,WEBSITE TERMS OF USE

 

1. AGREEMENT

These Terms of Service (this “Agreement”) constitute a legally binding agreement by and between LicenseComply., a Delaware corporation (hereinafter, “LicenseComply”), and you, individually and as an authorized representative and/or agent for your company and/or entity, and any company and/or entity which obtains any Services (as hereinafter defined) from LicenseComply (in either case, collectively “You” or “Your”) under this account (the “Account”) concerning Your use of LicenseComply’s website (the “Website”) and the services available through the Website (the “Services”), including those Services which may be ordered by You over the telephone. By using the Website and/or the Services, You represent and warrant that You have read and understood, and agree to be bound by, the Agreement and LicenseComply’s Privacy Policy (the “Privacy Policy”), which is incorporated herein by reference and made part of this Agreement.

IF YOU DO NOT UNDERSTAND THIS AGREEMENT OR DO NOT AGREE TO BE BOUND BY IT OR THE PRIVACY POLICY, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING THE SERVICES. For more information on discontinuing LicenseComply annual monitoring services, see Section 6 below.

2. PRIVACY POLICY

By using the Website, You consent to the collection and use of certain information about You, as specified in the Privacy Policy. LicenseComply encourages users of the Website to frequently check LicenseComply’s Privacy Policy for changes.

3. CHANGES TO THE AGREEMENT AND PRIVACY POLICY

Internet and wireless technology and the applicable laws, rules, and regulations change frequently. ACCORDINGLY, LICENSECOMPLY RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AND ITS PRIVACY POLICY AT ANY TIME UPON NOTICE TO YOU, TO BE GIVEN BY THE POSTING OF A NEW VERSION OR A CHANGE NOTICE ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO REVIEW THIS AGREEMENT AND THE PRIVACY POLICY PERIODICALLY. IF AT ANY TIME YOU FIND EITHER UNACCEPTABLE, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING THE SERVICES. Unless LicenseComply obtains Your express consent, any revised Privacy Policy will apply only to information collected by LicenseComply after such time as the revised Privacy Policy takes effect and not to information collected under any earlier Privacy Policies.

4. ELIGIBILITY

BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. Any individual using the Website or Services on behalf of a company further represents and warrants that they are authorized to act and enter into contracts on behalf of that company. This Agreement is void where prohibited.

5. THE WEBSITE DOES NOT PROVIDE LEGAL SERVICES ADVICE; NO ATTORNEY-CLIENT RELATIONSHIP

LicenseComply provides, without limitation, business license research services, business license filing, business license verification, business license assessment, document retrieval, and business license monitoring services. LicenseComply may review the information provided by You in connection with such services for completeness, consistency, spelling, and grammar; however, LicenseComply does not, at any time, review such information for legal sufficiency or apply the law to the facts of Your specific situation. LicenseComply provides the Website for information purposes only. THE WEBSITE DOES NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, LEGAL ADVICE OR OPINION. LicenseComply is not a law firm, and LicenseComply does not provide legal services or render legal advice. The Website and Services are not a substitute for the advice of an attorney. If You require legal advice or services, You should consult an attorney. YOUR USE OF THE WEBSITE DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND LICENSECOMPLY.

6. DISCONTINUING/CANCELING SERVICES; BUSINESS LICENSE MONITORING SERVICES;

Cancellation of Subscription. Certain of the Company’s products and services are offered on an ongoing basis with a yearly subscription. Users may cancel subscriptions at any time by emailing service@licensecomply.com . Your subscription shall continue until the end of the existing subscription period and shall terminate at the completion of that period. You shall not be charged after a cancellation. No Refunds All sales are final, and the Company does not offer any money-back guarantees. You recognize and agree that you shall not be entitled to a refund for any purchase under any circumstances. No Warranties THE COMPANY MAKES NO WARRANTIES REGARDING THE PERFORMANCE OR OPERATION OF THIS WEBSITE. THE COMPANY FURTHER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE INFORMATION, CONTENTS, MATERIALS, DOCUMENTS, PROGRAMS, PRODUCTS, BOOKS, OR SERVICES INCLUDED ON OR THROUGH THIS WEBSITE. TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. THE COMPANY AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE WEBSITE AT ANY TIME. THE COMPANY AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE WEBSITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND.
You hereby acknowledge and agree that if You do not satisfy at least one of the Cancellation Conditions before the business license monitoring service fee is due, LicenseComply shall continue to provide the service in connection with that business entity. You will continue to incur costs and late penalties (if any) for such services. If, thereafter, You satisfy one of the Cancellation Conditions, You will not be entitled to a pro-rata refund. Further, You acknowledge and agree that if You have not met one of the Cancellation Conditions or You have not paid an annual business license monitoring service fee by its due date, LicenseComply may, in its sole discretion, charge You the then-current service fee and any applicable tax or other charges to the payment method You provided during registration or in subsequent Account payments. Additionally, if the Account is in delinquent status or the entity is defunct, any Account contacts, including, but not limited to the Account primary contact and entity officers and/or directors, shall be responsible for the payment of the Account.

You acknowledge that upon completing the obligations in this Section, You accept full responsibility for any business license compliance documents issued to Your registered entity. In addition to all limitations of liability contained in Section 22 of this Agreement, You hereby release LicenseComply of all liability to You or Your registered entity occurring after the Effective Date regarding service of business license renewal notices or requirements and any other services provided for under this Agreement.

7. BUSINESS LICENSE FILING

LicenseComply business license services include obtaining the most up-to-date forms to apply for each license, permit, and registration, including ISO, utility, and pipeline filings. Identifying the requirements and documentation required for each license application. Preparing and following up on each application. LicenseComply business licensing services also includes communicating with all licensing agencies to resolve any issues or deficiencies.

8. BUSINESS LICENSE ASSESSMENT/ BUSINESS LICENSE VERIFICATION SERVICES

LicenseComply performs a comprehensive business license audit. The service includes jurisdiction research of all licensing requirements; verification of the business’s existing licenses (status and renewal dates); and identification of gaps within the business portfolio.

LicenseComply’s BUSINESS LICENSE ASSESSMENT SERVICES verifies the status of all existing licenses, including the business license status, license renewal dates, and state-by-state or county-by-county license information reports.

9. BUSINESS LICENSE MONITORING SERVICES

LicenseComply verifies that all licenses are active and in good standing, and uploads and maintains all license information, supporting documentation, and renewal information in our secured system.

All guarantees related to LicenseComply’s business license monitoring service is effective 30 days after the purchase of the service. LicenseComply will assist with licensing requirements due inside the first 30 days of service but cannot guarantee filing by the due date within that initial period. If payment for license monitoring service is not submitted to LicenseComply by the invoice due date, LicenseComply reserves the right to cancel and/or remove this service at any time. Further, You acknowledge if any information requested by LicenseComply is not provided to LicenseComply at least ten (10) business days prior to the due date in the form of written confirmation (including e-mail, facsimile, or mailed letter) from You or a previously authorized contact, any late fees assessed by the applicable state shall be Your responsibility.

10. TAXES, REPORTING, AND LEGAL RESPONSIBILITIES

You are solely responsible for satisfying all tax, reporting, and legal responsibilities, including but not limited to income tax, payroll tax, payroll withholding, sales and use tax, governmental reporting, and other legal requirements under applicable law.

11. LICENSE

Subject to Your compliance with the terms and conditions of this Agreement, LicenseComply grants You a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Website and Services. The Website, or any portion of the Website, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose without the express written consent of LicenseComply. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of LicenseComply or any other party. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.

12. USER INFORMATION; PASSWORD PROTECTION

In connection with Your use of certain Services, You are required to complete a registration form. You represent and warrant that all user information You provide on the registration form or otherwise in connection with Your use of the Website and Services, including without limitation your mailing address, will be current, complete, and accurate and that You will update that information as necessary to maintain its completeness and accuracy by visiting your personal profile. For additional information, see the section concerning “User Ability to Access, Update, and Correct Personal Information” in LicenseComply’s Privacy Policy.

You will also be asked to provide or may be given a username and password in connection with certain of the Services. You are entirely responsible for maintaining the confidentiality of Your password. You may not use the Account, user name, or password of any other Member at any time. You agree to notify LicenseComply immediately of any unauthorized use of Your Account, user name, or password. LicenseComply shall not be liable for any loss that You incur as a result of someone else using Your password, either with or without Your knowledge. You may be held liable for any losses incurred by LicenseComply, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of Your Account or password. You must also promptly notify LicenseComply if any credit/debit card that You have provided to us is lost, stolen, or used without permission.

13. OFFICIAL INFORMATION PROVIDED BY YOU

LicenseComply’s business license filing services, LicenseComplyoration, business assessment/verification services, and business license monitoring services require the filing of official documents (“Official Documents”) with certain federal, state, regulatory, or county agencies (e.g., the Contractors board and state offices of the secretary of the state) (each a “Governmental Agency”). In order to prepare and file Official Documents, certain information (such as the name of your corporation or limited liability company (LLC), the name and address of your corporation or LLC’s registered agent, the name and address of the directors and officers of your corporation or members or managers of your LLC, and the name of your trademark and the goods and/or services provided under such trademark) (collectively, “Official Information”) must be submitted to the appropriate Governmental Agency. You represent and warrant that all Official Information You provide will be complete and accurate; LicenseComply does not, and cannot, investigate Official Information provided by You. You hereby acknowledge and understand that any willful and false statement made by You on an Official Document may be punishable by fine, imprisonment, or both. LicenseComply DOES NOT REPRESENT, WARRANT OR GUARANTEE THE CURRENCY OR ACCURACY OF OFFICIAL INFORMATION, AND HEREBY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY OFFICIAL INFORMATION PROVIDED BY YOU.

14. ELECTRONIC SIGNATURES

You expressly authorize LicenseComply to affix a copy of the digital signature used for this Agreement to any Official Documents as necessary to permit LicenseComply to fulfill its obligations under this Agreement, including but not limited to fulfilling any order placed on Your Account. In the event the signature required for any Official Documents is NOT the digital signature used for this Agreement, You understand it is Your responsibility to notify LicenseComply that the digital signature on file should not be used.

15. CONSENT TO RECEIVE E-MAIL FROM LicenseComply

By registering with the Website, You thereby consent to receive periodic e-mail communications regarding the Services. As part of registration, You may also elect to receive periodic e-mail communications regarding special offers and other promotions (collectively, “Special Offers”). You may opt out of receiving Special Offers at any time by (a) following the unsubscribe instructions contained in each Special Offer; or (b) changing the e-mail preferences in your Account.

16. FEES; CANCELLED ORDERS; RETURNED CHECKS & CHARGEBACKS; NEGOTIATED PRICES

You are responsible for all fees incurred by You as a result of any and all services performed by LicenseComply on Your behalf or at Your direction. Such fees shall be due and payable immediately upon receipt by You of LicenseComply’s invoice, and You agree to keep a valid credit card on file with LicenseComply and authorize LicenseComply to charge the credit card on file in order to pay said fees as they become due. You may have the option to prepay for additional years of service at discounted rates (“Discounted Services”). ALL FEES AND CHARGES WITH REGARD TO DISCOUNTED SERVICES ARE NONREFUNDABLE, AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS; HOWEVER, YOU MAY TRANSFER UNUSED DISCOUNTED SERVICES TO DIFFERENT BUSINESS ENTITIES WITHIN YOUR LicenseComply ACCOUNT.

All refund requests must be made within sixty (60) days of the issuance of services. You acknowledge and understand that LicenseComply may withhold funds from a canceled order in accordance with the following terms.
Any and all funds already paid to vendors, third-party partners, and/or state agencies, including but not limited to state filing fees, publication fees, licensing assistance or research, UCC matters, and corporate kits, are nonrefundable.

If You cancel an order after the audit and payment processes are complete but before any other processing has occurred, LicenseComply will refund You the total order amount less $29.00.

For orders requiring LicenseComply to prepare documents for filing with a governmental agency, no refunds for document preparation are available after the documents have been prepared.

A $35.00 returned check fee will be assessed to cover the cost of checks returned to LicenseComply due to non-sufficient funds or closed accounts.

While LicenseComply does not dispute legitimate credit card chargebacks, You agree and understand that LicenseComply will charge You, and You agree to pay, a $300.00 per response chargeback fee, in addition to any collection costs and/or cancellation fees to be assessed in accordance with the above cancellation policy, to address LicenseComply’s cost of responding to improper credit card chargebacks.

Any special or reduced product or service pricing in recognition of quantity or other consideration is provided with the understanding and acceptance that all invoices must be paid by the due date of the invoice. If an invoice with items billed at a special pricing rate is not paid by the due date, LicenseComply reserves the right, in its sole discretion, to revert pricing on those items to LicenseComply’s current standard rates.

In the event You provide or fail to correct an address on Your Account to which a third party (such as Federal Express) deems to be an undeliverable address, You shall be responsible to cover any return cost fees issued by the third party.

17. THIRD-PARTY WEBSITES

The Website is linked with the websites of third parties (“Third-Party Websites”), some of whom may have established relationships with LicenseComply and some of whom may not. LicenseComply does not have control over the content and performance of Third-Party Websites. LicenseComply HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, INCLUDING COMPUTER SOFTWARE OR OTHER GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES. ACCORDINGLY, LicenseComply DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES. LicenseComply DISCLAIMS, AND YOU AGREE TO ASSUME ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF THIRD-PARTY WEBSITES.
YOU AGREE THAT, WHEN LINKING TO OR OTHERWISE ACCESSING OR USING A THIRD-PARTY WEBSITE, YOU ARE RESPONSIBLE FOR: (I) TAKING PRECAUTIONS AS NECESSARY TO PROTECT YOU AND YOUR COMPUTER SYSTEMS FROM VIRUSES, WORMS, TROJAN HORSES, MALICIOUS CODE, AND OTHER HARMFUL OR DESTRUCTIVE CONTENT; (II) ANY DOWNLOADING, USE OR PURCHASE OF MATERIAL THAT IS OBSCENE, INDECENT, OFFENSIVE, OR OTHERWISE OBJECTIONABLE OR UNLAWFUL, OR THAT CONTAINS TECHNICAL INACCURACIES, TYPOGRAPHICAL MISTAKES, AND OTHER ERRORS; (III) ANY DOWNLOADING, USE OR PURCHASE OF MATERIAL THAT VIOLATES THE PRIVACY OR PUBLICITY RIGHTS, OR INFRINGES THE INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS OF THIRD PARTIES, OR THAT IS SUBJECT TO ADDITIONAL TERMS AND CONDITIONS, STATED OR UNSTATED; (IV) ALL FINANCIAL CHARGES OR OTHER LIABILITIES TO THIRD PARTIES RESULTING FROM TRANSACTIONS OR OTHER ACTIVITIES; AND (V) READING AND UNDERSTANDING ANY TERMS OF USE OR PRIVACY POLICIES THAT APPLY TO THOSE THIRD-PARTY WEBSITES.

18. RELIANCE ON THIRD-PARTY CONTENT

Opinions, advice, statements, or other information made available by means of the Website and Services by third parties, are those of their respective authors and should not necessarily be relied on. Such authors are solely responsible for such content. LicenseComply DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY INFORMATION ON THE WEBSITE; OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE BY A THIRD-PARTY BY MEANS OF THE WEBSITE AND SERVICES. UNDER NO CIRCUMSTANCES WILL LicenseComply BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE WEBSITE OR TRANSMITTED TO OR BY ANY THIRD-PARTY.

19. OBJECTIONABLE CONTENT

You represent and warrant that you shall not use the Website or Services to upload, post, transmit, display, perform or distribute any content, information or materials that: (a) are libelous, defamatory, abusive, or threatening, excessively violent, harassing, obscene, lewd, lascivious, filthy, or pornographic; (b) constitute child pornography; (c) solicit personal information from or exploit in a sexual or violent manner anyone under the age of 18; (d) incite, encourage or threaten physical harm against another; (e) promote or glorify racial intolerance, use hate and/or racist terms, or signify hate towards any person or group of people; (f) glamorize the use of hard core illegal substances and drugs; (g) advertise or otherwise solicit funds or constitute a solicitation for goods or services; (h) violate any provision of this Agreement or any other LicenseComply agreement or policy; or (i) is generally offensive or in bad taste, as determined by LicenseComply (collectively, “Objectionable Content”). LicenseComply DISCLAIMS ANY PERCEIVED, IMPLIED, OR ACTUAL DUTY TO MONITOR THE CONTENTS OF THE WEBSITE AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED HEREON. Without limiting any of its other remedies, LicenseComply reserves the right to terminate Your use of the Website and Services or Your uploading, posting, transmission, display, performance, or distribution of Objectionable Content. LicenseComply, in its sole discretion, may delete any Objectionable Content from its servers. LicenseComply intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.

20. PROHIBITED USES

LicenseComply imposes certain restrictions on Your use of the Website and the Services. You represent and warrant that you will not: (a) provide false, misleading or inaccurate information to LicenseComply; (b) impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity; (c) harvest or otherwise collect information about LicenseComply users, including email addresses and phone numbers; (d) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website for any use, including without limitation use on third-party websites; (e) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (f) attempt to probe, scan, or test the vulnerability of the Services, the Website, or any associated system or network, or breach security or authentication measures without proper authorization; (g) interfere or attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (h) use the Website or Services to send unsolicited e-mail, including without limitation promotions or advertisements for products or services; (i) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Website or Services; or (j) attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the LicenseComply Parties in providing the Website or Services. Any violation of this section may subject You to civil and/or criminal liability, AND LicenseComply WILL PROSECUTE YOU TO THE FULLEST EXTENT OF THE LAW.

21. INTELLECTUAL PROPERTY

(a) Compliance with Law

You represent and warrant that, when using the Website and Services, You will obey the law and respect the intellectual property rights of others. Your use of the Website and Services is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to upload, post, transmit, display, perform or distribute any content, information, or other materials in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE WEBSITE AND SERVICES. THE BURDEN OF PROVING THAT CONTENT, INFORMATION, OR OTHER MATERIALS DO NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS RESTS SOLELY WITH YOU.

(b) Trademarks

LicenseComply, LicenseComply.com, and the LicenseComply logo (collectively, the “LicenseComply Marks”) are trademarks or registered trademarks of LicenseComply. Other trademarks, service marks, graphics, logos, and domain names appearing on the Website may be the trademarks of third parties. Neither Your use of the Website and Services nor this Agreement grants You any right, title, or interest in or to, or any license to reproduce or otherwise use, the LicenseComply Marks or any third-party trademarks, service marks, graphics, logos, or domain names. You agree that any goodwill in the LicenseComply Marks generated as a result of Your use of the Website and Services will inure to the benefit of LicenseComply, and You agree to assign and hereby do assign all such goodwill to LicenseComply. You shall not at any time, nor shall You assist others to challenge LicenseComply’s right, title, or interest in or to, or the validity of, the LicenseComply Marks.

(c) Copyrighted Materials; Copyright Notice

All content and other materials available through the Website and Services, including without limitation the LicenseComply logo, design, text, graphics, and other files, and the selection, arrangement, and organization thereof, are either owned by LicenseComply. or are the property of LicenseComply’s licensors and suppliers. Except as explicitly provided, neither Your use of the Website and Services nor this Agreement grant You any right, title, or interest in or to any such materials. Copyright © 1998 to the present, LicenseComply. ALL RIGHTS RESERVED.

(d) DMCA Policy

As LicenseComply asks others to respect LicenseComply’s intellectual property rights, LicenseComply respects the intellectual property rights of others. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want LicenseComply to delete, edit, or disable the material in question, you must provide LicenseComply with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit LicenseComply to locate the material; (d) information reasonably sufficient to permit LicenseComply to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to LicenseComply’s designated agent at: Attn: Copyright Agent, LicenseComply., 8 The Green, Suite 14093, Dover, DE 19901.

22. DISCLAIMERS; LIMITATION OF LIABILITY

(a) NO WARRANTIES

LICENSECOMPLY, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSECOMPLY, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NEITHER LICENSECOMPLY NOR ITS LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT LicenseComply WILL RECEIVE DOCUMENTS YOU UPLOAD TO LICENSECOMPLY’S SERVERS. YOU AGREE AND UNDERSTAND THAT IT IS YOUR RESPONSIBILITY TO CONFIRM RECEIPT BY LICENSECOMPLY OF DOCUMENTS UPLOADED TO LICENSECOMPLY’S SERVERS. NEITHER LicenseComply NOR ITS LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER FOR YOUR USE OF THE WEBSITE OR SERVICES.

(b) YOUR RESPONSIBILITY FOR LOSS OR DAMAGE; BACKUP OF DATA

YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD LICENSECOMPLY OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS, OR OTHER LIMITATIONS.
IMPORTANTLY, YOU HEREBY ACKNOWLEDGE THAT A CATASTROPHIC DISK FAILURE OR OTHER EVENT COULD RESULT IN THE LOSS OF ALL OF THE DATA RELATED TO YOUR ACCOUNT. YOU AGREE AND UNDERSTAND THAT IT IS YOUR RESPONSIBILITY TO BACK UP YOUR DATA TO YOUR PERSONAL COMPUTER OR EXTERNAL STORAGE DEVICE AND TO ENSURE SUCH BACKUPS ARE SECURE.

(c) LIMITATION OF LIABILITY

THE LIABILITY OF LicenseComply AND ITS LICENSORS AND SUPPLIERS IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSECOMPLY OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO LICENSECOMPLY OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF A BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF LICENSECOMPLY AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE AGGREGATE PRICE YOU PAID TO LICENSECOMPLY DURING THE SIX MONTHS PRECEDING THE INCIDENT OR INCIDENTS GIVING RISE TO SUCH LIABILITY. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN LICENSECOMPLY AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. WITHOUT LIMITATION, YOU RELEASE LICENSECOMPLY FROM ALL LIABILITY REGARDING SERVICE OF PROCESS AFTER CANCELLATION AND/OR TERMINATION. THIS INCLUDES, WITHOUT LIMITATION, A RELEASE OF ANY LEGAL LIABILITY TO YOU LICENSECOMPLY ‘S REFUSAL TO ACCEPT SERVICE OF PROCESS ON YOUR BEHALF AFTER CANCELLATION AND/OR TERMINATION. For additional information, please see Section 6 regarding the Removal of Registered Agency Upon Cancellation.

(d) APPLICATION

THE ABOVE DISCLAIMERS, WAIVERS, AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT BETWEEN YOU AND LICENSECOMPLY OR BETWEEN YOU AND ANY OF LICENSECOMPLY ‘S LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS, AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS, AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. LICENSECOMPLY ‘S LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS, AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.

23. YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant that Your use of the Website and Services will be in accordance with this Agreement and any other LicenseComply policies, and with any applicable laws or regulations.

24. INDEMNITY BY YOU

Without limiting any indemnification provision of this Agreement, You agree to defend, indemnify and hold harmless LicenseComply and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors, assigns, and industry professionals (collectively, the “Indemnified Parties”) from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, “Claims”), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website or Services; (iii) Your provision to LicenseComply or any of the Indemnified Parties of information or other data; or (iv) Your violation or alleged violation of any foreign or domestic, federal, state or local law or regulation.
The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify, or hold harmless the Indemnified Parties. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.

25. GOVERNING LAW; JURISDICTION AND VENUE

This Agreement is made subject to and shall be governed by and construed exclusively under the laws of the State of Delaware, without regard to conflicts of laws principles. Each party hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the District of Delaware or any court of the State of Delaware located in the City of Dover in any action, suit, or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and agrees that any such action, suit or proceeding shall be brought only in such court, provided, however, that such consent to jurisdiction is solely for the purpose referred to in this section and shall not be deemed to be a general submission to the jurisdiction of said courts or in the State of Nevada other than for such purpose. Each party hereby irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit or proceeding brought in such a court and any claim that any such action, suit or proceeding brought in such a court has been brought in an inconvenient forum. In the event of the bringing of any action, arbitration, or suit by a party hereto against another party hereunder by reason of any breach of any of the covenants, agreements, or provisions on the part of the other party arising out of this Agreement, then in that event, the prevailing party will be entitled to have the recovery of and from the other party all costs and expenses of the action, arbitration or suit, reasonable attorneys’ fees and any other professional fees resulting therefrom.

ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.

26. TERMINATION

(a) By LicenseComply

WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, LICENSECOMPLY RESERVES THE RIGHT TO, IN LICENSECOMPLY’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY USE OF THE WEBSITE AND/OR SERVICES TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR ANY BREACH OR SUSPECTED BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION.
IN THE EVENT LICENSECOMPLY TERMINATES THIS AGREEMENT, AND ANY SERVICES, AS A RESULT OF YOUR BREACH OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO NONPAYMENT OF ANY FEES, YOU AGREE TO BE RESPONSIBLE FOR AND/OR REIMBURSE LICENSECOMPLY FOR THE COST OF RESIGNING AS THE REGISTERED AGENT OF ANY OF YOUR ENTITIES.

(b) Automatic Termination Upon Breach By You

This Agreement shall automatically terminate in the event that You breach any of this Agreement’s representations, warranties, or covenants. Such termination shall be automatic and shall not require any action by LicenseComply. For the avoidance of doubt, notwithstanding the automatic termination of this Agreement, You are still responsible for all fees You incur pursuant to Section 6 and/or Section 16.

(c) By You

You may terminate this Agreement and Your rights hereunder at any time, for any or no reason at all, by providing to LicenseComply notice of Your intention to do so in the manner required by this Agreement.

(d) Effect of Termination

Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website and Services. Upon termination, LicenseComply may, but has no obligation to, in LicenseComply’s sole discretion, rescind any services, including without limitation business license monitoring services, and/or delete from LicenseComply’s systems all Your Personal Information and any other files or information that You made available to LicenseComply or that otherwise relate to Your use of the Website or Services. Subsequent to termination, LicenseComply reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Website and Services, including without limitation technological barriers such as IP mapping and direct contact with Your Internet Service Provider.

(e) Collection or Legal Action

In the event, You are in default of Your obligation to pay LicenseComply for any amounts due, and the overdue Account is then referred to a debt collection agency, You shall be liable for the recovery costs incurred and any fees charged by the agency. Additionally, if LicenseComply, in LicenseComply’s sole discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, LicenseComply will be entitled to recover from You as part of such legal action, and You agree to pay, LicenseComply’s reasonable costs and attorneys’ fees incurred as a result of such legal action. LicenseComply will have no legal obligation or other liability to You or to any third party arising out of or relating to any termination of this Agreement.

(f) Survival

Upon termination, all rights and obligations created by this Agreement will terminate, except that Sections 1-3, 5-9, 11-12, and 14-28 will survive any termination of this Agreement. For clarification, termination of this Agreement will not relieve You of Your obligation to pay any fees owed LicenseComply, including without limitation the fees outlined in Section 6 and/or Section 16.

27. NOTICES

All notices required or permitted to be given under this Agreement must be in writing. LicenseComply shall give any notice – including, but not limited to, service of process documents – by e-mail sent to the most recent e-mail address if any, provided by the intended recipient to LicenseComply. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR E-MAIL ADDRESS ON FILE WITH LICENSECOMPLY IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY LICENSECOMPLY OF AN E-MAIL TO THAT ADDRESS. You shall give any notice to LicenseComply by means of: (i) hand delivery; (ii) certified U.S. mail, return receipt requested, postage prepaid; or (iii) overnight courier, each sent to 8 The Green, Suite 14093, Dover, DE 19901. All notices to LicenseComply will be deemed received as follows: (i) if by hand-delivery, on the date of delivery; (ii) if delivery by U.S. mail, on the date of receipt appearing on a return receipt card; or (iii) if by overnight courier, on the date the receipt is confirmed by such courier service. You agree that any notice received from LicenseComply electronically satisfies any legal requirement that such notice be in writing.

28. RESELLER PROVISIONS

If You resell certain Services offered by LicenseComply to Your own clients (each, a “Client”, and collectively, the “Clients”), You understand and acknowledge that any charges, fees, or late fees incurred on the Account, or any successor account, shall be Your responsibility, as the Account holder. You acknowledge and agree that nonpayment of any fees or charges by a Client to You shall not relieve You of the obligation to maintain the Account, or any successor account, in good standing. If You wish to cancel monitoring services for an Entity (as hereinafter defined), You shall be responsible for any cancellation fees incurred in the transaction. “Entity” means any entity that is linked to the Account.

Additionally, in the event You allow the Account to become past due, abandon the Account, or fail to respond to any communication from LicenseComply, You acknowledge and agree that LicenseComply has the right to: i) contact the Clients and request they set up their own account(s) directly with LicenseComply, ii) if contacted by a Client, or upon request of a Client, create a new account for the Client directly with LicenseComply, or iii) cancel services. If LicenseComply elects to cancel services, You acknowledge that You shall be responsible for any cancellation fees (in addition to any past-due balances on the Account).

29. GENERAL

This Agreement constitutes the entire agreement between LicenseComply and You concerning Your use of the Website and Services and supersedes all prior agreements and representations. This Agreement may only be modified by a written amendment signed by an authorized executive of LicenseComply, or by Your acceptance of an updated version of this Agreement. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties original intent, and the remainder of this Agreement will not be affected thereby, and each remaining term and provision of this Agreement will be valid and be enforced to the fullest extent permitted by law. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of LicenseComply. This Agreement will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns. You and LicenseComply are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Except for the Indemnified Parties, the terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person. Notwithstanding the foregoing, You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third party rights by You would cause irreparable injury to LicenseComply and LicenseComply’s licensors and suppliers and would therefore entitle LicenseComply or LicenseComply’s licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions, or provisions of this Agreement. The parties agree time is strictly of the essence with respect to each and every term, condition, obligation, and provision hereof. You will, whenever and as often as it shall be requested to do so by LicenseComply, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any and all such approvals, consents, and any and all other documents and do any and all other acts as may be necessary to carry out the intent and purpose of this Agreement.

Last Updated January 1, 2023