Legal

Compliance Checkpoint Terms of Use Agreement

IF YOU REGISTER FOR FREE USE OF OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE USE.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY PURCHASING A SUBSCRIPTION UPGRADE THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services if you are a direct competitor of Compliance Experts or its affiliates, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on 21st March 2016. It is effective between you and us as of the date of You accepting this Agreement.

Table of Contents

  1. Definitions
  2. Free Use
  3. Our Responsibilities
  4. Use of the Services and Content
  5. Fees and Payment for Purchased Services
  6. Proprietary Rights and Licenses
  7. Confidentiality
  8. Representations, Warranties, Exclusive Remedies and Disclaimers
  9. Mutual Indemnification
  10. Limitation of Liability
  11. Term and Termination
  12. Who You Are Contracting With, Notices, Governing Law and Jurisdiction
  13. General Provisions

 

1. DEFINITIONS

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Terms of Use Agreement.

“Beta Services” means our services that are not generally available to customers.

“Content” means information obtained by us from our content licensors or publicly available sources and provided to you pursuant to a Subscription Upgrade, as more fully described in the Documentation.

“Documentation” means our online web pages, user guides, documentation, and help and training materials, as updated from time to time, accessible via support@compliancecheckpoint.com or login to the applicable Service.

“Free Use Period” means a period of 30 days from the date of initial registration.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Services, including, for example, Apple’s App Store, and any successor websites.

“Subscription Upgrade” means an online purchase of additional Services and user rights as described in the Documentation on web page (s) specifying the Services and user rights to be provided and is an agreement entered into between you and us or any of our Affiliates. By purchasing a Subscription Upgrade, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

"Purchased Services" means Services that you or your Affiliate purchase under a Subscription Upgrade, as distinguished from those provided pursuant to free use.

“Services” means the products and services that are ordered by you under a free use registration or a Subscription Upgrade and made available online by us, including associated offline components, as described in the Documentation. “Services” exclude Content.

“User” means an individual who is authorized by you to use a Service, for whom you have ordered the Service, and to whom you (or we at your request) have supplied a user identification and password. Users may include, for example, your employees, consultants, contractors and agents, and third parties with which You transact business.

"We," "Us" or "Our" means the Compliance Experts company described in Section 12 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction)

"You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.

“Your Data” means electronic data and information submitted by or for You to the Purchased Services or collected and processed by or for You using the Purchased Services, excluding Content.

 

2. FREE USE

If you register for free use, We will make one or more Services available to you free of charge until a) the expiry of the Free Use Period, or (b) the start date of any Purchased Service subscriptions ordered by you for such Service(s). Additional free use terms and conditions may appear on the free use registration page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE USE PERIOD WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE AN UPGRADE SUBSCRIPTION BEFORE THE END OF THE FREE USE PERIOD.

NOTWITHSTANDING SECTION 8 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), DURING THE FREE USE PERIOD THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.

Please review the User Guide during the Free Use Period so that you become familiar with the features and functions of the Services before You purchase an Upgrade Subscription.

 

3. OUR RESPONSIBILITIES

3.1. Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to this Agreement and the applicable Documentation, (b) provide you with access to our standard technical support services for an agreed fee or access to our upgraded technical support agreement if purchased, and (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give at least 8 hours electronic notice and which We shall schedule to the extent practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Australian Eastern Standard Time), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, or denial of service attack.

3.2. Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.3 (Compelled Disclosure) below, or (c) as you expressly permit in writing.

3.3 Our Personnel. We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.

3.4 Beta Services. From time to time, We may invite you to try Beta Services at no charge. You may accept or decline any such trial in your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of three months from the trial start date or the date that a version of the Beta Services becomes generally available. We may discontinue Beta Services at any time in our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

 

4. USE OF SERVICES AND CONTENT

4.1 Subscriptions. Unless otherwise provided in the Documentation, (a) Services and Content are purchased as subscriptions, (b) subscriptions may be upgraded during a subscription term at the price provided in the Documentation, prorated for the portion of the existing subscription term remaining at the time the subscription is upgraded, and (c) any upgraded subscription will terminate on the same day as the revised subscription period.

4.2 Usage Limits. Services and Content are subject to usage limits, including, for example, the quantities specified in the Documentation. Unless otherwise specified, (a) a quantity refers to Users, and the Service or Content may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service or Content. If you exceed a contractual usage limit, we may work with you to seek to reduce your usage so that it conforms to that limit. If, notwithstanding our efforts, you are unable or unwilling to abide by a contractual usage limit, you will execute a Subscription Upgrade for additional quantities of the applicable Services or Content promptly upon our request, and/or pay any invoice for excess usage in accordance with Section 5.2 (Invoicing and Payment).

4.3 Your Responsibilities. You will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of your Data and the means by which you acquired your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify us promptly of any such unauthorized access or use, and (d) use Services and Content only in accordance with this Agreement, the Documentation and applicable laws and government regulations.

4.4 Technical Support. You will be provided access to the Compliance Checkpoint Technical Support Team via our dedicated Compliance Checkpoint Help Centre. Requests for Technical Support can be lodged via our Help Centre - http://support.compliancecheckpoint.com/hc/en-us or emailed to our team using the following email address: Support@Compliancecheckpoint.com

All requests for Technical Support require the submission of a “Valid” Technical Support Ticket which can be purchased via the Compliance Checkpoint Help Centre or Compliance Experts website. Pricing for Technical Support Tickets are displayed on the Compliance Experts website (updated from time to time) and Technical Support Tickets will remain valid for a period of three (3) years from the date of purchase.

In the event that our team undertake an initial investigation on your behalf, and it is determined that the problem cannot be resolved without further exploration, You will have the option to submit additional Technical Support Tickets to further investigate the matter or effectively resolve the reported problem.

4.5 Usage Restrictions. You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than you or users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in an outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on your own intranets or otherwise for your own internal business purposes or as permitted in the Documentation, (k) access any Service or Content in order to build a competitive product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law).

4.6. Removal of Content. If we are required by a licensor to remove Content, or receive information that Content provided to you may violate applicable law or third-party rights, we may so notify you and in such event you will promptly remove such Content from your systems. If you do not take required action in accordance with the above, we may disable the applicable Content until the potential violation is resolved.

 

5. FEES AND PAYMENT FOR PURCHASED SERVICES

5.1. Fees. You will pay all fees specified in Documentation. Except as otherwise specified, (i) fees are based on Services and Content purchased and not actual usage, (ii) payment obligations are non-cancellable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

5.2. Invoicing and Payment. You will provide us with valid and updated credit card information or with a valid purchase order or alternative document reasonably acceptable to us. If you provide credit card information to us, you authorize us to charge such credit card for all Purchased Services listed in the Documentation for the initial subscription term and any renewal subscription term(s) as set forth in Section 11.2 (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Documentation. If the Documentation specifies that payment will be by a method other than a credit card, we will invoice you in advance and otherwise in accordance with the relevant Documentation. Unless otherwise stated in the Documentation, invoiced charges are due net 14 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.

5.3. Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting our rights or remedies, (a) those charges may accrue late interest at the rate of 12.0% of the outstanding balance per annum, and/or (b) we may condition future subscription renewals and Documentation on payment terms shorter than those specified in Section 5.2 (Invoicing and Payment)

5.4. Suspension of Service and Acceleration. If any amount owing by you under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with Section 12.2 (Manner of Giving Notice), before suspending services to You.

5.5. Payment Disputes. We will not exercise Our rights under Section 5.3 (Overdue Charges) or 5.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

5.6. Taxes. With exception to those organisations operating with in Australia, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, goods and services, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”)). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 5.6, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.

For the purpose of clarity, we are obliged to collect goods and services tax (GST) from You if You a) reside in Australia or b) use the Services in Australia. GST is charged at 10% of all fees payable by You. We will use Your billing address to determine if you reside in Australia, and we will rely on a declaration by you to determine if you use the Services in Australia.

5.7. Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.

 

6. PROPRIETARY RIGHTS AND LICENSES

6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

6.2. License by Us to Use Content. We grant to You a worldwide, limited-term license, under Our applicable intellectual property rights and licenses, to use Content acquired by You pursuant to Subscription Upgrades, subject to this Agreement and the Documentation.

6.3. License by You to Host Your Data and Applications. You grant Us and Our Affiliates a worldwide, limited-term license to host, copy, transmit and display Your Data, as necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data.

6.4 License by You to Delete your Data. You grant Us and our Affiliates the right to delete your data upon expiry of your subscription. In the case of a Free Trial Your data will be deleted within 7 days from the date of expiry. In the case of paid Subscription Your data will be preserved for a maximum time of 30 days from the date of expiry, then it will be deleted. The first warning message will be sent by email 14 days after the date of expiry and a second warning email will be sent 21 days after the date of expiry. The data will automatically deleted unless You contact our office and advise us otherwise. Your data prior to the 30 days cut off period can be provided for an agreed service fee.

6.5. License by You to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of the Services.

 

7. CONFIDENTIALITY

7.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, but not limited to, the Disclosing Party’s data, know-how, trade secrets, intellectual property (including, for Us, our Services and Content and copyright in all written materials), technical processes, and product and service information, the terms and conditions of this Agreement and all Documentation (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. The onus of proof regarding these exclusions will be on the Receiving Party seeking to rely on that exclusion.

7.2. Protection of Confidential Information. The Receiving Party acknowledges and agrees that any Confidential Information it obtains or which is provided to it:(i) will be kept strictly confidential; (ii) will not, without the prior written consent of the Disclosing Party in each instance, be disclosed or divulged to any third party in any manner whatsoever except to the Receiving Party’s Affiliates, legal advisors and accountants, and the employees, agents and contractors of that party and its Affiliates who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party on like terms to this Clause 7.2; (iii) will not, without the prior written consent of the Disclosing Party in each instance, be photocopied or reproduced in any way; (iv) will be used exclusively and only to the extent necessary for the purposes of this Agreement and not for any other purpose; (v) will be safely and securely stored when not in use; and (vi) will remain the absolute and exclusive property of the Disclosing Party unless and until there is an agreement in writing which vests proprietary rights in someone other than the Disclosing Party. This duty of confidentiality will continue during and after the termination or expiration of this Agreement and the commercial relationship between the parties.

7.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

 

8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

8.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

8.2. Our Warranties. We warrant that (a) this Agreement and the Documentation accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (b) We will not materially decrease the overall security of the Purchased Services during a subscription term, (c) the Purchased Services will perform materially in accordance with the applicable Documentation, and (d) We will not materially decrease the functionality of the Purchased Services during a subscription term. For any breach of an above warranty, Your exclusive remedies are those described in Sections 11.3 (Termination) and 11.4 (Refund or Payment upon Termination).

8.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

 

9. MUTUAL INDEMNIFICATION

9.1. Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Service so that it no longer infringes or misappropriates, without breaching Our warranties under Section 8.2 (Our Warranties), (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content or Your breach of this Agreement.

9.2. Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

9.3. Exclusive Remedy. This Section 9 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 9.

 

10. LIMITATION OF LIABILITY

10.1 Limitation of Liability. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT FOR PURCHASED SERVICES).

10.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

 

11. TERM AND TERMINATION

11.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.

11.2. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Documentation. Except as otherwise specified in Documentation, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The subscription pricing during any automatic renewal term will be the same as that during the immediately prior term unless We have given You written notice of a pricing increase at least 30 days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter.

11.3. Termination. We may terminate this Agreement for cause (i) upon 30 days written notice to You of a material breach if such breach remains uncured at the expiration of such period, or (ii) if You become subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

11.4. Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section 11.3 (Termination), We will refund You any prepaid fees covering the remainder of the term of the applicable Subscription after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 11.3, You will pay any unpaid fees covering the remainder of the term of the applicable Subscription. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

11.5. Surviving Provisions. The Sections titled "Fees and Payment for Purchase Services," "Proprietary Rights and Licenses," "Confidentiality," "Disclaimers," "Mutual Indemnification," "Limitation of Liability," "Refund or Payment upon Termination," "Who You Are Contracting With, Notices, Governing Law and Jurisdiction," and "General Provisions" will survive any termination or expiration if this Agreement.

 

12. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION

12.1. General. Who You are contracting with under this Agreement, who You should direct notices to under this Agreement, what law will apply in any lawsuit arising out of or in connection with this Agreement, and which courts have jurisdiction over any such lawsuit, depend on where You are domiciled.

If You are domiciled in: You are contracting with: Notices should be addressed to: The governing law is: The courts having exclusive jurisdiction are:
Any country Compliance Experts, a corporation registered in Victoria, Australia The Directors, P O Box 688, Beaconsfield, Victoria, 3807, Australia

support@compliancecheckpoint.com

Victoria Australia Victoria, Australia

12.2. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, or (iii) the first business day after sending by email (provided email shall not be sufficient for an indemnifiable claim). Billing-related notices to You shall be addressed to You.

12.3. Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

 

13. GENERAL PROVISIONS

13.1. Export Compliance. The Services, Content, other technology We make available, and derivatives thereof may be subject to export laws and regulations of Australia and other jurisdictions. Each party represents that it is not named on any U.N. Sanctioned Countries/Entities or Australian government autonomous sanctions list. You shall not permit Users to access or use any Service or Content in a Australia-embargoed country or in violation of any Australian export law or regulation.

13.2. Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department at LegalCompliance@ComplianceExperts.com

13.3 Entire Agreement and Order of Precedence. Save and except for any applicable Documentation, this Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Subscription Upgrade, (2) this Agreement, and (3) the Documentation.

13.4. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Documentation), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, We will refund to You any prepaid fees covering the remainder of the term of all subscriptions. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.5. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

13.6. Third-Party Beneficiaries. Our Content licensors shall have the benefit of Our rights and protections hereunder with respect to the applicable Content. There are no other third-party beneficiaries under this Agreement.

13.7. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

13.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.