Terms of Service

These Terms of Service (the "Terms") constitute a binding agreement between you and Compliagence Solutions Inc. ("Compliagence," "we," or "us") with respect to your access to or use of the Service (as defined herein). The Service is offered subject to your acceptance, without modification, of all terms and conditions set forth herein.

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING "I ACCEPT", BY ACCESSING OR USING THE SERVICE OR ANY PORTION THEREOF IN ANY MANNER, OR BY PLACING ANY ORDER, YOU:

ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE, INCLUDING, WITHOUT LIMITATION, THE COMPLIAGENCE PRIVACY POLICY (COLLECTIVELY, THE "AGREEMENT");
AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND
IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THIS AGREEMENT ON SUCH COMPANY'S OR OTHER ORGANIZATION'S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION.

IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS, USE, INSTALL, OR ORDER THE SERVICE (AS DEFINED BELOW).

THIS AGREEMENT REQUIRES THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH THE TERMS OF SECTION 22 (ARBITRATION; JURY WAIVER; CLASS ACTION WAIVER) BELOW.

COMPLIAGENCE MAY REFUSE ACCESS TO OR USE OF THE SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT. THIS AGREEMENT IS VOID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE SERVICE ARE REVOKED IN SUCH JURISDICTIONS.

"You" as used herein means the natural person or entity that has agreed to be bound by this Agreement, including, without limitation, (i) an entity that subscribes to use the Service on a subscription or other basis (a "Subscriber"); (ii) an individual employee or representative of a Subscriber who accesses or uses the Service as an authorized user of a Subscriber (an "Authorized User").

1. The Service

Compliagence operates an online service through its website https://app.compliagence.ai, any subdomains and/or other websites, and any associated mobile or desktop applications (the "Site"), including all features, content, tools, applications, application program interfaces, widgets and other tools and services, including AI Features and AI Technology, included thereby (collectively, the "Service"). The Service provides a compliance management platform that provides regulatory intelligence, gap assessment (operating environment against industry standards/compliance frameworks) and dynamic controls design to address gaps.

You are solely responsible for:

evaluating suitability of the AI Features for Your intended use;
your and your Authorized Users' use and operation of the AI Features in accordance with relevant standards, including accuracy and completeness of user input, ensuring human oversight and monitoring;
evaluating (including by human review) AI Output for accuracy, completeness, and other factors relevant to Your use before using, distributing, or relying on the AI Output; and
your decisions, actions, and omissions in reliance or based on the AI Output.

"AI Feature" means any feature, functionality, or component of the Service that incorporates, uses, depends on, or employs any AI Technology.

"AI Technology" means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment.

"AI Output" means information or other content generated or otherwise output from an AI Feature in response to information, data, materials, text, prompts, images, or other content that is (i) input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available by or on behalf of You or any Authorized User for processing by or through an AI Feature, or (ii) collected, downloaded, or otherwise received by an AI Feature for or on behalf of You or any Authorized User.

2. Scope of Access

The scope of your access to the Service may be determined or otherwise limited by the terms of the applicable Subscription Plan (as defined below) selected by or attributed to you, which Subscription Plan will be identified and described on an order form that incorporates this Agreement, or through such other ordering process (including via a separate agreement and order form) as may be permitted by Compliagence from time to time (an "Order"). Compliagence may choose not to accept Orders at its sole and absolute discretion. For the avoidance of doubt, all Orders accepted by Compliagence shall be subject to the terms and conditions of this Agreement unless otherwise specified in a separate written agreement executed between you and Compliagence.

3. Changes to the Agreement

Compliagence reserves the right to modify or change this Agreement and its terms, as well as the fees and other amounts charged for the Service, at any time and in its sole discretion. Any modifications or changes will be effective immediately upon posting at the Site, unless otherwise specified in the updated Agreement. You waive any right you may have to receive specific notice of any modifications or changes, except as otherwise required by law. Your continued access to and use of the Site and Service confirms your acceptance of this Agreement and any changes or modifications made to the Agreement. You should review this Agreement frequently and ensure you understand all terms, conditions, and policies applicable to your access to and use of the Service.

4. Access to the Service

Service Subscriptions. If you are a Subscriber or Authorized User, the Service is offered on a subscription basis and in accordance with the service plan selected by Subscriber and identified in the Order (a "Subscription Plan"). We may modify, terminate, or replace the Service or any Subscription Plan from time to time in our sole discretion and without prior notice. You should carefully review the scope and limitations of any Subscription Plan prior to placing an Order.
Access Rights. Subject to and conditioned upon Subscriber's compliance with the terms and conditions of this Agreement, Compliagence will provide to Subscriber's Authorized Users access to and use of the Service, in accordance with Subscriber's Subscription Plan and during Subscriber's paid-up subscription period, as set forth in the Order. As between Compliagence and Subscriber, Subscriber shall be responsible for determining the scope and level of each Authorized User's access to the Service; subject, however, to the scope and limitations of the rights granted hereunder. Subscriber may, at any time and in its sole discretion, revoke or limit the access of any Authorized User to the Service. If, at any time, Subscriber ceases to classify an individual as an Authorized User hereunder, all rights of such person to access or use the Service shall immediately cease.
Limitations. The rights granted under Section 4(b) hereof are non-exclusive, non-transferable (except in accordance with Section 24(c) hereof), non-sublicensable, and revocable (in accordance with the terms hereof). Compliagence may suspend or terminate Subscriber's or any Authorized User's access to the Service or any component thereof if Compliagence reasonably determines that Subscriber or Authorized User has violated any term or condition of this Agreement. Subscriber will be liable to Compliagence for any violation of the terms and conditions of this Agreement by Subscriber or any Authorized User.

5. User Accounts

In order to access and use the Service or certain features thereof, you may be required to establish a Compliagence user account (a "User Account"). You must provide true, accurate, current, and complete information related to your User Account, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your User Account, regardless of who conducts those activities. You are responsible for maintaining the confidentiality of any user IDs, passwords and other credentials associated with your User Account, and shall immediately notify Compliagence of any actual or suspected unauthorized access to or use of your User Account or any associated user IDs, passwords, and other credentials. You will cooperate fully with Compliagence and take all actions that Compliagence reasonably deems necessary to maintain or enhance the security of the Service, Compliagence's computing systems and networks, and your access to the Service. Compliagence is not and shall not be deemed liable for any loss or damage to you arising from your (or, if you are a Subscriber, your Authorized Users') failure to comply with this Section 5.

6. Restrictions

You shall not and shall not attempt to (and, if you are a Subscriber, you shall ensure that your Authorized Users do not and do not attempt to):

copy, reproduce, modify, decompile, disassemble, or reverse engineer the Service or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions);
provide any third parties with access to any of the Service, or use any of the Service for time sharing or similar purposes for the benefit of any third party;
remove any copyright or proprietary notices contained in the Service or any output thereof;
breach, disable or tamper with, or develop or use any workaround for, any security measure provided or used by the Service;
access the Service via any bot, web crawler, non-human user, or unpublished or undocumented application programming interfaces (APIs);
use any published Compliagence APIs in a manner inconsistent with their intended purpose, documentation, and policies;
misrepresent your identity;
access or use (or permit a third party to access or use) the Service for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes, including for the purpose of training, developing, fine-tuning, validating, operating, or improving any artificial intelligence, machine learning, large language model, algorithmic model, or similar automated system or service; or
make any use of, or take any other action with respect to, the Site or Service or any component thereof in a manner that violates applicable law, any provision of this Agreement, or, if you are a Subscriber or Authorized User, any professional or ethical rules or guidelines applicable to you.

7. Content From Users

User Content. As between you and Compliagence, you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Content and other information, materials, or content that you (or, if you are a Subscriber, that any of your Authorized Users) upload, import, input, or authorize for upload, importation, or input, to or otherwise in connection with the Service. Without limiting the generality of the foregoing, you shall not (nor, if you are a Subscriber, shall you permit any Authorized User to) upload, import, or input (or authorize the upload, importation, or input of) any User Content or other information, materials or content that:
1. infringes the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party,
2. violates any applicable law,
3. is, or is likely to be considered, immoral, libelous, tortuous, defamatory, threatening, vulgar, or obscene or harmful to minors, or
4. contains any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code.
You acknowledge and agree that Compliagence does not, nor is it obligated to, monitor or police any communications or data, information, materials, or content (including User Content) integrated or imported into or transmitted through the Site or the Service and Compliagence will not be responsible for such data, information, materials, or content (including User Content). For purposes of this Agreement, "User Content" shall mean any data, materials, trademarks, logos, tradenames, or information that you upload, import, or input (or if you are a Subscriber, that any Authorized User uploads, imports, or inputs), including verbally or in audio or visual format, into, through, or in connection with the Site or Service.
Limited License to User Content. Compliagence respects the ownership rights you may have in your User Content. You do, however, hereby agree to grant Compliagence a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, and fully sublicensable right (including any moral rights) and license to use, store, copy, modify, and create derivative works of any User Content to operate, secure, and improve the Service and to make the Service available to Subscribers and Authorized Users. You represent and warrant to Compliagence that you have all rights necessary to grant the rights and licenses granted to Compliagence under this Agreement.

8. User Obligations

You are responsible for your (or in the case of a Subscriber, your Authorized Users') use of the Service and compliance with this Agreement. You agree to:

obtain all third-party consents or approvals that may be necessary for the collection, use, transmission, and uploading of User Content or other content sent to or by means of the Service by you or on your behalf (or, in the case of a Subscriber, by or on behalf of your Authorized Users), and
comply with all applicable laws and regulations with respect to your access to or use of the Service, including without limitation those pertaining to privacy, data security, and publicity.

9. Technical Requirements

You acknowledge and agree that the access to and use of the Service by you (and, if you are a Subscriber, by any Authorized User) is dependent upon access to telecommunications and Internet services. You acknowledge that Compliagence is not responsible for acquiring or maintaining any telecommunications or Internet services or other hardware or software that you (or, if you are a Subscriber, that any Authorized User) may need to access and use the Service, or for any costs, fees, expenses, or taxes of any kind related to the foregoing.

10. Term and Termination

This Agreement shall remain in full force and effect while you use the Service. Compliagence may terminate or restrict your access to any or all of the Service or your User Account, for any reason, and without warning, and Compliagence reserves the right to discontinue or modify any aspect of the Service at any time. Any termination of this Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Upon termination of this Agreement, you will remain liable for any accrued charges and amounts which become due for payment before or after termination and immediately cease to use the Service.

11. Service Fees and Other Charges

Subscription Fees. As consideration for Compliagence's provision of the Service hereunder to Subscriber and its Authorized Users, Subscriber will pay to Compliagence all subscription fees and other amounts in the manner set forth hereunder or in the Order. Unless otherwise expressly established in the Order, the subscription fees and payment terms applicable to the Subscription Plan are displayed at the point of purchase. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 11(c), ALL SUBSCRIPTION FEES ARE NON-REFUNDABLE.
Renewal Terms. If you are a Subscriber, your Subscription Plan will automatically renew for additional subscription terms of the same length upon expiration of your initial subscription term unless and until you cancel your Subscription Plan or we terminate it.
Cancellation. Subject to Section 11(b), you may cancel your Subscription Plan at any time; provided, however, that any such cancellation shall not become effective until the expiration of your then-current subscription term. If you cancel your Subscription Plan, you will continue to have access to the Service in accordance with the terms of your applicable Subscription Plan for the remainder of the then-current subscription term. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11(D) HEREOF, COMPLIAGENCE DOES NOT PROVIDE REFUNDS OR CREDITS WITH RESPECT TO THE SERVICE OR ANY SUBSCRIPTION PLAN, INCLUDING FOR ANY PARTIALLY-USED SUBSCRIPTION TERMS.
Taxes. The fees and other payment amounts specified in this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, "Taxes"). You shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Compliagence's net income.
Free Trials. Your Subscription Plan may include a free trial (a "Trial"). We reserve the right, in our sole discretion, to determine your eligibility for a Trial and to modify the scope and availability of any Trial at any time. If you receive a Trial, you may only use those portions of the Service included in your Trial and only for the duration of that Trial. Upon the expiration of any Trial period, your access to the Service will cease unless you have entered into an Order for a paid subscription in accordance with the terms and conditions of this Agreement.

12. Document Retention; Data Use

Compliagence Obligations. You agree and acknowledge that Compliagence is not a provider of data back-up, archiving, or data retention services. As between you and Compliagence, you are solely and exclusively responsible for the backing up, archiving, and retaining of all User Content or any other of your information, data, or materials, including, without limitation, all reports, assessments, and the like. While Compliagence adheres to reasonable policies and procedures intended to prevent the loss of User Content, including a daily system back-up regime, Compliagence does not make any representations, warranties or guarantees that the User Content or other of your information, data or materials will not be lost, altered, destroyed, damaged, or corrupted. COMPLIAGENCE HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY USER CONTENT.
Data Use Rights. You acknowledge that, in order for Compliagence to deliver the Service at a high level of quality, Compliagence requires the ability to apply its algorithms, know-how and methodology. Accordingly, and notwithstanding anything herein to the contrary and in addition to all other rights granted hereunder, you hereby grant to Compliagence permission to use, on an aggregated and de-identified basis, any User Content or other information that Compliagence learns, acquires, or obtains in connection with this Agreement, for the purposes of providing and improving the Service. You also grant to Compliagence permission to share or publish summary results relating to anonymized research data, market trends, and the like, and to distribute or license such data to third parties.
Use of Name and Logo. Unless you expressly opt out in an Order, you hereby grant to Compliagence the right to use or reference your name, trade name, trademark, service mark, logo, trade device, sales collateral, promotional material, or simulation thereof ("Marketing Materials") to advertise, promote and/or market Compliagence and/or the Services to third parties in advertising, publicity, articles, websites, social media, marketing, promotional or sales collateral materials. Compliagence's use of the Marketing Materials hereunder does not create any ownership right therein and all rights not granted to Compliagence are reserved by you.

13. Electronic Communication

By accepting this Agreement, on behalf of an entity, your behalf, and on behalf of any other persons that you are responsible for:

You consent that Compliagence can communicate with you by phone or electronically via in-app messages, texts, e-mails or any other suitable form of electronic communication ("Messages").
You consent to receiving Messages from Compliagence related to the Service such as but not limited to Messages about access, quality of service, and availability, as well as Messages that are ancillary to the Service, such as but not limited to Messages about new product announcements, product recommendations, and other promotions.
You agree that Compliagence can contact you at any time regarding the Service.
You agree that Compliagence can employ and use automated means and/or a third-party messaging service to send Messages or contact you regarding the Service.
You understand that you can revoke your consent to receiving promotional Messages at any time by updating your notification preferences in the account settings of the Service.
You accept that you are responsible for keeping your contact information up-to-date in the account settings of the Service.

14. Privacy

You acknowledge and agree that all information collected by Compliagence is subject to our Privacy Policy. By accessing or using the Service, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.

15. Intellectual Property

Compliagence Intellectual Property. As between you and Compliagence, the Service, Site, and all software and other technologies embodied in or used to provide the same, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Compliagence or its licensors.
Feedback. To the extent you provide Compliagence with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Site or Service (collectively, "Feedback"), you hereby assign and agree to assign to Compliagence all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that Compliagence will be free to use such Feedback in any manner, including by implementing such Feedback in the Service and/or Compliagence's other technologies, products and services, without compensation or other obligation to you.

16. Third Party Services

The Service may contain links to or otherwise allow you to access third party applications and services ("Third Party Services") that are not owned or controlled by Compliagence. When you access third party websites or Third Party Services, you do so at your own risk. If you enable Third Party Services for use in conjunction with the Service, you acknowledge that Compliagence may allow the providers of those Third Party Services to access or provide User Content as required for the interoperation of such Third Party Services with the Service. Compliagence is not responsible for any disclosure, loss, alteration, destruction, damage, corruption, or deletion of any User Content resulting from any such access by Third Party Service providers.

Compliagence encourages you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each third-party website or Third Party Service ("Third Party Terms") that you visit or from which you access any product or service. Compliagence has no control over, and assumes no responsibility for, the content, accuracy, Third Party Terms, or practices of any third-party website or Third Party Service. In addition, Compliagence will not and cannot monitor, verify, censor, or edit the content of any third-party website or Third Party Service. When you visit or use a third party's website or Third Party Service, you acknowledge that such website or Third Party Service is subject to the applicable Third Party Terms, and you release us from any liability directly arising from your use of such websites or Third Party Service. You acknowledge that we are not responsible for such third parties or their products or services. Any such activities, and any Third Party Terms associated with such activities, are solely between you and the applicable third party.

17. Representations and Warranties; Other Terms

Representations and Warranties. You represent, warrant, and covenant that:
1. You are authorized to use the Service and to access all information and data (including all User Content) that you input or import into the Service, and including any such information or data inputted or imported into the Service by any person you have authorized to use the Service;
2. You own or otherwise have any and all necessary rights in and third party consents relating to such information and data, so that Compliagence's receipt, possession, and processing of such information and data (including any User Content) does not and will not infringe, misappropriate, or otherwise violate the intellectual property rights or any privacy or other rights of any third party or violate any applicable law, rule, or regulation;
3. You are authorized to access the processed information and data (including User Content) that is made available to you through your access to and use of the Service (whether that information and data is your own or that of anyone else); and
4. If you are a Subscriber or Authorized User, you are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to this Agreement, the Service, or the provision thereof.
Other Terms. You also agree and acknowledge that:
1. It is solely your responsibility to determine that the Service meets your needs and/or the needs of your business, as applicable, and is suitable for the purposes for which it is used; and
2. While the Service may be accessed and used in jurisdictions around the world, you acknowledge and agree that availability of the Service, or certain features or functionality, may vary by jurisdiction. Compliagence makes no representation that the Service is appropriate for use in all jurisdictions or that the Service complies with laws applicable outside the United States. By accessing or using the Service, you further represent and warrant that: (a) you are not located in, organized under the laws of, or ordinarily resident in any country or territory that is subject to comprehensive U.S. trade sanctions or embargoes; (b) you are not identified on any U.S. government restricted-party list; and (c) your access to and use of the Service will comply with all applicable laws, rules, and regulations, including applicable export control, sanctions, privacy, and data protection laws.
3. The Service may be subject to United States export control and economic sanctions laws and regulations, and you agree not to access, use, export, re-export, transfer, or make available the Service in violation of such laws or regulations.
4. Compliagence may, at any time and in our sole discretion, limit or restrict access to the Service, in whole or in part, to any person, geographic area, or jurisdiction.
5. If you access or use the Service from outside the United States, your information may be processed and stored in the United States and other countries where Company or its service providers operate.

18. Disclaimer of Warranties

THE SERVICE IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, AND COMPLIAGENCE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. NEITHER COMPLIAGENCE NOR ANY PERSON ASSOCIATED WITH COMPLIAGENCE MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER COMPLIAGENCE NOR ANYONE ASSOCIATED WITH COMPLIAGENCE REPRESENTS OR WARRANTS THAT THE SERVICE OR ANY RESULTS GENERATED FROM THE USE OF THE SAME, WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE OR THE SERVERS THAT MAKE THE FOREGOING AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. AS BETWEEN YOU AND COMPLIAGENCE, YOU ASSUME ALL RISK IN CONNECTION WITH YOUR USE OF, INTERPRETATION OF, AND RELIANCE ON THE SERVICE AND ALL CONTENT AND RESULTS GENERATED THEREBY.

COMPLIAGENCE CANNOT AND DOES NOT CONTROL ACTIONS OF ANY USER. YOU AGREE AND ACKNOWLEDGE THAT COMPLIAGENCE IS NOT RESPONSIBLE FOR, AND SHALL NOT BE LIABLE IN ANY WAY FOR, ANY ACTS OR OMISSIONS OF ANY THIRD PARTY SERVICE PROVIDER OR ANY USER OF THE SITE OR SERVICE.

Some jurisdictions do not allow the exclusion or limitation of certain warranties, so some of the exclusions and/or limitations in this Section 18 may not apply to you.

19. Indemnity

You agree to indemnify, defend, and hold Compliagence and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) your access to and use of (and with respect to a Subscriber, your Authorized Users' access to and use of) the Service and Site, or any violation of this Agreement or applicable law; and (b) any User Content uploaded to, or otherwise made available through, the Service. We reserve the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPLIAGENCE OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICE OR SITE, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF, NOTWITHSTANDING THE PROVISIONS OF THIS SECTION, COMPLIAGENCE IS FOUND LIABLE FOR ANY LOSS OR DAMAGE UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT, IN NO EVENT WILL COMPLIAGENCE'S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO COMPLIAGENCE IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO ANY CLAIM.

If you are not satisfied with the Service, your sole and exclusive remedy is to cancel your subscription (if applicable) and cease all use of the Service. Some jurisdictions do not allow the exclusion or limitation of certain consequential damages, so some of the exclusions and/or limitations in this Section 20 may not apply to you.

You and Compliagence each understand and agree that the disclaimers, exclusions, and limitations in this Section 20 and in Section 18 are essential elements of this Agreement and that they represent a reasonable allocation of risk. In particular, you understand that Compliagence would be unable to make the Site or Service available to you except on these terms and agree that this Agreement will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

21. Help Desk

If you encounter technical problems when using the Service, please email customersupport@compliagence.ai.

22. Arbitration; Jury Waiver; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT IMPACTS THE RIGHTS THAT YOU MAY OTHERWISE HAVE. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH INDIVIDUAL ARBITRATION INSTEAD OF TRIAL COURTS AND CLASS ACTIONS. THIS "ARBITRATION; JURY WAIVER; CLASS ACTION WAIVER" SECTION SURVIVES ANY EXPIRATION OR EARLIER TERMINATION OF THESE TERMS.

Informal Dispute Resolution. As a condition precedent which must be satisfied prior to initiating any arbitration or other action against the other party, both you and Compliagence agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to the Site or the Service, or the breach, enforcement, interpretation, or validity of this Agreement ("Claim"), the party asserting the Claim must first try in good faith to settle such Claim by providing written notice, by first class or registered mail, to the other party describing the facts and circumstances (including any supporting documentation) of the Claim. The party asserting the Claim must allow the receiving party 30 days in which to respond to or settle the Claim.

For purposes of this Section, notices must be sent as follows:

If to Compliagence: to 205 De Anza Boulevard, #228 San Mateo, CA 94402-3989 with a copy emailed to legal@compliagence.ai.

If to you: to your last-used billing address or the billing and/or delivery address listed in your User Account or the email address listed in your User Account.

Arbitration. To the extent you cannot resolve any Claim through the informal dispute resolution procedure set forth above, and except as otherwise set forth herein, a Claim must be resolved through binding individual arbitration. You agree to give up your right to go to court to assert or defend your rights under this Agreement and with respect to any Claim. You and Compliagence each expressly delegate to the arbitrator the authority to determine the arbitrability of any Claim, including the scope, applicability, validity, and enforceability of this arbitration provision.

To begin an arbitration proceeding, you must send a written notice as provided above. You agree that the arbitration will be conducted by the American Arbitration Association ("AAA") pursuant to its Consumer Arbitration Rules ("AAA Rules"), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA's website www.adr.org, or by calling the AAA at (800) 778-7879. In accordance with the AAA Rules, you must also send a copy of your written demand for arbitration to AAA when submitting your request to Compliagence. In the event that the AAA is unable or unwilling to initiate arbitration within fourteen (14) days of receiving a demand for arbitration, arbitration may be conducted by JAMS, Inc. (in accordance with its Streamlined Arbitration Rules & Procedures) or by any other mutually agreeable arbitration administration service. You and Compliagence each agree that this Agreement evidences a transaction in interstate commerce and that this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law and will not be governed by state law. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief to the extent required to satisfy your individual claim, and must follow and enforce this Agreement as a court would. Any arbitration shall be confidential, and neither you nor Compliagence may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.

In lieu of arbitration, and notwithstanding anything in this Section to the contrary, either you or Compliagence may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, but only if it is brought and maintained as an individual claim. Additionally, and notwithstanding anything herein to the contrary, nothing in this Section shall prohibit you or Compliagence from seeking temporary injunctive relief in a court of competent jurisdiction to prevent an imminent or stop an actual breach of this Agreement.

Class Action and Jury Waiver. You and Compliagence each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If a court or arbitrator determines in an action between you and Compliagence that this class action waiver is unenforceable, the arbitration agreement set forth above will be void as to you. If for any reason a Claim proceeds in court rather than through arbitration, you and we each waive any right to a jury trial. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

23. Miscellaneous

Service Availability. You agree and acknowledge that the Site and/or Service may be temporarily unavailable due to maintenance or other development activities. Compliagence will use commercially reasonable efforts to provide you with advance notice of any such unavailability but shall not have any liability to you for any planned or unplanned unavailability or downtime.
Force Majeure. We will not be liable for any delay or failure in the performance of our obligations under this Agreement if the delay or failure is due to any cause outside of our reasonable control.
Assignment. You may not assign or transfer any rights to any other person without Compliagence's prior written consent. Any purported assignment in violation of this paragraph is void and of no effect. Compliagence may freely assign this Agreement without your consent. This Agreement shall be binding on the parties and their permitted successors and assigns. A person who is not a party to this Agreement has no right to benefit under or to enforce any term or condition of this Agreement.
Governing Law and Venue. This Agreement and any dispute or claim arising out of or related to the terms and conditions of this Agreement, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of California, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of California. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts located in San Mateo County.
Notices. Any notice given under this Agreement by any party to another party must be in writing and sent by email, and will be deemed to have been given upon transmission. Notices to Compliagence must be sent to legal@compliagence.ai. Notices to you will be sent to any email address associated with your User Account. For contractual purposes, you consent to receive communications from us in electronic form, including via text message for purposes of our provision of the Service, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Severability and Waiver. If any part or provision of this Agreement is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of this Agreement will continue in full force and effect. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If we waive any breach of this Agreement, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Entire Agreement. These Terms, together with any Order and the Privacy Policy, constitute the sole and entire agreement between you and Compliagence with respect to the subject matter hereof, and supersede and extinguish all prior agreements, representations (whether oral or written), and understandings regarding such subject matter. The provisions of the following Sections of this Agreement will survive any termination of this Agreement: Sections 3, 5 (with respect to the final sentence thereof), 6–8, 10, 11(f), 12, 15–21, and 23–24.

For more information or other questions, please contact our customer support team by email at customersupport@compliagence.ai.