Complyify Terms of Service and License Agreement

This Agreement shall govern your use of the Complyify products, including the software as a service delivered via Complyify’s Website, applications (collectively “Software”) and other related services along with any third party software contained therein (the “Solution”) provided by Complyify, LLC (“Complyify”). This is a legal agreement between you and Complyify. Installing, using or accessing the Solution or any part thereof means you agree to these terms, so please read them carefully. For the avoidance of doubt, “you”, “your” and other pronouns used to reference the user of the Solution under this Agreement shall include you to the extent you are an individual and your company to the extent you are using it on behalf of an entity. Please ensure that you have the authority to use the Solution and bind your company, if applicable, prior to entering into this Agreement as set forth below.

This Complyify License Agreement (“Agreement”) covers your rights to use the Solution, restrictions on that use, Complyify’s right to automatically renew and charge you for paid versions or features of the Solution, and your agreement to arbitrate any dispute that may arise between us. Complyify has included links to additional terms, such as Complyify’s Privacy Policy located at www.complyify.com (the “Website”), which are important and together create this legal agreement that applies to you.

If you are under the age of 18, you are not permitted to use the Solution or provide your personal information to Complyify without the consent of your parent or guardian who must first accept this Agreement and administer the Solution on your behalf.

1. By clicking an acceptance button, installing, accessing and/or using the Solution, you agree unconditionally to be bound by this Agreement and acknowledge that it is enforceable as a written contract signed by you. If you do not unconditionally agree to all of these terms, do not install, use or access this Solution. To the extent any translated version of this Agreement conflicts with the English version, the English version controls. COMPLYIFY MAY MODIFY THIS AGREEMENT, INCLUDING THE CONFIDENTIAL ARBITRATION AND DISPUTE RESOLUTION PROVISION BELOW, FROM TIME TO TIME AT COMPLYIFY’S SOLE DISCRETION FOR ANY REASON, AND SUCH MODIFICATIONS WILL BE EFFECTIVE UPON YOUR NEXT USE OF THE SOLUTION. If Complyify makes material changes to this Agreement, such changes will be effective only prospectively until Complyify communicates with you via the contact information you provided (or through other means) and give you an opportunity to review and accept or reject the updated Agreement within 30 days. It is very important that you keep your account information, including email address and other contact information, current. If you do not agree to the Agreement as amended, then you may continue to use the version of the Solution you purchased for the current term of the Agreement, but you may not update the Solution or renew the Agreement. If you withdraw your acceptance of this Agreement, you will need to uninstall and discontinue your use of the Software.

2. Complyify hereby grants you a nonexclusive, nontransferable, revocable, limited license to install or use the Solution for use in accordance with the terms and conditions of this Agreement. This license is limited to the number of licenses you have purchased. Complyify, along with Complyify’s suppliers and partners, retain ownership of our respective Solution and all rights related to the Solution, including all intellectual property rights. The only rights Complyify grants you are those rights expressly stated in this Agreement. Also, if you provide Complyify any comments, information, opinions, or suggestions, which Complyify considers “Feedback,” you allow Complyify to use your Feedback without restriction, for any purpose and without compensation to you. Your use of the Solution is limited to devices, operating systems, and browsers Complyify supports and may be affected by the performance and compatibility of your hardware, software and Internet access. Meeting system requirements on Complyify’s website or in the documentation is your responsibility and you are responsible for the cost of your equipment, which may include obtaining updates or upgrades from time to time in order to continue using the Solution.

3. This Agreement is effective for the subscription term you purchased unless terminated earlier as permitted below. For paid versions of the Solution, if no term was specified, the default term is one month from the date you first acquired the Solution. For any versions of the Solution and any feature therein that Complyify gives you for free, at no charge, on a trial, courtesy or evaluation basis or that is labeled as “Beta” or otherwise described as experimental, untested, or not fully functional (“Trial Feature”), this Agreement is effective for as long as Complyify makes the Solution available to you. Complyify may terminate this Agreement at Complyify’s option if you fail to comply with its terms and conditions. You may also terminate this Agreement prior to the expiration of the term by permanently erasing the Software from your devices, and canceling your account with Complyify, provided that you shall not be entitled to any refunds for any unused amount of your subscription and it shall be available to you for the remainder of your subscription unless this Agreement is terminated for your uncured material breach. If this Agreement terminates or expires, you must stop using the Software (including any internet based services), you must permanently erase all copies of the Software on your devices to the extent you can, and Complyify may cancel and/or close your account at Complyify’s sole discretion. If the Solution includes any Trial Feature, then this section of the Agreement applies and controls. All Trial Features are provided as is, without any warranty, indemnity, updates, maintenance or support, express or implied, subject to any statutory rights that cannot be excluded or limited by law. You acknowledge that the Trial Features may contain bugs, errors and other problems that could cause system, other failures and data loss, and use is at your own risk. You acknowledge that Complyify: (i) has not promised or guaranteed to you that Trial Features, or similar or compatible products will be announced or made available to anyone in the future, and (ii) has no express or implied obligation to do so.

4. Automatic Renewal, Cancellation and Refund. You agree to allow Complyify to automatically renew your paid subscription to the Solution and any support services, so that Complyify can prevent an interruption in your service. When your subscription term is close to expiring, Complyify will send notices to the e-mail address you provided when you subscribed, informing you of the upcoming renewal in the event that it is an annual or greater term renewal unless expressly required by applicable law. You will be charged the retail price for the Solution as listed on Complyify’s website at the time of renewal, excluding any promotional or discount pricing, and Complyify will send you a receipt confirming the renewal date, price, term and any applicable taxes. If, at the time of renewal, the Solution has been renamed, upgraded or replaced with a new product offering with comparable features (“Replacement”), Complyify may, at its sole discretion, automatically renew your subscription with the Replacement for no more than the undiscounted retail price of your original subscription, plus any applicable tax.

Upon renewal, the new term will be the same length as the expired term unless otherwise specified by Complyify at the time of renewal. For subscriptions of one year or more, the renewal and your payment will be processed within 30 days of the current term expiration date and each anniversary thereafter. Complyify will inform you of your account status and any changes to the terms and conditions of your subscription in accordance with local law.

Any time after purchasing a subscription, you may change your automatic renewal settings by contacting customer service or using the feature in the application, if available. If you do not wish to be automatically renewed, you must turn off or cancel auto-renewal at least thirty days before your subscription expires.

For paid subscriptions other than monthly, you may end your use of the Solution at any time and Complyify will offer a refund (for the current term only) if requested within 30 days of an automatic renewal hereunder by contacting Customer Service. If you contact Customer Service to cancel your subscription more than 30 days after such renewal, you are not entitled to a refund for any fees that you may have paid in advance for the current term, and you will remain liable for all fees you incur or accrue during the current term.

Cancelling a subscription in any manner other than the one in the preceding paragraph will not retroactively refund subscription payments, and previously charged subscription fees cannot be pro-rated based on cancellation date. Cancelling a subscription will stop the recurring fee going forward, and you will have access to your subscription until the end of the month in which you notified Complyify of your cancellation.

You are responsible for ensuring that your billing information is current, complete, and accurate. If Complyify experiences a problem processing payment using the information you originally provided, you authorize Complyify to complete your transaction if possible directly through your credit account with your financial institution to prevent an interruption in service. In the event that Complyify cannot bill your payment when due, then you must make payment via an accepted means and at such time the payment is late, Complyify may suspend and/or terminate your account for such failure to pay.

5. In order to provide services to you, Complyify may collect and process personal and machine data, including sensitive information (e.g. financial/billing information, and geo-location) in accordance with the Privacy Policy. Complyify may transfer and process such data in the United States and other countries where Complyify or Complyify’s service providers have facilities. You agree that any use of the Solution and any collection, processing, or sharing of information through the Solution is governed by Complyify’s Privacy Notice in effect at the time of your use.

6. The Solution is licensed to you, not sold, and it is protected by national and international laws and treaties in the United States and around the world. You do not have any right to reproduce or distribute the Software without Complyify’s permission, and if you do so you may be subject to fines or any other penalties allowed by the civil and criminal laws of your country. You may not: reverse-engineer or otherwise try to derive source code from the Software, unless allowed by law; adapt or modify the Solution or create derivative works based on the Solution; publish, copy (other than backup copies if permitted by your subscription), sell, lend, give away, pledge, mortgage, alter, tamper with, rent, sublicense, assign or in any other way transfer the Solution to anyone else; exploit the Solution for any commercial purposes (excluding solely property management services where you or your company received the Solution from a distributor, reseller or strategic business partner of Complyify, provided that you may not further resell or separate the Solution unless you have a written agreement to do so); attempt to circumvent technical protection measures in the Solution; use the Solution to violate the law; or engage in any activity that interferes with anyone else’s use of the Solution. If you have installed the Software on a device and you transfer ownership of that device to someone else, you must ensure that any Software is deleted from that device and that the device information is removed from your account with Complyify. The Solution may contain enforcement technology that limits the number of devices on which the Solution may be installed or that allows Complyify to suspend your access to the Solution if this Agreement terminates or expires.

7. Support, Updates & Product Lifecycle. Users with unexpired, paid subscriptions will receive support in accordance with Complyify’s current standard support offerings, policies, and procedures as described on the Website. Complyify’s standard support offerings, policies, and procedures may change from time to time at Complyify’s sole discretion and may vary by country. Any obligation Complyify may have to support the previous version of the Solution ends when an upgrade, modified or later version, or other update to the Solution (“Update”) becomes available. For your convenience and to ensure that the Solution includes new features that Complyify develops, by agreeing to this Agreement you give Complyify permission to install Updates on your devices automatically when available, to the extent that it is possible for Complyify to run such background installations. Any Updates or technical support provided for free versions of the Solution or for Trial Features that may be provided are provided at Complyify’s sole discretion and may be discontinued at any time. From time to time, at Complyify’s sole discretion, Complyify may elect to discontinue certain Solution or particular features of the Solution. “End of Support” refers to the date when Complyify no longer provides automatic fixes, updates or technical assistance for particular Solution. If a renewal term for your subscription would expire past the End of Support, you may not be eligible to renew your subscription. For more information, please visit Complyify’s Website. For the avoidance of doubt, all Software delivered via a software as a service methodology may be modified, updated and improved at Complyify’s sole discretion.

8. Binding Arbitration and Class Action Waiver.

8.1. Agreement to Arbitrate Disputes. Any claim, dispute or controversy (“Claim”) by either you or Complyify against the other arising from, relating to or in any way concerning the Agreement, the Solution, equipment, products, or services you receive from Complyify (or from any advertising for any such products or services) shall, at the demand of either party, be resolved by confidential binding arbitration. This agreement to arbitrate also includes claims relating to the enforceability or interpretation of any of these arbitration provisions. However, Complyify will not demand arbitration pursuant to this Agreement in connection with any individual claim that you properly file and pursue in a small-claims court of your state or municipality, so long as the claim is pending only in that court and the claim is on an individual (non-class, non-representative) basis. This agreement to arbitrate includes all controversies and claims of any kind, regardless of the type of claim or legal theory or remedy (damages, injunctive relief, or declaratory relief). The disputes subject to this arbitration agreement include not only claims by you, but also made on your behalf or connected with you, such as an employee, representative, agent, predecessor, successor, heir, assignee, or trustee in bankruptcy. Disputes subject to this arbitration agreement include not only claims that relate directly to Complyify, but also to Complyify’s parent, affiliates, successors, assignees, employees, and agents. This agreement to arbitrate includes claims made as part of a class action, private attorney general or other representative action, it being expressly understood and agreed to that the arbitration of such claims must proceed on an individual (non-class, non-representative) basis and the arbitrator may award relief only on an individual (non-class and non-representative) basis. You and Complyify agree that no class action, private attorney general or other representative claims may be pursued in arbitration, nor may such action be pursued in court if either you or Complyify elects arbitration. By accepting this arbitration agreement, you agree to waive the right to initiate or participate in a class action, representative action, private attorney general litigation or consolidated arbitration related to this Agreement.

8.2. Notice of Dispute. If either of us intends to seek arbitration, the party seeking arbitration must first notify the other party of the dispute in writing at least 30 days in advance of initiating arbitration. Notice should be sent to Complyify, 2919 Commerce Street, Suite 457, Dallas, Texas 75226, United States, Attention: General Counsel. The notice must include your name, address, and contact information, the facts giving rise to the dispute, and the relief requested. You and Complyify will attempt to resolve any dispute through informal negotiation within 60 days from the date of the Notice of Dispute is sent. After 60 days, you or Complyify may commence arbitration.

8.3. Administration of Arbitration. If you and Complyify do not resolve any dispute by informal negotiation or in small claims court, any other effort to resolve the dispute will be conducted exclusively by binding arbitration governed by the Federal Arbitration Act (“FAA”). YOU ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ALL DISPUTES IN COURT BEFORE A JUDGE OR JURY. Instead, all disputes will be resolved before a single, neutral arbitrator and the proceeding shall be confidential. The arbitrator will be either a lawyer admitted to practice law in his or her jurisdiction and with at least ten years’ experience or a retired or former judge selected in accordance with the rules of the AAA. The arbitrator is bound by the terms of this Agreement, and the arbitration shall be governed by the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes of the AAA, as modified by this Agreement (the “Arbitration Rules”). For more information, see adr.org or call 1.800.778.7879. Unless the disclosed claims or counterclaims are less than $25,000, the arbitrator shall issue a reasoned, written decision sufficient to explain the essential findings and conclusions on which the award is based. All arbitration proceedings shall be conducted in English, and the United States FAA shall apply to the Agreement and the binding arbitration. The award shall be confidential and only disclosed as is necessary to obtain judgment or as otherwise required by law. Where authorized by applicable law, the arbitrator’s award may include attorneys’ fees and other expenses. The arbitration award shall determine the rights and obligations between the named parties only, and only in respect of the claims in arbitration, and shall not have any bearing on the rights and obligations of any other dispute.

8.4. Costs. The party initiating the arbitration shall pay the initial filing fee. If you file the arbitration and an award is rendered in your favor, Complyify will reimburse you for your filing fee. If there is a hearing, Complyify will pay the fees and costs for the first day of that hearing. All other fees and costs will be allocated in accordance with the arbitration rules. However, Complyify will advance or reimburse filing and other fees if the arbitrator rules that you cannot afford to pay them or if you ask Complyify and Complyify determines there is a good reason for doing so. Each party shall bear the expense of their respective attorneys, experts, and witnesses and other expenses, regardless of who prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines.

8.5. Right to Resort to Provisional Remedies Preserved. Nothing herein shall be deemed to limit or constrain Complyify’s right to resort to self-help remedies or to comply with legal process, or to obtain provisional remedies such as injunctive relief, attachment, or garnishment by a court having appropriate jurisdiction; provided, however, that you or Complyify may elect to arbitrate any dispute related to such provisional remedies.

8.6. Conflicting Terms. In the event of a conflict between the arbitration rules and this arbitration agreement, this arbitration agreement shall govern.

8.7. WAIVER OF JURY TRIAL. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND COMPLYIFY AGREE THAT THERE WILL NOT BE A JURY TRIAL. YOU AND COMPLYIFY UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE THAT IN ANY WAY RELATES TO OR ARISES OUT OF THE AGREEMENT OR FROM ANY SOLUTION, SOFTWARE, HARDWARE, PRODUCTS AND SERVICES YOU RECEIVE FROM COMPLYIFY (OR FROM ANY ADVERTISING FOR ANY SUCH PRODUCTS OR SERVICES). IN THE EVENT OF LITIGATION, THIS PARAGRAPH MAY BE FILED TO SHOW A WRITTEN CONSENT TO A TRIAL BY THE COURT.

9. Limited Warranties; Disclaimer of Other Warranties.

9.1. Warranties. Complyify warrants that during an applicable subscription term (i) this Agreement and the documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your data, (ii) Complyify will not materially decrease the overall security of the Solution, and (iii) the Solution will perform materially in accordance with the applicable Documentation. For any breach of a warranty above, your sole remedy, and Complyify and its suppliers’ entire liability, in case of any breach of this limited warranty is that Complyify will, at its option, refund the price you paid for the Solution upon your return thereof, or provide an alternative remedy as required by local consumer law in your jurisdiction. These remedies may not be available in some countries to the extent that Complyify is subject to restrictions under applicable export-control laws and regulations.

9.2. Exclusions. THE ABOVE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES. THEY REPLACE ALL OTHER WARRANTIES, REPRESENTATIONS, TERMS OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, PERFORMANCE, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EXCEPT FOR THE LIMITED WARRANTY IN THIS SECTION, THE SOLUTION IS PROVIDED AS IS. YOU ARE RESPONSIBLE FOR SELECTING THE SOLUTION TO ACHIEVE YOUR INTENDED RESULTS, FOR INSTALLING, ACCESSING AND USING THE SOLUTION, AND FOR THE RESULTS OBTAINED. COMPLYIFY DOES NOT WARRANT OR GUARANTEE THE SOLUTION’S USE OR PERFORMANCE. COMPLYIFY DOES NOT WARRANT OR GUARANTEE THAT THE SOLUTION’S OPERATION WILL BE FAILSAFE, UNINTERRUPTED, OR FREE FROM ERRORS OR DEFECTS, THAT THE SOLUTION WILL MAKE YOU COMPLIANT WITH APPLICABLE LAWS, PASS AN AUDIT OR AVOID A SECURITY INCIDENT, THAT THERE WILL BE NO MALFUNCTIONS OR OTHER ERRORS IN THE SOLUTION CAUSED BY VIRUS, INFECTION, WORM OR SIMILAR MALICIOUS CODE NOT INTRODUCED BY COMPLYIFY, OR THAT THE SOLUTION WILL MEET YOUR REQUIREMENTS. COMPLYIFY IS NOT LIABLE FOR ANY DOWNTIME OR SERVICE INTERRUPTION, FOR ANY LOST DATA OR SYSTEMS, OR FOR ANY OTHER DAMAGES ARISING OUT OF OR RELATING TO ANY NOISE ALERTS. YOU AGREE THAT THE COMPLYIFY SOLUTION, ITS USER INTERFACE, DATA OR REPORTS ARE NOT INTENDED TO BE USED AS EVIDENCE IN A LEGAL PROCEEDING AND COMPLYIFY SHALL HAVE NO OBLIGATION OR INVOLVEMENT THEREIN. The Solution is not fault-tolerant and is not designed or intended for high-risk activities such as use in hazardous environments requiring failsafe performance, including nuclear-facilities operations, air traffic communication systems, weapons systems, direct life-support machines, or any other application in which the failure of the Solution could lead directly to death, personal injury, or severe physical or property damage. This warranty does not cover defects, damage or failure of Software caused by misuse, accident, unauthorized modification, improper use or maintenance, a force majeure event (e.g., earthquake, lightning, flood, fire, etc.), inspection, reverse engineering (which is expressly prohibited) or any other damage or failure caused by a third party or a third party product.

10. Indemnity and Limitation of Liability.

10.1. Complyify Indemnification. COMPLYIFY WILL INDEMNIFY, DEFEND, AND HOLD YOU HARMLESS FROM ALL THIRD PARTY CLAIMS AND LAWSUITS WHICH ARE CAUSED BY THE PRODUCT’S INFRINGEMENT OF A U.S. COPYRIGHT, U.S. TRADEMARK, U.S. TRADE SECRET, OR U.S. PATENT OF SUCH THIRD PARTY UNDER UNITED STATES LAW. COMPLYIFY’S INDEMNIFICATION OBLIGATION IS SUBJECT TO: (A) YOU PROVIDING COMPLYIFY WITH PROMPT WRITTEN NOTICE OF ANY CLAIM OR LAWSUIT, (B) COMPLYIFY HAVING SOLE CONTROL OF THE DEFENSE AND ALL NEGOTIATIONS FOR SETTLEMENT OR COMPROMISE THEREOF AND (C) YOU REASONABLY COOPERATING IN THE DEFENSE OF SUCH CLAIM OR LAWSUIT. COMPLYIFY AGREES TO PAY ALL SETTLEMENTS ENTERED INTO BY COMPLYIFY, JUDGMENTS FINALLY AWARDED AGAINST YOU, AND ALL ATTORNEYS’ FEES AND EXPENSES FOR COUNSEL HIRED BY COMPLYIFY. YOU MAY ELECT TO PARTICIPATE IN ANY SUCH ACTION WITH COUNSEL OF ITS OWN CHOICE AND EXPENSE. COMPLYIFY WILL HAVE NO LIABILITY IF THE ALLEGED INFRINGEMENT IS BASED UPON: (I) A COMBINATION WITH ANY NON-COMPLYIFY PRODUCTS; (II) USE FOR A PURPOSE OR IN A MANNER NOT PROSCRIBED BY COMPLYIFY; (III) USE OF ANY OLDER VERSION OF A PRODUCT WHEN USE OF NEWER PRODUCT WOULD HAVE AVOIDED INFRINGEMENT; (IV) ANY MODIFICATION NOT MADE WITH COMPLYIFY’S WRITTEN APPROVAL OR ANY MODIFICATION MADE BY COMPLYIFY DUE TO YOUR SPECIFIC INSTRUCTIONS; (V) LICENSED COMPONENTS OR SOFTWARE FROM THIRD PARTIES OR (VI) ANY INTELLECTUAL PROPERTY RIGHT OWNED OR LICENSED BY YOU, YOUR COMPANY (IF YOU ARE USING FOR BENEFIT OF AN ENTITY), ITS END USERS OR ANY OF ITS/THEIR AFFILIATES. THE PROVISIONS OF THIS SECTION 10.1 SET FORTH COMPLYIFY’S SOLE AND EXCLUSIVE OBLIGATIONS, AND YOUR SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.

10.2. Your Indemnification of Complyify. YOU WILL INDEMNIFY COMPLYIFY AND, AT ITS OPTION, DEFEND ANY ACTION BROUGHT AGAINST COMPLYIFY TO THE EXTENT THAT IT IS BASED UPON A THIRD PARTY CLAIM ARISING OUT OF (I) THE UNAUTHORIZED OR UNLICENSED USE OF THE PRODUCTS; (II) YOUR INTELLECTUAL PROPERTY OR PRODUCTS VIOLATION OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, PRIVACY RIGHTS OR ANY VIOLATION OF APPLICABLE LAW; (III) YOUR GROSS NEGLIGENCE OR WILLFUL ACTS RESULTING IN THE DEATH, DISABILITY OR DAMAGE OR REAL PROPERTY OF SUCH THIRD PARTY; OR (IV) COMPLYIFY’S COMPLIANCE WITH YOUR DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS WHERE SUCH CLAIM WOULD HAVE BEEN AVOIDED BUT FOR SUCH COMPLIANCE WITH YOUR REQUEST, AND WILL PAY ANY COSTS, DAMAGES AND REASONABLE ATTORNEYS' FEES ATTRIBUTABLE TO SUCH CLAIM THAT ARE AWARDED AGAINST COMPLYIFY, PROVIDED THAT COMPLYIFY (A) NOTIFIES YOU IN WRITING OF THE CLAIM WITHIN TEN (10) DAYS AFTER BECOMING AWARE OF SUCH CLAIM; (B) GRANTS YOU SOLE CONTROL OF THE DEFENSE AND SETTLEMENT OF THE CLAIM, IF YOU ASSUME SUCH DEFENSE; AND (C) PROVIDES YOU WITH ALL ASSISTANCE, INFORMATION AND AUTHORITY REASONABLY REQUIRED FOR THE DEFENSE AND SETTLEMENT OF THE CLAIM.

10.3. Limitation of Liability. UNDER NO CIRCUMSTANCES ARE COMPLYIFY OR ITS SUPPLIERS LIABLE TO YOU FOR ANY: (A) INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING THOSE RESULTING FROM DEATH, DISABILITY, INJURY, OR DAMAGE TO TANGIBLE PROPERTY; (B) THEFT OF PERSONALLY IDENTIFIABLE INFORMATION, VIOLATION OF ANY LAWS BY YOU INCLUDING PRIVACY LAWS, OR COST OF PROCURING SUBSTITUTE SOLUTION OR SERVICES, AND (C) DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF PERSONNEL SALARIES, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, OR NEGLIGENCE OF ANY KIND, OR FOR ANY OTHER INDIRECT DAMAGE OR LOSS. IN NO EVENT WILL COMPLYIFY, COMPLYIFY AFFILIATES’ OR COMPLYIFY SUPPLIERS’ AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES UNDER THIS AGREEMENT EXCEED THE PRICE YOU PAID FOR THE APPLICABLE SOLUTION, OR US$ 100 (OR THE EQUIVALENT AMOUNT IN NATIONAL CURRENCY) IF YOU USED A FREE VERSION OF THE SOLUTION. COMPLYIFY SHALL HAVE NO LIABILITY OR OBLIGATION FOR ANY DAMAGES THAT ARISE FROM THE USE OF HARDWARE AS PART OF OR IN COMBINATION WITH ANY DEVICES, PARTS OR THIRD PARTY PRODUCTS THAT ARE NOT PROVIDED BY COMPLYIFY AND ARE INCONSISTENT WITH THE DESIGNED PURPOSE OF THE COMPLYIFY HARDWARE. You agree to the limitations of liability in this Section 10.3 and acknowledge that without your agreement to this term, the fee charged for the Solution would be higher. Nothing in this Agreement limits any rights you may have under existing consumer-protection statutes or other applicable laws, that may not be waived by contract in your jurisdiction.

11. Government End Users and Export Control. The Software is commercial computer software under DFARS Section 217.7202, the Defense Federal Acquisition Regulations Supplement (codified under Chapter 2 in Title 48, Code of Federal Regulations). The accompanying documentation (if any) is commercial-computer-software documentation under FAR Section 12.212, the Federal Acquisition Regulations (codified in Title 48 of the United States Code of Federal Regulations). Any use, modification, reproduction, release, performance, display, or disclosure of the Software and accompanying documentation by the United States Government is governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement. Your use of the Solution and its related documentation, including technical data, may not be exported or re-exported in violation of the U.S. Export Administration Act, its implementing laws and regulations, the laws and regulations of other U.S. agencies, or the export and import laws of the jurisdiction in which you obtained the Solution. Export to a particular individual, entity, or country may be prohibited by law. Information about import restrictions can be found at websites maintained by OFAC.

12. Third Party Programs. Some third-party materials included with the Solution may be subject to other terms and conditions, which are typically found in a “Read Me” or an “About” file accompanying the Solution. Those third-party materials may include software source code licensed by third parties under one or more open-source or free-software licenses, including the GNU General Public License (GPL), which are considered “Open Source Software.” The Open Source Software is licensed under terms and conditions different from this Agreement and may, in some cases, conflict with the terms of this Agreement and will apply instead of the terms of this Agreement. If an Open Source Software license requires Complyify to distribute any source code related to the Software or any modifications to the Software, Complyify will make the source code available on request.

13. General. Complyify does not waive any provision of this Agreement unless done so in a signed writing. If any part of this Agreement is for any reason held to be unenforceable, that part is, to that extent, deemed omitted, and the rest of it remains fully enforceable; PROVIDED HOWEVER, THAT THE ARBITRATION AGREEMENT SHALL NOT APPLY TO ANY CLAIMS AS TO WHICH THE LIMITATIONS ON CLASS ACTIONS OR CONSOLIDATED ARBITRATION ARE NOT PERMITTED BY APPLICABLE LAW. This Agreement, including Complyify’s Privacy Policy, which is incorporated in this Agreement, constitutes the entire agreement between you and Complyify and governs your use of the Solution. This Agreement completely replaces any prior agreements between you and Complyify in relation to the Solution, and any other communications, representations, or advertising relating to the Solution. This Agreement operates to the fullest extent permissible by law. Except as provided in below, this Agreement, the use of the Solution, the relationship of the parties, and any disputes arising out of, concerning, or relating to the Agreement, including any disputes between you and Complyify, will be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law principles, except that the FAA governs all provisions relating to arbitration. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to the Solution. You are responsible for any charges incurred with your data or mobile service provider in connection with your use of the Solution, including any overage and penalties assessed for exceeding your data or minute allowance, or use of domestic or international short message service. You are responsible for knowing your country’s privacy laws and whether or not the use of the Complyify Solution will violate applicable law.