End-User Subscription Services Agreement

We have updated the terms applicable to the customers of ComplyNet resellers which we refer to as the “End-User Subscription Services Agreement.”  If You are a new Subscriber, then this End-User Subscription Services Agreement will be effective as of December 1, 2020.  If You are an existing Subscriber, We are providing You with prior notice of these changes which will be effective as of January 1, 2021.

 SUBSCRIPTION SERVICES AGREEMENT

APPLICABLE TO CUSTOMERS OF COMPLYNET RESELLERS

You (“Subscriber,” “You,” “Your” or related terms) are acquiring a subscription to a Service (as defined below) operated by ComplyNet from ComplyNet, or from an unrelated third-party authorized to sell such subscriptions (“Reseller”) under a separate agreement with ComplyNet (“Reseller Agreement”). In addition to any terms and conditions related to Your use of the Service pursuant to any agreement by and between You and the Reseller, this Agreement contains the terms and conditions that govern Your access to and use of the Service. ComplyNet is an express beneficiary of this Agreement, and in acquiring a subscription to the Service, You expressly acknowledge and agree that ComplyNet shall have the right to enforce this Agreement against You and that this Agreement constitutes the entire agreement and supersedes any and all prior agreements between You and ComplyNet with regard to Your subscription to the Service or Your access to or use thereof under this Agreement and Your agreement between You and the Reseller.

By accepting this Agreement, either by accessing or using a Service, or authorizing or permitting any End-User to access or use a Service, You agree to be bound by this Agreement as of the date of such access or use of the Service (the “Effective Date”). If You are entering into this Agreement on behalf of a company, organization, or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to ComplyNet that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” “You,” “Your” or a related capitalized term herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not use or authorize any use of the Services.

Table of Contents:

General Terms and Conditions:

  1. Scope of the Services and Access
  2. Use of the Services
  3. Cancellation and Termination
  4. Confidential Information
  5. Ownership and Security of Service Data
  6. Privacy Practices
  7. Temporary Suspension
  8. Non-ComplyNet Services
  9. Free Trials
  10. Beta Services
  11. Intellectual Property Rights
  12. Representations, Warranties and Disclaimers
  13. Indemnification
  14. Limitation of Liability
  15. Third-Party Services
  16. Assignment, Entire Agreement, and Amendment
  17. Severability
  18. Export Compliance and Restrictions
  19. Relationship of the Parties
  20. Notice
  21. Governing Law
  22. Federal Government End Use Provisions
  23. Anti-Corruption
  24. Survival
  25. Definitions

GENERAL TERMS AND CONDITIONS

SECTION 1. SCOPE OF THE SERVICES AND ACCESS

1.1 Scope of the Services.  Subscriber has engaged ComplyNet, through a Reseller, for Services either directly with ComplyNet or from an unrelated third party authorized by ComplyNet to provide such Services, as indicated on, and outlined in, an Order Form that details the scope, nature, and other relevant characteristics of the Services and Deliverable to be provided. Subscriber hereby retains ComplyNet to provide the Services subject to the terms and conditions set forth in this Agreement, and agrees to cooperate in good faith to achieve satisfactory completion of the Services in a timely and professional manner.  The Parties will each designate a representative to interface and facilitate the successful completion of the Services, and unless otherwise agreed to in a SOW or Order Form, Subscriber agrees that any Services purchased by Subscriber must commence within six (6) months of the execution of the Order Form.

1.2 Access to the Services. The Services and Your Service Data will be available to You pursuant to this Agreement and the applicable Order Form(s) and Documentation in accordance with Your Service Plan. We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except (a) during Planned Downtime (of which We will give advance notice via Our Site or to the Account owner); and (b) Force Majeure Events. ComplyNet reserves the right to monitor and periodically audit Your use of the ComplyNet Services to ensure that Your use complies with the Agreement and the Service Plan restrictions on Our Site. Should ComplyNet discover that You or any Agent’s use of a ComplyNet Service is not in compliance with the Agreement or the Service Plan restrictions on Our Site, ComplyNet reserves the right to charge You, and You hereby agree to pay for, said usage in addition to other remedies available to Us.

1.3 Support. We will, at no additional charge, provide applicable standard customer support for the Services to You as detailed on the applicable Site and Documentation, and upgraded support, if purchased, unless otherwise agreed with the Reseller.

1.4 Modifications. You acknowledge that ComplyNet may modify the features and functionality of the Services during the Subscription Term. ComplyNet shall provide You with commercially reasonable advance notice of any deprecation of any material feature or functionality.

1.5 Additional Features. We will notify You or the Reseller of applicable Supplemental Terms or alternate terms and conditions prior to Your activation of any Additional Features. The activation of any Additional Features by You in Your Account or by the Reseller will be considered acceptance of the applicable Supplemental Terms or alternate terms and conditions where applicable.

1.6 Extension of Rights to Affiliates. You may extend Your rights, benefits and protections provided herein to Your Affiliates and to contractors or service providers acting on Your or Your Affiliates’ behalf, provided that You remain responsible for Your and their compliance hereunder.

1.7 Consulting Services Personnel.  ComplyNet will perform the Consulting Services through qualified employees and/or non-employee contractors (“Consulting Services Personnel”). Subscriber agrees to provide, at no cost to ComplyNet, timely and adequate assistance and other resources reasonably requested by ComplyNet to enable the performance of the Services (“Assistance”). ComplyNet will not be liable for any deficiency in the performance of Services to the extent such deficiency results from any acts or omissions of Subscriber, including, but not limited to, Subscriber’s failure to provide Assistance as required hereunder.  In performing the Consulting Services, ComplyNet will utilize Consulting Services Personnel as it deems necessary to perform the Services or any portion thereof and will control the method and manner of performing all work necessary for completion of the Services. ComplyNet may replace Consulting Services Personnel in its normal course of business.

1.8 Cancellation/Changes. ComplyNet may refuse to perform Services if any payments are overdue to Reseller.  Any cancellations of or changes to the Services less than five (5) business days prior to the agreed upon Services commencement date are subject to forfeiture of fees paid and reserved date(s).  ComplyNet may refuse to perform Services if any payments are overdue to Reseller.

SECTION 2. USE OF THE SERVICES

2.1 Login Management. Access to and use of the Services is restricted to the specified number of individual End-Users permitted under Your subscription to the applicable Service. You agree and acknowledge that an End-User Login cannot be shared or used by more than one (1) individual per Account. However, End-User Logins may be reassigned to new individuals replacing former individuals who no longer require ongoing use of the Services. You and Your End-Users are responsible for maintaining the confidentiality of all Agent Login information for Your Account. Absent a written authorization from ComplyNet expressly stating otherwise, You agree and acknowledge that You may not use the Services, including but not limited to the API, to circumvent the requirement for an individual Agent Login for each individual who (a) leverages the Services to interact with End-Users; (b) Processes data related to interactions with End-Users; or (c) Processes data related to interactions originating from a Third Party Service that provides functionality similar to functionality provided by the Services and which would, pursuant to this Agreement, require an individual End-User Login if utilizing the Services for such interaction. Further, Subscriber shall not use the API or any Software in such a way to circumvent applicable Service Plan restrictions or Agent licensing restrictions that are enforced in the Service user interface. Should ComplyNet discover that Your use of a Service violates this Agreement or the Service Plan features and limitations on Our Site or Documentation, ComplyNet reserves the right to charge You, and You hereby agree to pay for said overuse in addition to other remedies available to Us.

2.2 Compliance. You are responsible for compliance with the provisions of this Agreement by End-Users and for any and all activities that occur under Your Account, which ComplyNet may verify from time to time. Without limiting the foregoing, You are solely responsible for ensuring that Your use of the Services is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations You may maintain or enter into with End-Users.

2.3 Content and Conduct. In addition to complying with the other terms, conditions and restrictions set forth in this Agreement, You agree to act in a professional manner when using the Services.  Further, in Your use of the Services You agree not to (a) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (b) falsely imply any sponsorship or association with ComplyNet; (c) use the Services in any unlawful manner, including, but not limited to, violation of any person’s privacy rights; (d) attempt to bypass or break any security or rate limiting mechanism on any of the Services or use the Services in any manner that interferes with or disrupts the integrity, security or performance of the Services and its components; (e) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Services; (f) to the extent You are subject to the US Health Insurance Portability and Accountability Act of 1996, and its implementing regulations (HIPAA), use the Services to store or transmit any “protected health information” as defined by HIPAA, unless expressly agreed to otherwise in writing by ComplyNet; (g) use or launch any automated system that accesses a Service (i.e., bot) in a manner that sends more request messages to a Service server in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; or (h) launch or facilitate, whether intentionally or unintentionally, a level of traffic on any of the Services, or engage in any other conduct that materially and adversely impacts the security, availability, or stability of the Services.

2.4 System Requirements. A high-speed Internet connection is required for proper transmission of the Services. You are responsible for procuring and maintaining the network connections that connect Your network to the Services including, but not limited to, browser software that supports protocols used by ComplyNet, including the Transport Layer Security (TLS) protocol or other protocols accepted by ComplyNet, and to follow procedures for accessing services that support such protocols. We are not responsible for notifying You or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by ComplyNet. We assume no responsibility for the reliability or performance of any connections as described in this Section.

2.5 Internal Business Purposes Only. Unless otherwise authorized by ComplyNet in this Agreement or expressly agreed to otherwise in writing by ComplyNet, You may not use the Services in any manner where You act as a service bureau or to provide any outsourced business process services on behalf of more than one (1) third party (other than Affiliates) through a single Account. Accordingly, You agree not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or resell the Services to any third party, other than authorized Agents and End-Users in furtherance of Your internal business purposes as expressly permitted by this Agreement, unless expressly agreed to otherwise in writing by ComplyNet. Without limiting the foregoing, Your right to access and use the API is also subject to the restrictions and policies implemented by ComplyNet from time to time with respect to the API as set forth in the Documentation or otherwise communicated to You in accordance with this Agreement.

2.6 No Competitive Access. You may not access the Services if You are a direct competitor of ComplyNet, except with ComplyNet’s express prior written consent. You may not access the Services for competitive purposes.

SECTION 3. CANCELLATION AND TERMINATION

3.1 Under the terms and conditions of Our agreement with Reseller (the “Reseller Agreement”), We are entitled to suspend or terminate Your subscription to the Service, Your rights to access and use the Service or Your Account, and remove and discard any Service Data if: (a) We are notified by Reseller of Your failure to pay amounts due to Reseller with respect to Your subscription to a Service; or (b) Reseller fails to pay any amounts due to Us pursuant to the Reseller Agreement with respect to Your subscription to a Service. You consent to these suspension and termination rights and acknowledge and agree that ComplyNet shall have no liability to You of any kind with respect to any such suspension or termination. Your sole recourse with respect to any such suspension or termination shall be against Reseller.

3.2 Following the termination or cancellation of Your subscription to the Service and/or Account, We reserve the right to delete all Service Data in the normal course of operation. Service Data cannot be recovered once Your Account is cancelled.

3.3 We reserve the right to restrict, functionality, suspend or terminate the Services (or any part thereof), Your Account or Your and/or End-Users’ rights to access and use the Services, and remove, disable and quarantine any Service Data if We believe that You or End-Users have violated this Agreement.  Unless legally prohibited from doing so, We will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. We shall not be liable to You, End-Users or any other third party for any such modification, suspension, or discontinuation of Your rights to access and use the Services. Any suspected fraudulent, abusive, or illegal activity by You or End-Users may be referred to law enforcement authorities at Our sole discretion.

3.4 A Party may terminate this Agreement for cause (a) upon written notice to the other Party of a material breach if such breach remains uncured at the expiration of thirty (30) days from the date of the breaching Party’s receipt of such notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

3.5 Export of Service Data. For thirty (30) days after the effective date of termination or expiration of this Agreement, upon Your request, We will make Service Data available to You for export or download as provided in the Documentation. Thereafter, We will have no obligation to maintain or provide any Service Data, and, as provided in the Documentation, We will, unless prohibited by law or legal order, delete Your Service Data in Our Services.

SECTION 4. CONFIDENTIAL INFORMATION

4.1 Each Party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. The provisions of this Section 4 shall control over any non-disclosure agreement by and between the Parties and any such non-disclosure agreement shall have no further force or effect with respect to the exchange of Confidential Information after the execution of this Agreement. To be clear, any exchange of Confidential Information prior to the execution of this Agreement shall continue to be governed by any such non-disclosure agreement.

SECTION 5. OWNERSHIP AND SECURITY OF SERVICE DATA

5.1 Ownership of Service Data. Subscriber shall retain ownership rights to all Service Data Processed under the terms of this Agreement.

5.2 No Sale of Service Data. ComplyNet will never sell, rent, or lease Your Service Data to any third party. We will not share Your Service Data with third parties, except as permitted by this Agreement and in order to provide, secure, enhance, and support the Services.

5.3 Safeguards. ComplyNet will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Service Data.

SECTION 6. PRIVACY PRACTICES

6.1 Subscriber as Data Controller. To the extent Service Data constitutes Personal Data, the Parties agree that You shall be deemed to be the Data Controller, and the relevant entity shall be deemed to be the Data Processor. Subject to the confidentiality terms set forth herein, ComplyNet may receive, collect, store, and/or Process Personal Data based on Our legitimate interest to operate the Services.

6.2 Hosting and Processing. Unless otherwise specifically agreed to in writing by ComplyNet, Service Data may be hosted by ComplyNet, or their respective authorized third-party service providers, in the United States and in other countries and territories. Subject to the confidentiality terms set forth herein, You acknowledge and agree that ComplyNet may receive, collect and/or Process Service Data, including but not limited to Personal Data within Service Data, based on Our legitimate interest under Applicable Data Protection Law to provide, secure and improve the Services. In providing the Services, ComplyNet will engage entities within ComplyNet and other authorized service providers to Process Service Data, including and without limitation, any Personal Data within Service Data pursuant to this Agreement within the United States and in other countries and territories.

6.3 Transfer of Personal Data. Entering or transferring Service Data originating from an Agent or End-User in the European Economic Area (EEA) is strictly prohibited.

6.4 Data Processing Agreement.  You acknowledge and agree to the Processing of Personal Data, in accordance with the requirements of Applicable Data Protection Laws.

Canada:
To the extent applicable, You agree that You are responsible for notifying End-Users that Personal Information (as the term is defined in the Personal Information Protection and Electronic Documents Act of Canada (PIPEDA) will be collected, stored, used, and/or processed by ComplyNet in compliance with ComplyNet’s obligations under PIPEDA.

California, United States:
To the extent applicable, the Processing of personal information of Californian citizens shall be in accordance with the requirements of the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. (CCPA).  You agree that You are responsible for (i) notifying End-Users that Personal Data collected, stored, used and/or processed by ComplyNet, as described in this Agreement, is collected, stored, used, and/or processed in compliance with the California Consumer Privacy Act (CCPA), as amended, and any regulations made under it and (ii) obtaining consent from End-Users where it is required under the foregoing.

6.5 Sub-Processors. You acknowledge and agree that ComplyNet may use Sub-Processors, who may access Service Data, to provide, secure, enhance, and improve the Services. We shall be responsible for the acts and omissions of members of ComplyNet Personnel and Sub-Processors to the same extent that We would be responsible if ComplyNet was performing the services of each ComplyNet Personnel or Sub-Processor directly under the terms of this Agreement.

6.6 End-User Personal Data. When ComplyNet collects Personal Data of Your End-Users, including in Our capacity as Data Controller, ComplyNet processes such Personal Data in order to provide the Services and in accordance with Our legitimate interests, including communicating with End-Users in connection with their use of the Services. Where We rely on Our legitimate interest as described above, Your End-Users may have certain rights relating to their Personal Data, and You are responsible for informing Your Agents and End-Users of their rights.

6.7 In-Product Cookies. Whenever You or End-Users interact with Our Services, We automatically receive and record information on Our server logs from the browser or device, which may include IP address, “cookie” information, and the type of browser and/or device being used to access the Services. When We collect this information, We only use this data to provide the Services or in aggregate form, and not in a manner that would identify Your End-Users personally.

SECTION 7. TEMPORARY SUSPENSION

We reserve the right to restrict functionalities or suspend the Services (or any part thereof), Your Account or Your and/or End-Users’ rights to access and use the Services, and remove, disable or quarantine any Service Data or other content if (a) We reasonably believe that You or End-Users have violated this Agreement; or (b) We suspect or detect any Malicious Software connected to Your Account or use of a Service by You or End-Users. This right includes the removal or disablement of Service Data or other content in accordance with Our Copyright Infringement Notice and Takedown Policy available on ComplyNet’s Intellectual Property Website. Unless legally prohibited from doing so, We will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. We shall not be liable to You, End-Users, or any other third party for any such modification, suspension or discontinuation of Your rights to access and use the Services. Any suspected fraudulent, abusive, or illegal activity by You or End-Users may be referred to law enforcement authorities at Our sole discretion.

SECTION 8. NON-COMPLYNET SERVICES

If You decide to enable, access, or use Non-ComplyNet Services, Your access and use of such Non-ComplyNet Services shall be governed solely by the terms and conditions of such Non-ComplyNet Services. ComplyNet does not endorse, is not responsible, or liable for, and makes no representations as to any aspect of such Non-ComplyNet Services, including, without limitation, their content or the manner in which they handle, protect, manage, or Process data (including Service Data), or any interaction between You and the provider of such Non-ComplyNet Services. We cannot guarantee the continued availability of such Non-ComplyNet Service features, and may cease enabling access to them without entitling You to any refund, credit or other compensation, if, for example and without limitation, the provider of a Non-ComplyNet Service ceases to make the Non-ComplyNet Service available for interoperation with the corresponding Service in a manner acceptable to Us. You irrevocably waive any claim against ComplyNet with respect to such Non-ComplyNet Services. We are not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Non-ComplyNet Services, or Your reliance on the privacy practices, data security processes or other policies of such Non-ComplyNet Services. You may be required to register for or log into such Non-ComplyNet Services on their respective websites. By enabling any Non-ComplyNet Services, You are expressly permitting ComplyNet to disclose Your login and Service Data as necessary to facilitate the use or enablement of such Non-ComplyNet Services.

SECTION 9. FREE TRIALS

From time to time, We may offer free trials.  If You register for a free trial for any of the Services, We will make such Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s); (b) the start date of any subscription to such Service purchased by You for such Service(s); or (c) termination of the trial by Us in Our sole discretion. Trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. Please review the applicable Documentation during the trial period so that You become familiar with the features and functions of the Services under applicable Service Plans before You make Your purchase. ANY SERVICE DATA YOU ENTER INTO A SERVICE, AND ANY CONFIGURATIONS OR CUSTOMIZATIONS MADE TO A SERVICE BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICE AS COVERED BY THE TRIAL, PURCHASE THE APPLICABLE SERVICE, OR EXPORT SUCH SERVICE DATA, BEFORE THE END OF THE TRIAL PERIOD.

SECTION 10. BETA SERVICES

From time to time, We may make Beta Services available to You at no charge. You may choose to try such Beta Services in Your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to Supplemental Terms that will be presented to You. Beta Services are not considered “Services” under this Agreement; however, all restrictions, Our reservation of rights and Your obligations concerning the Service, and use of any Non-ComplyNet Services shall apply equally to Your use of Beta Services. Unless otherwise stated or communicated to You, any Beta Services trial period will expire upon the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

SECTION 11. INTELLECTUAL PROPERTY RIGHTS

11.1 Each Party shall retain all rights, title and interest in any Intellectual Property Rights. The rights granted to You and End-Users to use the Service(s) under this Agreement do not convey any additional rights in the Service(s) or in any Intellectual Property Rights of ComplyNet associated therewith. Subject only to limited rights to access and use the Service(s) as expressly stated herein, all rights, title, and interest in and to the Services and all hardware, Software and other components of or used to provide the Services, including all related Intellectual Property Rights, will remain with ComplyNet and belong exclusively to ComplyNet.

11.2 ComplyNet shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You, End-Users, or other third parties acting on Your behalf. ComplyNet also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by suggestions, enhancement requests, recommendations or other feedback We receive from You, End-Users, or other third parties acting on Your behalf.

11.3 You may only use the ComplyNet Marks on a revocable basis when authorized to do so by ComplyNet in writing, provided You do not attempt, now or in the future, to claim any rights in the ComplyNet Marks, degrade the distinctiveness of the ComplyNet Marks, or use the ComplyNet Marks to disparage or misrepresent ComplyNet or Our Services. ComplyNet’s ability to use Subscriber’s trademarks, service marks, service or trade names or logos will be set forth in an Order Form or by mutual agreement of the Parties.

SECTION 12. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

12.1 Authority. Each Party represents that it has validly entered into this Agreement and has the legal power to do so.

12.2 Warranties. We warrant that during an applicable Subscription Term (a) this Agreement and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data; (b) the Services will perform materially in accordance with the applicable Documentation; (c) any Consulting Services provided pursuant to this Agreement will be performed in a timely and professional manner by ComplyNet and its Consulting Services Personnel, consistent with generally-accepted industry standards; provided that Subscriber’s sole and exclusive remedy for any breach of this warranty will be, at ComplyNet’s option, re-performance of the Consulting Services or termination of the applicable SOW and return of the portion of the Consulting Fees paid to ComplyNet by Subscriber for the nonconforming portion of the Consulting Services; and (d) it is under no contractual or other restrictions or obligations which are inconsistent with the execution of the Agreement, or, to its best knowledge, which will interfere with its performance of the Consulting Services.  For any breach of a warranty in this section, Your exclusive remedies are those described in Section 3.4 herein.

12.3 Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 12.2, THE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

 

EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 12.2 ABOVE, ALL CONSULTING SERVICES AND DELIVERABLES ARE PROVIDED TO SUBSCRIBER “AS IS” AND COMPLYNET MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OR ANY REPRESENTATIONS TO SUBSCRIBER OR ANY THIRD PARTY REGARDING THE USABILITY, CONDITION, OPERATION OR FITNESS THEREOF AND COMPLYNET EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING CONSULTING SERVICES AND DELIVERABLES, INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. COMPLYNET SHALL NOT BE RESPONSIBLE, IN LAW OR OTHERWISE, FOR ANY DELIVERABLES DESPITE ANY OTHER WARRANTIES OR GUARANTEES, IN THE EVENT THAT SUBSCRIBER MODIFIES ANY DELIVERABLES IN A MANNER NOT INSTRUCTED BY COMPLYNET. COMPLYNET DOES NOT WARRANT THAT SUBSCRIBER’S OR ANY THIRD PARTY’S ACCESS TO OR USE OF THE DELIVERABLES SHALL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. FURTHER, COMPLYNET EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO SUPPORT OR MAINTAIN ANY DELIVERABLE AND WILL NOT DO SO UNLESS OTHERWISE AGREED BY THE PARTIES. THIS DISCLAIMER OF WARRANTY AND LIABILITY IS EXPRESSLY MADE IN ADDITION TO ANY DISCLAIMERS MADE BY COMPLYNET OR ITS AFFILIATES UNDER THE AGREEMENT WITH RESPECT TO THE SERVICES AS APPLICABLE TO SUBSCRIBER AND ANY THIRD PARTY’S USE OF THE SERVICES.

SECTION 13. INDEMNIFICATION

13.1 Indemnification by Us. We will indemnify, defend, and hold You harmless from and against any claim brought by a third party against You by reason of Your use of a Service as permitted hereunder, alleging that such Service infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (an “IP Claim”). We shall, at Our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys engaged by ComplyNet for such defense, provided that (a) You promptly notify ComplyNet of the threat or notice of such IP Claim; (b) We will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such IP Claim (however, We shall not settle or compromise any claim that results in liability or admission of any liability by You without Your prior written consent); and (c) You fully cooperate with ComplyNet in connection therewith. If use of a Service by You or End-Users has become, or, in Our opinion, is likely to become, the subject of any such IP Claim, We may, at Our option and expense, (i) procure for You the right to continue using the Service(s) as set forth hereunder; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by ComplyNet, terminate Your subscription to the Service(s) and repay You, on a pro-rata basis, any Subscription Charges previously paid to ComplyNet for the corresponding unused portion of Your Subscription Term for such Service(s). We will have no liability or obligation under this Section 13.1 with respect to any IP Claim if such claim is caused in whole or in part by (x) compliance with designs, data, instructions or specifications provided by You; (y) modification of the Service(s) by anyone other than ComplyNet or ComplyNet Personnel; or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not by itself be infringing. The provisions of this Section 13.1 state the sole, exclusive and entire liability of ComplyNet to You and constitute Your sole remedy with respect to an IP Claim brought by reason of access to or use of a Service by You or End-Users.

13.2 Indemnification by You. You will indemnify, defend, and hold ComplyNet harmless against any claim brought by a third party against ComplyNet (a) arising from or related to use of a Service by You or End-Users in breach of this Agreement; or (b) alleging that Your use of the Service or Your Service Data infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret; provided that (i) We promptly notify You of the threat or notice of such claim; (ii) You will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, You shall not settle or compromise any claim that results in liability or admission of any liability by Us without Our prior written consent); and (iii) We fully cooperate with You in connection therewith.

SECTION 14. LIMITATION OF LIABILITY

14.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (BEING DATA LOST IN THE COURSE OF TRANSMISSION VIA YOUR SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF COMPLYNET), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR CONSULTING SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

14.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, COMPLYNET’S AGGREGATE LIABILITY TO YOU, ANY AFFILIATE, OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE SERVICES OR CONSULTING SERVICES, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES AND/OR CONSULTING FEES PAID BY RESELLER TO COMPLYNET WITH RESPECT TO YOUR SUBSCRIPTION TO SUCH SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 14.2 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES AND CONSULTING FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU WITH THE RIGHTS TO ACCESS AND USE THE SERVICES AND/OR THE CONSULTING SERVICES PROVIDED FOR IN THIS AGREEMENT.

THE LIMITATIONS SET FORTH IN SECTION 14.2 SHALL NOT APPLY TO CLAIMS OR DAMAGES RESULTING FROM COMPLYNET’S IP CLAIMS INDEMNITY OBLIGATIONS IN SECTION 13.1 OF THIS AGREEMENT.

14.3 THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN WILL APPLY IN AGGREGATE TO ANY AND ALL CLAIMS BY SUBSCRIBER AND ITS AFFILIATES, AND SHALL NOT BE CUMULATIVE.

14.4 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or for personal injury or death, which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, COMPLYNET’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

14.5 Any claims or damages that You may have against ComplyNet shall only be enforceable against ComplyNet and not any other entity, nor any officers, directors, representatives or agents of ComplyNet or any other entity.

SECTION 15. THIRD-PARTY SERVICE PROVIDERS

Third-Party Service Providers and Materials. You agree that ComplyNet, and the third-party service providers that are utilized by ComplyNet to assist in providing the Services to You, shall have the right to access Your Account and to use, modify, reproduce, distribute, display and disclose the Personal Data of Your End-Users to the extent necessary to provide, secure or improve the Services. Any third-party service providers utilized by ComplyNet will only be given access to Your Account as is reasonably necessary to provide the Services and will be subject to (a) confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in Section 4; and (b) such third party service provider’s agreement to comply with applicable data transfer restrictions.

 

ComplyNet may incorporate open-source materials and/or third-party materials into any Deliverable or Assigned Deliverable.  ComplyNet will avoid providing any open-source materials that are governed by a so-called “copyleft license” that would require Subscriber to permit any disclosure of, distribute, or make available any of Subscriber’s proprietary software if Subscriber uses the Deliverables or Assigned Deliverables as permitted hereunder. Any open-source materials and/or third-party materials provided by ComplyNet may be used by Subscriber pursuant to the terms of the applicable open-source agreement and/or third-party agreement and not this Agreement.

SECTION 16. ASSIGNMENT, ENTIRE AGREEMENT AND AMENDMENT

16.1 Assignment. Under the terms of the Reseller Agreement, Your agreement with the Reseller with respect to Your subscription to the Service may be assigned to ComplyNet. You agree that if Your agreement with Reseller is assigned to ComplyNet, Your continued rights to access and use the Service shall be subject to ComplyNet’s then standard Subscription Agreement and You consent to the application of such terms and conditions, including without limitation, the billing and payment provisions contained therein. You agree that following any such assignment, You shall, upon request by ComplyNet, provide such information as is required to secure payment for any Subscription Term commencing after such assignment. You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or Your rights under this Agreement or delegate performance of Your duties under this Agreement without Our prior written consent, which consent will not be unreasonably withheld. We may, without Your consent, assign this Agreement to any member of ComplyNet or in connection with any merger or change of control of ComplyNet or the sale of all or substantially all of Our assets provided that any such successor agrees to fulfill its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

16.2 Entire Agreement. This Agreement constitutes the entire agreement, and supersedes any and all prior agreements between You and ComplyNet with regard to the subject matter hereof. This Agreement shall apply in lieu of the terms or conditions in any purchase order or other order documentation You or any entity which You represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either Party with respect to the subject matter hereof. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind between the Parties, except as may otherwise be expressly provided herein. The headings used herein are for convenience only and shall not affect the interpretation of the terms of this Agreement.

16.3 Amendment. We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You not less than ten (10) days prior to the effective date of any such amendment and Your continued use of the Services following the effective date of any such amendment may be relied upon by ComplyNet as Your consent to any such amendment. Our failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.

SECTION 17. SEVERABILITY

If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

SECTION 18. EXPORT COMPLIANCE AND USE RESTRICTIONS

The Services and other ComplyNet technology, and derivatives thereof, may be subject to export controls and economic sanctions laws and regulations of the United States and other jurisdictions. Subscriber agrees to comply with all such laws and regulations as they relate access to the Services and other ComplyNet technology. Subscriber represents that they are not named on any U.S. government restricted-party list, will not permit any End-User to access or use any Service in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Syria or Crimea), and will not permit the Service to be used for any prohibited end use (e.g., nuclear, chemical, or biological weapons proliferation, or missile-development purposes).

SECTION 19. RELATIONSHIP OF THE PARTIES

This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.  ComplyNet is an independent contractor and will maintain complete control of and responsibility for its Consulting Services Personnel, methods and operations in providing Consulting Services. ComplyNet will never hold itself out as an agent, subsidiary, or affiliate of Subscriber for any purpose, including reporting to any government authority. The Agreement will not be construed so as to create a partnership, other joint venture or undertaking, or any agency relationship between the Parties, and neither Party shall become liable for any representation, act or omission of the other Party or have the authority to contractually bind the other Party. Any Consulting Fees, Expenses, or other amounts paid by Subscriber for Consulting Fees hereunder shall not be considered salary for pension or wage tax purposes and neither ComplyNet nor its Consulting Services Personnel will be entitled to any fringe benefits, including sick or vacation pay, or other supplemental benefits of Subscriber, unless otherwise required by law. Subscriber shall not be responsible for deducting or withholding from Consulting Fees or Expenses paid for Consulting Services any taxes, unemployment, social security, or other such expense unless otherwise required by law.

SECTION 20. NOTICE

All notices provided by ComplyNet to You under this Agreement may be delivered in writing by (a) nationally recognized overnight delivery service (“Courier”) or U.S. mail to the contact mailing address provided by You on any Order Form; or (b) electronic mail to the electronic mail address provided for Your Account owner. You must give notice to ComplyNet in writing by Courier or U.S. mail to 422 Beecher Road, Gahanna, Ohio 43230 U.S.A. Attn: Legal Department. All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.

SECTION 21. GOVERNING LAW

This Agreement shall be governed by the laws of the State of Ohio, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in Franklin County, Ohio. You hereby expressly agree to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or access to or use of the Services by You or End-Users.

SECTION 22. FEDERAL GOVERNMENT END USE PROVISIONS

If You are a U.S. federal government department or agency or contracting on behalf of such department or agency, each of the Services is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services are licensed to You with only those rights as provided under the terms and conditions of this Agreement.

SECTION 23. ANTI-CORRUPTION

You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department at legal@complynet.com.

SECTION 24. SURVIVAL

Sections 2.1, 3.5, 3.6, 4 – 6, 11 – 20 and 25 shall survive any termination of this Agreement with respect to use of the Services by You, Agents or End-Users. Termination of this Agreement shall not limit a Party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.

SECTION 25. DEFINITIONS

When used in this Agreement with the initial letters capitalized, in addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:

Account: means any accounts or instances created by or on behalf of Subscriber or its Affiliates within the Services.

Additional Feature(s): means additional features or functionality that are available or enabled through the Service, but do not form part of the Service. Additional Features also include third-party services that are purchased and/or subscribed to via an Order Form and that are identified as being resold by ComplyNet and governed by such third party’s alternate agreement. Additional Features are purchased or enabled separately and distinctly from Your Service Plan and Deployed Associated Services.

Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

API: means the application programming interfaces developed, made available and enabled by ComplyNet that permit Subscribers to access certain functionality provided by the Services, including, without limitation, the REST API that enables the interaction with the Services automatically through HTTP requests and the application development API that enables the integration of the Services with other web applications.

Applicable Data Protection Law: means the following data protection law(s): (a) the EU Regulation 2016/679 entitled “On the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation or GDPR)” and any applicable national laws made under it; (b) the Swiss Federal Act of 19 June 1992 on Data Protection (as may be amended or superseded); (c) the Personal Information Protection and Electronic Documents Act of Canada (PIPEDA); and (d) Brazilian Law No. 13,709/2018, as amended (LGPD).

Associated Services: means products, services, features and functionality designed to be used in conjunction with the Services that are not included in the Service Plan to which You subscribe. For avoidance of doubt, Additional Features that are expressly stated to be governed by separate Supplemental Terms shall not be deemed an Associated Service. Where You have purchased, deployed, or subscribed to an Associated Service, such Associated Service is referred to as a “Deployed Associated Service.”

Beta Services: means a product, service or functionality provided by ComplyNet that may be made available to You to try at Your option at no additional charge which is clearly designated as beta, pilot, limited release, non-production, early access, evaluation or by a similar description.

Confidential Business Information: means all Confidential Information that is not Service Data, including, without limitation, Your Agents’ Personal Data and Account information, which ComplyNet may store in its systems separate from the Service and Our security policies and procedures.

Confidential Information: means all information disclosed by one Party to the other Party which is in tangible form and designated as confidential or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, the terms of this Agreement, Subscriber Service Data and Confidential Business Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.

Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities or limitations of the Services or describing Service Plans, as applicable, provided or made available by ComplyNet to You in the applicable ComplyNet help center(s) or Site.

End-User: means an individual (including those of Your Affiliates) authorized to use the Service(s) through Your Account as an end-user and/or administrator, each as identified through an individual End-User Login.

End-User Login: means a unique username and associated password provisioned to an identifiable individual to permit them to access the Services.

Force Majeure Event: means any circumstances beyond Our reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-ComplyNet Services, or acts undertaken by third parties, including without limitation, denial of service attack.

Innovation Services: means any Service or feature described on ComplyNet’s Innovation Services List available on ComplyNet’s Customers and Partners Website.

Intellectual Property Rights: means any and all respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.

Malicious Software: means any viruses, malware, Trojan horses, time bombs, or any other similar harmful software.

Non-ComplyNet Services: means third party products, applications, services, software, networks, systems, directories, websites, databases and information which a Service links to, or which You may connect to or enable in conjunction with a Service, including, without limitation, Non-ComplyNet Services which may be integrated directly into Your Account by You or at Your direction.

Order Form: means Our generated service order form(s) executed or approved by the Reseller managing Your subscription to the Service with respect to Your subscription to a Service, which may detail, among other things, the number of End-Users authorized to use a Service under Your subscription and the Service Plan applicable to Your subscription to a Service.

Personal Data: means any information relating to an identified or identifiable natural person (‘data subject’) where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, mental, economic, cultural, or social identity of that natural person.

Personnel: means employees and/or non-employee service providers and contractors of ComplyNet engaged by ComplyNet in connection with performance hereunder.

Planned Downtime: means planned downtime for upgrades and maintenance to the Services scheduled in advance of such upgrades and maintenance.

Processing/to Process/Processed: means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

Service(s): means the products and services that are ordered by the Reseller on Your behalf online through a link or via an Order Form referencing this Agreement, whether on a trial or paid basis, and whether Enterprise Services or Innovation Services, and made available online by Us, via the applicable subscriber login link and other web pages designated by Us, including, individually and collectively, the applicable Software, updates, API, Documentation, and all Deployed Associated Services that are provided under this Agreement.  Services may also include consulting and professional services (e.g., training, inspection, audit, assessment, survey, success, and implementation services) provided by ComplyNet Personnel as indicated on an Order Form referencing this Agreement.  “Services” exclude (a) Non-ComplyNet Services as that term is defined in this Agreement; and (b) any Additional Features or Associated Services that are not provided under this Agreement or Your Service Plan. From time to time, the names and descriptions of the Services or any individual Service may be changed. To the extent Subscriber is given access to such Service as so described by virtue of a prior Order Form or other prior acceptance of this Agreement, this Agreement shall be deemed to apply to such Service as newly named or described.

Service Data: means a subset of Confidential Information comprised of electronic data, text, messages, communications, or other materials submitted to and stored within a Service by You and End-Users in connection with Your use of such Service, which may include, without limitation, Personal Data (but shall not include the Personal Data of Your Agents in the context of Account Information as described in the Privacy Policy).

Service Data Breach: means an unauthorized access or improper disclosure that has been verified to have affected Your Service Data.

Service Plan(s): means the packaged service plan(s) and the functionality and services associated therewith (as detailed on the Site and in Documentation applicable to the Service) for the Services.

Site: means a website operated by ComplyNet, including www.complynet.com, as well as all other websites that ComplyNet operates.

Software: means software provided by ComplyNet (either by download or access through the internet) that allows End-Users to use any functionality in connection with the applicable Service.

Sub-processor: means any third-party data processor engaged by ComplyNet that receives Service Data from ComplyNet for Processing on behalf of Subscriber and in accordance with Subscriber’s instructions (as communicated by ComplyNet) and the terms of its written subcontract.

Subscription Charges: means all charges associated with Your access to and use of an Account.

Subscription Term: means the period during which You have agreed to subscribe to a Service.

Supplemental Terms: means the additional terms and conditions that are (a) set forth below in this Agreement in the section entitled, “Supplemental Terms and Conditions”; (b) included or incorporated on an Order Form via hyperlink or other reference (e.g. when a Deployed Associated Service is purchased); (c) applicable to Consulting Services when purchased by You; (d) applicable to Additional Features when activated by You; and (e) ComplyNet’s Service-Specific Terms.

Taxes: means taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction.

Usage Charges: means additional Subscription Charges that are incurred by Subscriber relating to the use of certain features and functionality that Subscriber enables within the Service.

“We,” “Us” or “Our”: means ComplyNet as defined below.

ComplyNet: means ComplyNet, LLC, an Ohio limited liability company, or any of its successors or assignees.

ComplyNet Marks: means any trademarks, service marks, service or trade names, logos, or other designations of ComplyNet, or its or their Affiliates, whether registered or unregistered.