SUBSCRIPTION SERVICES AGREEMENT
CompCompliDox (hereinafter referred to as "COMPLIDOX") offers to you the customer (hereinafter REFERRED to as “you” “your” or “customer”) access to its website and web-based software application (collectively, referred to as the "System") conditioned on your acceptance without modification of this agreement (the "Agreement").
This Agreement governs the use of the products and services provided to you through the system (collectively, the “Services”) provided by COMPLIDOX in accordance with the terms of this agreement and the Customer’s order form (“Order Form”), which is incorporated into and made part of this Agreement. This Agreement will take precedence and will override any online or “click-through” agreement that may be provided in connection with the Services, which will not be given any effect.
1.1 Services. Subject to the payment of all fees for the use of the Services (“Subscription Fees ”) and the other terms set forth in this Agreement, COMPLIDOX grants Customer a non-exclusive, non-transferable, revocable, limited license during the term set forth in the applicable Order Form and any renewal terms (the “Subscription Term”) to access the System and use the Services for its internal business purposes. You agree that COMPLIDOX may provide your Account (as such term is defined below) statements and all messages and notifications to you electronically through COMPLIDOX’s System or via email.
1.2 Additional Services. Once COMPLIDOX has validated and set up your Account, you may order and pay for Services at which time you may be required to certify your compliance with regulations and / or laws applicable to one or more of COMPLIDOX’s Services.
1.3 Data Storage. Subject to your continued payment of all fees when due, COMPLIDOX agrees to store data associated with your Account that you saved prior to your Security Credentials timing-out or logging out of your Account while your Account is active and for a period of thirty (30) days after Account termination. COMPLIDOX is not responsible for any data lost as a result of your failure to save it prior to time-out of your Security Credentials or logging out of your Account. COMPLIDOX shall have neither the obligation to provide data storage services nor any liability for maintenance or destruction of your data upon the expiration of the thirty (30) day period. Accounts may be allocated a maximum amount of storage space in which event your use of excess data storage space may result in additional fees. Should the maximum limit be met, a system generated notification shall be provided with an opt-in / opt-out choice to proceed. CompliDox May retain your data indefinitely if CompliDox deems it necessary for business purposes.
1.4 User Conduct. COMPLIDOX expects users of the System and COMPLIDOX’s Services to interact with COMPLIDOX and each other in a courteous manner and in compliance with all laws. Vandalism, obscene or abusive language, harassment, threats, exploitation of children or abuse of any nature or form on the System including via email, post or other transmission is strictly prohibited. Impersonation of others or misrepresenting your affiliation with COMPLIDOX or another is prohibited. You and every user of the Services is responsible for ensuring that any material uploaded to the System and/or disclose, publicly or privately, with respect to your use of the Services is accurate. COMPLIDOX does not monitor or control such information and therefore cannot guaranty its accuracy, quality or integrity. You may not upload to, distribute or otherwise publish through the System any material that you know is false, misleading, contains viruses or malicious code, defamatory, vulgar, obscene, threatening, libelous, infringes upon another’s proprietary rights is invasive of another’s privacy or publicity rights, hateful, racially or ethnically insulting or which may constitute or encourage a criminal offense, violate any law or another’s rights or otherwise give rise to liability.
2. USE OF THE SERVICES
2.1 Access to the Services. Customer is responsible for obtaining, maintaining, and supporting all internet access, computer hardware, and other equipment and services needed to access the System and Services. As part of the registration process, Customer will create its own username and password for its account on the System (“Account”). Customer will determine the access controls for its employees, contractors and agents who are authorized to use the Services (“Authorized Users”) within the company (each with a user login and password) and Customer will be responsible for the activity occurring under its Account by its Authorized Users (including compliance with this Agreement). Customer will: (i) maintain the accuracy, completeness, and timeliness (within 30 days of any change) of the information provided in the account registration, Order Form, and Authorized Users; and (ii) notify COMPLIDOX immediately of any unauthorized use of its Account or any other known or suspected breach of security. If COMPLIDOX has reasonable grounds to suspect that the information you have provided is or becomes untrue, inaccurate, incomplete, or there is a or possibility thereof of security breach, COMPLIDOX may suspend or terminate your Account and refuse any and all current or future use of the System and/or all or any part of the Services.
2.2 Authorized Users. Authorized User passwords are for named individual Authorized Users and cannot be shared or used by more than one (1) Authorized User; provided, however, Additional User accounts created under a master subscription account (but not passwords) may be reassigned from time to time to new Authorized Users replacing former Authorized Users who have terminated their employment or some other prior relationship with Customer, changed job status or function, or otherwise no longer require use of the Services.
2.3 CompliDox Authorization. When you register, you authorize COMPLIDOX to make any credit, employment and investigative inquiries as may be appropriate, including to consumer reporting agencies, to validate registration information you provide both prior to COMPLIDOX authorizing your Account and from time to time. When prompted, you also agree to execute a separate Background Check authorization, and shall: (i) provide true, accurate and complete information as prompted by the registration form; (ii) at all times have the authority to agree to the terms of Service herein for yourself and on behalf of any business entity for which you register, create one or more Accounts and use the System and Services; (iii) not impersonate or misrepresent your identity, your right to use the applicable registered mobile device(s), credit card(s) or other selected payment option, or permit anyone else to do so; (iv) maintain and promptly update all registration and other Account information to keep it true, accurate, current and complete; and (v) not engage in any harmful or abusive activities that may disrupt the System, its ability to provide and any user’s ability to use the System or violate any laws, rules or regulations.
2.4 Limitations. Customer agrees not to, and will not, allow Authorized Users or any third-party to: (i) use the System and / or Services except as expressly authorized in this Agreement and the Order Form; (ii) resell, sublicense, or otherwise share or commercially exploit the System and / or Services with or for any third party other than as authorized in this Agreement and the Order Form; (iii) alter, modify or create derivative works of the System and / or Services; (iv) decompile, disassemble or reverse-engineer the underlying software that is part of the System and / or Services or otherwise attempt to derive its source code; (v) frame or mirror the System and / or Services; (vi) use the System and / or Services either directly or indirectly to support any activity that is unlawful or illegal; (vii) access the System and / or Services for purposes of monitoring its availability, performance or functionality, or for any other bench-marking or competitive purposes; (viii) interfere with or disrupt the function, security, or use of the System and / or Services or any of the data contained therein; or (ix) attempt to or gain unauthorized access to the System and / or Services or its related systems or networks.
3. PAYMENT TERMS
3.1 Subscription Fees. Subscription Fees for the Services are set forth on the Order Form when you register your Account or as provided hereunder. You agree to pay all registration, periodic, per order and other fees for each of the Services ordered by you or through your Account at the rates designated each time you place an order, plus all applicable taxes. All payment obligations herein are non-cancellable and once paid are nonrefundable and FINAL. invoices are provide via your account portal.
3.2 Payment Terms. Should COMPLIDOX agree in writing to invoice you at the physical or email address provided in your Account registration, you agree to pay all invoices in advance. Fees will be charged to your Account in the currency of the country in which you are located, at the rates as of the date you order the specific Services. Late payment will bear interest at the rate of 1.5% of the overdue balance per month (or the maximum permitted by law, whichever is lower), plus any expenses associated with collections, including attorney fees and costs. All amounts payable to COMPLIDOX under this Agreement will be made without the right of setoff, deduction, withholding or counterclaim.
3.3 Billing Disputes. All billing disputes must be reported to COMPLIDOX in writing within thirty (30) days of the date of the invoice. If COMPLIDOX verifies the billing error, it will credit your Account. COMPLIDOX does not provide refunds of any kind nor does it refund amounts for transactions reflected on your Account statement that are over thirty (30) days old.
4.1 Renewal Terms. The Services will be provided for the Subscription Term. Prior to the end of the Subscription Term, COMPLIDOX may send Customer a notice of the then-current annual Subscription Fees for renewal (a “Renewal Notice”), and Customer will be required to pay such renewal fees on the earlier of the commencement of a new renewal term or as set forth in the Order Form or Renewal Notice. All payment obligations herein are non-cancelable and once paid are nonrefundable and FINAL. currently subscriptions work on a declining balance and must be paid in advance. When your declining balance hits a minimum dollar value, you will be required to add additional subscription funds to your account.
5. CUSTOMER DATA
5.1 Customer Data. Customer will control access to and the use and management of all content, data and information provided through its Account by any Authorized User, or collected or processed by any Authorized User, or otherwise generated in connection with or as a result of Customer’s use of the Services (“Customer Data”) and Customer (and its Authorized Users) are responsible for providing all Customer Data in an appropriate format and otherwise complies with all other terms of this Agreement. Customer is responsible for the accuracy, quality, integrity and legality of the Customer Data and of the means by which Customer (or its Authorized Users) acquired and use the Customer Data. Customer represents and warrants that it and its Authorized Users will abide by all applicable laws and regulations and any other applicable terms and conditions in connection with the access and use of the Customer Data through the Services.
5.2 Data Security. COMPLIDOX will maintain administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of the Customer Data as solely determined by COMPLIDOX. Customer is responsible for properly configuring and using the System and Services and taking appropriate steps to maintain the security of Customer Data.
5.3 Data Access. COMPLIDOX may access Customer Data as necessary to identify or resolve technical problems or respond to problems with the System and Services. Notwithstanding any other provision, COMPLIDOX may disclose Customer Data if COMPLIDOX determines that such action is reasonably necessary: (i) to comply with the law, regulatory requirements, or legal or regulatory process; (ii) to enforce this Agreement; or (iii) to respond to claims that Customer is using the System and / or Services to perform or support activities that violate the law or the rights of others. Unless prohibited by law or legal process, COMPLIDOX will use its commercially reasonable efforts to not disclose Customer Data without giving Customer prior notice of the request for such disclosure and a reasonable period of time to respond to such request.
5.6 Device and Location Data. COMPLIDOX connect will collect and store device and location data during Account registrations, Account renewals, System and Service usage. Device and location data includes, but is not limited to, device model, mac address, IP address, operating system, device name, geo location, device associated phone number, device name, and date and time stamps. Customer agrees not to hide or spoof such information while using the System and / or Services.
5.8 NOTICE TO CALIFORNIA RESIDENTS ABOUT YOUR PRIVACY RIGHTS. COMPLIDOX may share Customer Data for direct marketing purposes. However, you should know that, in addition to the other rights described in this Agreement, if you reside in California, you have the right to request information regarding those third parties, if any, with whom COMPLIDOX may have shared your Customer Data for direct marketing purposes during the past year. You have the right to submit a request to COMPLIDOX at its designated address and receive the following information within 30 days of its receipt of that request: (i) the types of personal information disclosed to third parties during the immediately preceding calendar year, (ii) the names and addresses of third parties that received the personal information, and (iii) if the nature of a third party’s business cannot be reasonably determined from the third party’s name, examples of its products or services. You are entitled to receive a copy of this information in a standardized format. Please note that the information provided will not be specific to you individually. All such requests must be in writing and sent to COMPLIDOX.
6. SUPPORT TERMS
6.1 Support Terms. COMPLIDOX will provide technical support for the Services in accordance with the terms and conditions set forth in Exhibit A (“Support Terms”). Customers requiring additional support services, additional support contacts or support outside of the standard hours may purchase such additional support services from COMPLIDOX, if available.
7.1 Account Termination. You may terminate your Account at any time, subject to payment in full of any and all outstanding fees and charges. Remaining balances will NOT be refunded. COMPLIDOX may retain all account data as described above at its sole discretion. To terminate your Account and access to COMPLIDOX’s System and / or Services at any time, please contact COMPLIDOX Customer Service at support@CompliDoxCompliDox.com. Please note that uninstalling COMPLIDOX’s mobile application (when such mobile application is available to you) from your mobile device will not terminate your Account, your ability to access COMPLIDOX’s System and / or use COMPLIDOX’s Services. COMPLIDOX may suspend or terminate your Account and/or your access to all or any part of the System and / or the Services at any time with or without notice to you if (i) you fail to make any payments when due, (ii) the credit card and/or mobile device associated with your Account is denied, reported lost, stolen, suspended or terminated for any reason and you do not replace it with a new one within a reasonable period of time, (iii) your Account is inactive; (iv) you misuse the System and / or the Services; (v) you misrepresent yourself or commit a fraudulent act or (vi) you fail to comply with this Agreement.
7.2 Suspension of Services. COMPLIDOX reserves the right to suspend Customer’s access to the System and / or Services if Customer has undisputed amounts more than five (5) days past due, until all such undisputed amounts are paid in full. COMPLIDOX also reserves the right to suspend Customer’s access to the System and / or Services if COMPLIDOX reasonably determines that Customer or any of its Authorized Users: (i) use of the System and / or Services disrupts or poses a security risk to the System and / or Services, may harm COMPLIDOX’s systems or may subject COMPLIDOX or any third-party to liability; (ii) are using the System and / or Services for fraudulent or illegal activities; or (iii) are using the System and / or Services in breach of this Agreement.
7.3 Default by Customer. In the event (i) Customer fails to timely and fully make any payment required hereunder, and such payment breach is not cured within five (5) days after written notice thereof, or (ii) Customer breaches any other provision of this Agreement and such breach is not cured within thirty (30) days after receipt of written notice thereof, then COMPLIDOX may, at its sole option, either (a) terminate any and all Services and / or System access, (b) suspend the affected Service to which the breach is related without further notice to Customer, including the suspension of System access and / or (c) pursue any other remedies available to COMPLIDOX by law, or in equity.
7.4 Default by COMPLIDOX. Customer may terminate a Service in the event COMPLIDOX breaches this Agreement with respect to such Service and such breach is not cured within thirty (30) days after COMPLIDOX’s receipt of written notice thereof, provided that if a breach subject to this Section 7.3 cannot be cured within thirty (30) days, but is capable of being cured within a reasonable time thereafter, then Customer may not terminate the Service if COMPLIDOX commences to cure within said thirty (30) days and thereafter diligently and continuously pursues such cure to completion, or COMPLIDOX provides Customer reasonable assurance that the same breach to the same Service will not subsequently occur.
7.5 Effect of Termination. Upon expiration or receipt of notice of termination of this Agreement, Customer will: (i) cease using and accessing the System and / or Services and any licenses granted under this Agreement will immediately terminate, provided that, for a period of up to thirty (30) days, Customer may access the System and / or Services only in order to retrieve and download its Customer Data stored in the Services, and (ii) pay any fees accrued or payable to COMPLIDOX prior to the effective date of termination. Except as set forth above, COMPLIDOX will have no obligation to maintain or provide any non-Customer Data and / or Customer Data and, unless legally prohibited, retains the right to delete or maintain all non-Customer Data and / or Customer Data in its systems or otherwise in its possession or under its control. Any post-termination assistance from COMPLIDOX is subject to the mutual agreement of the parties, including the mutual acceptance of any reasonable fees and terms for such assistance.
8. PROPRIETARY RIGHTS
8.1 COMPLIDOX Intellectual Property. COMPLIDOX owns all worldwide right, title and interest in and to the System and Services and the underlying software platform and technology that COMPLIDOX uses to provide the Services (“COMPLIDOX IP”), including all worldwide intellectual property rights therein. This Agreement does not convey any proprietary interest in or to any COMPLIDOX IP or rights of entitlement to the use thereof except as expressly set forth herein. Customer acknowledges and agrees that the Subscription Fees paid pursuant to this Agreement apply only to the use of the System and Services by Customer. Any feedback, comments and suggestions Customer may provide regarding the System and Services (“Feedback”) is given entirely voluntary and COMPLIDOX will be free to use, disclose, and exploit such Feedback as it sees fit, and without any obligation or restriction of any kind.
8.2 Confidentiality. Each party understands that the other party may need to disclose certain non-public information relating to the disclosing party’s business that is marked or identified as “confidential” at the time of disclosure (“Confidential Information”) in connection with the use and/or performance of the System and Services. The receiving party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not disclose (without the disclosing party’s prior authorization) to any third person any such Confidential Information. Confidential Information does not include any information that the receiving party can show: (a) is or becomes generally available to the public, or (b) was in its possession or known prior to receipt from the disclosing party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the disclosing party. The receiving party may disclose Confidential Information if the disclosure is necessary to comply with a valid court order or subpoena (in which case the receiving party will promptly notify the disclosing party and cooperate with the disclosing party if the disclosing party chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed).
9.1 Services Warranty. Customer will report any problems with the System and / or Services to COMPLIDOX in accordance with the Support Terms. All support requests will be handled by COMPLIDOX in accordance with the Support Terms. The obligations of COMPLIDOX and Customer’s remedies set forth above are COMPLIDOX’s sole obligations and Customer’s sole remedy with respect to any non-conformance with the foregoing warranty.
9.2 AS-IS; No Warranties. EXCEPT AS PROVIDED HEREIN, COMPLIDOX DOES NOT MAKE AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS AND LIABILITY WITH RESPECT TO THIS AGREEMENT, ANY OTHER DOCUMENTS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN, THE SYSTEM AND SERVICES AND YOUR USE THEREOF, WHETHER EXPRESS, IMPLIED OR IMPOSED BY OPERATION OF LAW, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING OR COURSE OF CONDUCT. YOU AGREE THAT YOUR ACCESS TO ALL OR ANY PART OF SYSTEM AND / OR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SYSTEM AND COMPLIDOX’S SERVICES, INCLUDING WITHOUT LIMITATION, ALL MATERIALS, CONSUMER REPORTS, INFORMATION, PRICES AND OTHER PRODUCTS, SERVICES OR OFFERS, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPLIDOX HEREBY DISCLAIMS ANY AND ALL DAMAGES FOR, ARISING OUT, OF OR RELATED TO YOUR INABILITY TO ACCESS THE SYSTEM OR USE OF THE SERVICES, COMPLIDOX’S BREACH OF THIS AGREEMENT, OR ANY CLAIM BY YOU OR ANY THIRD PARTY, INCLUDING IF YOU CAUSE PROPERTY DAMAGE, BODILY INJURY, OR DEATH USING YOUR MOBILE DEVICE TO ACCESS COMPLIDOX’S MOBILE APPLICATION WHILE DRIVING. NOTWITHSTANDING ANYTHING CONTRARY HEREIN, COMPLIDOX MAKES NO REPRESENTATION OR WARRANTY AND EXPRESSLY DISCLAIMS THAT THE SYSTEM OR THE SERVICES WILL MEET YOUR NEEDS, THAT YOUR USE WILL BE ERROR-FREE OR THAT YOUR USE OR BUSINESS OPERATIONS WILL BE UNINTERRUPTED. COMPLIDOX DISCLAIMS LIABILITY FOR FAILURE TO COMPLETE YOUR TRANSACTION DUE TO INABILITY TO CONNECT TO ANY PART OF THE SYSTEM OR PAYMENT PROCESSOR CLEARANCE ISSUES OR FOR ANY OTHER REASON.
9.3 NO ADVICE. ANY INFORMATION OR GUIDANCE ACCESSED THROUGH THE SYSTEM AND / OR CONTAINED WITHIN OR PROVIDED THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY TRAINING, IS PROVIDED SOLELY AS A COURTESY AND IS NOT LEGAL ADVICE OR COUNSEL. COMPLIDOX EXPRESSLY DISCLAIMS ANY IMPLIED OR EXPRESS WARRANTIES AND ANY LIABILITY WITH RESPECT TO ANY INFORMATION OR GUIDANCE PROVIDED.
9.4 LINKS. THE SYSTEM MAY CONTAIN LINKS TO OTHER INTERNET WEBSITES OR RESOURCES. WHEN YOU LINK TO THOSE SITES, YOU LEAVE COMPLIDOX’S SYSTEM. COMPLIDOX HAS NO CONTROL OVER SUCH WEBSITES AND RESOURCES, THEIR CONTENT AND RESOURCES OR THE BUSINESS PRACTICES OR POLICIES OF OPERATORS OF SUCH SITES. PLEASE USE CAUTION AND REVIEW THE PRIVACY POLICIES OF ANY SITES THAT YOU VISIT TO LEARN MORE ABOUT THEIR INFORMATION-GATHERING AND SHARING PRACTICES. COMPLIDOX EXPRESSLY DISCLAIMS ALL RESPONSIBILITY OR LIABILITY FOR THE AVAILABILITY OR ACCURACY OF SUCH EXTERNAL WEBSITES OR RESOURCES OR THE CONTENT THEREON. COMPLIDOX DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR ANY ADVERTISING, PRODUCTS OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH SITES OR RESOURCES. THE INCLUSION OF ANY LINK ON THE SYSTEM DOES NOT IMPLY THAT COMPLIDOX ENDORSES THE LINKED SITE. YOUR USE OF ANY LINKS IS AT YOUR OWN RISK. YOU FURTHER ACKNOWLEDGE AND AGREE THAT COMPLIDOX SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OF OR RELIANCE ON ANY GOODS, SERVICES OR MATERIALS AVAILABLE ON OR THROUGH ANY SUCH LINK, WEBSITE OR RESOURCE.
10. LIMITATION OF LIABILITY
10.1 Limitation of Liability. COMPLIDOX’S SOLE LIABILITY, AND THAT OF ITS officers, directors, employees, suppliers, licensors, service providers, agents, affiliates and parents, IS LIMITED TO COMPLIDOX’S SUBSCRIPTION FEES BUT (NOT THOSE OF ANY THIRD PARTY) ACTUALLY RECEIVED BY COMPLIDOX FROM YOU AS A RESULT OF YOUR USE OF THE SYSTEM AND SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE APPLICABLE CLAIM OR TWO HUNDRED DOLLARS AND ZERO CENTS ($200.00), WHICHEVER IS LESS. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN COMPLIDOX AND YOU. COMPLIDOX’S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN. WITHOUT INTENDING TO LIMIT THE FOREGOING, YOU MUST BRING ANY CLAIMS YOU MAY HAVE AGAINST COMPLIDOX WITHIN SIX (6) MONTHS OF THE DATE THE CLAIM AROSE OR BE FOREVER BARRED. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10.2 Exclusion of Damages. IN NO EVENT SHALL COMPLIDOX AND ITS LICENSORS, SUPPLIERS, BUSINESS PARTNERS, AFFILIATES AND PARENTS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONTINGENT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, PROFITS, BUSINESS, GOODWILL OR LOSS OF USE, EVEN IF COMPLIDOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
11.1 By COMPLIDOX. COMPLIDOX will defend, indemnify and hold Customer harmless from and against any third party suit, claim, action or demand, including any damages, liability or costs (including reasonable attorneys’ fees) resulting therefrom (a “Claim”), alleging that the COMPLIDOX IP infringes any registered copyright or trademark of a third party. If Customer’s use of the System and / or Services is, or in COMPLIDOX’s opinion is likely to be, enjoined due to a Claim, COMPLIDOX may, at its sole option and expense: (i) procure for Customer the right to continue using the System and / or Services under the terms of this Agreement; (ii) replace or modify the System and / or Services so that they are non-infringing; or (iii) if COMPLIDOX is unable to achieve either of the foregoing, then COMPLIDOX may terminate the license and COMPLIDOX’s obligations hereunder with respect to the infringing System and / or Services and will refund Customer the unused portion of the Subscription Fees paid for the parts of the Services for which the use is legCompliDox prohibited. The foregoing states COMPLIDOX’s entire liability and Customer’s exclusive remedy for infringement claims and actions.
11.2 By Customer. INDEMNITY: You agree to indemnify and hold harmless COMPLIDOX, its officers, directors, employees, suppliers, licensors, service providers, agents, affiliates and parents (collectively, the "COMPLIDOX Parties") from any loss, liability, damages, fees, costs, claims, penalties or demands including reasonable fees of attorneys and other professionals, and any interest thereon, whether or not brought to suit, due to, arising out of or related to your use of the System and / or Services. Your indemnification of COMPLIDOX Parties includes, without limitation, claims arising out of alleged data inaccuracy, system error, violation of any law, statute, regulation, or rule of any jurisdiction as amended including without limitation, the Fair Credit Reporting Act (“FCRA”), the Gramm-Leach-Bliley Act of 1999 (“GLB”), Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and the Sarbanes-Oxley Act of 2000 (“SOX”), third party claims of any nature or sort, any injury, damage, loss or harm (whether to you or any third party) arising out of or related to your use of the System and / or Services, including your breach of this Agreement.
11.2 Process. The foregoing indemnity obligations are conditioned on the indemnified party notifying the indemnifying party promptly in writing of any actual or threatened Claim, the indemnified party giving the indemnifying party sole control of the defense thereof and any related settlement negotiations, and the indemnified party cooperating and, at the indemnifying party’s request and expense, assisting in such defense. The indemnified party may participate in such defense using its own counsel, at its own expense.
12.1 Relationship of the Parties. This Agreement is intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party. The parties are independent contractors and no partnership, joint venture or agency relationship between the parties is created by this Agreement. Neither party shall have any right or authority to assume or create any obligation of any kind in the name of or on behalf of the other party.
12.2 Assignment. Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided that, either party, in connection with a merger, reorganization, or sale of all or substantially all of the assets or equity of such party, may assign this Agreement in its entirety to such party’s successor without the other party’s consent. This Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.3 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Wyoming, as if performed wholly within the state and without giving effect to the principles of conflict of law. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located Wyoming and the parties hereby consent to such personal jurisdiction and venue.
12.4 Entire Understanding. This Agreement and any applicable Order Form(s) constitute the complete and exclusive understanding and agreement between the parties regarding their subject matter and supersede all prior or contemporaneous agreements or understandings, written or oral, relating to their subject matter. If any portion hereof is found to be void or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties. The failure to enforce any term of this Agreement on one occasion shall not prevent enforcement on any other occasion or the enforcement of any other term. Headings and captions shall not be considered included for purposes of interpretation or application hereof, but are for convenience only.
13. UPDATED June, 2017
EXHIBIT A - SUPPORT TERMS
Capitalized terms not defined below will have the meaning ascribed to them in the Agreement. Additional terms used herein are defined below.
1. SERVICE LEVEL
1.1 Availability. The Services will be available 99.0% of the time per month, except for any scheduled maintenance or Service Interruptions (“Uptime Availability”). COMPLIDOX will use reasonable efforts to maintain the Services in a manner which minimizes errors and Service Interruptions in the Services.
1.2 Service Interruptions. The Services may be unavailable at certain times, including during any unanticipated or unscheduled downtime or unavailability of all or any portion of the Services, as a result of (i) system failures or (ii) circumstances beyond COMPLIDOX’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), or Internet third party service provider failures or delays (“Service Interruptions”). COMPLIDOX will use reasonable efforts, circumstances permitting, to provide Customer with information regarding such Service Interruptions and the restoration of the Services following such Service Interruption.
2. MAINTENANCE AND SUPPORT
2.1 Technical Support. COMPLIDOX provides technical support through its email support program. All requests for support must be made to COMPLIDOX’s email program in accordance with these terms. COMPLIDOX provides technical support eight hours per day, from 9 AM – 5 PM EST, Monday – Friday (excluding recognized public holidays).
2.2 Maintenance. COMPLIDOX will make updates (error corrections, bug fixes, enhancements and/or improvements) to the System and / or Services on an ongoing basis. COMPLIDOX will schedule maintenance during appropriate, non-peak usage hours (except in the case of emergencies) and to the extent possible will provide advance notice of any planned service disruption.
2.3 Customer Responsibilities. Only Customer’s Account administrator(s) may contact COMPLIDOX’s technical support personnel. In connection with submitting a problem report, Customer must: (i) notify COMPLIDOX promptly of problems with the System and / or Services, and provide COMPLIDOX with any documentation available regarding the error sufficient to allow COMPLIDOX to reproduce the error; and (ii) provide COMPLIDOX with reasonable assistance, as requested, to troubleshoot the problem.
3. SERVICE CREDITS
3.1 Service Credits. If the System and / or Services do not meet the Up-time Availability in any given calendar month (excluding any scheduled maintenance or Service Interruptions), then COMPLIDOX will credit Customer with one month of Subscription Fees. This credit must be requested in writing prior to the tenth day of the month following such service level interruption. a service credit issued to customer hereunder will not extend the current Subscription Term by one month and is Customer’s sole and exclusive remedy for the unavailability of the Services.
3.2 Events Excepted From Service Credit. Notwithstanding the foregoing, Customer shall not receive any Service Credit for any Uptime Availability arising from or caused, in whole or in part, by any of the following events:
a. Customer’s (including its agents, contractors and vendors) acts or omissions;
b. Failure on the part of Customer equipment, end user equipment or Customer’s vendor’s equipment;
c. Scheduled maintenance periods;
d. Service Interruptions; and / or
e. Disconnection or suspension of the Service by COMPLIDOX pursuant to a right provided under this Agreement;
3.3 Limitations. Except as set forth above, no other support services are provided by COMPLIDOX. COMPLIDOX will have no obligation to provide technical support of any kind for problems in the operation or performance of the System and / or Services to the extent caused by any of the following (each, a “Customer-Generated Error”): (a) any data (including any Customer Data), files, database or non-COMPLIDOX software used in conjunction with the Services; or (b) Customer’s use of the System and / or Services other than as authorized in the Agreement. If the problem is caused by a Customer-Generated Error, then COMPLIDOX will notify Customer as soon as COMPLIDOX is aware of such Customer-Generated Error and COMPLIDOX will have the right to invoice Customer at COMPLIDOX's then-current professional services rates for any support services performed by COMPLIDOX to correct a Customer-Generated Error.
The Services’ features and capabilities may vary depending on the particular Service(s) to which you subscribe. The terms "you", "your", "yourself" and "user" all refer to the person or entity using the Services in any way.
We collect personal information, such as your name, physical address, IP address, phone number and email address, when you register for an account on the Service. You may also provide us with optional information such as a photograph, licenses and certificates. Your user name, email address and any optional profile information that you elect to associate with your account is referred to herein as your “Profile Information.”
If you are a user of our paid service, we will utilize a third party credit card payment processing company to collect payment information, including your credit card number, billing address and phone number. We will share this payment information with the third party processing company as detailed below in “How We Share Your Information: With Trusted Service Providers and Business Partners.” We do not store your payment information.
We may use your email address to send you Service-related notices (including any notices required by law, in lieu of communication by postal mail). We may also use your email address to send you announcements and information about other products or services (including third party services) that you may be interested in (together, the “Marketing Messages”). You may opt-out of receiving Marketing Messages at any time by following the instructions provided in the Marketing Message.
Even if you are not a registered user of our Service, if you email us we may retain a record of such email communication, including your email address, IP Address, the content of your email, and our response.
If you choose to use our invitation service to invite a friend to the Service, we will ask you for that person’s contact information, which may include their email address or their social network identity, and automatically send an invitation. CompliDox stores the information you provide to send the invitation, to register your friend if your invitation is accepted, and to track the success of our invitation service.
Your use of the Service will involve you uploading or inputting various content into the Service; including but not limited to: Company and personal your name, address, email address, phone numbers, logos, signature images, photos and text (together, the “Content”).
You control how your Content is shared with others via settings of the Service.
CompliDox may view your Content only as necessary (i) to maintain, provide and improve the Service; (ii) to resolve a support request from you; (iii) if we have a good faith belief, or have received a complaint alleging, that such Content is in violation of our Terms of Service; (iv) as reasonably necessary to allow CompliDox to comply with or avoid the violation of applicable law or regulation; or (v) to comply with a valid legal subpoena or request that meets legal requirements. We may also analyze the Content in aggregate and on an anonymized basis, in order to better understand the manner in which our Service is being used.
Some of our websites enable visitors to provide personal information for the purpose of submitting requests for information or other queries. Such information may include the IP address of your computer, your name, your email address, location and/or phone number. By providing CompliDox with this information, you consent to your information being collected, used, disclosed and stored by us in accordance with this Privacy Statement. Any such information may be provided to third parties, such as Google Maps, and will be used by CompliDox solely for the purpose you gave it to us. Please note that such personal data may be anonymized to enable CompliDox to perform statistical, troubleshooting or performance monitoring.
Personal information stored and processed by CompliDox and will only be used for the purposes it was given to us, whether directly by you or by our corporate clients.
CompliDox processes personal information only in ways compatible with the purpose for which it was collected or authorized. To the extent necessary for such purposes, CompliDox takes reasonable steps to ensure that data is reliable for its intended use, accurate, complete, and current.
CompliDox retains all data indemnity to ensure audit and examination requests.
We use technologies like cookies and pixel tags to provide, monitor, analyze, promote and improve the Service. You can block cookies on your web browser; however please be aware that some features of the Service may not function properly if the ability to accept cookies is disabled.
When you use the Service, our servers automatically record certain information in server logs. These server logs may include information such as your web request, Internet Protocol (“IP”) address, browser type, referring / exit pages and URLs, number of clicks and how you interact with links on the Service, domain names, landing pages, pages viewed, mobile carrier, and other such information. Log files help us to monitor, analyze, improve and maintain the Service and to diagnose and fix any Service-related issues.
When you access the Service using a mobile device, we collect specific device information contained in your mobile device’s “device identifier.” This device identifier includes information such as the type of device you are using, its operating system, and mobile network information, which may include your mobile phone number. We may associate this device identifier with your Service account and will use data associated with your device identifier to customize our Services to your device and to analyze any device-related issues.
We may collect and process information about the location of the device from which you are accessing the Service. Location data may convey information about how you browse the Service and may be used in conjunction with personally identifiable information and photos. You can disable location based services; however please be aware that some features of the Service may not function properly if location services are turned off.
We may share the information we collect from you or from use of the Services with third parties as detailed below.
We will display your Profile information on your profile page and elsewhere on the Service as needed. You can review and revise your Profile information at any time.
We will display your Content within the Service to other users of the service and 3rd Parties as needed for the intended use of the Service.
We may disclose your information (including your personally identifiable information) if required to do so by law or subpoena. We may also disclose your information to our legal counsel, governmental authorities or law enforcement if we believe that it is reasonably necessary to do so in order to comply with a law or regulation; to protect the safety of any person; to address fraud, security or technical issues; or to protect CompliDox’ rights or property.
We may disclose aggregate non-personally identifiable information (such as aggregate and anonymous usage data, platform types, etc.) about the overall use of our Service publicly or with interested third parties to help them understand, or to help us improve, the Service.
The security of your information is important to us. When you enter sensitive information (such as a credit card number) as part of our service, we encrypt the transmission of that information. Credit card information is not retained on our servers, but will be retained by a PCI compliant business partner who manages those transactions.
CompliDox uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your information. For example, we continuously and regularly back up your data to help prevent data loss and aid in data recovery.
Although we allow you control over where you share your Content and what information is included in your Profile and take reasonable steps to maintain the security if the information associated with your account, please be aware that no security measures are perfect or impenetrable.
You may, of course, decline to submit personally identifiable information through the Service, in which case CompliDox may not be able to provide certain services to you. You may update or correct your account information at any time by logging in to your account.
Our Service is not directed to persons under 13. CompliDox does not knowingly collect or solicit personal information from anyone under the age of 13 or knowingly allow such persons to register for an account on the Service. If we become aware that we have collected personal information from a child under age 13 without verification of parental consent, we take steps to remove that information. If you believe that we might have any information from or about a child under 13, please contact us.
Some browsers have a “do not track” feature that lets you tell websites that you do not want to have your online activities tracked. We currently do not respond to “do not track” signals.