Terms of Service

1. Definitions

"Service" means the Sombra platform, including Sombra Swarm and Sombra Intelligence, and all associated websites, APIs, and documentation.

"Customer" means the entity that subscribes to a paid plan or registers a Free tier account. The individual accepting these Terms represents and warrants they have authority to bind that entity.

"User" means any individual authorised by a Customer to access the Service.

"Customer Data" means all data, content, and information uploaded to or generated within the Service by or on behalf of a Customer, including conversation transcripts, file notes, and firm information.

"AI Output" means any content generated by the Service using artificial intelligence, including file notes, research summaries, compliance checks, and recommendations.

2. The Service

Sombra provides AI-powered tools for financial advice firms, including:

• Sombra Swarm: Teams of specialist AI agents that perform research, compliance, and operational tasks using publicly available data and connected third-party platforms.
• Sombra Intelligence: Conversation-layer tools including compliant file notes, adaptive learning per adviser, and firm-wide intelligence insights.

The Service is available in three tiers: Free, Practice, and Firm. Tier-specific features and limitations are described on our pricing page and may be updated from time to time.

We grant you a non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes, subject to these Terms.

3. Account Terms

You must provide accurate and complete information when creating an account. Each authorised User must have their own account with unique credentials. You must not share account credentials with any other person.

You are responsible for maintaining the security of your account and for all activity that occurs under it. You must notify us immediately at info@sombra.io of any unauthorised access.

We may offer time-limited free trials of paid features at our discretion. Trials may be cancelled at any time. At the end of a trial, your account reverts to the Free tier unless you subscribe to a paid plan.

4. Fees and Payment

The Free tier is available at no charge. Paid tiers are billed on a per-adviser-seat basis, either monthly or annually, as described on our pricing page. All fees are quoted in Australian dollars for Australian customers.

Fees exclude applicable taxes (including GST), which are your responsibility. Payment is processed via our third-party payment provider. You authorise recurring billing for the duration of your subscription.

We may offer promotional pricing, early adopter bonuses, or other incentives from time to time. These offers are temporary, subject to change, and may be modified or withdrawn at our discretion with reasonable notice. The specific terms of any promotional offer will be communicated at the time of offer.

Subscriptions renew automatically at the end of each billing period until cancelled. You may cancel at any time. Cancellation takes effect at the end of the current paid period. No refunds are provided for partial billing periods.

We reserve the right to change pricing with 30 days' written notice. If fees remain unpaid for more than 14 days after notice, we may suspend or terminate your access to the Service.

Enterprise customers with executed Order Forms are governed by the terms of those Order Forms. In the event of conflict, the Order Form prevails over these Terms with respect to pricing and payment.

5. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable regulations, including ASIC and AFSL requirements in Australia or equivalent regulations in your jurisdiction.
• Attempt to gain unauthorised access to any part of the Service or its related systems.
• Reverse engineer, decompile, or disassemble any part of the Service.
• Use the Service to generate misleading, false, or deceptive financial advice.
• Resell, sublicense, or redistribute the Service without prior written consent from SombraNotes, Inc.
• Share account credentials or allow multiple individuals to use a single User account.
• Use the Service to develop a competing product or service.
• Interfere with or disrupt the integrity or performance of the Service.

We may suspend or terminate your access without liability if we reasonably believe you have violated these restrictions.

6. Intellectual Property

All rights, title, and interest in the Service, including software, algorithms, models, designs, and documentation, are and remain the property of SombraNotes, Inc. Nothing in these Terms transfers any intellectual property rights to you except the limited right to use the Service as described herein.

You retain ownership of all Customer Data you provide to the Service. You grant SombraNotes, Inc. a non-exclusive, worldwide, royalty-free licence to access, use, and process Customer Data solely to provide, maintain, and improve the Service for you.

AI Outputs generated by the Service are provided for your use within your business. SombraNotes, Inc. does not claim ownership of AI Outputs.

If you provide feedback, suggestions, or improvement ideas, you grant SombraNotes, Inc. a perpetual, irrevocable, royalty-free licence to use that feedback for any purpose.

7. Artificial Intelligence

The Service uses artificial intelligence, including third-party AI providers such as Anthropic (language models) and Deepgram (transcription), to generate outputs. You acknowledge and agree that:

• AI Outputs may contain errors, inaccuracies, or biases. You are solely responsible for reviewing, verifying, and approving all AI Outputs before use.
• Sombra is not a licensed financial adviser. AI Outputs do not constitute personal financial advice. All outputs must be reviewed by a qualified, licensed adviser before being provided to clients or relied upon for any purpose.
• AI technology involves inherent risks including factual inaccuracies, potential intellectual property concerns in generated content, and evolving legal and regulatory frameworks.
• Sombra Intelligence uses adaptive learning to improve outputs for each individual adviser. Your conversation data is used solely to serve your account and is never used to train foundation models or shared with other customers.
• We may update, modify, or change AI providers at any time to improve the Service.
• Any performance metrics or statistics displayed within the Service (such as approval rates or efficiency scores) reflect historical averages and may vary based on individual usage, firm size, and other factors. They are not guarantees of future performance.

SombraNotes, Inc. is not liable for any loss, claim, or damage arising from your reliance on AI Outputs without independent professional review.

8. Privacy and Data

Your use of the Service is governed by our Privacy Policy, which describes how we collect, use, and protect your information. By using Sombra, you consent to the practices described therein.

Sombra Swarm agents operate on publicly available data and data from connected third-party platforms that you authorise. Sombra Intelligence processes conversation data that you provide.

We do not sell your data to third parties. We do not use Customer Data to train foundation AI models.

SombraNotes, Inc. maintains industry-standard security measures to protect Customer Data. In the event of a data breach affecting your information, we will notify you within 72 hours of becoming aware of the breach, consistent with applicable legal requirements.

Data is hosted in Australia. For customers in jurisdictions with specific data protection requirements beyond what is covered in these Terms, additional data processing terms may be made available upon request.

9. Confidential Information

Each party agrees to protect the other party's confidential information with the same degree of care it uses for its own confidential information, and in no event less than reasonable care. Confidential information may only be disclosed to employees, contractors, and agents who need access to perform obligations under these Terms and who are bound by confidentiality obligations at least as protective.

These restrictions do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed without use of the disclosing party's confidential information; or (d) is required to be disclosed by law, provided the receiving party gives prompt notice where legally permitted.

10. Disclaimers and Limitation of Liability

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

SombraNotes, Inc. does not warrant that the Service will be uninterrupted, error-free, or free of harmful components. You assume sole responsibility for results obtained from your use of the Service.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOMBRANOTES, INC. SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, ARISING FROM YOUR USE OF THE SERVICE.

OUR TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under applicable law.

For Australian customers: to the extent the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) applies, our liability for goods or services not ordinarily acquired for personal, domestic, or household use is limited, at our option, to re-supply of the services or payment of the cost of re-supply.

11. Indemnification

SombraNotes, Inc. will defend, indemnify, and hold you harmless against any third-party claim that the Service infringes that third party's intellectual property rights, provided you: (a) promptly notify us of the claim; (b) grant us sole control of the defence and settlement; and (c) provide reasonable cooperation at our expense. If the Service becomes the subject of an infringement claim, we may, at our option, procure the right to continue use, modify the Service, or terminate your subscription with a pro-rata refund of prepaid fees.

You will defend, indemnify, and hold SombraNotes, Inc. harmless against any third-party claim arising from: (a) your breach of these Terms, including the Acceptable Use restrictions; (b) your violation of applicable law in connection with your use of the Service; or (c) your use of AI Outputs without adequate professional review as required by your regulatory obligations.

12. Termination

Either party may terminate for convenience by providing 30 days' written notice, effective at the end of the then-current billing period.

Either party may terminate immediately if the other party: (a) commits a material breach and fails to cure within 28 days of written notice; or (b) becomes subject to insolvency proceedings, administration, or receivership.

Upon termination, all rights and licences granted under these Terms cease immediately. We will make your Customer Data available for export for 30 days following termination, after which it may be permanently deleted. No refunds are provided for termination, except where expressly stated in these Terms.

Sections 1, 6, 7, 8, 9, 10, 11, and 16 survive termination.

13. Force Majeure

Neither party will be liable for any failure or delay in performing its obligations (other than payment obligations) where such failure or delay arises from circumstances beyond its reasonable control, including but not limited to: natural disasters, acts of war or terrorism, pandemics, government actions, power or internet outages, third-party hosting provider failures, or malicious cyber attacks.

The affected party must give prompt written notice of the event and use reasonable efforts to mitigate its impact. If the event continues for more than 90 consecutive days, either party may terminate these Terms on written notice.

16. General Provisions

Changes to Terms. We may modify these Terms at any time. Material changes will be communicated via email or through the Service with at least 30 days' notice. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

Entire Agreement. These Terms, together with any applicable Order Forms and our Privacy Policy, constitute the entire agreement between you and SombraNotes, Inc.

Severability. If any provision is found unenforceable, the remaining provisions continue in full force.

No Waiver. Failure to enforce any provision does not waive the right to enforce it later.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

Logo Use. We may request to use your firm name and logo on our website and marketing materials. You may decline or revoke this permission at any time by contacting us.

Notices. Notices will be sent to the email address associated with your account.

Relationship. Nothing in these Terms creates a partnership, employment, or fiduciary relationship between the parties.

Third Party Rights. These Terms do not confer any rights on any third party.

17. Contact

If you have questions about these Terms, contact us at:

info@sombra.io