Terms of Service

CONTROLHATCH

Terms of Service

Effective Date: April 9, 2025

Last Updated: April 9, 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between Lawson Advisory Group LLC ("Company," "we," "us," or "our"), the owner and operator of ControlHatch, and the entity or organization accessing or using the ControlHatch platform ("Customer," "you," or "your").

BY ACCESSING OR USING CONTROLHATCH, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR ORGANIZATION TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.

2. Description of Service

ControlHatch is a cloud-based governance, risk, and compliance ("GRC") platform designed to support Sarbanes-Oxley (SOX) compliance, operational audits, internal controls management, risk assessments, and related regulatory activities. The platform enables organizations to identify, document, test, and mitigate compliance risks across financial and operational processes (collectively, the "Service" or "Platform").

ControlHatch is made available exclusively to business entities and organizations. The Service is not intended for personal, consumer, or household use.

3. Account Registration and Security

3.1 Account Creation

To access the Service, your organization must register for an account. You agree to provide accurate, current, and complete information during registration and to keep this information updated. You are responsible for ensuring all account information remains accurate.

3.2 Account Credentials

You are responsible for maintaining the confidentiality of all login credentials associated with your account. You agree to:

• Notify us immediately at support@controlhatch.com if you suspect unauthorized access to your account;
• Ensure that all users with access to your account comply with these Terms;
• Not share login credentials among multiple individuals unless your subscription plan expressly permits it.

3.3 Authorized Users

You are solely responsible for all activities that occur under your account and for all actions taken by your authorized users. We reserve the right to suspend or terminate accounts that show evidence of unauthorized use.

4. Subscription Plans and Payment

4.1 Free and Paid Tiers

ControlHatch is offered under both a free tier and one or more paid subscription tiers. The features and functionality available to you depend on the subscription tier selected. We reserve the right to modify, limit, or discontinue the features included in any tier at any time with reasonable notice.

4.2 Subscription Fees

Paid subscription fees are charged in advance on a recurring basis (monthly or annually, as selected). All fees are stated in U.S. dollars and are exclusive of applicable taxes. You authorize us to charge your designated payment method for all amounts due.

4.3 No Refunds

All subscription fees are non-refundable. Once payment is processed, no refunds, credits, or prorations will be issued for any unused portion of a subscription period, including in cases of cancellation, downgrade, or non-use. This policy applies to all paid tiers.

4.4 Cancellation

You may cancel your paid subscription at any time. Cancellation will take effect at the end of the then-current billing period. You will retain access to paid features until the end of the period for which you have already paid. Cancellation does not entitle you to any refund.

4.5 Changes to Pricing

We reserve the right to change subscription pricing at any time. We will provide at least thirty (30) days' prior written notice of any price change. Your continued use of the Service following the effective date of a price change constitutes your acceptance of the new pricing.

4.6 Taxes

You are responsible for all taxes, levies, or duties imposed by taxing authorities in connection with your use of the Service. We are not responsible for collecting, reporting, or remitting any tax arising from your use of the Service.

5. Customer Data and Sensitive Information

5.1 Ownership of Customer Data

As between you and the Company, you retain all rights, title, and interest in and to the data, information, and materials you upload, submit, or process through the Platform ("Customer Data"), including any financial records, audit documentation, control narratives, risk assessments, or compliance data.

5.2 License to Process Customer Data

You grant us a limited, non-exclusive license to access, host, process, and transmit Customer Data solely as necessary to provide, maintain, and improve the Service and to fulfill our obligations under these Terms.

5.3 Sensitive Financial and Audit Data

You acknowledge that the Platform is designed to store and process sensitive financial, audit, and compliance data. By uploading such data, you represent and warrant that:

• You have all necessary rights and permissions to upload and process such data through the Platform;
• Your use of the Platform complies with all applicable laws, regulations, and industry standards, including but not limited to SOX, applicable data privacy laws, and any internal data governance policies;
• You have implemented appropriate organizational and technical safeguards for the transmission and storage of sensitive data.

5.4 Data Security

We implement commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. However, no system is completely secure. We do not guarantee that Customer Data will be free from unauthorized access, loss, or alteration. You are responsible for maintaining appropriate backups of your data.

5.5 Data Retention and Deletion

Upon termination of your account, we may delete your Customer Data in accordance with our data retention policies. You are solely responsible for exporting any data you wish to retain prior to account termination. We are not liable for any loss of data following account termination.

6. Prohibited Conduct and Acceptable Use

6.1 General Prohibited Activities

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party rights;
• Upload, transmit, or distribute any malicious code, malware, or harmful content;
• Attempt to gain unauthorized access to the Platform, its servers, or other systems;
• Engage in any activity that interferes with or disrupts the integrity or performance of the Service;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform;
• Use automated tools, scripts, bots, or crawlers to access or scrape the Platform without our express written consent;
• Resell, sublicense, or otherwise make the Service available to third parties outside your organization without our prior written approval;
• Falsify or manipulate any compliance data, audit records, or financial information in a manner intended to deceive regulators or auditors.

6.2 Compliance Obligations

You acknowledge that the Platform is a tool designed to support, not replace, your organization's compliance program. You are solely responsible for the accuracy of your compliance data, the adequacy of your internal controls, and the outcome of any audit, regulatory review, or financial report. Nothing in the Service constitutes legal, accounting, or regulatory advice.

6.3 Enforcement

We reserve the right, in our sole discretion, to investigate and take action against any use of the Service that we believe violates these Terms, including suspending or terminating access without prior notice.

7. Intellectual Property

7.1 Company Property

ControlHatch and all content, features, functionality, software, and technology comprising the Platform — including but not limited to the ControlHatch name, logo, visual design, user interface, trademarks, service marks, and trade dress — are the exclusive property of Lawson Advisory Group LLC and are protected by United States and international intellectual property laws.

7.2 Restrictions

Nothing in these Terms grants you any right, title, or interest in or to the Company's intellectual property. You may not copy, modify, distribute, sell, or create derivative works from any Company content without our express prior written consent.

7.3 Feedback

If you provide feedback, suggestions, or ideas regarding the Service ("Feedback"), you grant us an irrevocable, perpetual, royalty-free license to use such Feedback for any purpose without any obligation of compensation or attribution to you.

8. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (B) ANY DEFECTS WILL BE CORRECTED; (C) THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR HARMFUL COMPONENTS; OR (D) THE SERVICE WILL MEET YOUR SPECIFIC BUSINESS, COMPLIANCE, OR REGULATORY REQUIREMENTS.

THE SERVICE IS DESIGNED TO ASSIST WITH COMPLIANCE MANAGEMENT ACTIVITIES BUT DOES NOT CONSTITUTE LEGAL, FINANCIAL, ACCOUNTING, OR REGULATORY ADVICE. CONTROLHATCH DOES NOT GUARANTEE THAT USE OF THE PLATFORM WILL RESULT IN REGULATORY COMPLIANCE OR AUDIT SUCCESS.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LAWSON ADVISORY GROUP LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR REGULATORY PENALTIES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

10. Indemnification

You agree to defend, indemnify, and hold harmless Lawson Advisory Group LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your Customer Data; (c) your violation of these Terms; (d) your violation of any applicable law or regulation; or (e) any act or omission of your authorized users.

11. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This obligation does not apply to information that: (a) is or becomes publicly available without breach of this section; (b) was known to the receiving party without restriction prior to disclosure; or (c) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice where legally permitted.

12. Term and Termination

These Terms remain in effect for as long as you maintain an account with us. Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice.

We reserve the right to suspend or terminate your access to the Service immediately and without prior notice if: (a) you violate Section 6 (Prohibited Conduct); (b) payment is overdue by more than fifteen (15) days; or (c) we reasonably believe your use poses a security risk to the Platform or other customers.

Upon termination, all rights and licenses granted to you will cease. Sections 7, 8, 9, 10, 11, and 14 shall survive termination of these Terms.

13. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by email or by posting a notice within the Platform at least thirty (30) days before the changes take effect. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the revised Terms.

14. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict-of-law provisions. Any dispute arising out of or relating to these Terms or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Denver County, Colorado, and you consent to personal jurisdiction in such courts.

15. General Provisions

Entire Agreement. These Terms, together with any applicable Order Form or subscription confirmation, constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements.

Severability. If any provision of these Terms is found to be unenforceable, such provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Waiver. Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

Force Majeure. We will not be liable for any failure or delay in performance due to causes beyond our reasonable control, including acts of God, government actions, internet outages, or natural disasters.

16. Contact Information

If you have any questions, concerns, or notices regarding these Terms, please contact us at:

© 2025 Lawson Advisory Group LLC. All rights reserved. ControlHatch is a trademark of Lawson Advisory Group LLC.