Terms and Conditions

Privacy Policy

Please review our Privacy Policy, which also governs your use of the Services, to understand our practices. Our most current Privacy Policy may be found on the ComplyAi Platform.

Children's Online Privacy Protection Act - No Users Under 18 Permitted

The Services are not intended for nor authorized for us by children under age 18. If you are a child under 18, please do not attempt to register for or otherwise use the Services or send us any Personal Data. The Children's Online Privacy Protection Act ("COPPA") requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen years of age. If we learn we have collected Personal Data from a child under 16, we will delete that information as quickly as possible. If you believe that a child under 16 may have provided us Personal Data, please contact us at innovators@gocomply.ai or utilizing the contact information for your jurisdiction set forth in our Privacy Policy.

Data Protection & the GDPR

If your use of the Services includes processing Content that contains "personal data" that is subject to the General Data Protection Regulation (EU) 2016/679, you may enter into a Data Processing Addendum ("DPA") with ComplyAi. If you sign a DPA, it will apply to the processing of that personal data and become part of this Agreement. Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of the Services. For information regarding and to request a DPA you may email us at innovators@gocomply.ai.

Data Security

ComplyAi has implemented and will maintain appropriate technical and organizational measures, internal controls, and information security routines in accordance with good industry practice and having regard to the state of technological development to protect your data against accidental loss, destruction, or alteration; unauthorized disclosure or access (including but not limited to taking reasonable steps to ensure the reliability of employees having access to your data and providing for limited access rights and access controls; authentication; personnel training; regular back up; data recovery and incident management procedures; restrictions on storing, printing and disposal of personal data; software protection of devices on which personal data are stored; etc.); or unlawful destruction.

Use of Aggregated Data

You agree that ComplyAi may use aggregated and anonymized data derived from the data provided by you or collected by the program analytics such as user behavior and activities for its own statistics, for auditing, for the purposes of product and market research and analytics (which help ComplyAi to optimize and improve its Services their usability, the range of Services, and to develop new technologies, products and services), and for benchmarks and other analyses. ComplyAi may publish such anonymized data and share them with third parties outside of ComplyAi; however, ComplyAi will not directly or indirectly transfer any data received from you to (or use such data in connection with) any ad network, ad exchange, data broker, or other advertising or monetization related toolset.

Intellectual Property Infringement Policy

We respect others' intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers.

We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act and we respond quickly to the concerns of rights owners, including by disabling Content that is or may be infringing upon a protected intellectual property right, and we terminate repeat infringers in appropriate circumstances.

Notice of Infringement Procedure

If you believe that any of your intellectual property rights have been infringed, including, but not limited to, copyright, trademark, and patent claims, you may submit a written claim of infringement, to our Copyright Agent at:

Cross Pacific Global, Inc.
Attention: Copyright Agent
16192 Coastal HWY
Lewes, DE 19958
(310) 426-8542
innovators@gocomply.ai

Written claims concerning intellectual property right infringement must include the following information:

• A physical or electronic signature of the person authorized to act on behalf of the owner of the intellectual property right that you claim has been infringed upon;
• A description of the intellectual property right that you claim has been infringed upon;
• A description of where the material that you claim is infringing is located on the site;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the intellectual property right owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the intellectual property right owner or are authorized to act on the intellectual property right owner's behalf.

Repeat Infringer Policy

It is ComplyAi's policy, in appropriate circumstances, to terminate the accounts of Customers who are repeat infringers or are repeatedly charged with infringement.

In determining whether termination is appropriate we may take into account, the number of valid claims of infringement against a Customer, and the following considerations, among others:

• whether the infringements were obvious or blatant, as opposed to debatable or unclear, including whether the Customer might in good faith have believed that the posted material did not infringe;
• whether infringing matter appears to be the mainstay of the Customer's postings of Content through the Services or only a few among myriad lawful postings;
• how many times the Customer has posted blatantly infringing matter, and over how long a period of time;
• how many valid notices of infringement that have resulted in take-downs, even if ComplyAi could not easily and fairly determine the merits of the infringement claim;
• whether the Customer has filed counter-notices, and the outcome; and
• whether the Customer has some credible explanation for offering infringing goods or works, and what it may be doing to avoid a repetition of the situation.

Notwithstanding the foregoing, ComplyAi is not obliged to and it is not our policy to conduct an exhaustive or costly investigation when Customers are charged with infringement.

Consent to Electronic Communications

When you use the Services, or send e-mails, text messages, and other communications from your desktop or mobile device to ComplyAi you may be communicating with us electronically. You consent to receive communications from us but only to the extent permitted by this Agreement and our Privacy Policy, electronically, such as e-mails, texts, mobile push notices, or notices and messages on the ComplyAi Platform or through the other elements of the Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Consent to Telephone & Text Communications

ComplyAi, including our affiliates and contractors, may contact you using auto-dialed or prerecorded calls and text messages, at any telephone number that you have provided us, to provide account notices, account trouble shooting, resolve a dispute, collect a debt, poll your opinions through surveys or questionnaires, or as otherwise necessary to service your account or enforce this Agreement. You consent to allow ComplyAi to contact you using auto-dialed or prerecorded calls and text messages for marketing purposes consistent with our Privacy Policy which is incorporated by reference herein.

Consent to Call Recording

We may, without further notice or warning and in our discretion, monitor or record telephone conversations you or anyone acting on your behalf have with us, or are affiliates or service providers, for quality control and training purposes, or for our own protection, and you consent to such recording.

Both you and ComplyAi acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of this Agreement, ComplyAi's officers, directors, advisors, employees and independent contractors ("Personnel") are third-party beneficiaries of this Agreement, and that upon your acceptance of this Agreement, Personnel will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as the third-party beneficiary hereof.

Waiver of Class or Consolidated Actions

YOU AND ComplyAi AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER UNLESS YOU AND ComplyAi AGREE OTHERWISE. IN ANY PROCEEDING BETWEEN US, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.

If a court decides that applicable law precludes enforcement of any of the foregoing limitations as to a particular claim or a particular request for a remedy (such as a request for injunctive relief), then that claim or that remedy request (and only that claim or that remedy request) must be severed from the arbitration and may be brought in court, subject to you or ComplyAi's right to appeal the court's decision and on the remaining terms set forth herein. All other claims remain subject to our agreement to arbitrate.

Arbitration Agreement

ANY DISPUTE OR CLAIM UNDER THIS AGREEMENT OR WITH RESPECT TO THE SERVICES WILL BE SETTLED BY BINDING ARBITRATION AND WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY; YOU AGREE THAT CLASS, CONSOLIDATED OR REPRESENTATIVE ARBITRATIONS AND CIVIL ACTIONS ARE NOT PERMITTED AND ANY RIGHTS TO BRING SUCH ACTIONS ARE WAIVED BY EACH PARTY.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

1. Applicability of Arbitration Agreement

You and ComplyAi agree that any dispute, claim, or controversy arising out of or relating to your use of the Services, our relationship, this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved through binding arbitration instead of in courts, and only on an individual basis.

Binding arbitration is subject to very limited review. Only the arbitrator appointed pursuant to this agreement, and not any federal, state or local court will have the authority to resolve any dispute or claim relating to this section including, without limitation, regarding the scope, enforceability and arbitrability of this Agreement. This arbitration provision will survive termination of this Agreement. This Agreement evidences a transaction in interstate commerce and the interpretation and enforcement of this arbitration provision is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth below.

Notwithstanding this agreement to arbitrate, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent or Trademark Office to protect its Intellectual Property Rights.

2. Pre-Arbitration Dispute Resolution and Notification

The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of this Agreement through good-faith negotiations, which shall be a precondition to either party initiating arbitration. We will contact you at the email address you have provided to us, you can contact us at the email or mailing addresses contained in this Agreement. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email at least ten days prior to initiating the arbitration. Compliance with this provision is a pre-condition to initiating arbitration.

3. Arbitration Proceedings

The arbitration shall be before a single arbitrator and shall be administered by JAMS pursuant to JAMS' Streamlined Arbitration Rules and Procedures. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. The arbitrator can grant any remedy that the parties could have received in court to resolve the party's individual claim. The arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All decisions by the arbitrator will be final and binding and judgment on the award rendered may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Information for how to initiate a claim and the Rules are available at https://www.jamsadr.com/.

4. Location of Arbitration Proceedings

The arbitration hearings will take place in Lewes County, Delaware, unless we agree to an alternate location in the United States mutually acceptable to both parties.

5. Costs of Arbitration

The arbitrator shall award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.

Waiver of Jury Trial

YOU AND ComplyAi WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and ComplyAi are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and ComplyAi over whether to vacate or enforce an arbitration award, YOU AND ComplyAi WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge, or to the extent our Arbitration Agreement is deemed not to apply.

Exclusive Venue

In any circumstances where the foregoing Arbitration Agreement permits either you or ComplyAi to litigate any dispute arising out of or relating to the subject matter of this Agreement in court, then the Arbitration Agreement will not apply to either party. In such case or if the Arbitration Agreement is unenforceable or inapplicable, both you and ComplyAi agree that any judicial proceeding will be brought in the state or federal courts located in, respectively, Lewes County, Delaware, or the federal district in which that county falls. For any actions not subject to arbitration, you and ComplyAi agree to submit to the personal jurisdiction of a state or federal court located in Lewes County, Delaware.

Severability & Survival

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then the Arbitration Agreement section will be null and void.

This Dispute Resolution section and the Arbitration Agreement contained herein will survive the termination of your relationship with ComplyAi.

Choice of Law

This Agreement is governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

Exclusions

Some jurisdictions do not allow the exclusion or disclaimer of certain warranties or the limitation or exclusion of certain types of damages, so such disclaimers and exclusions may not apply to you.

Warranty Disclaimer

The ComplyAi Parties make no representations or warranties concerning the Services and will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your use of the Services.

THE SERVICES AND CONTENT ARE PROVIDED BY THE ComplyAi PARTIES ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

Limitation of Liability

In addition, to the extent permitted by applicable law, the ComplyAi Parties are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from your use of or inability to use the Services.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE ComplyAi PARTIES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO ComplyAi IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM, (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES, OR (E) ANY MATTER BEYOND OUR REASONABLE CONTROL.

Indemnification of ComplyAi Parties

You agree to indemnify and hold the ComplyAi Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any claims relating to (a) you or your Authorized Users's use of the Services (including any actions taken by a third party using your account), and (b) your violation of this Agreement. In the event of such a claim, suit, or action ("Claim"), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

ComplyAi may change, amend, or supplement this Agreement, including any terms or documents incorporated by reference, from time to time and will alert you to changes by placing a notice on ComplyAi Platform, by sending you an email, and/or by some other means. Please note that if you've opted not to receive legal notice emails from us, those notices or postings will still govern your use of the Services, and you are still responsible for reading and understanding them. If you use the Services after any changes to this Agreement have been posted, that means you agree to all of the changes and ComplyAi will treat your use as acceptance of the updated Agreement.

Advertisements

Some of the Services may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information. The manner, mode and extent of advertising by ComplyAi on the Services are subject to change without specific notice to you. In consideration for ComplyAi granting you access to and use of the Services, you agree that ComplyAi may place such advertising on the Services.

Confidentiality

If we share non-public information about ComplyAi or our Services with you, you must keep it confidential and use reasonable security measures to prevent unauthorized disclosure of or access to that information.

Feedback

We welcome your suggestions, comments, bug reports, feature requests or other feedback ("Feedback"). We do not have to keep Feedback confidential, even if you tell us it is confidential. If you provide Feedback, you grant us a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use the Feedback for any purpose.

Export Compliance

You will not use or access the Services if you are located in any jurisdiction in which the provision of our Services is prohibited under U.S. or other laws (a "Prohibited Jurisdiction") and you will not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. You confirm that you are not named on any U.S. government list of persons or entities prohibited from transacting U.S. persons; (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) you will not allow Authorized Users to access or use the Services in violation of any U.S. or other export embargoes, prohibitions or restrictions; and (d) you will comply with all laws regarding the transmission of data exported from the country in which you (or your Authorized Users) are located to the United States.

Notices

You agree that ComplyAi may provide you with notices, including those regarding changes to this Agreement by email, regular mail, or postings on the ComplyAi Platform. We may also provide notice by placing a banner notice on the ComplyAi Platform. We may also contact you or your Authorized Users through your account or contact information you provide, such as email or telephone or through your account on one or more Social Networks.

Any notices to ComplyAi must be sent by email to innovators@gocomply.ai with a duplicate copy sent via certified mail return receipt requested or overnight service using a nationally recognized courier to Cross Pacific Global Inc., Attn: ComplyAi Legal, 16192 Coastal HWY, Lewes, DE 19958.

Force Majeure

Except for performance of payment obligations, neither party will be responsible for any failure to perform or delay in performing any of its obligations under this Agreement where and to the extent that such failure or delay results directly or indirectly from an event beyond such party's reasonable control. We will not be liable to you or any third party for any failure to perform our obligations under this Agreement if that failure results from any cause beyond our control, such as the elements; fire; flood; severe weather; epidemic; pandemic; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks or other acts of hackers; Internet or network failures or interruptions; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lockouts or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts; or if another person (including Third-Party Services) changes their services or terms or no longer offers their services to you or us on terms we believe are reasonable.

No Waiver

If you or us do not exercise or enforce any legal right or remedy which is contained in this Agreement, this will not be taken to be a formal waiver of such party's rights and those rights or remedies will still be available. Any remedies we have under this Agreement are not exclusive of any other remedies we may have under this Agreement or otherwise.

Modifications to the Services

We are always trying to improve our Services, so they may change over time. We may temporarily or permanently modify, suspend or discontinue all or any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We reserve the right to remove any Content from the Services in our sole discretion and without notice. You acknowledge and agree that ComplyAi will not be liable to you or any third party for taking any of the actions described in this paragraph.

Tax Responsibilities

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services including income, sales, and use taxes.

No Assignment

You may not assign, delegate or transfer this Agreement or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate this Agreement and our rights and obligations without consent, except as limited by our Privacy Policy.

Severability

If any provision of this Agreement is found to be unenforceable or invalid, generally or to a particular Customer, that provision will be limited or eliminated, to the minimum extent necessary, so that this Agreement shall otherwise remain in full force and effect and enforceable.

No-Third Party Beneficiaries

Except as expressly set forth in the Arbitration Agreement, you and ComplyAi agree there are no third-party beneficiaries intended under this Agreement.

Entire Agreement

This Agreement, including the other documents referred to herein, constitute the entire legal agreement between you and ComplyAi and governs your use of the Services, excluding services provides to you under a CPG Business Agreement, and completely replaces any prior agreements between you and ComplyAi in relation to the Services, other than a CPG Business Agreement. This Agreement is binding on the parties and their permitted successors and assigns.