Terms of service

1. The agreement

These terms are between SOPHIA XT LLC, trading as 3 Point Forward, and the firm whose name is on the workspace. If you are accepting on behalf of a company, you are confirming you are allowed to bind it. If you have signed a separate order form with us, that document wins wherever the two disagree.

2. Your account

• Each person gets their own login. Sharing one is how an audit trail stops meaning anything, and the audit trail is a large part of what you are buying.
• You are responsible for what happens under your accounts, including what your colleagues and your clients do with the access you give them.
• Tell us promptly at security@3pointforward.com if you think an account has been compromised.
• Your seat count is the number of active logins in your workspace. Add people whenever you like; we will bill the difference on the next cycle rather than blocking you mid-deal.

3. Your data stays yours

We hold a licence to process your content only so far as it takes to run the service for you: storing it, indexing it so you can search it, rendering it into the documents you ask for and backing it up. That licence ends when you close your account.

You can leave with everything. The export is built into the product and produces your whole workspace as JSON or CSV on demand. You do not need our permission and you do not need to ask. If you want help moving to something else, we will help.

4. Acceptable use

Do not use Tophat to break the law, and specifically do not use it to:

• Store data you have no right to hold, or upload a document you are not entitled to.
• Reach another customer's workspace, probe for a way to, or test our security without telling us first. Good-faith reports to security@3pointforward.com are welcome and we will not come after you for making one.
• Send unsolicited bulk email through a connected mailbox.
• Resell access, or run a service bureau for firms that are not yours, without a written agreement from us.
• Upload malware, or deliberately overload the service.

Fair use on storage and API calls: the published limits are in the product. If you are consistently past them we will talk to you about a bigger plan before we do anything else.

5. Fees and billing

• Plans are annual agreements billed monthly in advance, in US dollars.
• Price is fixed for the term you signed. We will not raise it mid-term. Any change at renewal comes with at least 60 days' notice, and you can decline it by not renewing.
• Onboarding fees are one-time and invoiced at the start of the work.
• Late payment past 30 days may suspend access. We will email the account owner twice before that happens, and your data is not deleted while a plan is merely suspended.
• Fees are exclusive of tax. Where we are required to collect it, it will appear on the invoice.
• Fees already paid are not refundable except where section 11 says otherwise, but we do not hold anybody to an annual term when the product has failed them. If it is not working, talk to us.

6. Availability and support

We target 99.5% monthly availability, measured excluding scheduled maintenance, which we announce at least 48 hours ahead and run outside US business hours wherever we can. If we miss the target in a month, ask and we will credit that month's fee pro rata against the shortfall.

Support is by email during US business hours, with a first response inside one business day. The Principal plan carries a faster commitment, written into the order form.

We keep nightly backups and we restore-test them rather than assuming they work. If we ever lose your data through our own fault, restoring it is on us.

7. Integrations and AI agents

Tophat lets you create API keys, send webhooks and connect AI agents through an MCP endpoint. Those are powerful and they are yours to control:

• A key you create is your responsibility. Scope it to what it needs and revoke it when it is done. Every key shows when it was last used.
• Write access for an agent is off unless you explicitly turn it on. A model acting on a sentence in a chat window is a real risk and we treat it as one.
• What a third-party service does with data you send it through an integration is between you and them. We cannot police it and we do not pretend to.
• Content generated by an AI feature is a draft. Section 8 applies to it in full.

8. Not professional advice

Every figure carries its method, its confidence and its trace precisely so a professional can check it. The professional judgement stays yours, and so does responsibility for what you put in front of a client.

9. Intellectual property

The software, its design and the SophiaXT platform underneath it remain ours. You get a non-exclusive, non-transferable right to use it while your subscription is current. You may not copy it, decompile it, or build a competing product from it.

Documents Tophat generates from your data are yours to use however you like, including commercially, with no attribution required.

If you send us an idea for a feature, we may build it, and you are not owed anything for it. We will not use your firm's name in our marketing without asking you first.

10. Warranties

We warrant that we will provide the service with reasonable skill and care, and that we will not materially reduce what it does during a term you have paid for. Beyond that the service is provided as it is, and we disclaim the implied warranties of merchantability, fitness for a particular purpose and non-infringement to the extent the law allows.

11. Liability

Neither of us is liable to the other for indirect, incidental or consequential loss, or for lost profits or lost business opportunity, even if warned it was possible.

Our total liability under this agreement is capped at the fees you paid us in the twelve months before the claim.

Those two limits do not apply to our breach of section 3, to either party's gross negligence or wilful misconduct, or to anything the law does not permit us to limit.

We will defend you against a third-party claim that Tophat infringes their intellectual property, and pay what a court awards, provided you tell us promptly and let us run the defence.

12. Ending the agreement

• You may decline to renew at any point before the end of your term.
• Either of us may terminate for material breach the other has not fixed within 30 days of being told about it.
• On termination you keep 30 days to export everything. Say the word and we will extend it; we are not going to hold your business record hostage over a lapsed invoice.
• After that we delete your workspace permanently, and backups roll off within 35 days.

13. Governing law

Michigan law governs this agreement, without regard to its conflict-of-laws rules, and the state and federal courts of Michigan have exclusive jurisdiction. Before either of us files anything, we agree to spend 30 days actually trying to sort it out, starting with a phone call.

If a clause here turns out to be unenforceable, the rest stands. A right we do not enforce immediately is not a right we have given up. You may not assign this agreement without our consent, except to a company that acquires your business.

Contact

SOPHIA XT LLC, trading as 3 Point Forward. hello@3pointforward.com · security@3pointforward.com