Terms of Service

1. Acceptance of These Terms

These Terms of Service form a binding agreement between you and BrightRock Investment Group LLC, a company located at 1835 S Highway 89, Brigham City - 84302-4117, United States (US). By accessing this website, submitting an enquiry, or engaging our services, you accept these Terms in full. If you do not accept these Terms, you must not use the website or our services.

Where a separate written agreement has been signed between you and BrightRock Investment Group LLC, that agreement governs the services it covers, and these Terms apply to the extent they do not conflict with it. In the event of a conflict, the signed agreement takes precedence for the services it describes.

We may provide translations of these Terms for convenience. The English version is authoritative, and any difference in meaning is resolved in favor of the English text.

2. Definitions

In these Terms, the words the Company, we, us and our refer to BrightRock Investment Group LLC. The words you and your refer to the person or organization accessing the website or engaging our services. The word Services refers to the computer integrated systems design and related services we provide, including client reporting pipelines, document assembly systems, data room integrations, compliance archive workflows, statement generation platforms and investor portal deployments. The word Website refers to the public site located at our domain and any related pages we operate.

The word Client means an organization that has entered into an engagement agreement with the Company. The word Content means text, data, documents, images, code and other material made available through the Website or the Services. The word Portal means any authenticated web application we deploy for a Client to serve its investors or authorized users.

3. Eligibility and Authority

The Website and Services are intended for businesses and for adults acting in a professional or investment capacity. By using them, you confirm that you are at least eighteen years of age and legally capable of entering into a binding agreement. If you use the Website or Services on behalf of an organization, you confirm that you have authority to bind that organization to these Terms.

You further confirm that you are not barred from using the Services under the laws of any applicable jurisdiction and that you will use the Services only for lawful purposes.

4. Our Services

The Company designs, builds, deploys and operates computer integrated systems for financial reporting teams. Our services include client reporting pipelines, which gather and normalize data from multiple sources; document assembly systems, which generate governed documents from controlled components; data room integrations, which synchronize diligence folders with source systems; compliance archive workflows, which apply retention and retrieval policy to records; statement generation platforms, which produce account statements across channels; and investor portal deployments, which give authorized users a secure view of their records.

The scope of any specific engagement is defined in the applicable engagement agreement. Descriptions of services on the Website are provided for general information and do not by themselves create an obligation to deliver a particular outcome. We may modify, improve or discontinue a service feature where we consider it appropriate, provided we do not materially reduce a service that a Client has engaged without following the change process in the engagement agreement.

5. Engagement Agreements

Paid services are provided under a written engagement agreement that sets out scope, deliverables, timelines, fees and other commercial terms. No paid service begins until the engagement agreement is signed by both parties or otherwise accepted in writing. Any statement on the Website, including a description of a service or a process, is an invitation to discuss and not a binding offer.

Where a Client requests a change to the scope of an engagement, the change is handled through the change control process in the engagement agreement. We will confirm the effect of the change on timeline and fees before the change takes effect.

6. Client Responsibilities

A Client is responsible for providing accurate and complete information, for ensuring that it has the right to share the data it provides to us, and for obtaining any consents required from the individuals whose information appears in that data. The Client is responsible for the decisions it makes using our deliverables and for reviewing outputs before relying on them.

A Client must maintain the confidentiality of the credentials it uses to access the Services, must ensure that only authorized personnel use those credentials, and must notify us promptly if it believes a credential has been compromised. The Client must also configure its systems and personnel in a way that does not interfere with our ability to deliver the Services securely.

Where a Client uses a Portal, the Client is responsible for managing its own users and for ensuring that access is granted and revoked correctly. We provide the tools to do this, and we log administrative actions, but the decisions about who may see which records belong to the Client.

7. Permitted Use of the Website

You may view the Website and use its features for legitimate business purposes connected with evaluating or engaging our Services. You may print or save reasonable portions of the Website for your own reference. You may link to our Website provided you do so in a way that is fair and does not misrepresent your relationship with us or imply an endorsement we have not given.

You may not frame our pages, mirror our content on another site, or present our Content as your own. Any use beyond the permissions in these Terms requires our prior written consent.

8. Prohibited Conduct

You must not use the Website or Services in a way that is unlawful, fraudulent or harmful. In particular, you must not attempt to gain unauthorized access to any part of the Services or to any system connected to them. You must not interfere with the normal operation of the Website, introduce malicious code, or use automated tools to scrape content at a volume that degrades service for others.

You must not use the Services to transmit content that is defamatory, infringing or in violation of any law. You must not misrepresent your identity or your authority to act for another person. You must not use the Services in a manner that would violate the rights of any third party, including intellectual property rights and privacy rights.

Where we reasonably believe a use of the Services violates these Terms or poses a risk to the Services, to other users or to the Company, we may suspend the affected access while we investigate, and we may terminate access if the violation continues or is serious.

9. Portal Accounts and Credentials

Portals we deploy require authentication. A user is responsible for keeping credentials confidential and for all activity that occurs under the account. Passwords must be of adequate strength, and shared accounts are not permitted. Where a Portal supports multi factor authentication, we encourage its use, and we may require it for administrative roles.

Sessions expire after a period of inactivity, and administrative actions are recorded in an audit log. If a user believes an account has been accessed without authorization, the user must notify the Client administrator and us immediately so that credentials can be reset and the incident investigated.

10. Intellectual Property

The Website, the Content and the underlying software that make up our Services are owned by BrightRock Investment Group LLC or its licensors and are protected by intellectual property laws. These Terms grant you a limited, revocable, non-exclusive license to use the Website and the Services as described here. No other rights are granted, whether by implication or otherwise.

Client data remains the property of the Client or its own licensors. We do not acquire ownership of client data by processing it. Where an engagement produces custom code or configuration for a Client, ownership of that work product is set out in the engagement agreement.

The Company names, logos and service descriptions used on the Website may not be used without our prior written permission, except to refer factually to our Services in a way that does not imply endorsement.

11. Client Data and Privacy

Our handling of personal information is described in our Privacy Policy, which forms part of these Terms. Where we process personal information on behalf of a Client, we act as a processor and follow the Client documented instructions, applying the security and retention measures described in the Privacy Policy and in the engagement agreement.

A Client must not instruct us to process information in a way that would violate applicable law. If we become aware that an instruction would do so, we will raise the issue with the Client before proceeding and will work to find a lawful alternative.

Upon termination of an engagement, we return or delete client data according to the engagement agreement and applicable retention requirements, and we certify deletion where the Client requests it.

12. Fees and Payment

Fees for paid services are set out in the engagement agreement. Unless the agreement states otherwise, invoices are payable within the period stated on the invoice, and amounts overdue may accrue interest at the rate specified in the agreement. Fees are exclusive of applicable taxes, which the Client is responsible for paying.

Where the agreement provides for recurring fees, those fees continue for the agreed term and renew according to the agreed terms. Either party may terminate for convenience only as provided in the agreement. Amounts already invoiced for services performed remain payable.

13. Service Warranties

We warrant that the Services will be performed in a professional and workmanlike manner and that our personnel will have the skills required for the tasks they undertake. We warrant that we will use reasonable efforts to maintain the availability and security of any hosted system we operate for a Client, in line with the service levels stated in the engagement agreement.

If a service fails to meet a warranty, the Client must notify us promptly, and our obligation is to correct the failure within a reasonable time or, where correction is not possible, to apply the remedy stated in the engagement agreement.

14. Disclaimer of Other Warranties

Except for the express warranties stated in these Terms or in an engagement agreement, the Website and the Services are provided on an as available basis, and the Company disclaims all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

We do not warrant that the Website will be uninterrupted or free of errors, that defects will be corrected immediately, or that the Website or the systems that host it are free of harmful components. The information on the Website is provided for general information and does not constitute financial, legal or tax advice. You are responsible for obtaining professional advice before making decisions based on any material you read here.

15. Limitation of Liability

To the maximum extent permitted by law, the Company will not be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or business interruption, arising out of or related to the Website or the Services, even if the Company has been advised of the possibility of such damages.

The total liability of the Company for any claim arising out of or related to the Services will not exceed the total fees paid by the Client to the Company for the twelve months preceding the event giving rise to the claim, or the amount stated in the engagement agreement where that amount differs. Nothing in these Terms limits liability that cannot be limited by law.

16. Indemnification

You agree to indemnify and hold harmless BrightRock Investment Group LLC and its officers, employees and agents from any claim, loss, liability or expense, including reasonable legal fees, arising out of your use of the Website or Services in violation of these Terms, your violation of any law, or your infringement of the rights of a third party.

The Company will indemnify a Client against a third party claim that a deliverable we created infringes an intellectual property right, provided the Client notifies us promptly, allows us to control the defense, and does not settle the claim without our consent. Our obligation does not extend to claims caused by client supplied material or by modifications the Client made.

17. Term and Termination

These Terms apply while you use the Website and for as long as an engagement agreement remains in force. An engagement agreement may be terminated as provided in that agreement. We may suspend or terminate access to the Website or Services if you breach these Terms, if required by law, or if we discontinue a service in accordance with the engagement agreement.

On termination, your right to use the Website ends, and provisions that by their nature should survive, including provisions on intellectual property, confidentiality, liability, indemnity and governing law, will continue to apply. Where a Client terminates an engagement, we will cooperate with an orderly transition as described in the engagement agreement.

18. Third Party Services

Some engagements involve third party software, hosting or data providers. Where a Client requests the use of a third party service, the Client is responsible for complying with that provider terms, and the Company is not responsible for the performance or availability of a service it does not control. We will identify material third party dependencies during onboarding and will work with the Client to manage them.

Links from our Website to third party sites are provided for convenience. We do not endorse the content of those sites and we are not responsible for their practices.

19. Governing Law

These Terms are governed by the laws of the State of Utah in the United States, without regard to its conflict of law rules. Subject to any agreement to arbitrate contained in an engagement agreement, the parties submit to the exclusive jurisdiction of the state and federal courts located in Utah for any dispute arising out of or related to these Terms or the Services.

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

20. Changes to These Terms

We may revise these Terms from time to time. When we make a material change, we will update the effective date at the top of this page and, where appropriate, provide additional notice. Your continued use of the Website or the Services after a revision takes effect indicates that you accept the revised Terms.

If a revision materially reduces your rights, we will provide reasonable advance notice and, where an engagement agreement requires it, seek your agreement before the change applies to that engagement.

21. Contact Information

Questions about these Terms may be sent to the Company using the details below. We will respond as quickly as we reasonably can.