Terms of Service

By accessing or using the ComplyBOI services, solutions, or tools provided by ComplyBOI (the “Service”), you (“Customer”) and Compliance Pro, LLC, (“ComplyBOI”), agree to the terms and conditions of this Agreement (the “Agreement”) which constitute the entire agreement between Customer and ComplyBOI and govern Customer’s access and use of the Service. This Agreement governs, applies to, and is hereby incorporated into one (1) or more orders (each, an “Order”) executed by ComplyBOI and the customer identified in the Order. If Customer is entering into this Agreement on behalf of a company, or other legal entity (“Entity”), Customer represents that Customer has the authority to bind such Entity to the terms and conditions of this Agreement, and in such case the term “Customer” shall refer to such Entity. If Customer does not have such authority, or if Customer does not agree with these terms and conditions, Customer must not accept this Agreement and may not use the Service. CUSTOMER IS RESPONSIBLE FOR CAREFULLY READING THE TERMS OF THIS AGREEMENT BEFORE ACCESSING OR USING THE SERVICE. BY ACCESSING OR USING SUCH SERVICE, CUSTOMER CONFIRMS THAT CUSTOMER HAS READ AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

1. Definitions

“Account” means a ComplyBOI account created by or on behalf of Customer within the Service.

“API” means the application programming interfaces developed and enabled by or on behalf of ComplyBOI that permit Customer to access certain functionality provided by the Service.

“Customer Data” means all electronic data or information submitted by Customer to the Service.

“ComplyBOI Service Level Agreement” (“SLA”) means that Service Level Agreement attached hereto as Exhibit A and incorporated by reference herein for all purposes as part of the Terms of Service, to which Customer agrees to be bound.

“Service” means the ComplyBOI services, solutions, or tools provided by ComplyBOI.

“Subscription Plan” means the subscription plan and the functionality and services associated with the plan for which Customer subscribes.

“Software” means software provided by ComplyBOI that allows Customer to use functionality in connection with the Service.

“Third Party Services” means third party products and services that are provided by entities or individuals other than ComplyBOI.

“User” means an individual authorized by Customer to use the Service through the Accounts as a user and/or administrator as identified through a unique login.

2. License Grant

ComplyBOI grants, and Customer accepts, a license to use and access the Service via on-line software, solely for the internal business purposes of the Customer and in accordance with the Customer’s Subscription Plan and the terms and conditions set forth herein, during the Term. This license is limited, worldwide, nonexclusive, non-transferable, non-assignable, non-sublicensable and subject to this Agreement.

3. Customer Obligation

Customer agrees that it will not (a) license, sublicense, assign, transfer, sell, distribute, time share or otherwise commercially exploit or make the Service available to any unaffiliated third party, other than authorized Users in furtherance of Customer’s internal business purposes as expressly permitted by this Agreement; (b) post, upload, publish, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; or (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances (including but not limited to activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances); (c) attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any ComplyBOI server, by hacking, password “mining” or any other illegitimate means; (d) harvest or collect user names, email addresses or any other client identifying information by electronic or other means for the purpose of sending unsolicited email or other communications; (e) use the Service in any unlawful manner, including but not limited to violation of any person’s privacy rights; (f) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; or (g) use the Service to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software. ComplyBOI will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law and Customer agrees to voluntarily submit to any such investigation. ComplyBOI may involve and cooperate with law enforcement authorities in prosecuting users who violate the terms and conditions of this Section 3 Customer acknowledges that ComplyBOI has no obligation to monitor Customer’s access to or use of the Service or to review or edit Customer’s Data, but has the right to do so for the purpose of operating the Service, to ensure Customer’s compliance with the terms and conditions of this Section 3, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

4. Confidential Information

Except as otherwise required by law, each Party shall keep all Confidential Information (defined below) in confidence and shall not without the other Party’s prior written consent, disclose or otherwise make available, directly or indirectly, any Confidential Information to anyone other than that Party’s employees and of their representatives who need to know the same in the performance of each respective obligations hereunder. “Confidential Information” means all information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement, which the Disclosing Party designates as confidential at the time of disclosure or reasonably should be understood to be confidential given the nature of information and the circumstances of disclosure. Confidential Information shall not include any information which is: (i) already publicly known; (ii) created by the Receiving Party without reference to any Confidential Information and without a breach of any obligation to the Disclosing Party; or (iii) otherwise known to the Receiving Party through no wrongful conduct of the Receiving Party. The Receiving Party may disclose Confidential Information of the Disclosing Party as required by potential investors or necessary pursuant to acquisition or merger activity directly related to the Receiving Party, as part of the associated due diligence process or the extent required by applicable law, regulation or legal process, provided that the Receiving Party (i) provides prompt written notice to the extent legally permitted, (ii) provides reasonable assistance, at Disclosing Party’s cost, in the event the Disclosing Party wishes to oppose the disclosure, and (iii) limits disclosure to that required by law, regulation or legal process. Confidential Information shall remain the sole property of the Disclosing Party, and each party acknowledges and agrees that it does not acquire any rights therein. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and except as otherwise authorized by the Disclosing Party, in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any order form to any third party other than its affiliates and their legal counsel and accountants without the other party’s prior written consent. Each party shall promptly notify the other in writing of the existence of any unauthorized knowledge, possession, or use of the other party’s Confidential Information.

5. Data Security

ComplyBOI shall maintain commercially reasonable administrative, technical, physical, and organizational safeguards designed to protect against unauthorized or unlawful access to or use of the Service and Customer’s Data and against accidental loss or destruction of, or damage to, the Service and Customer’s Data. ComplyBOI shall notify Customer following discovery of any breaches of security. ComplyBOI shall reasonably cooperate with Customer to mitigate the effects of such breach of security on Customer. Upon the request of ComplyBOI, Customer agrees to cooperate in periodically changing its passwords and take such other actions as may be reasonably necessary in order to protect against security breaches.

6. System Support

7. Third Party Service

If Customer decides to use Third Party Services, Customer’s access to and use of such Third Party Services is governed solely by the terms and conditions of such Third Party Services. ComplyBOI does not endorse and is not responsible or liable for such Third Party Services. Customer irrevocably waives any claim against ComplyBOI with respect to such Third Party Services. ComplyBOI is not liable for any damage or loss caused by or in connection with Customer’s use of any such Third Party Services.

8. Termination

Except as otherwise provided herein, In its sole and absolute discretion, ComplyBOI may discontinue the Service, at any time, and without notice to Customer. In the event of termination due to ComplyBOI’s uncured material breach or ComplyBOI’s determination to discontinue the Service, customers shall immediately cease all use of the Service and ComplyBOI shall revoke all passwords and access to the Service. Following the termination or cancellation of Customer’s Service, ComplyBOI reserves the right to delete all Customer’s Data in the normal course of operation. Customer’s Data cannot be recovered once Customer’s Account is canceled. ComplyBOI reserves the right to modify, suspend or terminate the Service (or any part thereof), Customer’s Account or Customer’s and/or Users’ rights to access and use the Service, and remove, disable and discard any of Customer’s Data if ComplyBOI believes, in good faith, that Customer or Users have violated these Terms. Unless legally prohibited from doing so, ComplyBOI will use commercially reasonable efforts to contact Customer directly via email to notify Customer when taking any of the foregoing actions. ComplyBOI shall not be liable to Customer, Users, or any other third party for any such modification, suspension or discontinuation of Customer’s rights to access and use the Service. Any suspected fraudulent, abusive, or illegal activity by Customer or Users may be referred to law enforcement authorities at ComplyBOI’s sole discretion.

9. Intellectual Property Rights

ComplyBOI shall own all of its Intellectual Property and Customer shall have or obtain no right, title or interest in and to ComplyBOI’s Intellectual Property. Subject only to limited rights to access and use the Service as expressly set forth herein, all rights, title and interest in and to the Service, software and other components of or used to provide the Service, including all related patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights, will remain with and belong exclusively to ComplyBOI. ComplyBOI shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback ComplyBOI receives from Customer or Customer’s Users.

10. Warranties

Each party represents and warrants to the other party that (i) has the full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and (ii) ComplyBOI further represents that the Service will materially conform to the applicable documentation, if any. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, ComplyBOI MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE. NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM ComplyBOI OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

11. Limitation of Liability

EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 4 AND 15 OR ANY FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES EXCEED SUBSCRIPTION CHARGES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 7 AND 15 OR ANY FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY IN CONTRACT, TORT, OR OTHERWISE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS, REVENUE OR DATA) OR PUNITIVE DAMAGES ARISING OUT OF ANY PROVISION OF THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ComplyBOI HAVE ANY LIABILITY FOR CLAIMS RELATING TO BUSINESS DECISIONS MADE BY CUSTOMER IN RELIANCE UPON ANY OF THE SERVICE. FOR THE AVOIDANCE OF DOUBT,

12. Indemnification

12.1 Indemnification by ComplyBOI

ComplyBOI shall defend and indemnify Customer against all liabilities, damages, losses, claims and expenses (including reasonable attorney’s fees), incurred by Customer that arise solely from a third party alleging that the ComplyBOI Service infringes the U.S. patent or copyright of a third party (a “Claim Against Customer”) only to the extent Customer: (a) used the ComplyBOI Service in full compliance with and only as expressly authorized under this Agreement and any applicable documentation; provided that Customer; (b) promptly notifies ComplyBOI of the Claim Against Customer; (c) allows ComplyBOI to have sole control of the defense and settlement of the Claim Against Customer (though Customer may participate in its own defense at its own expense and provided further that ComplyBOI may not settle any Claim Against Customer unless the settlement unconditionally releases Customer of all liability); and (d) provides ComplyBOI with the authority, information and assistance reasonably necessary for the defense and settlement of the claim at ComplyBOI’s expense. If a Claim Against Customer is brought or reasonably threatened, ComplyBOI shall have the option, at its sole expense to (i) modify the ComplyBOI Service so that it no longer infringes or misappropriates; or (ii) obtain a license for Customer’s continued use of the ComplyBOI Service in accordance with this Agreement. If neither of the foregoing remedies are commercially feasible, ComplyBOI may terminate the license for the Service and refund Customer any unused, prepaid Subscription Charges for the remainder of the Subscription Term of such subscription after the effective date of termination. ComplyBOI will have no liability or obligation under this Section with respect to any IP Claim if such claim is caused in whole or in part by (i) compliance with designs, data, instructions or specifications provided by Customer; (ii) modification of the Service by anyone other than ComplyBOI; or (iii) the combination, operation or use of the Service with other hardware or software where the Service would not by itself be infringing. The indemnity set forth in this Section 12.1 shall be Customer’s sole and exclusive remedy for any Claim Against Customer.

12.2 Indemnification by Customer

Customer shall defend and indemnify ComplyBOI against all liabilities, damages, losses, claims and expenses (including reasonable attorney’s fees), incurred by ComplyBOI that arise from a third party in connection with Customer’s Data, or Customer’s use of the Service in breach of this Agreement (a “Claim Against ComplyBOI”), to the extent that ComplyBOI (a) promptly notifies Customer of a Claim Against ComplyBOI; (b) to have sole control of the defense and settlement of the Claim Against ComplyBOI (though ComplyBOI may participate in its own defense at its own expense and provided further that Customer may not settle any Claim Against ComplyBOI without ComplyBOI’s consent unless the settlement unconditionally releases ComplyBOI of all liability and does not require any payment of money by ComplyBOI); and (c) provides Customer with the authority, information and assistance reasonably necessary for the defense and settlement of the claim at Customer’s expense. The indemnity set forth in this Section 12.2 shall be ComplyBOI’s sole and exclusive remedy for any Claim Against ComplyBOI.

13. Miscellaneous

16.1 General Provisions

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld) except that either party may assign this Agreement to an affiliate or to a successor to all or substantially all of its business or assets (whether through merger, stock sale, asset sale or other transaction) upon notice to the other party (“Change of Control Assignment”). To the extent any such Change of Control Assignment results in the assignment of this Agreement to a direct competitor of the other party, such party shall have the one-time right to immediately terminate this Agreement, which right must be exercised within thirty (30) days of such party’s receipt of notice of such Change of Control Assignment. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. This Agreement, including any exhibits and addenda hereto and all order forms, when executed, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by both parties. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any order form, the terms of such exhibit, addendum or order form shall prevail. Any additional, inconsistent or conflicting terms and conditions contained in any purchase order (“PO”) issued by Customer shall be of no force or effect, regardless of any statement in a PO to the contrary and even if the PO is signed or accepted by ComplyBOI. Should any term, covenant, or provision hereof, or the application thereof, be determined by a valid, final, non-appealable order to be invalid or unenforceable, the remaining terms, covenants, or provisions shall continue in full force and effect without regard to the invalid or unenforceable provision. In such event, such term, covenant, or provision shall be deemed modified to impose the maximum duty permitted by law and such term, covenant or provision shall be valid and enforceable in such modified form as if separately stated in and made a part of this Agreement. The headings of each section contained herein are provided only for convenience of reference and form no part of the substantive agreement of the Parties. All rights and obligations of the parties that by their nature are reasonably intended to survive such termination or expiration will survive termination or expiration of the Agreement. The Service is subject to United States export controls. The Service may not be downloaded or otherwise exported or re-exported in violation of United States export laws. Customer is downloading and using the Service at Customer’s own risk. Notwithstanding the foregoing, ComplyBOI may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. In such event, ComplyBOI shall notify Customer not less than thirty (30) days prior to the effective date of any such amendment and Customer’s continued use of the Service following the effective date of any such amendment may be relied upon by ComplyBOI as Customer’s consent to any such amendment. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. All notices related to this Agreement shall be in writing. Neither party shall be responsible for delays or performance failures that are caused from events that are beyond their reasonable control and without its fault or negligence, including, without limitation, acts of God, nature, riots, acts of war, fire or earthquake (“Force Majeure Event”). In no event shall this Agreement be governed by the United Nations Convention on Contracts for the International Sale of Goods. There are no third party beneficiaries to this Agreement. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. The Service and all accompanying documentation are “commercial items,” developed exclusively at private expense; consisting of “commercial computer software” and “commercial computer software documentation” as such terms are defined in the applicable acquisition regulations. If Customer is the U.S. Government or any agency or department thereof (“Government”), Government agrees that the Service and the documentation are licensed hereunder (a) only as a commercial item, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement. This Agreement will in all respects be governed by, interpreted, construed and enforced in accordance with the laws of the State of Texas, without giving effect to its choice of law rules. The parties further specifically agree that any action or proceeding arising out of or in connection with this Agreement will be in a federal or state court of appropriate venue and subject matter jurisdiction located in the State of Texas. The Parties agree to waive the right to a trial by jury as to all disputes. All required notices will be delivered by reputable overnight delivery service and by e-mail to the addresses set forth on the Order with a copy sent to the CEO of ComplyBOI, to ComplyBOI’s address as specified on https://www.complyboi.com/about and such notices shall be effective if dispatched by hand (which shall be deemed given upon delivery), e-mail, or reliable overnight delivery service (which shall be deemed given on business day after mailing. ComplyBOI may use Customer’s name and logo and disclose the nature of the Services provided hereunder in ComplyBOI’s business operations and marketing efforts, including, without limitation its website. Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this Agreement shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law and the parties hereby waive any objection to the contrary.

13.2 Publicity

ComplyBOI shall have the right to reproduce and display Customer’s trademarks on ComplyBOI’s website and marketing materials for purposes of identifying Customer as a ComplyBOI customer.