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Last updated: 3/20/2026
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 12) WHICH AFFECTS YOUR LEGAL RIGHTS. PLEASE READ CAREFULLY.
Welcome to the AZELLA Advisor Terms of Service (this “Agreement”). This Agreement governs your access to and use of our services described on www.azellaadvisor.com (the “Company Website”), our affiliate websites, and herein, and includes both Software Services and Professional Services, each as defined below (collectively, the “Services”).
This Agreement is effective on the date you indicate your acceptance, whether by clicking “I Accept” online or by signing an Order (“Effective Date”), and amends, restates, and supersedes any prior agreement relating to your use of our services.
1.1 Definitions of the “Azella Stack”:
1.2 Professional Services: Refers to any consulting or creative services specified in the Order, including setup (“White Glove”), branding, logo design, copywriting, blog writing, and SEO/SEM management.
1.3 Access and Authorized Users: You may register individual natural persons as “Authorized Users.” You are responsible for ensuring that all users comply with this Agreement. You authorize the Company to provide access to your “Agent” (Broker/Dealer or Marketing Organization) if designated by you for compliance or management purposes.
2.1 Title Conditioned on Payment: Any assignment of rights to the Client under this Agreement is strictly conditioned on payment in full. Until paid in full, all deliverables are licensed for limited internal evaluation only and may be disabled or withdrawn upon nonpayment.
2.2 Custom Website Ownership: Upon payment in full, Azella assigns to Client all right, title, and interest in and to the Custom Website (HTML, CSS, JS, and PHP templates), excluding Azella Proprietary Modules, the Azella Platform, and Third-Party Plugin licenses.
2.3 Design Asset Ownership: Upon payment in full for Professional Services, Azella assigns to Client all right, title, and interest in and to the final Design Assets. “Design Assets” are defined to include the native, editable source files (e.g., .fig, .ai, .psd) for all non-code creative work, layouts, and linked images/assets, as well as final, press-ready PDFs delivered as part of the Services. Client is granted full usage rights to these Design Assets, including the ability to reuse layouts for future versions and update copy internally, provided all usage complies with this Agreement.
2.4 Platform Site License: If the Website is built using Azella Templates or delivered on the Azella Platform, Azella retains all intellectual property. Client receives a non-exclusive, non-transferable license to use the site during the Term.
2.5 Company Content: “Company Content” (sample emails, social posts, infographics) is licensed to you solely for use within the Services during the Term. You may not download or use Company Content in other publications without a separate “Content Use Agreement.”
2.6 Your Content: You retain ownership of all content provided by you (“Your Content”). You grant Azella a worldwide, royalty-free license to use, copy, and display Your Content to provide the Services.
3.1 Client “Input” and Dependencies: The quality and timeliness of Professional Services are contingent upon the quality and timeliness of your materials, feedback, and approvals (“Input”).
3.2 Tolling of Deadlines: Azella is not responsible for any delay in provision of Services due to your delay in providing Input. If Azella is waiting on Input for more than five (5) business days, all project deadlines are automatically extended by the duration of the delay.
3.3 External Use (Decoupling): If you move your Website to a third-party hosting provider:
4.1 Financial Disclosures: Azella does not provide investment advisory, financial planning, legal, or accounting advice. It is your exclusive responsibility to evaluate Company Content for accuracy and suitability.
4.2 SEC and FINRA Compliance & Archiving: You are exclusively responsible for ensuring all Content (including Company Content) is approved by your Broker/Dealer or Compliance Officer prior to use. Client acknowledges and agrees that Azella is NOT an archiving service. It is the Client’s sole responsibility to maintain, or contract with a third party (e.g., Smarsh, Hearsay) for, the archiving of all communications, website versions, and social media posts as required by SEC, FINRA, or other regulatory bodies. Azella shall have no liability for Client’s failure to comply with record-keeping or archiving regulations.
4.3 Data Privacy (CCPA): Azella acts as a “Service Provider” under the California Consumer Privacy Act (CCPA). We will not retain, use, or disclose Personal Information for any purpose other than performing the Services.
4.4 CAN-SPAM & COPPA: You warrant that you will comply with the CAN-SPAM Act and will not intentionally market to or gather information from children under the age of 13.
5.1 Recurring Billing: You authorize the Company to bill your credit card on a monthly recurring basis for all Software Services and on a one-time basis for Professional Services.
5.2 Pricing Changes: We reserve the right to change prices at any time, provided we give you at least 15 days’ notice via the email associated with your account.
5.3 Taxes: You are responsible for all applicable taxes (VAT, GST, Sales Tax) imposed by taxing authorities.
6.1 Term and Renewal: Following the Initial Term, this Agreement automatically renews for successive one (1) year terms unless either party gives written notice of non-renewal prior to the expiration of the then-current term. The required notice period is determined by your monthly recurring revenue (MRR) at the time of notice:
Standard Accounts (<$1,500/mo): At least thirty (30) days’ written notice.
Premium Accounts ($1,500 – $3,000/mo): At least sixty (60) days’ written notice.
Enterprise Accounts (>$3,000/mo): At least ninety (90) days’ written notice.
Failure to provide timely notice will result in the automatic renewal of the Agreement for a subsequent one (1) year term.
6.2 Early Termination Fee: * Initial Term: Balance of the remaining fees owed for the duration of the Initial Term.
6.3 Effect of Termination & Transition: Upon termination, all license rights to the Azella Stack and Company Content cease immediately.
Transition Period: For a period of thirty (30) days following the effective date of termination, Azella will provide reasonable assistance in transferring Your Content or Domain to a new provider at our then-current hourly rates, provided all outstanding fees are paid.
No Email Migration: Azella does not perform email migrations. Client is responsible for the backup and migration of all mailboxes, PST files, and historical email data to their new provider. Azella is not liable for any data loss resulting from the Client’s failure to migrate email services prior to account deactivation.
Domain Management Fee: If you elect to keep your domain registered with Azella following the termination of Software Services (Option A), you agree to pay an annual Domain Management Fee of $125.
De-coupling: Website files provided for migration (Option B) consist of standard HTML/CSS/CMS exports and specifically exclude Azella Proprietary Modules and licensed Third-Party Plugins. Use of these proprietary elements on external hosting is prohibited and they will be deactivated upon migration unless a separate Technology Maintenance Fee is executed.
You agree not to:
8.1 Your Indemnity: You shall defend and indemnify Azella and its officers from any third-party claims arising from (i) Your Content, (ii) your violation of Applicable Laws (SEC/FINRA/CCPA), or (iii) your breach of this Agreement.
8.2 Warranty Disclaimer: THE SERVICES ARE PROVIDED “AS IS.” AZELLA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR THAT MIGRATION WILL BE WITHOUT ISSUES.
8.3 Limitation of Liability: EXCEPT FOR WILLFUL MISCONDUCT, AZELLA’S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
9.1 Arbitration: Any dispute relating to the Services or this Agreement shall be resolved by binding individual arbitration before the AAA under the Federal Arbitration Act. YOU WAIVE YOUR RIGHT TO A JURY TRIAL OR CLASS ACTION. 9.2 Governing Law: This Agreement is governed by the laws of the State of Missouri. Exclusive jurisdiction for any permitted court proceedings shall be in Jackson County, Missouri.
10.1 Entire Agreement: This document constitutes the entire agreement between the parties and supersedes all prior agreements.
10.2 Force Majeure: Azella is not liable for failures to perform due to causes beyond our reasonable control (Acts of God, ISP failures, etc.). 1
0.3 Independent Contractors: The parties are independent contractors; nothing herein creates a partnership, joint venture, or agency relationship.
11.1 Mutual Professionalism: Both parties agree to maintain a professional demeanor throughout the Term and any transition period. Client agrees that its employees and agents will not engage in conduct that is abusive, insulting, or harassing toward Azella personnel.
11.2 Non-Disparagement: During the Term and following termination, Client agrees that it will not, directly or indirectly, make any negative, disparaging, or defamatory statements (whether written or oral) concerning Azella, its Services, or its current or former employees and officers. This includes, but is not limited to, statements made on social media, public review platforms (e.g., Google, G2), or to industry peers.
11.3 Enforcement: Breach of this section shall be considered a material breach of this Agreement, entitling Azella to immediate termination of any ongoing transition support and potential injunctive relief.