API Terms of Service

1. Acceptance & Scope

These Developer Terms ("API Terms") govern access to and use of the AccreditedNow Verification API (the "API"), including the /v1 REST endpoints and the outbound verification webhooks. By generating an API key, or by using the API, the sponsor, firm, or other account holder and any developer acting on its behalf ("you") agree to these API Terms and to the AccreditedNow Terms of Service and Privacy Policy, which are incorporated by reference.

These API Terms supplement the main Terms of Service. The main Terms continue to apply to your account in full; where a provision of these API Terms specifically addresses the API, keys, or webhooks, it controls for that subject. If you do not agree, do not generate a key or use the API.

2. Definitions

• API Key — a secret credential (for example sk_live_... or sk_test_...) that authenticates your server as your firm.
• Verification — a CPA-signed accredited-investor determination produced through AccreditedNow.
• Investor Data — the privacy-safe information the API returns about an investor you verify (for example name, email, city and state, verification status, certificate ID, and — only where the investor has consented to share it with you — the signed letter). The API never returns an investor's underlying financial documents, financial figures, or resume/bearer tokens.
• Seat — a prepaid verification credit associated with your account.

3. License

Subject to these API Terms, AccreditedNow grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to call the API to create and retrieve Verifications for your own securities offerings and investor-onboarding workflow, and to receive webhook events for Verifications your firm owns. All rights not expressly granted are reserved.

Generating a key constitutes acceptance of these API Terms for ordinary self-serve use. We may require a separately countersigned agreement for high-volume, enterprise, or reseller use, and may condition continued access on it.

4. API Keys & Security

API keys are server-side credentials. You must: keep them secret; use them only from your own backend (never embed a key in a browser, mobile app, or any client-side code); restrict access to authorized personnel; rotate and revoke keys from your dashboard as needed; and notify us promptly at info [at] accreditednow.org if a key is or may be compromised.

You are responsible for all activity under your keys. We store only a hashed form of each key, show the full secret only once at creation, and may rotate, revoke, throttle, or refuse requests to protect the service or other users.

5. Acceptable Use

You will use the API only for the lawful verification of investors in your own Regulation D Rule 506(c) (or comparable) offerings. You will not:

• resell, sublicense, or redistribute Investor Data or Verifications, or provide verification-as-a-service to third parties using our API;
• use the API to build or train a competing verification or accreditation service;
• attempt to access verifications, letters, or data that do not belong to your firm, or to enumerate, scrape, probe, or reverse-engineer the API;
• exceed or circumvent rate limits or other technical controls;
• misrepresent your identity or a data subject's consent; or
• use the API in violation of applicable law, including securities, privacy, anti-spam, TCPA, and export laws.

6. Investor Data & Privacy

The API returns a privacy-safe subset of data. It never returns an investor's underlying financial documents, financial figures, or resume/bearer tokens. An investor's signed letter is returned only when that investor has consented to share it with you.

You may use Investor Data solely to (i) match a Verification to the correct investor in your systems and (ii) maintain your own reasonable-steps compliance file for the relevant offering. You will handle Investor Data in accordance with applicable privacy law and your own published privacy policy, will not sell it, and will retain it no longer than your legitimate compliance purpose requires.

Data-processing terms. To the extent you provide us personal information of your investors, and to the extent we process personal information on your behalf, each party will comply with applicable data-protection laws and implement reasonable technical and organizational safeguards. We act as a service provider and do not sell the personal information you provide or that we return to you. A fuller data-processing addendum is available on request at info [at] accreditednow.org; where required by law, the parties will execute one, and its terms govern the subject matter it covers.

7. Nature of the Service; No Advice; Reliance

Verification is performed by an independent licensed CPA and is asynchronous — you create a Verification, the investor completes the flow, and a CPA reviews and signs (typically within 24 hours of complete documents). AccreditedNow LLC acts as an intermediary and is not a law firm, registered investment adviser, or CPA firm, and nothing provided through the API constitutes legal, tax, investment, or compliance advice.

The API, the Verifications, and any identity, sanctions/PEP, or business screening obtained through it are tools you use. They are informational, create no obligation on AccreditedNow, and are not a warranty of any investor's status or of any outcome. They do not discharge or satisfy your own know-your-customer, anti-money-laundering, suitability, or Rule 506(c) "reasonable steps" obligations. You remain solely responsible for your own compliance determinations and for deciding whether to rely on any Verification.

8. Rate Limits & Availability

We may set and adjust rate limits and usage quotas, and requests exceeding them may receive an error response. The API is provided on an "as is" and "as available" basis with no uptime, latency, or turnaround service-level commitment unless separately agreed in a signed order. We may perform maintenance, and may deprecate or change endpoints with reasonable notice where practicable.

9. Fees & Billing

API access itself is included with your account. A Verification is billed through your seat balance or through investor-paid checkout, as described at the time you create it. Creating a Verification does not consume a seat until the investor completes the flow. A request with billing: "partner" draws from your seats; a request with billing: "investor" sends the investor to pay. Pricing is governed by the rates in effect at the time of use.

10. Versioning & Changes

The API is versioned (for example, /v1). We aim to make only additive, backward-compatible changes within a version, and to introduce breaking changes under a new version where practicable, with reasonable notice. We may update these API Terms from time to time; material changes will be posted with an updated effective date, and your continued use after an update constitutes acceptance.

11. Suspension & Termination

We may suspend or revoke your keys or API access immediately for breach of these API Terms, abuse, a security risk, non-payment, or as required by law. You may stop using the API and revoke your keys at any time. Provisions that by their nature should survive termination — including Acceptable Use, Investor Data & Privacy, Nature of the Service, Intellectual Property, and Warranties, Liability & Indemnity — survive.

12. Intellectual Property; Brand Use

AccreditedNow LLC owns the API, its documentation, software, and the AccreditedNow name, logo, and branding, which are its trademarks. You receive no rights to our marks except a limited, revocable right to state truthfully that your investors are verified through AccreditedNow (for example, "verification powered by AccreditedNow"). You will not use our marks in any way that implies AccreditedNow's endorsement of your offering, or that AccreditedNow is a party to, sponsor of, or has reviewed your securities offering. We may set reasonable brand-use guidelines and require you to correct or stop any non-conforming use.

13. Warranties, Liability & Indemnity

Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE API, ITS DOCUMENTATION, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE API WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ACCREDITEDNOW LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR GOODWILL, ARISING FROM YOUR USE OF OR INABILITY TO USE THE API. TO THE EXTENT ACCREDITEDNOW LLC IS FOUND LIABLE, ITS TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE API SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO ACCREDITEDNOW LLC FOR API-BILLED VERIFICATIONS IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). This limitation is consistent with, and supplements, the limitation of liability in our main Terms of Service.

Indemnification

You agree to indemnify, defend, and hold harmless AccreditedNow LLC and its members, managers, employees, agents, and service providers from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from your misuse of the API, your handling of Investor Data, your securities offering, or your breach of these API Terms or applicable law.

14. Governing Law & Disputes

These API Terms are governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict-of-law provisions. To the extent court proceedings are permitted under these API Terms, you consent to the exclusive jurisdiction of the state and federal courts located in Hamilton County, Indiana.

Informal Resolution

Before filing any formal dispute, you agree to contact us at info [at] accreditednow.org and attempt to resolve the matter informally. We will make reasonable efforts to resolve disputes within 30 days.

Binding Arbitration

If informal resolution fails, any dispute arising from these API Terms or your use of the API shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in Indiana. The arbitrator's decision shall be final and binding.

Class Action Waiver

YOU AGREE THAT ANY DISPUTE-RESOLUTION PROCEEDINGS WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION.

Either party may seek emergency injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration. Small-claims-court actions within applicable jurisdictional limits are also permitted.

15. Contact

For questions about these API Terms or the API, please contact us:

AccreditedNow LLC recommends consulting with a qualified attorney regarding your specific legal situation. These API Terms supplement our main Terms of Service.