providing the Service; (iii) any aggregated, anonymized, or de-identified data derived from the provision of the Service; and (iv) all intellectual property rights therein, including patents, copyrights, trade secrets, trademarks, and know-how.
Client Intellectual Property. As between Atlas and Client, Client retains all right, title, and interest in and to: (i) any Client Agreements; (ii) all business data, information, and materials provided by Client to Atlas in connection with the Service (the “Client Data”); (iii) Client’s trademarks, logos, and brand assets; and (iv) all intellectual property rights therein.
License to Client. Subject to Client’s compliance with this Agreement and payment of all applicable fees, Atlas grants to Client a non-exclusive, non-transferable, non-sublicensable, revocable license during the Term of this Agreement to access and use the Atlas Platform solely for the purpose of receiving the Service. For the avoidance of doubt, Client may customize the templates for its specific engagements, but such customization does not transfer ownership of the underlying templates to Client.
License to Atlas. Client grants to Atlas a non-exclusive, worldwide, royalty-free license during the Term of this Agreement to: (i) access, use, store, and process Client Data solely for the purpose of providing the Service; (ii) use Client’s name and logo on Atlas’ website and marketing materials to identify Client as a customer of Atlas, subject to Client’s prior written consent (which shall not be unreasonably withheld); and (iii) use aggregated, anonymized data derived from Client Data for the purpose of improving Atlas’ services and developing new offerings, provided that such data does not identify Client or any individual.
Restrictions. Client shall not, and shall not permit any third party to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Atlas Platform; (ii) copy, modify, adapt, or create derivative works of the Atlas Platform; (iii) remove, alter, or obscure any copyright, trademark, or other proprietary notices on the Atlas Platform; (iv) use the Atlas Platform for any purpose other than receiving the Service; (v) resell, sublicense, distribute, or otherwise make the Atlas Platform available to any third party.
Feedback. Client may from time to time provide suggestions, comments, or other feedback regarding the Service or the Atlas Platform (collectively, “Feedback”). Client hereby assigns to Atlas all right, title, and interest in and to such Feedback, and Atlas shall be free to use, implement, and incorporate such Feedback into its products and services without any obligation to Client.
Required Coverage. During the Term and for a period of two (2) years following termination or expiration of these Terms, Client shall maintain, at its sole cost and expense, with insurers rated not less than A- VII by A.M. Best (or equivalent) the following coverages: (a) commercial general liability (inclusive of blanket collateral, personal property and personal injury liabilities) with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate (b) cyber liability/network security & privacy liability insurance with limits of not less than $5,000,000 per claim and in the aggregate, covering (without limitation) unauthorized access or disclosure of Payment Card Information and other Nonpublic Personal Information, network security failures, regulatory fines and penalties to the extent insurable, notification costs, credit monitoring costs, and PCI-DSS assessments, fines, and forensic audit costs arising from Client's acts or omissions (c) technology errors and omissions insurance with limits of not less than $3,000,000 per claim, covering financial loss arising from Client's use, integration, or resale of the Services; (d) fidelity/crime insurance, insurance, including coverage for employee theft, computer fraud, and funds transfer fraud, with limits of not less than $1,000,000 per occurrence; (e) errors & omissions/professional liability insurance (if Client provides financial advisory, lending, or money transmission services to end users) with limits of not less than $2,000,000 per claim; and (f) umbrella/excess liability insurance with limits of not less than $5,000,000, sitting excess of the coverages described above.
Additional insured; Primacy. Atlas, its officers, directors, and employees shall be named as additional insureds under the policies described in subsections 17.1(a) and 17.1(d) above. Such coverage shall be primary and non-contributory with respect to any insurance or self-insurance maintained by Atlas.
Evidence of Coverage. Upon execution of this Agreement, and thereafter upon each policy renewal or upon Atlas's written request, Client shall furnish Atlas with certificates of insurance (or, upon reasonable request, certified copies of the applicable policies) evidencing the coverage required herein.
Notice of Cancellation or Material Change. Client shall provide Atlas with not less than thirty (30) days' prior written notice (or ten (10) days in the case of non-payment of premium) of cancellation, non-renewal, or material reduction in any required coverage.
No limitation of Liability. The insurance requirements set forth in this Section are independent of, and shall not be construed to limit, cap, or otherwise affect, Client's indemnification obligations under Section 10 or its liability under this Agreement, whether or not such liability is covered by, or exceeds the limits of, the insurance maintained hereunder.
PCI-DSS Compliance. Nothing in this Section shall relieve Client of its independent obligation to comply with the Payment Card Industry Data Security Standard (PCI-DSS) and to maintain its own compliance certifications as required by applicable law.
Atlas may update these Terms at any time. Material changes will be noticed to Client at least 30 days prior to taking effect. Continued use of the Services after the notice period constitutes Acceptance. If the Client does not accept updated Terms, it may terminate the Services by notice before the change effective date.
Arbitration. The Parties will attempt in good faith to informally resolve or cure all disputes, disagreements or claims between the Parties. Any controversy or claim arising out of or relating to these Terms, or the breach thereof, will be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitration proceeding, mediation or other proceeding will be brought and maintained in the State of Delaware and be subject to the competent jurisdiction of the appropriate state or federal court sitting in the State of Delaware. Any arbitration shall be resolved within six (6) months of the filing of an arbitration demand, unless otherwise agreed. Attorneys’ fees for the prevailing Party shall be included in any arbitration award. Both Parties agree to the application of the laws of the State of Delaware to govern, interpret, and enforce all of Client’s and Atlas’s respective rights, duties, and obligations arising from, or relating to, the subject matter of these Terms, without regard to conflict of law principles. Each Party waives any right to a jury trial in any proceeding arising out of or related to the Services or these Terms.
You agree that any arbitration or proceeding shall be limited to the dispute between us and You individually, and (a) no arbitration or proceeding shall be joined with any other; (b) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures’ and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST ATLAS IN YOUR INDIVIDUAL CAPACITY AN NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Force Majeure. Neither Party will be liable to the other for any failure or delay in the performance of such Party’s obligations due to causes beyond its control, such as failure or delay caused, directly or indirectly, by fire, flood, earthquakes, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, pandemics, epidemics, communications line or power failures, or governmental laws, court orders, and regulations imposed after the effective date of the Client’s subscription (each, a “Force Majeure Event”). Delays in delivery or in meeting completion dates due to a Force Majeure Event will automatically result in extension of completion dates for a period equal to the duration of such events, plus an additional period that is reasonable under the circumstances.
Notices. Written communications, including notices to the receiving Party’s designated representative must be sent to the address (physical or e-mail) specified below. The Parties consent to the use of electronic means to send and receive communications in connection with their business relationship arising out of these Terms, and both Parties acknowledge and agree that such communications are acceptable as in writing. An identification code (called a “user ID”) contained in an electronic document is sufficient to verify the sender’s identity and the document’s authenticity.
Atlas: 300 South Wacker Drive, Ste 1680, Chicago, IL 60606 USA or email: support@atlashxm.com.
Client: the address and email address identified by the Client in the Atlas Platform.
No Third-Party Beneficiaries. No right or cause of action for any third-party (including Processor and IC) will be created by these Terms, nor is Atlas responsible for any third-party claims against Client except as expressly set forth herein.
Assignment. Neither Party may assign these Terms, in whole or in part, including by contract, operation of law or change of control, without the prior consent of the other Party, which will not be unreasonably withheld, except that Atlas may assign these Terms to an affiliate or to a successor to all or substantially all of its assets, on notice. These Terms bind the Parties and their respective permitted successors and assignees.
Severability. The invalidity or unenforceability of any one or more provisions of this Agreement will not affect the validity or enforceability of any other provision. If any provision of these Terms is held to be invalid or unenforceable, but would be valid and enforceable if appropriately modified, then such provision will apply with the modification necessary to make it valid and enforceable consistent with its objective.
Waiver. A waiver of a Party’s right or remedy under these Terms must be in writing and signed by such Party on each occasion. No delay or failure in exercising any right or remedy will be a waiver of that, or any other, right or remedy.
Governing Law. Each Party agrees to the application of the laws of the State of Delaware to govern, interpret, and enforce all its rights, duties, and obligations arising from or relating to the subject matter of these Terms, including the substantive and procedural law governing the interpretation, validity, and enforceability of the arbitration provision in Section 19.1 without regard to conflict of law principles
Entire Agreement. These Terms are the complete agreement between the Parties regarding its subject matter and replaces any prior verbal or written communications, understandings or agreements between them regarding the same or similar subject matter. Accordingly, neither Party is relying upon any representation that is not specified in these Terms. Except as otherwise provided in these Terms, changes to any Order Form will be made in writing and signed by both Parties.
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