1. Introduction
These Terms of Service (the "Agreement") govern your use of the CoComply platform and services (collectively, the "Services") provided by CoComply, Inc., a Utah corporation (hereinafter "CoComply"). By accessing or using the Services, you ("Customer," "you," or "your") agree to be bound by this Agreement. If you do not agree to this Agreement, do not use the Services.
If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement. In that case, "you," "your," and "Customer" will additionally refer to that company or other legal entity.
2. Arbitration Notice
UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE "ARBITRATION CLAUSE & CLASS ACTION WAIVER" SECTION BELOW, THESE TERMS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION.
3. Services
CoComply Platform: The Services include the CoComply platform and all related software, documentation, and features provided by CoComply.
Third-Party Integrations: The Services may integrate with third-party applications or services ("Third-Party Integrations"). CoComply does not control or endorse these Third-Party Integrations and is not responsible for their availability, performance, or security.
Authorized Users: Customer may designate and provide access to the Services to its employees, contractors, or other authorized individuals ("Authorized Users"). Customer is responsible for all use and misuse of the Services by Authorized Users and for ensuring their compliance with this Agreement.
4. Fees and Payment
Pricing: Fees for the Services are as set forth in the applicable order form or as otherwise agreed upon by the parties in writing. All fees are non-refundable except as expressly stated herein.
Payment Terms: Customer agrees to pay all fees in accordance with the payment terms specified in the applicable order form.
Late Payments: If Customer fails to make timely payments, CoComply may suspend or terminate Customer's access to the Services.
5. Term and Termination
Term: This Agreement shall remain in effect for the term specified in the applicable order form (the "Term").
Termination for Cause: Either party may terminate this Agreement for cause upon written notice to the other party of a material breach if such breach remains uncured within thirty (30) days of the notice.
Termination by CoComply: CoComply may terminate this Agreement immediately upon written notice to Customer if: (i) Customer breaches this Agreement (including but not limited to the Prohibited Uses below); (ii) Customer's account is past due; or (iii) Customer's use of the Services interferes with the operation of the CoComply platform or other users.
Effect of Termination: Upon termination of this Agreement, Customer's right to access and use the Services will immediately cease. Sections 4 (Fees and Payment), 5.3 (Effect of Termination), 6 (Ownership), 7 (Confidentiality), 9 (Warranties and Disclaimers), 10 (Limitation of Liability), and 11 (Miscellaneous) shall survive termination.
6. Ownership
CoComply's Intellectual Property: CoComply retains all right, title, and interest in and to the Services, including all intellectual property rights therein.
Customer Data: Customer retains all right, title, and interest in and to its data and information provided to CoComply ("Customer Data"). CoComply may use and process Customer Data as necessary to provide the Services, but only in accordance with this Agreement and CoComply's Privacy Policy.
Aggregated Data: CoComply may use and disclose aggregated and anonymized data derived from Customer Data for product development and improvement purposes.
7. Confidentiality
Customer agrees to hold confidential all of CoComply's confidential information disclosed to Customer pursuant to this Agreement ("CoComply Confidential Information"). CoComply Confidential Information does not include information that: (i) is publicly known; (ii) was rightfully in Customer's possession prior to disclosure by CoComply; or (iii) is independently developed by Customer without the use of CoComply Confidential Information.
8. Security
CoComply will use commercially reasonable efforts to maintain the security and integrity of its systems and the Services. However, CoComply does not guarantee that the Services will be free from all security risks.
9. Warranties and Disclaimers
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10. Limitation of Liability
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY THE OTHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Miscellaneous
Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, and agreements, whether oral or written.
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles.
Arbitration: [Include the Arbitration Clause & Class Action Waiver as in the original text.]
Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will remain in full force and effect.
Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control.
Independent Contractors: The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between them.
Notices: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, upon the first business day following deposit in the United States mail (certified or registered, return receipt requested, postage prepaid), or upon the first business day following transmission by reputable overnight courier service.
