Terms of Service

These Terms of Service (the "Terms") are a binding agreement between 403 Finance, Inc., a Delaware corporation with offices at 1111B S Governors Ave, Ste 92573, Dover, DE 19904, USA ("403 Finance," "we," "us," or "our"), and the organization that accesses or uses the Service (the "Customer," "you," or "your"). They govern your access to and use of Transmute, our hosted, usage-metered application programming interface for converting and normalizing financial messages between SWIFT MT and ISO 20022 formats, together with the related dashboard, documentation, and supporting services (collectively, the "Service").

Please read these Terms carefully. They allocate legal risk between you and us, limit our liability, and require you to make certain representations on behalf of your organization.

1. Agreement and Acceptance

(a) How you accept. You accept these Terms and form a binding contract with us when you do any of the following: click a button or check a box indicating acceptance; create an account; generate API Credentials; call the Service; or otherwise access or use the Service. If you do not agree to these Terms, you must not access or use the Service.

(b) Authority to bind. You accept these Terms on behalf of an organization. The individual who accepts these Terms represents and warrants that they are authorized to bind that organization to these Terms. If that individual lacks such authority, or if the organization does not agree to these Terms, neither the individual nor the organization may access or use the Service. References in these Terms to "you" and "your" mean the organization and, where the context requires, the individuals who access the Service on the organization's behalf.

(c) Related documents. These Terms incorporate several other documents by reference, including the Data Processing Addendum, the Acceptable Use Policy, and the Support and Availability Policy, each as defined below. Together with any applicable Order, those documents and these Terms form the entire agreement between the parties for the hosted Service. If they conflict, the order of precedence in Section 21 applies.

2. Definitions

Capitalized terms have the meanings given below or where first defined in these Terms.

(a) "Service" means Transmute — our hosted SWIFT MT and ISO 20022 message conversion, normalization, and validation application programming interface, together with the associated customer dashboard, and any related tools, features, and updates we make available to you as a hosted offering.

(b) "Message Content" means the financial messages, files, data, and other content that you or your authorized users submit to the Service for conversion, normalization, or validation, in any format.

(c) "Output" means the converted, normalized, or validated messages, files, warnings, validation results, and other data that the Service returns to you in response to your submission of Message Content.

(d) "Usage Metadata" means the operational and metering records the Service generates about your use of it — including message type, message size, processing duration, request timestamp, response status, warning counts, and the other counts we use for metering and billing — but excluding Message Content and Output.

(e) "Order" means a plan selection made through the Service or the pricing page, or a mutually executed order form, that identifies the Plan, term, and commercial terms applicable to your subscription.

(f) "Plan" means the tier of Service you select — for example, the Free tier or a paid tier — with the included volumes, rate limits, features, and price described on our pricing page and in our Documentation.

(g) "DPA" means the Data Processing Addendum that governs our processing of personal data contained in Message Content on your behalf, as described in Section 10 and incorporated into these Terms.

(h) "AUP" means the Acceptable Use Policy that governs permitted and prohibited uses of the Service, as described in Section 11 and incorporated into these Terms.

(i) "Support Policy" means the Support and Availability Policy that describes our support channels, response targets, and operational availability target, as referenced in Section 14.

(j) "Documentation" means the technical and usage documentation for the Service that we make generally available, including our API reference and developer guides, as updated from time to time.

(k) "Customer" means the organization that has accepted these Terms and on whose behalf the Service is accessed, as further described in Section 3.

(l) "API Credentials" means the API keys, OAuth client secrets, session tokens, and other authentication credentials issued to you or generated by you for access to the Service.

3. Business Use Only (Eligibility)

(a) Business representation. The Service is offered solely for business use. By accepting these Terms, you represent and warrant that: (i) you are acting in the course of a trade, business, craft, or profession, and not as a consumer; (ii) you are accessing the Service on behalf of an organization that you are authorized to bind; and (iii) each individual who accesses the Service on your behalf is at least eighteen (18) years of age.

(b) No consumer relationship. The Service is not directed to consumers, and we do not knowingly offer it to individuals acting for personal, family, or household purposes. You must not use the Service for any consumer purpose.

(c) No verification duty. We have no obligation to verify your business status, authority, age, or eligibility, and we may rely on the representations in this Section without independent inquiry. Your representations are a condition of your right to use the Service.

(d) Mandatory consumer law savings clause. Nothing in these Terms excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by law that cannot lawfully be excluded, restricted, or modified. To the extent any such non-waivable consumer or other protection applies to you despite the business-use nature of the Service, these Terms apply to you only to the extent permitted by that law.

4. Accounts and API Credentials

(a) Account registration. To use the Service, you must register an account. We use passwordless, email-based authentication: you sign in through a single-use link or code sent to the email address associated with your account. You are responsible for maintaining a valid and secure email address and for the security of any inbox that can receive those links or codes.

(b) API Credentials are shown once. When you generate an API key or other secret credential, the Service displays the full secret value only once, at the time of creation, and thereafter stores only a hashed representation. You are responsible for capturing and securely storing your API Credentials at that time. We cannot recover a lost secret; if you lose one, you must generate a replacement and rotate it in your systems.

(c) Custody and responsibility. You are responsible for maintaining the confidentiality of your API Credentials and for all activity that occurs under your account and API Credentials, whether or not you authorized that activity. You must restrict access to your API Credentials to authorized personnel and systems and must not share them except as reasonably necessary to operate your integration.

(d) Compromise notice. You must notify us promptly at security@403fin.io if you know or reasonably suspect that any API Credential has been lost, disclosed, or otherwise compromised, or that any unauthorized access to your account has occurred. You should also rotate the affected credential without delay.

(e) Revocation for security risk. We may suspend, revoke, or require the rotation of any API Credential, or restrict access to your account, where we reasonably believe it is necessary to protect the Service, other customers, or third parties from a security risk, or to comply with law. We will use reasonable efforts to notify you where we may lawfully and practicably do so.

5. The Service; Plans, Quotas, and Metering

(a) Plan ladder. We offer the Service through a ladder of Plans, beginning with a no-cost Free tier and progressing through paid tiers with increasing included volumes, higher rate limits, and additional features. The features, included volumes, and prices for each Plan are described on our pricing page, which is the authoritative source of current pricing. We do not state prices in these Terms. By selecting a Plan, you agree to the price and terms shown for that Plan at the time of your Order.

(b) Free tier. The Free tier permits up to one thousand (1,000) live conversions per calendar month. This is a hard limit: once you reach it, further live conversion requests are declined for the remainder of that month, and service resumes at the start of the next month. The Free tier does not include metered overage.

(c) Test pool. Each account has access to a one-time pool of two hundred fifty (250) test conversion requests over the life of the account. This test pool is separate from your monthly live quota, is available on all Plans, and does not reset or replenish once exhausted. Test requests are drawn only from this lifetime pool and never from your monthly live quota.

(d) Metered overage on paid Plans. Each paid Plan includes a stated volume of conversions. Usage above the included volume is billed as metered overage at the rate shown on our pricing page. Paid Plans do not impose a hard stop on usage unless you enable a self-serve spend cap. If you enable a spend cap, we will decline further billable requests once the cap is reached for the applicable period. You are responsible for configuring a spend cap if you wish to limit overage.

(e) Rate limits. Each Plan is subject to rate limits, expressed as requests per second and burst allowances. Rate limits are enforced as a per-tenant aggregate across all of your API Credentials and OAuth clients, with per-principal fairness controls. You may not circumvent your Plan's rate limits by distributing traffic across multiple keys, clients, or accounts. Requests that exceed your rate limit are declined and may be retried.

(f) Metering records are the system of record. We generate metering records (our usage event records) that count your billable use of the Service. Those records are the system of record for quotas, rate limiting, and billing, and are conclusive absent manifest error. A conversion request that the Service accepts and processes is billable even if the conversion produces warnings or is not successful, as further described in Section 6.

(g) Changes to Plans and limits. We may add, modify, or retire Plans, features, included volumes, and limits from time to time. Material adverse changes are subject to the notice provisions in Section 19.

(h) Self-hosted and Enterprise deployments. These Terms govern only the hosted SaaS Service. If you obtain a self-hosted, on-premises, or enterprise deployment of the software, that deployment is governed exclusively by a separately executed enterprise agreement or end-user license agreement, and not by these Terms. Where a separately executed enterprise agreement or order form applies to your hosted use, it controls to the extent of any conflict, as set out in Section 21.

6. Fees, Billing, and Taxes

(a) Fees. You agree to pay the fees for the Plan and any overage described on our pricing page and in your Order. Fees for paid Plans are billed in advance for the subscription period, and metered overage is billed in arrears based on our metering records. All fees are stated and payable in United States dollars (USD), euros (EUR), or pounds sterling (GBP), as offered for your Plan and selected at checkout.

(b) Payment processor. We use Stripe, Inc. to process payments. Your provision of payment details and your payment are subject to Stripe's applicable terms in addition to these Terms. We do not receive or store your full payment card or bank account numbers; that information is handled by Stripe.

(c) Taxes. All fees are exclusive of taxes. You are responsible for all sales, use, value-added, goods-and-services, withholding, and similar taxes and duties imposed on the transaction, excluding taxes based on our net income. Where applicable, taxes are calculated and collected through Stripe Tax and added to your invoice. If you are exempt from a tax, you must provide valid documentation of your exemption.

(d) Direct-debit mandates. For certain Plans and currencies, we support payment by direct debit — including ACH debit (USD), SEPA Direct Debit (EUR), and Bacs Direct Debit (GBP). By providing a bank account and authorizing a direct-debit mandate, you authorize us and Stripe to debit that account for the fees due. Direct-debit payments may settle several business days after they are initiated. The Scale tier is available on a direct-debit basis only and does not support card payment.

(e) Failed payments; retries and suspension. If a payment fails or is not honored, we (through Stripe) may retry the charge according to our then-current retry schedule. If payment remains unsuccessful after our retry attempts, we may suspend your access to paid features and to the Service. We may restore access upon successful payment.

(f) Past-due amounts. Amounts not paid when due are past due. Past-due amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by applicable law, and you are responsible for reasonable costs of collection. We may condition continued or restored access on payment of past-due amounts.

7. No Refunds; Plan Changes

(a) No refunds. Except as expressly stated in this Section, all fees are non-refundable, and we do not provide refunds or credits for partial subscription periods, unused allowances, or reductions in usage. We provide refunds only in the following three cases: (i) where a refund is required by applicable law; (ii) where you terminate your subscription before a material adverse change to these Terms takes effect, in which case we will refund the pro-rata portion of any prepaid fees for the unused remainder of your then-current subscription period, as described in Section 19; and (iii) where the DPA provides for termination and a refund following your objection to a new sub-processor.

(b) Upgrades. If you upgrade to a higher Plan, the upgrade takes effect immediately, and we bill the applicable charge for the upgrade, with any difference prorated as shown at checkout.

(c) Downgrades. If you downgrade to a lower Plan, the downgrade takes effect at the end of your then-current subscription period. You retain your current Plan's features and included volume until then. Downgrades do not entitle you to a refund.

(d) No rollover. Included conversion volume and any other allowances are provided on a per-period basis and do not roll over. Unused allowance in one period is forfeited and is not carried forward, credited, or refunded.

8. Service-Specific Disclaimers

You acknowledge and agree to the following, which are fundamental to how the Service works and to the allocation of responsibility between the parties. These disclaimers apply notwithstanding anything else in these Terms.

(a) Not a payment processor. The Service converts and normalizes message formats. It is not a payment processor, money transmitter, or financial institution. We do not hold, settle, transmit, clear, or otherwise move funds, and nothing we provide effects a payment.

(b) Not connected to the SWIFT network. The Service is not connected to, and does not send or receive messages over, the SWIFT network or any payment network or scheme. It converts message formats only. Output is returned to you, and you are solely responsible for any onward transmission, submission, or use of Output.

(c) "As-converted" basis; no guarantee of losslessness. Conversion is provided on an "as-converted" basis. We do not guarantee that a conversion is lossless or that all information in the input is fully represented in the Output. The Service emits warnings to flag conversion behavior that may require attention. You must review the Output, including all warnings, before any operational, downstream, or production use.

(d) Validation is informational. Where the Service validates a message, a successful validation result is informational only. It does not guarantee that any bank, financial institution, network, scheme, or counterparty will accept the message, and it does not constitute a determination that the message is fit for any particular purpose. Behavior may change as annual SWIFT Standards Releases and related specifications are updated.

(e) SWIFT trademark; no affiliation. "SWIFT" is a trademark of S.W.I.F.T. SCRL. We use it only nominatively, to describe the message formats the Service converts. 403 Finance is not affiliated with, endorsed by, sponsored by, or certified by S.W.I.F.T. SCRL, and nothing in the Service implies any such relationship.

9. Message Content; License; Customer Responsibilities

(a) You retain your rights. As between the parties, you retain all right, title, and interest in and to your Message Content. Except for the limited license in this Section, we acquire no rights in your Message Content.

(b) License to process. You grant us a limited, non-exclusive, worldwide license to host, process, transmit, convert, normalize, validate, and display your Message Content and to generate Output, in each case solely as necessary to provide the Service to you and to comply with your instructions and applicable law. Consistent with the Service's stateless architecture, this license is request-scoped: we process Message Content in memory to serve your request and do not persist or log message bodies, except for exactly two purposes — (i) a short-lived idempotency response cache, keyed by a hash of the request body (raw bodies are never stored), with a twenty-four (24) hour maximum time-to-live; and (ii) an asynchronous batch job store, in which inputs and results are stored only as encrypted ciphertext, inputs are purged on completion of the batch item, and results are retained for a default of one hour and no longer than a customer-configurable maximum of twenty-four (24) hours, with purge available on demand.

(c) Your warranties regarding Message Content. You represent and warrant that, for all Message Content you submit: (i) you have all rights, consents, and permissions necessary to submit it to the Service and to have us process it as described in these Terms and the DPA; (ii) you have a lawful basis for all processing, including for any personal data of third parties (such as names, account identifiers, and addresses) contained in the Message Content; and (iii) your submission and our processing of it do not violate any law or the rights of any person.

(d) Your responsibility for use. You are responsible for your Message Content, for your configuration and use of the Service, and for your review and use of Output. You must not rely on the Service as your sole control over the correctness, completeness, or acceptability of any financial message.

10. Data Protection

(a) Roles. With respect to personal data contained in Message Content, you act as the controller (or equivalent) and we act as your processor (or equivalent). We process such personal data only to provide the Service and on your documented instructions, as set out in the DPA.

(b) DPA incorporated. The DPA is incorporated into and forms part of these Terms and is binding on all customers, without the need for a separate signature. The DPA governs our respective obligations regarding personal data, including security measures, sub-processing, assistance, breach notification, and international transfers, and includes the applicable standard contractual clauses and the UK and Swiss addenda.

(c) Countersignable copy. If your procurement process requires a signed data processing agreement, you may request a countersignable execution copy of the DPA by emailing legal@403fin.io. The incorporated DPA governs whether or not a separate copy is signed.

(d) Sub-processors. Our list of sub-processors is incorporated into and maintained under the DPA. Changes to the sub-processor list, and your right to object to a new sub-processor, are governed by the DPA.

11. Acceptable Use

(a) AUP incorporated. Your use of the Service is subject to the AUP, which is incorporated into these Terms. The AUP describes prohibited uses of the Service, including uses that are unlawful, abusive, infringing, or that threaten the security or integrity of the Service or others, including any security testing or probing of the Service, except as expressly permitted by our Vulnerability Disclosure Policy.

(b) Enforcement. If you violate the AUP, we may suspend or restrict your access to the Service. Where practicable, we will apply enforcement in a graduated manner and give you an opportunity to cure. We may suspend or restrict access immediately, and without prior notice, where we reasonably believe there is a security, legal, sanctions, or abuse risk that requires immediate action to protect the Service, other customers, or third parties.

12. Intellectual Property; Feedback; Trademarks

(a) Ownership of the Service. We and our licensors own all right, title, and interest in and to the Service, including all software, documentation, and other materials we provide, and all intellectual property rights in them. Except for the limited rights expressly granted in these Terms, no rights are transferred to you, and all rights not expressly granted are reserved.

(b) License to you. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service and the Documentation during the term for your internal business purposes.

(c) Restrictions. You must not, and must not permit any third party to: (i) copy, modify, or create derivative works of the Service except as expressly permitted; (ii) reverse engineer, decompile, or disassemble the Service, or attempt to derive its source code, except to the extent that restriction is prohibited by law; (iii) resell, sublicense, or provide the Service to third parties except as expressly permitted; (iv) remove or obscure any proprietary notice; or (v) use the Service to build a competing product or benchmark it for that purpose.

(d) Feedback. If you provide us with suggestions, ideas, or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback into our products and services, without restriction or obligation to you.

(e) Trademarks. "Transmute" and "403 Finance" are our marks. "SWIFT" is a trademark of S.W.I.F.T. SCRL, used by us only nominatively to describe the message formats the Service converts; 403 Finance is not affiliated with, endorsed by, or certified by S.W.I.F.T. SCRL. You are granted no right to use our marks or the marks of any third party without prior written consent, except that you may make truthful, nominative references to the Service.

13. Confidentiality

(a) Confidential Information. "Confidential Information" means non-public information disclosed by one party (the "disclosing party") to the other (the "receiving party") that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Our Confidential Information includes your API Credentials and any non-public pricing, and the non-public features and performance of the Service. Message Content and personal data are governed by Sections 9 and 10 and the DPA rather than by this Section.

(b) Obligations. The receiving party must: (i) use the disclosing party's Confidential Information only to exercise its rights and perform its obligations under these Terms; (ii) protect it using at least the same degree of care it uses for its own confidential information of similar nature, and no less than reasonable care; and (iii) not disclose it to any third party except to its personnel, affiliates, and advisors who need to know it and are bound by confidentiality obligations at least as protective as these.

(c) Exclusions. Confidential Information does not include information that the receiving party can show: (i) is or becomes public through no fault of the receiving party; (ii) was known to it without a duty of confidentiality before disclosure; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information.

(d) Compelled disclosure. The receiving party may disclose Confidential Information to the extent required by law or legal process, provided that, where legally permitted, it gives the disclosing party prompt notice and reasonable cooperation so the disclosing party may seek a protective order or other relief, and it discloses only the portion of Confidential Information legally required.

14. Warranties; Disclaimer

(a) Limited warranty. We warrant that, during the term, the Service will operate materially in accordance with the Documentation. Your exclusive remedy, and our sole obligation, for breach of this warranty is for us to use commercially reasonable efforts to correct the non-conformity; if we cannot do so within a reasonable time, you may terminate the affected subscription and receive a refund of the pro-rata portion of any prepaid fees for the unused remainder of the then-current subscription period.

(b) Availability target is not a warranty. Any operational availability or uptime figure stated in the Support Policy or elsewhere is a target only. It is not a warranty, guarantee, or service-level agreement, and it does not entitle you to service credits. A credit-bearing service-level agreement is available only under a separately negotiated enterprise agreement.

(c) Disclaimer. Except for the limited warranty in Section 14(a), the Service, Output, Documentation, and all related materials are provided "AS IS" and "AS AVAILABLE." To the maximum extent permitted by law, we disclaim all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted or error-free, that conversions will be lossless, or that Output will be accepted by any bank, network, scheme, or counterparty.

(d) No advice. The Service and its Output do not constitute legal, regulatory, compliance, financial, tax, accounting, or investment advice. You are responsible for determining whether the Service and its Output are suitable for your intended use and for obtaining your own professional advice.

15. Customer Indemnity

You will defend, indemnify, and hold harmless 403 Finance and its officers, directors, employees, and agents from and against any third-party claim, and any resulting losses, damages, liabilities, costs, and reasonable attorneys' fees, arising out of or relating to: (a) your Message Content, including any claim that it, or our processing of it as instructed by you, infringes or misappropriates any right or violates any law; (b) your breach of the representations and warranties in Section 9; (c) your violation of the AUP; and (d) your use of, or reliance on, Output, including any onward transmission, submission, or downstream use of Output. We will promptly notify you of the claim, give you reasonable control of the defense and settlement (provided that any settlement that imposes a non-monetary obligation on us or admits fault requires our prior written consent), and provide reasonable cooperation at your expense.

16. 403 Finance IP Indemnity

(a) Our indemnity. We will defend you against any third-party claim alleging that the unmodified Service, as provided by us and used by you in accordance with these Terms, infringes that third party's patent, copyright, or trademark, or misappropriates its trade secret, and we will pay the damages and reasonable attorneys' fees finally awarded against you, or agreed by us in settlement, for such a claim.

(b) Exclusions. We have no obligation under this Section for any claim to the extent it arises from: (i) the combination of the Service with products, services, data, or processes not provided by us, where the claim would not have arisen but for the combination; (ii) any modification of the Service not made or authorized by us; (iii) your Message Content or other data; or (iv) your continued use of an allegedly infringing version of the Service after we have made available a non-infringing modification or replacement.

(c) Remedies. If the Service is, or in our reasonable opinion is likely to become, the subject of an infringement claim, we may, at our option and expense: (i) modify the Service so that it is non-infringing while retaining materially equivalent functionality; (ii) procure the right for you to continue using the Service; or (iii) if neither of the foregoing is commercially reasonable, terminate the affected subscription and refund the pro-rata portion of any prepaid fees for the unused remainder of the then-current subscription period.

(d) Sole remedy; cap. This Section states our entire liability, and your sole and exclusive remedy, for any claim that the Service infringes or misappropriates any third-party intellectual property right. Our obligations under this Section are subject to the limitation of liability in Section 17.

17. Limitation of Liability

(a) Exclusion of indirect damages. To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, or anticipated savings, or for any loss or corruption of data, in each case arising out of or relating to these Terms or the Service, even if the party has been advised of the possibility of such damages and even if a limited remedy fails of its essential purpose.

(b) Cap on liability. To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to these Terms and the Service, whether in contract, tort (including negligence), strict liability, or otherwise, will not exceed the greater of (i) the total fees paid by you to us for the Service during the twelve (12) months immediately preceding the event giving rise to the liability, or (ii) one hundred United States dollars (US$100).

(c) Carve-outs. The cap in Section 17(b) and the exclusion of indirect damages in Section 17(a) do not apply to: (i) your payment obligations under Section 6; and (ii) your indemnification obligations under Section 15. All other liability of either party — expressly including our indemnification obligations under Section 16 and any liability arising out of or relating to the DPA — remains subject to the exclusion in Section 17(a) and the cap in Section 17(b).

(d) Application. The limitations and exclusions in this Section apply to the maximum extent permitted by law and reflect the allocation of risk between the parties. Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited.

18. Term; Suspension; Termination

(a) Term. These Terms take effect when you accept them and continue for as long as you maintain an account or use the Service, unless terminated earlier as provided below. Each paid subscription continues for the period stated in your Order and, unless you cancel or downgrade, renews for successive periods of the same length.

(b) Suspension. We may suspend your access to the Service, in whole or in part, where: (i) payment is past due after our retry attempts; (ii) you violate the AUP or these Terms; (iii) there is a security, sanctions, or legal risk; or (iv) suspension is required to comply with law or a governmental order. We will limit the scope and duration of any suspension to what is reasonably necessary and will restore access when the cause is resolved.

(c) Termination for cause. Either party may terminate these Terms and any affected subscription for cause if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice of it. We may terminate immediately for your breach of the AUP, of Section 20 (export and sanctions), or for repeated or willful breaches.

(d) Termination for convenience. You may terminate these Terms at any time by canceling your subscription and ceasing use of the Service; cancellation takes effect at the end of your then-current subscription period, and no refund is due except as provided in Section 7. We may terminate these Terms or discontinue the Service for convenience on thirty (30) days' notice; if we do so other than for cause, we will refund the pro-rata portion of any prepaid fees for the unused remainder of your then-current subscription period.

(e) Effect of termination. On termination or expiration: (i) your right to access the Service ends and your API Credentials are revoked; (ii) any Message Content or Output held in the short-lived idempotency cache or the batch job store is purged in the ordinary course within the applicable time-to-live windows described in Section 9 (each no longer than twenty-four (24) hours), or sooner on your request; and (iii) we may retain Usage Metadata and billing records in accordance with our Privacy Policy and applicable recordkeeping requirements. Sections that by their nature should survive termination will survive, as described in Section 21.

(f) Account deletion. Because we do not currently offer a self-service account-deletion endpoint, account deletion is operator-assisted. To request deletion of your account, email support@403fin.io, and we will process the deletion in accordance with our Privacy Policy and applicable law.

19. Changes to the Service and Terms

(a) Changes to the Service. We may modify, enhance, or discontinue features of the Service from time to time. We will not make changes that materially reduce the core functionality of a paid Plan during a paid period without providing the notice described below or offering you the remedy in this Section.

(b) Material adverse changes. If we make a material adverse change to these Terms, the AUP, or the Support Policy, we will provide at least thirty (30) days' advance notice by email to your account address and through the dashboard before the change takes effect. If you do not agree to the change, you may terminate the affected subscription before the change takes effect, in which case we will refund the prepaid, unused fees for your then-current subscription period, computed as the lesser of (i) the unelapsed portion of the then-current term and (ii) the unconsumed portion of the included entitlement for that term. Metered overage fees are non-refundable. Your continued use of the Service after the change takes effect constitutes your acceptance of the change.

(c) Non-material changes. Changes that are not material or adverse — including clarifications, corrections, and changes required by law — take effect when we post the updated document, and we will update the "Last updated" date accordingly.

(d) Sub-processor changes. Changes to our sub-processors are governed by the DPA, including the applicable notice period and your right to object.

20. Export Controls and Sanctions

(a) Mutual representations. Each party represents and warrants that it will comply with all applicable export control, economic sanctions, and anti-money-laundering laws and regulations in its use and provision of the Service.

(b) Restricted-party representation. You represent and warrant that you, and any person that owns fifty percent (50%) or more of you (individually or in the aggregate) or that controls you, are not: (i) listed on the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) List of Specially Designated Nationals and Blocked Persons or any other U.S., EU, or UK restricted- or denied-party list; or (ii) organized under the laws of, ordinarily resident in, or located in any territory or country that is the target of comprehensive sanctions or embargo. You will not access or use the Service from, or on behalf of any person in or ordinarily resident in, any such territory, and you will not export, re-export, or provide the Service or its Output in violation of applicable export control or sanctions laws.

(c) No screening by us; your regulatory obligation. The Service converts message formats and does not inspect, screen, or filter Message Content for sanctions, anti-money-laundering, fraud, or other regulatory purposes. Any sanctions screening, transaction monitoring, anti-money-laundering compliance, and related regulatory obligations with respect to Message Content and any resulting transactions are exclusively your responsibility as the regulated party, and we do not perform and are not responsible for them.

(d) Termination. We may suspend or terminate your access to the Service immediately if we reasonably believe that your use violates, or that continued provision would cause us to violate, any export control or sanctions law, or if you become a restricted party.

21. Governing Law; Venue; General

(a) Governing law. These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of Delaware, excluding its conflict-of-laws rules, and, to the extent applicable, the federal laws of the United States. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

(b) Venue. The state and federal courts located in the State of Delaware have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and each party consents to the personal jurisdiction of, and venue in, those courts. These Terms do not require arbitration of disputes.

(c) Jury trial. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

(d) Assignment. You may not assign or transfer these Terms, in whole or in part, without our prior written consent, except that either party may assign these Terms, on notice and without the other's consent, to an affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void. These Terms bind and benefit the parties and their permitted successors and assigns.

(e) Force majeure. Neither party is liable for any delay or failure to perform (other than a payment obligation) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, epidemics, failures of the internet or of third-party infrastructure, and failures of utilities or telecommunications.

(f) Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions will remain in full force and effect.

(g) Waiver. No failure or delay by a party in exercising any right under these Terms operates as a waiver of that right, and no single or partial exercise precludes any further exercise. A waiver is effective only if in writing and signed by the waiving party.

(h) Relationship. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship, and neither party has authority to bind the other.

(i) Notices. We may provide notices to you by email to the address associated with your account or through the dashboard, and such notices are effective when sent. You must send legal notices to us by email to legal@403fin.io, with a copy by mail to 403 Finance, Inc., 1111B S Governors Ave, Ste 92573, Dover, DE 19904, USA. It is your responsibility to keep your account email address current.

(j) Entire agreement; order of precedence. These Terms, together with the documents they incorporate and any applicable Order, constitute the entire agreement between the parties regarding the hosted Service and supersede all prior or contemporaneous agreements, proposals, and communications on that subject. In the event of a conflict, the following order of precedence applies: (i) a signed enterprise agreement and its order form; (ii) the DPA (which controls for data-protection matters); (iii) these Terms; (iv) the AUP; and (v) the Support Policy. The Security Overview, the Privacy Policy, and the Exit and Termination Assistance Statement are informational notices and are not contract terms.

(k) Survival. Provisions that by their nature should survive termination will survive, including Sections 6 (as to accrued fees), 7, 8, 9(a), 9(c), 9(d), 12, 13, 14(c), 14(d), 15, 16(d), 17, 18(e), 20, and 21.

(l) Contact. For questions about these Terms, contact us at legal@403fin.io. For support, contact support@403fin.io. For security matters, contact security@403fin.io.

Change History

Back to the Transmute legal center