SaaS and Professional Services Terms and Conditions

These Terms and Conditions (including the documents referred to herein, as applicable), together with each Order Schedule entered into by Customer (“Agreement”) shall govern Customer's access to and use of Comply’s SaaS Services and/or Professional Services offerings (as indicated on the applicable Order Schedule).

Any references to terms such as “we,” “our,” “us,” and “Comply” will mean Comply Technologies, Inc., unless the signature block of an applicable Order Schedule states the legal entity is Comply Technologies Limited (which is a UK private limited company with company number 09794982).

You may not access or use our Services if you are a competitor, or for the purposes of monitoring availability, performance, or functionality, or for any other benchmarking or competitive purposes.

 

1. Definitions

"Affiliate" means any entity or individual controlling, controlled by or under common control of a Party to this Agreement, where, for the purpose of this definition, “control” means the power to direct or cause the direction of the management and policies of such entity or individual, whether by contract, through ownership of voting securities, or otherwise.

"Authorized User" means an individual user of Customer (or its Affiliate), including without limitation any third party whose trading, gifting, donation and/or other activity Customer (or its Affiliate) tracks or is required to track, by policy, or applicable law.

"Authorized User ID" means the unique identifier or code assigned to an Authorized User for the purposes of that Authorized User accessing the Services.

"Customer" means the legal entity represented on the Order Schedule.

"Data Storage Limit" means the maximum level of data storage, if applicable, as set out in the Order Schedule.

"Deliverables" means, in respect of an Order Schedule, any materials, items, documents or deliverables prepared by or on behalf of Comply, or otherwise delivered to Customer, as part of the provision of the Professional Services

"Documentation" means the document made available to the Customer by Comply which sets out a description of the Services and the user instructions for the Services.

"Fees" means the fees and charges specified in the Order Schedule and any other amounts payable to us under this Agreement.

"Malicious Code means any “back door”, “drop dead device”, “time bomb”, “Trojan horse”, “virus”, “worm”, “spyware”, “adware”, or similar harmful code that damages, halts, disables, or interferes with, or provides unauthorized access to the Services or the system, network, or infrastructure upon or within which the Services are stored or installed.

"Order Schedule" means the document used to order the Services, as agreed with us, which identifies the applicability of these Terms and Conditions.

"Parties" means the entities listed on the Order Schedule.

"Professional Services" means, in respect of an Order Schedule, the professional and other services to be provided by Comply to Customer under the Order Schedule (as set out in the Order Schedule) and all ancillary services thereto.

"SaaS" means software-as-a-service;

"SaaS Services" means the provision of software to Customer (for access and use by Customer and its Authorized Users) on a SaaS basis subject to and in accordance with the provisions of this Agreement.

"Services" means any SaaS and/or Professional Services (including any Deliverables) described in an Order Schedule. For the avoidance of doubt, any other services provided by us shall be subject to separate terms and conditions.

"Usage Limit" means the maximum usage in the Initial Term or Renewal Term (as applicable) as set out in the Order Schedule.

"User Data" means any data or information uploaded, entered into or stored in the Services by or on behalf of an Authorized User (e.g., whether manually or through an electronic data feed).

2. Use of Our Services

2.1 Services. We shall make available, and Customer shall have the right to permit its Authorized Users to use, on a limited, non-exclusive, non-sublicensable and non-transferable basis, any Services (and accompanying Documentation) ordered under a mutually executed Order Schedule for the term of such Order Schedule, subject to Customer's compliance with this Agreement. Customer must provide all reasonably requested information and assistance, understanding that: (a) our ability to deliver the Services may be delayed or affected if such support is not provided; and (b) we are not liable for any resulting delays or issues.

2.2 Use of Services and Authorized Users. Customer shall (and shall ensure all Authorized Users shall) use the Services and any User Data in compliance with all applicable laws, rules, and regulations. Customer shall be responsible for: (a) each Authorized User’s compliance with the terms of this Agreement; (b) ensuring the accuracy and quality of User Data, (c) determining the appropriate level of access to the Services for each Authorized User and configuring their Authorized User IDs accordingly; (d) providing Comply with all necessary co-operation and access to such information as may be reasonably required by Comply in order to provide the Services; (e) obtaining and maintaining all necessary licences, consents, and permissions necessary for Comply, its contractors and agents to perform their obligations under this Agreement, including the Services; (f) ensuring that its network, browsers and systems comply with the relevant specifications provided by Comply from time to time; and (g) procuring and maintaining its network connections and telecommunications links from its systems to Comply's data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Customer's network connections or telecommunications links or caused by the internet.. Authorized Users shall maintain as personal and confidential their respective Authorized User IDs and passwords, and shall not transfer, share, or reveal either to any other person. Customer shall obtain from Authorized Users any consents required to access, use, and/or review their User Data in connection with any Services and shall indemnify, defend, and hold us harmless from and against any claims, damages or losses related to such Authorized User consents. Customer shall use reasonable security precautions to prevent unauthorized access to or use of the Services and shall immediately notify us of any such unauthorized access or use.

2.3 Acceptable Use. Customer shall not: (a) reverse engineer, decompile, disassemble or apply any process, technique, or procedure, or make any attempt to ascertain or derive the source code to, or otherwise access the Services, or any product or other data, materials, item, system or technology owned or licensed by us (including the Documentation); (b) modify, interfere with, or disrupt the integrity or performance of any part of the Services or information contained therein, or (c) attempt to gain unauthorized access to the Services and/or any related networks or systems; (d) use or permit Authorized Users to use the Services to store or transmit any infringing, libelous or otherwise unlawful or tortious material; unlawful, tortious, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or which depicts, facilitates, or promotes illegal activity, sexually explicit images, unlawful violence or which is discriminatory or otherwise is illegal or causes damage or injury to any person or property; (e) use or permit Authorized Users to use the Services to store or transmit any Malicious Code; (f) sell, resell, rent, lease, distribute, or otherwise use the Services (in whole or in part) for the benefit of a third party or permit any Authorized User to do so; (g) use any data mining, web crawlers, robots or other computer programs, applications, techniques, processes or methodology, whether automated or not, to access, extract, copy, or monitor content from the Services; (h) undertake any penetration testing on the Services without authority or consent from Comply; or (i) use or permit Authorized Users to use the Services in a manner that exceeds any additional restrictions or limitations described in an applicable Order Schedule. Customer may not offer, enable or attempt to assist any third parties (other than its Authorized Users) to use the Services, display on any website or otherwise publish any content obtained from the Services, or otherwise generate income from or use the Services for the development, production, or marketing of a service or product substantially similar to, or which competes with, the Services.

2.4 Customer represents and warrants that it is not and will not be an individual or entity (a) an located, ordinarily resident, or organized in any country or territory subject to comprehensive, government-wide, or broad sectoral sanctions or that is designated as a state sponsor of terrorism (currently consisting of Belarus, Cuba, Iran, North Korea, Russia, Syria, Venezuela, and the Crimea, Donetsk, and Luhansk regions of Ukraine (together, “Sanctioned Countries”), (b) designated on the U.S. Department of the Treasury’s List of Specially Designated Nationals and Blocked Persons or the U.S. Department of Commerce’s Entity List, Military End-Users List, Denied Persons List, or Unverified List, (c) owned 50 percent or greater or otherwise controlled by the persons described in (a) and (b), or (d) acting for or on behalf of, or using the Services for the benefit of or to conduct business with or involving, the persons described in (a)-(c).

2.5 Non-compliance. In addition to any other rights and remedies available, in the event we reasonably suspect any violation of the terms of this Section 2, we may suspend access to the Services and/or disable any relevant Authorized User's access to, or use of, the Services upon notice to Customer, and the Parties shall cooperate with one another in an effort to identify and resolve any such violation. Fees shall remain payable during any period of suspension notwithstanding that Customer or some or all of the Authorized Users may not have access to the Services.

2.6 Use of Content. Customer acknowledges that neither we nor any of our Affiliates is a consumer reporting agency as defined by the Fair Credit Reporting Act, and Customer must not use any of the information, data or other content made available to Customer through the Services ("Content") to determine a consumer’s eligibility for: (a) credit or insurance for personal, family, or household purposes; (b) employment; or (c) a government license or benefit.  Customer must not use the Content in connection with a credit valuation as an investor or servicer or a business transaction that is initiated by a consumer. Customer shall indemnify, defend, and hold us harmless from and against any claims, damages or losses related to any actual or alleged violation of the foregoing.

3. Term and Termination

3.1 Term. The initial term of any Services shall be as stated in the Order Schedule pursuant to which such Services were purchased ("Initial Term”), and unless such Order Schedule says otherwise it will automatically renew for additional one (1) year periods (each a "Renewal Term”), unless: (a) either Party gives the other Party at least sixty (60) days’ written notice prior to the start of the next Renewal Term of its intent not to renew such Order Schedule; or (b) this Agreement and/or the Order Schedule is terminated in accordance with this Section 3. If Customer wishes to reduce the quantity of Services or number of Authorized Users, it may only do so as at the start of the next Renewal Term and must give Comply at least 30 days prior notice in writing of the same.

3.2 Termination for Material Breach. Either Party may terminate this Agreement if the other Party has committed a material breach of the Agreement and (if the breach is capable of remedy) has failed to cure such breach within thirty (30) days of receiving written notice of such breach, or, for non-payment of Fees due hereunder, within seven (7) days of receiving written notice of such breach.

3.3 Termination for Insolvency. Either Party may terminate this Agreement upon notice, if the other Party: (a) is declared insolvent by a court of competent jurisdiction; (b) undergoes any procedure for the suspension of payment; (c) makes a general assignment for the benefit of creditors; or (d) files or has a petition for bankruptcy, reorganization, dissolution, or liquidation filed against it.

3.4 Effects of Termination. Upon the termination of this Agreement and/or any Order Schedule: (a) Customer's and Authorized Users’ rights to access and use applicable Services shall cease immediately, and Customer shall procure that each Authorized User shall stop using the Services; (b) all rights granted by us under the Agreement shall terminate; and (c) except for termination resulting from our material breach, any unpaid Fees shall become immediately due and payable and Customer shall not be entitled to any refund or discount of Fees paid for any parts of any period during which the Services cease to be provided and Customer will immediately pay any Fees that would otherwise have been payable for the duration of the term of the applicable Order Schedule(d) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party (and Customer acknowledges that Comply shall have the right following any such termination to enter upon the Customer’s premises for the purposes of removing such equipment, property, Documentation and other items (and all copies of them) belonging to Comply); and (e) Comply may destroy or otherwise dispose of any of the User Data in its possession unless Comply receives, no later than ten days after the effective date of the termination of this Agreement, a written request from Customer for the provision to Customer of secure copies of all User Data.  Where this Agreement is terminated by Customer due to Comply's breach, Comply will promptly refund to Customer on a pro-rata basis for any unused proportion of Fees paid in advance. Customer shall be responsible for exporting any and all Confidential Information and/or User Data stored in the Services prior to the effective date of any termination of Services. Termination of the Agreement shall not affect any accrued rights and liabilities of either Party at any time up to the date of termination and shall not affect any provision of the Agreement that is expressly or by implication intended to continue beyond termination.

4. Payment

4.1 Fees. The Fees and any other charges (including expenses) expressly agreed between the Parties in writing shall be paid by Customer at the rates and in the currency and manner described in the Order Schedule.

4.2 Timing. Unless otherwise specified in an Order Schedule, we shall be entitled to invoice Customer on signature of the relevant Order Schedule and annually thereafter, and the invoices shall be paid within 30 calendar days of the date on the invoice.

4.3 Additional Fees. Where Services are limited to an express number of Authorized Users, Customer agrees that any access or use of such Services by more than the contracted number of Authorized Users shall be subject to Customer's payment of additional Fees, subject to Section 12 hereunder.

4.4 Late Payments. Any invoice that remains past due for more than thirty (30) days will accrue a late payment fee of the lower of 1.5% of the outstanding balance per month or the maximum amount permitted by law, calculated from the date on when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgment.  If Comply has not received payment within thirty (30) days after the due date of the invoice, and without prejudice to any other rights and remedies of Comply, Comply may, without liability to Customer, disable the password, account and access of Customer and any Authorized User to all or part of the Services and Comply shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

4.5 Credit Cards, ACH Payments. If Customer wishes to pay any portion of its obligation by credit card or Automated Clearing House ("ACH"), the credit card or ACH information must be entered into through our designated secure online portal, the address of which will be sent to the e-mail address provided by Customer. Once established, Customer agrees that we may charge to this credit card or ACH any Services payment to be made pursuant to this Agreement. Additionally, unless otherwise prohibited by law or payment card terms, we reserve the right to charge additional fees, convenience fees, surcharges and/or offer cash discounts to offset and address the additional costs associated with Customer’s selection of a credit card for payment. Customer shall maintain a valid, accurate, and up-to-date payment method through the portal, updating applicable Customer information during the term of this Agreement.

4.6 Taxes. Fees described in any Order Schedule are exclusive of any taxes, levies, duties, or other governmental assessments of any nature including, but not limited to value added, sales, use, excise, and withholding taxes, assessable by any foreign, federal, state, or local jurisdiction ("Taxes”).  Customer is responsible for the payment of any Taxes arising out of or otherwise related to Customer's receipt and use of the Services, other than taxes relating to our income. We shall invoice Customer for any Taxes we are authorized or required to collect related to the Services unless Customer provides a valid tax exemption certificate for the appropriate taxing authority.

4.7 Price increases. Unless a specific price increase is set out in Customer’s applicable Order Schedule, Comply shall be entitled to increase the Fees for any and all Services at any time on no less than 30 days’ prior notice and no more than once every 12 months.

4.8 Usage Limit and Data Storage Limit. If at any time whilst using the Services, Customer exceeds the Usage Limit and/or the Data Storage Limit, Comply shall charge Customer, and  Customer shall pay Comply's then current excess usage and/or data storage fees as appropriate.

5. Data Privacy and Security

5.1 Data Privacy and Security. Comply's Data Processing and Data Security Exhibit (currently located at https://www.comply.com/dpasecurity-exhibit) is incorporated into this Agreement and is subject to change from time to time. Comply shall deploy commercially reasonable safeguards to protect and secure from destruction, loss, alteration, or misappropriation any User Data stored within our Services.  The specific methods used may vary from time to time, and we do not represent or warrant that such security measures will be infallible.

5.2 Security Incidents. In the event of any unauthorized and/or unlawful access, use, disclosure, destruction, or loss of User Data stored in our systems used by Customer in accordance with the terms of this Agreement (a "Security Incident”), we will: (a) within 72 hours, notify Customer (using the details identified in the applicable Order Schedule) by email or other means; (b) cooperate, in accordance with applicable law, with federal or state agencies investigating a Security Incident; and (c) investigate the nature of the Security Incident.

5.3 Security Compliance. Customer and Customer's Authorized Users shall comply with any access and security requirements related to the Services, and shall not attempt to in any way circumvent, work around, interfere, block, or avoid our security precautions.

6. Confidential Information

6.1 For the purposes of this Agreement, "Confidential Information” means all information disclosed by or to which access is given by a Party (each a "Disclosing Party”) to the other Party (each a "Receiving Party”) that is marked or otherwise identified as confidential, or which a reasonable person would understand to be confidential given the nature of the information, regardless of whether such information is disclosed orally, visually, and/or in writing. Confidential Information includes, but is not limited to, the terms of this Agreement, the Services, the Fees, our databases, and any residuals, transactional data, patents, copyrights, trade secrets, and other proprietary rights in or related to any Services, programs, applications, and information owned, developed, created, or licensed by us. Confidential Information of either Party shall also include, but not be limited to, any financial information, business and marketing plans, technology and technical information, formulas and algorithms, and any product plans and designs.  Confidential Information includes any copies of the foregoing. Confidential Information shall not include any information that: (a) the Receiving Party independently develops; (b) was lawfully known by the Receiving Party prior to being disclosed by the Disclosing Party without an obligation of confidentiality to any third party; or (c) becomes available to the public other than as a result of a Party’s breach of this Agreement.

6.2 Protection of Confidential Information. The Receiving Party will: (a) protect the Disclosing Party’s Confidential Information from unauthorized dissemination and use the same degree of care it uses to protect its own Confidential Information but, in any case, no less than reasonable care; (b) use the Disclosing Party’s Confidential Information solely to fulfill its obligations under this Agreement; (c) limit disclosure of the Disclosing Party’s Confidential Information to those of its affiliates, employees, contractors and representatives who: (i) have a need to access such Confidential Information in connection with the Receiving Party’s obligations under this Agreement, and (ii) are subject to written obligations of confidentiality at least as protective of the Disclosing Party’s Confidential Information as the terms of this Agreement.  Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information if it is compelled to do so by law, provided it gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) in order to allow the Disclosing Party an opportunity to prevent such disclosure.

6.3 Injunctive Relief. The Parties acknowledge that any unauthorized use or disclosure of a Disclosing Party’s Confidential Information may cause the Disclosing Party to suffer irreparable harm, for which damages would not be adequate. Accordingly, the Parties agree that the Disclosing Party shall be entitled to seek injunctive relief from a court of competent jurisdiction to prevent the Receiving Party from breaching or continuing to breach its obligations under this Section 6.  Any such injunctive relief shall be in addition to any other remedies at law or equity available to Disclosing Party.

6.4 Destruction or Return of Confidential Information. Upon termination of this Agreement, each Receiving Party shall destroy or return to the Disclosing Party all the Disclosing Party’s Confidential Information, provided, the Receiving Party shall have the right to maintain a copy of the Disclosing Party’s Confidential Information in order to comply with its obligations under this Agreement and applicable laws and record retention policies.

6.5 Term of confidentiality obligations. The obligations under this Section shall survive the termination of this Agreement for a period of five years thereafter.

7. Proprietary Rights

7.1 Rights in Customer's Confidential Information and User Data. Except for the limited rights set forth hereunder, Customer retains all right, title, and ownership of Customer's Confidential Information and User Data. Customer hereby grants to Comply a non-exclusive, non-transferable, royalty-free license for the duration of this Agreement to use any of Customer's Confidential Information, User Data or any other material that Customer makes available to Comply solely for the purpose of providing the Services.

7.2 Rights in the Services. We and our licensors reserve any and all right, title, license and ownership of any copyrights, patents, trademarks, trade secrets and other intellectual property rights in and to the Services themselves including, without limitation, any configuration, modification, adaptation, improvement, development, customization, or derivative thereof, and any Deliverables or other data and information contained or otherwise distributed through the Services (other than, for the avoidance of doubt, User Data). To the extent that Customer, any of its Affiliates or any person acting on its or their behalf acquires any intellectual property rights in any part of the Services, Customer hereby assigns or procures the assignment of such intellectual property rights (including by way of present assignment of future intellectual property rights) to us or such third party as we may elect.  Customer shall execute all such documents and do such things as we may consider necessary to give effect to this Section 7.2.

7.3 Collection and Use of Data. We may, subject to our Privacy Policy and applicable data privacy laws, collect and use anonymized information and data (including metadata) related to Customer's and Customer's Authorized Users’ use of the Services for the purposes of: (a) performing, evaluating, enhancing, and improving Services; (b) enforcing our terms and policies and keeping our Services safe; and (c) testing and developing new Services. Where we have implemented AI, we use Customer's data to help improve our models, leading to better accuracy, problem solving, and a smoother, more efficient customer experience for Customer. Subject to applicable laws, we may collect and generate data derived from Customer's use of the Services, including trading activity data, provided that such data is: (i) aggregated with data from other customers; and (ii) anonymized so that it does not identify Customer, Customer's Authorized Users, or any of their customers ("Aggregated Data”). We shall retain all right, title, and interest in and to such Aggregated Data and may use, disclose, and license such Aggregated Data to third parties for any lawful business purpose, including but not limited to analytics, benchmarking, and the development or improvement of products and services. Customer hereby grants us a non-exclusive, royalty-free, transferable, perpetual, irrevocable, worldwide right to use, copy or otherwise utilize, any Aggregated Data in accordance with this Section, and to improve our products and services (including improving the Services and combining with other data sets). Any intellectual property rights in data, analysis, outputs, and improvements derived from such use by us shall be owned by us.

7.4 Third Party Terms.  Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products, software and services from, third parties via third-party websites and that it does so solely at its own risk. Comply makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Comply. Comply recommends that Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Comply does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.  Customer understands and agrees that certain data used by us in performing the Services may be licensed from third parties and that such data is subject to the Mandatory Third-Party Terms and Conditions (currently located at https://www.comply.com/third-party-terms-conditions/).

7.5 Comply may use any feedback and suggestions for improvement relating to the Services provided by Customer or any Authorized User without charge or limitation and such feedback shall not be deemed confidential information.

7.6 Customer shall not access all or any part of the Services in order to build a product or service which competes with, or is intended to be used in place of, the Services.

7.7 This Section 7 shall survive termination of this Agreement.

8. Warranties

8.1 Services Warranty. We warrant that the Services shall be delivered to Customer in a professional and workmanlike manner.

8.2 DISCLAIMER. EXCEPT AS SET FORTH IN SECTION 8.1, THE SERVICES ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW INCLUDING, WITHOUT LIMITATION, WARRANTIES OR OTHER TERMS AS TO SUITABILITY, MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS. WE DISCLAIM ANY REPRESENTATION OR WARRANTY THAT THE SERVICES WILL BE DELIVERED FREE OF ANY INACCURACIES, INTERRUPTIONS, DELAYS, OMISSIONS OR ERRORS ("FAULTS”), OR THAT ALL FAULTS WILL BE CORRECTED. WE SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM ANY SUCH FAULTS.

8.3 RESULTS. WHERE DATA IS ENTERED INTO THE SERVICES BY CUSTOMER AND/OR AUTHORIZED USERS, CUSTOMER ASSUMES SOLE RESPONSIBILITY, OBLIGATION, AND RISK AS TO THE SUITABILITY AND RESULTS OBTAINED FROM USE OF THE SERVICES, AND ANY DECISIONS MADE, ADVICE GIVEN, OR ACTIONS TAKEN BY ITSELF OR THIRD PARTIES BASED ON THE INFORMATION CONTAINED IN OR GENERATED BY SUCH SERVICES.

 

9. Indemnities

9.1 Infringement. We shall indemnify, defend and hold Customer harmless from and against any damages awarded to a third party by a court of competent jurisdiction, settlements, and/or reasonable attorney’s fees and court costs, arising from a claim by such third party that Customer's use of the Services infringe such third party’s valid copyright or patent ("IP Claim"), except to the extent such claim is the result of: (a) any modification of the Services (or any part) without our express written approval; (b) Customer's improper or unauthorized use of the Services; (c) Customer's use of the Services in a manner in which they were not designed to perform; (d) any use of materials not provided by us or those provided by Customer; (e) any User Data; (f) any breach of this Agreement by Customer; or (g) any use of the Services (or any part) in combination with any software, hardware, or data that has not been supplied or expressly authorized by us.

9.2 Indemnity Process. The indemnity herein is subject to Customer: (a) promptly (and in any event within 10 days) notifying us of any IP Claims that might trigger our indemnification obligation, and provides full written particulars; and (b) tendering to us full control over the defense of any such IP Claim (including the right to settle), provided we shall be responsible for any monetary obligations in a settlement and shall ensure that any settlement includes a full release and waiver of liability of Customer.  Customer may select its own counsel and participate in its own defense at Customer's own cost.

9.3 Early termination. In the event of an IP Claim, we may elect to terminate this Agreement immediately by written notice and promptly refund to Customer on a pro-rata basis for any unused proportion of Fees paid in advance.

9.4 The foregoing states Customer's sole and exclusive rights and remedies, and Comply's (including Comply's employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

10. Limitation of Liability

10.1 EXCLUSION. EXCEPT FOR DAMAGES ARISING OUT OF A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, NEITHER PARTY NOR ITS SUPPLIERS, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND REPRESENTATIVES (COLLECTIVELY "REPRESENTATIVES”), SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING LOSS OF PROFITS, DATA, REVENUE, OR SAVINGS.

10.2 LIMITATION. REGARDLESS OF LEGAL THEORY, WHETHER IN CONTRACT OR TORT OR OTHERWISE, THE AGGREGATE LIABILITY OF EITHER PARTY OR THEIR REPRESENTATIVES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, SHALL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER UNDER THE ORDER SCHEDULE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEEDING SUCH CLAIM, PROVIDED THAT THIS LIMIT WILL NOT APPLY TO ANY CLAIM FOR UNPAID FEES, OR ARISING OUT OF: (A) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; (B) A PARTY’S INDEMNIFICATION OBLIGATIONS; OR (C) ANY BREACH OF AND/OR OBLIGATIONS UNDER PARAGRAPHS 2.2, 2.3, 2.5, AND 13.1 (CUSTOMER’S CONSULTANTS AND PROCESSORS).

10.3 CLAIM LIMITATIONS. (A) NO CLAIM MAY BE MADE AGAINST US UNLESS WRITTEN NOTICE OF SUCH CLAIM (WHETHER ACTUAL OR POTENTIAL) IS SERVED ON US GIVING REASONABLE DETAILS OF THE CLAIM BY NO LATER THAN THE DATE WHICH IS 1 YEAR AFTER THE DATE ON WHICH THE EVENT OR CIRCUMSTANCES GIVING RISE TO THE CLAIM FIRST AROSE. (B) WE SHALL NOT BE LIABLE FOR ANY CLAIM IF THE ALLEGED BREACH WHICH IS THE SUBJECT OF THE CLAIM IS CAPABLE OF REMEDY AND IS REMEDIED WITHIN 60 DAYS OF THE DATE ON WHICH THE NOTICE IN THIS SECTION 10.3(A) IS RECEIVED BY Comply. (C) THE PERIOD IN WHICH CUSTOMER CAN BRING A CLAIM AGAINST US SHALL BE LIMITED TO 2 YEARS FROM THE DATE ON WHICH THE EVENT OR CIRCUMSTANCES GIVING RISE TO THE CLAIM FIRST AROSE.

10.4 Additional exclusions. The limitation of liability set forth in Sections 10.1 and 10.2 shall not apply to: (i) death or bodily injury caused by negligence; or (ii) any other liability that cannot be lawfully limited or excluded.

10.5 Authorized Users. For the avoidance of doubt, Customer will be liable to us for any and all losses, damages and the like resulting from any breach of this Agreement by an Authorized User.

 

11. Miscellaneous

11.1 Entire Agreement, Conflict. The Agreement constitutes the entire agreement between us and Customer with respect to the Services, and shall supersede and prevail over all other agreements, proposals, and representations, written or oral, regarding the subject matter hereof. In the event of a conflict between the terms of this Agreement and/or the documents referred to therein, the following order of priority shall prevail (in descending order of priority): (i) Order Schedule; and (ii) these Terms and Conditions.

11.2 Variation. We reserve the right to modify, update, or amend the terms of this Agreement from time to time at our sole discretion (a) to comply with applicable law; (b) to reflect an improvement or update to the Services; or (c) as reasonably necessary for the continued operation of the Services. Any such changes shall be made available to Customer at https://www.comply.com/terms-conditions-2 and shall become effective upon the commencement of the next Renewal Term after implementation. Continued use of the Services following upon the commencement of the Renewal Term shall constitute acceptance of the amended terms but if the Customer reasonably considers that a variation has a material adverse impact on its rights under the Agreement, it may terminate the Agreement in accordance with Section 3.1.

11.3 No Advice. Customer acknowledges and agrees that we do not provide financial, legal, or other professional advice. Customer acknowledges and agrees that they should seek the services of a competent profession if financial, legal, or other professional advice is required. Customer understands and agrees that the Services are provided for informational purposes only and that, neither the Services nor anything posted or generated therein shall be construed as legal, tax, financial or other advice, or as a solicitation, recommendation, endorsement or offer by us, our officers, employees, subsidiaries, or affiliates to buy or sell any security or other financial instrument.

11.4 Third Parties. A person who is not a party to this Agreement shall not have any rights to enforce any of its provisions and there are no third party beneficiaries to this Agreement (including Authorized Users), except that a third-party supplier of software, data or other services (as referenced in the Mandatory Third-Party Terms and Conditions) may enforce the Mandatory Third-Party Terms and Conditions against you as they relate to such third-party. To the extent any Authorized Users are employees of Affiliates, contractors, or other third parties are authorized to use the Services as Authorized Users (collectively, "Other Entities”), Customer shall ensure that any such Other Entities comply with this Agreement and shall be jointly and severally liable with the Other Entities for any non-compliance by such Other Entities. In addition, any and all claims under this Agreement must be brought by Customer and Customer will indemnify us against claims by any Other Entities.

11.5 Waiver. The waiver by a Party of any right or failure or delay to seek a remedy in a given instance will not affect that Party’s rights or ability to seek a remedy in other instances. If Customer breaches this Agreement and we take no action, or if we delay in taking action, that does not mean that we have waived our rights and shall be entitled to exercise its rights and remedies.  If we do waive a breach by Customer, we will only do so in writing (signed by one of our officers or directors), and that shall not mean that we will automatically waive any later breach by Customer.  A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

11.6 Notice. Except as otherwise expressly set forth hereunder, all notices, permissions and approvals must be in writing sent to the Parties’ respective addresses first set out in the Order Schedule, and shall be deemed to have been given upon: (a) personal delivery; (b) the second business day, if sent by USPS Certified Mail (or its local equivalent); or (c) the time of transmission (or if this time falls outside of 9.00am – 5.30pm in the place of receipt, the email shall be deemed received at 9.00am on the next business day), if sent by email, provided a copy is also sent via reputable overnight courier.  For us, all notices shall be sent to 950 N. Glebe, Suite 810, Arlington, VA 22182 to the attention of the Chief Financial Officer, with a copy to the Chief Legal Officer, and/or to notices@comply.com.

11.7 Assignment. Neither Party may assign its rights under this Agreement without prior written consent from the other Party, which will not be unreasonably withheld or delayed, provided, however, that no such consent is necessary for either party to assign its rights under this Agreement to an Affiliate or in, or as part of any merger, acquisition, corporate reorganization, or sale of its assets or voting shares.  Notwithstanding the foregoing, Comply may, without the consent of Customer, subcontract the performance of its obligations under this Agreement.  For the avoidance of doubt, third party hosting providers shall not be considered subcontractors hereunder.  Any assignment in contravention of the foregoing shall be deemed null and void. Any assignment permitted hereunder shall bind and inure to the benefit of the Parties, their respective successors, and assigns.

11.8 Export Compliance. Customer understands that the Services and/or information contained therein may be of a controlled nature that is subject to export laws and regulations, including those of the U.S. Export Administration, U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and any Executive Orders ("Export Controls”). Customer represents that it is not on any denied-party list and further agrees that it will not export, directly or indirectly, re-export, divert, or transfer the Services or any materials, items or technology relating to the Services, us or our suppliers to any destination, company or person restricted or prohibited by Export Controls. As defined in FAR section 2.101, the services and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

11.9 Enforceability and Survival. If any provision of this Agreement is deemed illegal or unenforceable, that provision may be modified to the minimum extent necessary and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law or, if impractical, severed and the remainder of this Agreement will remain in full force and effect. Sections 4 (Payment), 5 (Data Privacy and Security), 6 (Confidential Information), 7 (Proprietary Rights), 10 (Limitation of Liability), and 11 (Miscellaneous) will survive the termination or expiration of this Agreement.

11.10 Independent Contractor. We are and will at all times act as an independent contractor with respect to Customer.  Nothing in this Agreement will create or constitute any employment, agency, partnership, or joint venture arrangement by or between the Parties.

11.11 Publicity. We may use Customer's name and logo in any media to identify Customer as our customer. We agree to adhere to Customer's reasonable instructions as to the form and manner in which Customer's logo may be used.    Comply may issue a press release announcing this Agreement once it has been signed, the content of such press release to be agreed in advance in writing with the Customer (the Customer’s agreement not to be unreasonably withheld or delayed).

11.12 Force Majeure. Neither Party will be responsible for any failure to perform under this Agreement (other than a Party’s payment obligations), if it is prevented or delayed in performing its obligations by strikes, riots, acts of war, terrorism, earthquakes, floods, fire or other natural disasters, or pandemics, epidemics, or comparable events outside of a Party’s reasonable control (each a "Force Majeure Event”); provided the Party subject to the Force Majeure event notifies the other Party and uses commercially reasonable efforts to mitigate the effect of the Force Majeure Event.

11.13 Voluntary Agreement.  In making this Agreement, the parties, who are sophisticated with respect to contents herein, including the Term of this Agreement as provided in Section 3.1, have had the benefit of the advice of counsel who were voluntarily chosen.  Each party hereby represents, warrants, and agrees that it has carefully read this Agreement and fully understands its contents. Each of the signatories to this Agreement represents that they have read it, have consulted with counsel regarding its terms, and that they are duly authorized, and has the full legal right, to execute this Agreement on behalf of the party which executed it, in the capacity stated herein.

11.14 Choice of Law; Jurisdiction; Venue. This Agreement shall be governed by the laws of:

(a) the state of New York, excluding its conflicts of law principles, if Customer contracts with Comply Technologies, Inc. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the Parties shall use their best efforts to settle the dispute, claim, question, or disagreement.  To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties.  If they do not reach such solution within a period of 10 business days, then, upon notice by either Party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules.  The number of arbitrators shall be three.  The place of arbitration shall be New York, New York.  The arbitrators shall award to the prevailing party, if any, as determined by the arbitrators, its reasonable costs and expenses, including attorneys' fees.  Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction; and
(b) England and Wales (excluding its conflicts of law principles to the extent they would require application of the law of another jurisdiction), if Customer contracts with Comply Technologies Limited. To the fullest extent permitted by law, the courts of England and Wales shall have the exclusive jurisdiction and venue for any legal proceeding relating to this Agreement, and each party waives any objection of forum non-conveniens or other objection to such venue. The prevailing party in any action will be entitled to reasonable attorney fees and court costs in enforcing its rights hereunder.

11.15 Severance. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

11.16 Non Solicitation. Customer shall not, during the Initial Term or any Renewal Term and for a period of 12 months following the termination of this agreement (howsoever arising) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of Comply any employee of Comply who is employed or engaged in the provision of the Services (or any part thereof). If the Customer commits any breach of this clause the Customer shall, without prejudice to any other rights or remedies of Comply, on demand, pay to Comply a sum equal to one year's basic salary that was payable by Comply to that employee, together with the recruitment costs incurred by Comply in replacing such employee.

11.17 Any notice required to be given under this agreement shall be in writing and shall be delivered via email, by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. Notice sent by email shall be deemed to have been received on manual acknowledgement of receipt only.

11.18 No Partnership or Agency: Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

12. Authorized User and Account Growth

12.1 Growth. We understand that Customer may require additional subscriptions to Authorized Users, accounts, monitored individuals, and/or monitored entities as Customer expands its business, including through any acquisition, merger, change of control (by operation of law or otherwise), joint venture, or other combination of Customer with a third party (including an Affiliate) (collectively, "Growth”). If the number of actual usage numbers due to Growth is larger than the 'Minimum Units' indicated in the Order Schedule ("Growth Users” or "Growth Accounts,” as applicable), the total Fees shall be increased by an amount equal to the number of Growth Users and/or Growth Accounts, as adjusted in accordance with Section 4.3 ("Growth Fees”). We shall be entitled to invoice Customer for the additional Growth Fees and such charges shall be prorated for the remainder of the current billing period. The number of Authorized Users, accounts, and Fees (including any Growth Fees) will not be adjusted downward during a contract year if the number of Authorized Users and/or accounts should decrease during such contract year for any reason.

13. Customer's Consultants and Processors

13.1 Processors. We acknowledge that Customer has or may enter into a service agreement with a third party (the "Processor”) pursuant to which the Processor provides consulting services related to information and data contained in the Services and which may require Processor to access the Services. Subject to Customer's compliance with this Agreement, we hereby grant to Customer permission to appoint one or more Processors to access the Services for the sole purpose of supporting Customer's use of the Services; provided that: (i) the Processor agrees in writing to comply with the terms and conditions of this Agreement; (ii) Customer shall be liable for the acts and omissions of the Processor as if they were its own; and (iii) Customer shall report to us at least annually or upon our request the identity of any Processor(s) accessing the Services.  We shall have the right to review Customer's written agreements with Processors for the sole and limited purpose of auditing compliance with the terms of this Section 13.

13.2 Indemnity. Customer agrees that nothing contained herein is or shall be construed as a grant of any rights to Processor and in no event shall Processor use the Services for Processor’s internal business operations, the operations of any third party, or any benchmarking or competitive advantage. Customer shall be responsible for the acts and omissions of Processor in relation to the Services and shall defend, hold harmless, and indemnify us from any loss, liability, damage, or expense (including reasonable attorney’s fees) arising out of such Processor’s access to the Services.

 

14. Provision of Professional Services

14.1 With respect to each Order Schedule, Comply shall::
(a) provide the Professional Services in accordance with (i) the provisions set out in the Order Schedule (including any timescales set out in the Order Schedule) and the other provisions of this Agreement; (ii) applicable laws; and (iii) in a professional and workmanlike manner; and
(b) as part of the provision of the Professional Services, prepare and deliver the Deliverables that Comply is required to prepare and deliver to Customer subject to and in accordance with the terms and conditions of the Order Schedule, including any minimum requirements (including any minimum configuration requirements) and any descriptions or specifications set out or referred to in the Order Schedule.

15. Regional Amendments

15.1 United Kingdom: In the event Comply Technologies Limited, a UK private limited company (Company Number 09794982) is the Comply legal entity represented on the Order Schedule, the terms above will be amended as follows:

Section 1. For the purposes of the Agreement, the terms “gross negligence” and “willful misconduct” will be defined as follows:

• “Gross negligence” means a failure by a party (by act or omission) to exercise reasonable care and skill in performing or failing to perform an obligation, where such party demonstrates indifference to or a serious disregard for a reasonably foreseeable risk.
• “Willful misconduct” means a deliberate act or omission which is contrary to or goes beyond the conduct to be expected of a party, where such party knows that or is reckless to the fact that such act or omission is contrary to or goes beyond the conduct to be expected of them.

Section 4.4. The terms of Section 4.4 of the Agreement will be deleted in their entirety and replaced with the following: “Any invoice that remains past due for more than thirty (30) days will accrue interest until paid (whether before or after judgment) at a rate of four percent (4%) per annum above the Bank of England base rate.”

Section 10.1. The terms of Section 10.1 of the Agreement will be amended by adding the following to the end of the paragraph: ", GOODWILL OR WASTED EXPENDITURE.”

History:
Last Updated:  March 2026