LICENSE AGREEMENT

This is a legal agreement between you, the end user and purchaser (“Client” or “You”), and Ethics Unlimited, LLC (“EU”) doing business as Verify Comply. By accepting this Web Service License, you are agreeing to become bound by the terms and conditions set forth below. If you do not want to be bound by these terms and conditions, do not use EU’s services.

1. DEFINITIONS

Web Service shall mean the Comply Line application running on EU servers that are used by Client to fulfill a business need. Documentation shall mean all of the printed materials or electronic information, or data supplied by EU in the Comply Line application.

2. LICENSE

EU agrees to grant you a non-exclusive and non-transferable license to use the contracted Web Service subject to fulfilling the agreed payment terms on an ongoing basis. You may only use this service for the business specified at the time of purchased unless otherwise agreed in writing. The business specified at purchase time shall not compete with, redistribute, or resell the Web Service in any way. EU does not allow you to copy, modify, decompile, adapt, translate or distribute the screens and business logic that comprise the Web Service or its documentation, or create derivative works based upon the service, the underlying data, or its documentation. All rights not specifically granted in this Agreement are reserved by EU.

3. TERM

The Term shall commence after any trial period and end one year after the commencement date. Thereafter, the Subscription shall automatically renew for additional one (1) year periods unless either party gives written notice to the other of its intention to not renew the Subscription at least thirty (30) days prior to the expiration of the then-current Subscription Term.

4. TERMS OF USE

EU agrees to permit unlimited named users. At least one must be an Admin user. Client will be billed on Client’s personnel count specified at the time of signup. Client is responsible for updating its personnel count on an annual basis. Failure to update personnel count and/or pay fees may result in additional fees and/or deactivation of user accounts. Personnel count should include anyone who could use the service; i.e., part time, contractors, volunteers, etc.

Client will maintain Reasonable Use of the Web Service, in line with other accounts. If Client’s new event rate exceeds the average rate for accounts with comparable personnel counts, EU reserves the right to apply additional fees at any time. Any deviations from these terms require prior written consent by EU and could result in additional fees.

EU is not responsible for investigation or resolution of any case reported by the Web Service.

EU reserves the right to change or modify the Terms of Use at our sole discretion at any time. Any change or modification to the Terms of Use will be effective immediately upon posting by EU. For any material changes to the Terms, EU will take reasonable steps to notify you of such changes. In all cases, your continued use of the Web Service after publication of such modifications, with or without notification, constitutes binding acceptance of these modified Terms of Use.

5. PAYMENT TERMS

Client shall pay Service Provider the lump sum fee based upon the number of reporters/employees that will have access to Client’s reporting information. The lump sum fees will be in the form of an annual invoice.

Fees will be billed to the payment method listed on the account. Client may pay Fees by traditional paper check or credit card via annual invoice (pre-paid annually). Invoices will be emailed and are also accessible within ComplyLine. Payment must be received by Service Provider within 30 days of invoicing. Failure to pay Fees may result in immediate deactivation of user accounts. If payment is not received within 30 days of invoicing, EU reserves the right to deactivate the Web Service.

Late fees may be assessed if payment is not received within the terms specified. For an account to be reinstated after delinquency, a reactivation fee of $100 plus any outstanding invoice balance will be assessed.

In the event Client requires EU to use an accounts payable procedure which does not support EU’s automated billing, EU may terminate services or may charge additional service fees.

6. LIMITED LIABILITY

EU shall not be liable to Client or any other person for any special, consequential, indirect or other similar damages or claims including loss of profit, or any other commercial damage caused or imagined to have been caused directly or indirectly by the use, or the inability to use, the Web Service. EU specifically disclaims all other warranties, expressed or implied. EU makes no representations or warranties with respect to the merchantability or fitness of the Web Service for any particular purpose, business or application. Implied warranties of merchantability are expressly and specifically disclaimed. In no event shall EU have liability for damages to Client or any other person in excess of the price paid to EU for the license to use the Service, regardless of the form of any claim.

7. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless EU, EU’s vendors, and their affiliates and related entities and their respective directors, officers, employees, and agents from and against all claims, losses, damages, liabilities, and costs (including without limitation reasonable attorneys’ fees and court costs), arising out of or relating to your breach of the Web Service License or your access to or use of the EU services. The foregoing indemnification obligation shall survive termination of the Web Service License and the operation of the EU services or any product or service provided to you arising out of or relating to your use of the EU services.

8. JURISDICTION

Any action brought to enforce this agreement or, in connection with, any matters related to the Web Service License shall be brought only in either the state or Federal Courts located nearest Austin, Texas, and Client expressly consents to the jurisdiction of said courts.

9. UPDATES AND REVISIONS

EU reserves the right to modify and/or enhance the Software running the Web Service and its Documentation without obligation to notify any person or organization of such changes.

10. REFUND POLICY

To be eligible for a refund, cancellations must be requested within 5 days of the original purchase date. EU only issues refunds to the payment method used at the time of checkout. A refund will result in an immediate deactivation of the account, and all history will become inaccessible. To initiate a refund, please log in and submit the form on the Support Request section of this website.

11. CANCELLATION POLICY

EU requires that all subscription services be maintained for 12 months. To cancel at or after 12 months, Client must provide written notice to cancellations@verifycomply.com or submit a Cancellation Request from the ComplyLine Dashboard 30 days prior to the renewal of the Term.

EU reserves the right to cancel services with no notice if, in EU’s determination, Client is found in breach of these Terms of Service, Client not using the Web Service for its intended purpose, or Client operates in excess of a Reasonable Use.

If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement, and shall not affect the validity and enforceability of any remaining provisions. This represents the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing, signed by Ethics Unlimited, LLC.