Compliancy Group Terms of Use

Last revised: July 1, 2026
You can find our previous terms as of February 18, 2025 here

These Terms of Use (“TOU”) and any binding pricing quote (“Quote” or “Order”) or entered into between the Parties (collectively, the “Agreement”) are entered into between the entity consenting to such Quote or Order (“Licensee”) and Compliancy Group, LLC (“Licensor” or “Compliancy Group”), each a “Party” and together, the “Parties”.

SECTION 1: LICENSE

  1. The services provided (referred to as “The GuardTM”, “Application Services”, or simply “the services”) are a Licensor Internet-based suite of applications made available as a service. Upon payment of the license fees, Licensor grants to Licensee a limited, nonexclusive, nontransferable right to access and use (and to permit Licensee’s Authorized Users (as defined below) to access and use) the Application Services for Licensee’s own internal business purposes and the internal business purposes of its Affiliates (as defined herein), each in accordance with the terms and conditions of this Agreement and any user documentation provided online. For the purposes of this Agreement, an “Affiliate” of an entity is any entity controlled by or controlling such entity.
  2. “Authorized Users” are those personnel of Licensee and its Affiliates who are authorized to use the Application Services and have been assigned a unique identifier  (“User ID”) by Licensor. Licensee shall require any non-employee personnel that are designated as Authorized Users to be bound by confidentiality and license provisions that are substantially similar to and at least as protective of Licensor as those set forth herein. Licensor agrees to provide Authorized Users with access to the Application Services via https://www.compliancy-group.com and any successor site (“Web Site”).
  3. Designated Representative for Compliance Tracking Solution. Licensee shall appoint an individual to serve as Licensee’s Designated Representative and provide the name and contact information to Licensor. 
  4. Licensee acknowledges and agrees that it is possible to link the Application Services to third-party applications and services (“Third-Party Services”). Such Third-Party Services are not part of the Application Services, and Licensor disclaims all responsibility, warranties and liability pertaining to the same. Any such Third-Party Service shall be provided to Licensee pursuant to the terms and conditions offered by such Third-Party Services provider, and Licensor is not a party to any such agreement.

SECTION 2: USER ID AND PASSWORD PROTECTION POLICIES

All Authorized Users of the Application Services will be given a User ID. Authorized Users shall keep confidential the User IDs and passwords for the Application Services. Authorized Users are prohibited from transferring or sharing the User IDs and passwords to any other person(s). Any violation of the foregoing may result in an immediate termination of Licensee’s access rights to the Application Services, and multiple offenses may subject Licensee to termination of this Agreement, at Licensor’s reasonable discretion, without refund of any prepaid fees. Licensee shall be responsible for all assigned account User IDs, active passwords, granting permissions, authorizing vendor/client account associations and any related use or misuse of the Application Services.

SECTION 3: INTELLECTUAL PROPERTY RIGHTS

  1. Licensee acknowledges that the Application Services are owned by Licensor and constitute valuable intellectual property of Licensor including without limitation, all ancillary and interface software, all current and future enhancements, modifications, revisions, new releases, and updates thereof and any derivative works based thereon and all documentation thereto, all copyrights, trade secrets, and patents therein. Licensor reserves all rights in the Application Services not expressly granted to Licensee or any Authorized Users hereunder. Neither Licensee nor any Authorized User may: (a) modify, translate, reverse engineer, decompile, disassemble, creative derivative works of, or otherwise attempt to derive any source code of the Application Services; (b) alter or copy, or permit a third party to alter or copy, any part of the Application Services; (c) use the Application Services to provide services to third parties; (d) incorporate the Application Services into other software; (e) use the Application Services except as described herein; or (f) sublicense, distribute, sell, assign, transfer, lease, loan, pledge, or rent the Application Services to any third party.
  2. Nothing in this Agreement shall preclude Licensor from implementing features, ideas, processes, or technology suggested by a Licensee, customer, or any non-Licensor party, and promoting to the marketplace. Licensor shall own any rights, intellectual property, and title to the code, processes and procedures associated with said implementation. Except as expressly permitted hereby, copying of any portion of the content and intellectual property included in the Application Services is prohibited. Licensee shall not remove any trademark or copyright notices from the Application Services or any provided documentation. Any documentation provided by Licensor for use by Licensee on its website, documenting successful completion of certifiable compliance tasks, shall be used only during the term of this Agreement, and only for the period of time Licensor provides for in writing. Use of The GuardTM and Licensor’s marks after the term of this Agreement and without documentation of successful compliance tracking solution completion and annual re-assessment, constitutes a material breach of this Agreement. Upon any cancellation, termination, or expiration of this Agreement for any reason, the Licensee may not sell any products or services using the Licensor’s marks, without the express written consent of Licensor.
  3. Data Retention and Ownership of Licensee Information. Licensor shall maintain all transaction and Licensee data throughout the lifetime of a Licensee’s subscription. Licensor does not own, nor will Licensor use or disclose to any third party, any data, information, or material (“Licensee Data”) that Authorized Users submit to the Application Services. Licensee has sole responsibility for all Licensee Data. Licensee hereby grants to Licensor a limited, non-exclusive, nontransferable license to access, host, copy, format, display, distribute, store and use (and to permit Licensor’s subcontractors to do the same) Licensee Data for the sole and exclusive purpose of providing the Application Services for the benefit of Licensee in accordance with this Agreement. Licensee hereby grants Licensor access to Licensee’s business associate and vendor contact information. Notwithstanding anything to the contrary, Licensee understands and agrees that Licensee’s usage data, in aggregated and anonymized form, is the property of Licensor, and that Licensor will use such anonymized and aggregated data solely for the benefit of improving Licensor’s products and services.
  4. Business Associate Agreement. If Licensee desires to store protected health information (PHI) in the Application Service’s Incident Management/Reporting feature, Licensee must first enter into a separate business associate agreement with Compliancy Group. Compliancy Group can provide Licensee with a proposed business associate agreement upon Licensee request.

SECTION 4: TERM & TERMINATION

  1. The license to the Applications Services is effective for the term indicated in an applicable Order unless terminated as set forth herein. Note that unless a bespoke version of these TOU are negotiated and attached to an Order, the version of the TOU existing on the date of the Order shall be controlling.
  2. Mutual Termination Rights. In the event that either Party is in breach of any material obligation set forth in this Agreement, that Party shall notify the other Party in writing. If the breaching Party has not cured its breach within sixty (60) days following such notice, then the other Party may elect to terminate this Agreement. In the event of termination by Licensor for any reason other than uncured breach, Licensee shall be entitled to a pro-rata refund.
  3. Bankruptcy. If one of the Parties is declared insolvent or bankrupt, either Party may immediately terminate this Agreement.
  4. Conduct. Additionally, Licensor may terminate this Agreement immediately, in its sole discretion, upon written notice if Licensee: (i) violates any use restriction or acceptable use policy; (ii) engages in fraudulent, illegal, or abusive conduct; or (iii) fails to pay amounts when due. Licensor may also terminate this Agreement for convenience upon 30 (Thirty) days’ prior written notice. 
  5. Effect of Termination. Upon termination of the Application Services, Licensee shall no longer be permitted access to the Application Services and each Authorized User ID shall be deactivated. Termination, for whatever reason, shall not affect Licensor’s entitlement to any sums due for Application Services performed prior to such termination.
  6. Post-Termination Data Handling.  Upon expiration or termination of this Agreement for any reason other than Licensee’s failure to pay amounts due hereunder, Licensor shall, for a period of thirty (30) days following the effective date of termination (the “Data Retention Period”), make Licensee Data available for Licensee’s export or download via the Application Services or such other reasonable means as Licensor may provide. Licensee is solely responsible for exporting its Licensee Data prior to the expiration of the Data Retention Period. Following the Data Retention Period, Licensor shall have no obligation to retain Licensee Data and may, in its sole discretion, delete or destroy all Licensee Data without further notice to Licensee, except as otherwise required by applicable law. Notwithstanding the foregoing, Licensor may retain Licensee Data in aggregated and anonymized form as permitted under Section 3C. Upon Licensee’s written request made prior to expiration of the Data Retention Period, Licensor shall provide written confirmation of deletion of Licensee Data within sixty (60) days of such request.

In the event of termination resulting from Licensee’s failure to pay amounts due hereunder, Licensor shall have no obligation to provide access to or deliver Licensee Data until all outstanding balances, including any accrued interest pursuant to Section 10E, have been paid in full. Upon receipt of full payment, Licensor shall provide Licensee with a Data Retention Period of fifteen (15) days to export Licensee Data, after which Licensor may delete or destroy all Licensee Data without further notice.

SECTION 5: CONFIDENTIALITY

  1. Definition. “Confidential Information” shall mean information, whether provided or retained in writing, verbally, by electronic or other data transmission or in any other form or media whatsoever or obtained through on-site visits and whether furnished or made available before or after the date of this Agreement, that is confidential, proprietary or otherwise not generally available to the public including, without limitation, trade secrets, marketing and sales information, product information, technical information and technology, personally identifiable information, and supplier information, information about trade techniques and other processes and procedures, financial information and business information, compliance information, plans and prospects.
  2. Protection of Confidential Information. Neither Party shall disclose to any third party during the Term or after the termination or expiration of this Agreement, and such Party shall keep confidential all Confidential Information of the other, protecting the confidentiality thereof with the same level of efforts that it employs to protect the confidentiality of its own confidential information of like importance and in any event, by reasonable means. A Party may disclose the Confidential Information of the other Party to its personnel engaged in a use permitted by this Agreement and with a need to know, provided that such personnel (i) are directed to treat such Confidential Information confidentially and not to use it other than as permitted by hereby and (ii) are subject to a legal duty to maintain the confidentiality thereof. A Party shall not use the Confidential Information of the other Party except as necessary in and during the performance of this Agreement, or as expressly permitted hereunder. A party shall be responsible for any improper use or disclosure of any Confidential Information by its officers, partners, principals, employees, agents, or independent contractors. Licensee acknowledges that elements of the Confidential Information of Licensor, including, without limitation, the Application Services, and the terms, conditions, and fees under this Agreement, are trade secrets of Licensor.
  3. Confidentiality Exceptions. The obligations of this Section shall not apply (i) to any Confidential Information for a period longer than it is legally permissible to restrict disclosure of Confidential Information or (ii) to any Confidential Information that a Party can demonstrate was: (a) at the time of disclosure in the public domain or commonly known; (b) entered the public domain through no fault of the recipient; (c) in the possession of the recipient at the time of disclosure to it, if the recipient was not then under an obligation of confidentiality with respect thereto; (d) received after disclosure to the recipient from a third-party who had a lawful right to disclose such Confidential Information to it; (e) independently developed by the recipient without reference to the Confidential Information disclosed; or (f) disclosed with the prior written approval of the disclosing Party.
  4. Required Disclosure. Either Party may disclose Confidential Information (including, as applicable, Licensee Data) to the extent required by law or by order of a court or governmental agency; provided, however, that the recipient of such Confidential Information shall give the owner of such Confidential Information prompt notice, and shall provide reasonable cooperation to the owner of such Confidential Information if the owner wishes to obtain a protective order or otherwise protect the confidentiality of such Confidential Information.
  5. Notification; Survival. In the event of any unauthorized disclosure or loss of Confidential Information, the receiving Party shall immediately notify the disclosing Party. Notwithstanding anything in this Agreement to the contrary, the obligations of the parties set forth in Section 5(A)-(E) with respect to Confidential Information will remain in effect during the term of this Agreement and (i) with respect to Confidential Information that does not qualify as a trade secret under applicable law, for a period of three (3) years following the expiration or termination of this Agreement, and (ii) with respect to trade secrets, for so long as such Confidential Information remains a trade secret.

SECTION 6: LICENSOR INDEMNIFICATION

Licensor shall indemnify and hold harmless Licensee from and against any and all damages, losses, fines, penalties, costs, and other amounts (including reasonable attorney’s fees and expenses) (collectively, “Losses”) finally adjudicated by a court of competent jurisdiction or subject to a settlement agreement reasonably approved by both Parties, arising from or in connection with third party claims based on allegations that the Application Services as delivered by Licensor hereunder and used by Licensee in accordance with the terms and conditions of this Agreement, infringes upon or misappropriates the intellectual property rights of such a party.

  1. Licensor shall not indemnify or be liable for any claim or Losses if the finding of infringement is based on (i) the use of a superseded or altered release of the Application Services; (ii) the modification of the Application Services by Licensee or any third party; (iii) the use of the Application Services other than in accordance with its documentation and this Agreement or in combination with any intellectual property, hardware, software, data or technology not supplied by Licensor or approved by Licensor in writing; or (iv) any intellectual property supplied by Licensee (including, but not limited to, the Licensee Data).
  2. B. If Licensee is enjoined or otherwise prohibited, or is reasonably likely to be enjoined or prohibited, from using the Application Services or any part thereof, due to a claim covered by Licensor’s indemnification obligations under this Section, then Licensor shall, at its sole expense and option: (i) attempt to procure for Licensee the right to continue using the infringing portion of the Application Services; (ii) modify the infringing portion of the Application Services so as to render it non-infringing while maintaining substantially similar functionality; or (iii) replace the infringing portion of the Application Services with a functionally substantially similar non-infringing item. If Licensor is unable to procure any of the foregoing after using commercially reasonable efforts to do so, Licensor shall grant Licensee a refund of all prepaid but unused sums paid to Licensor for such infringing item, and Licensee shall cease using such infringing portion of the Application Services. This Section 6(C) states Licensor’s entire liability and Licensee’s sole exclusive remedy for any claim of infringement.
  3. EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE IN THIS TOU, THE APPLICATION SERVICES ARE PROVIDED ‘AS IS,’ AND LICENSOR HEREBY DISCLAIMS ALL OTHER WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE (INCLUDING ANY GUARANTEES OF LEGAL COMPLIANCE), ANY WARRANTIES OF NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.  
  4. EXCEPT AS SPECIFICALLY PROVIDED ELSEWHERE IN THIS AGREEMENT, LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, GOVERNMENTAL COMPLIANCE, SANCTIONS, LOSS OF DATA OR OTHER INFORMATION) ARISING OUT OF, OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LIABILITY RELATED TO THE USE OF OR UNAVAILABILITY OF THE APPLICATION SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMIT OF LICENSOR’S LIABILITY, INCLUDING ANY LIABILITY OF ANY LICENSOR CONTRACTOR OR AFFILIATE, TO LICENSEE OR ANY THIRD PARTY CONCERNING THE PERFORMANCE OR NON-PERFORMANCE OF LICENSOR, OR IN ANY MANNER RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, BY STATUTE, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHERWISE, SHALL IN THE AGGREGATE BE LIMITED TO THE FEES PAID BY LICENSEE TO LICENSOR HEREUNDER DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE MONTH IN WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED.

SECTION 7: WARRANTIES AND INDEMNITY OF LICENSEE

Licensor represents and warrants that it has the legal right to enter into this Agreement and perform its obligations hereunder. Except as provided in the foregoing Section 6, Licensee shall to the fullest extent allowed by law, defend, indemnify and hold harmless Licensor, any Third-Party provider and any third-party contributor to the Application Services, from and against any and all claims and Losses arising from Licensee’s use of the Application Services, except that this indemnity shall not apply where such third-party claim or Losses would not have occurred but for the gross negligence or the willful misconduct of Licensor. Licensee further represents, warrants, and covenants that it will not violate any applicable law in the use of the Application Services.

SECTION 8: INDEMNIFICATION PROCEDURES

Promptly after receipt of notice by any entity entitled to indemnification under this Agreement of the commencement of any claim (each an “Indemnified Party”) that they will seek indemnification for under this Agreement, the Indemnified Party shall notify the Party obligated to indemnify the Indemnified Party (the “Indemnifying Party”) of such claim in writing. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Agreement except to the extent that it can demonstrate that its rights have been prejudiced as a result of such failure. Provided that the Indemnifying Party promptly and appropriately performs its indemnification obligations hereunder, the Indemnifying Party shall be entitled to have sole control over the defense and settlement of such claim in the event such Party has an obligation to defend. The Indemnified Party shall provide reasonable cooperation (at the Indemnifying Party’s expense) and full authority to defend or settle the Claim. The Indemnifying Party shall keep the Indemnified Party fully informed about the status of any litigation, negotiations, or settlements of any such Claim. The Indemnified Party shall be entitled, at its own expense, to participate in any such litigation, negotiations, and settlements with counsel of its own choosing.

SECTION 9: SERVICE LEVEL PROVISIONS

9A. Uptime Guarantee. Licensor shall guarantee an uptime percentage equal to or greater than 99.95% (“Uptime Guarantee”), excluding any downtime resulting from Scheduled Maintenance as defined in Section 9B. Licensor has not failed to meet the Uptime Guarantee to the extent any such failure is caused by a Force Majeure Event as defined in Section 15I, provided such failure is not the result of a breach of this Agreement or other act or omission by Licensor.

9B. Scheduled Maintenance. Licensor reserves the right to perform scheduled maintenance on the Application Services (“Scheduled Maintenance”) that may result in temporary unavailability of the Application Services. Licensor shall provide Licensee with not less than forty-eight (48) hours advance written notice of any Scheduled Maintenance via email to the Designated Representative identified pursuant to Section 1C, or via a notice posted to the Application Services or Licensor’s status page. Licensor shall use commercially reasonable efforts to conduct Scheduled Maintenance during off-peak hours (Monday through Friday between 10:00 p.m. and 6:00 a.m. Eastern Time, or on weekends) so as to minimize disruption to Licensee’s operations. Downtime resulting from Scheduled Maintenance conducted in accordance with this Section shall not be counted against the Uptime Guarantee. In the event of an emergency maintenance situation requiring immediate action to protect the security or integrity of the Application Services or Licensee Data, Licensor shall provide notice to Licensee as soon as reasonably practicable under the circumstances.

9C. Data Storage. THE PARTIES UNDERSTAND AND AGREE THAT COMPLIANCY GROUP IS NOT A BACKUP OR STORAGE SOLUTION FOR LICENSEE’S DATA. Licensee is solely responsible for maintaining independent backups of its data. In the event that Licensee willfully terminates services with Licensor, Licensor’s data retention obligations shall be governed by Section 4F of this Agreement.

SECTION 10: PAYMENT

  1. License Fees. The annual subscription fee entitles the Licensee’s Authorized Users to the use of the Application Services; technical support via email and support tickets; periodic Application Services updates; and access to user documentation.
  2. Additional Fees. Licensee shall be responsible for any charges for Application Services incurred or authorized through use of any User ID assigned to Authorized Users even if beyond the terms set forth herein. Pursuant to the applicable Order, Licensee shall be responsible for an additional payment processing fee for certain transactions.
  3. Taxes. Licensee shall be solely liable for any state or local sales, use, excise, value-added or other taxes or a similar nature, if any, that may be due on account of Licensee’s and Authorized Users’ use of the Application Services.
  4. Invoicing. All payments hereunder shall be made in U.S. dollars. Unless otherwise stated of the Order, all amounts invoiced hereunder shall be due and payable thirty (30) days after the date of the invoice. Not more than once every twelve months during the term of the Agreement, Licensor reserves the right to change the fees charged under this Agreement, to institute new or additional fees, and to change its policies, methods, or procedures with respect to pricing and billing, upon not less than sixty (60) days’ notice to Licensee. During any such notice period Licensee shall have the option to terminate access to the Application Services rather than pay the increased fees.
  5. Interest on late Payments.  If payment is not received on or before any invoice due date, the initial interest shall begin to accrue and be payable at the lesser of the maximum rate permitted under applicable law or at the rate of one and one-half percent (1.5%) per month from the date due until paid in full.
  6. Failure to Pay. Notwithstanding anything to the contrary, if Licensee fails to pay any balance for one (1) month following the date upon which such charge was incurred, Licensor reserves the right to suspend Licensee’s access to the Application Services without notice to Licensee and without any liability for any damages incurred as a result of such suspension. If Licensor elects to suspend such access, upon payment of the appropriate balance (and, if requested by Licensor, receipt of adequate assurances of future payment from Licensee) Licensor may, at its sole discretion, reinstate Licensee’s access.
  7. Invoice Disputes. Licensee shall review each invoice promptly upon receipt. If Licensee disputes any charge on an invoice in good faith, Licensee must notify Licensor in writing within fifteen (15) days of the invoice date, specifying in reasonable detail the basis for the dispute and the amount contested. Any portion of an invoice not disputed within such fifteen (15)-day period shall be deemed valid, correct, and approved by Licensee, and Licensee waives any right to dispute such amounts thereafter. Disputed amounts shall not excuse or delay Licensee’s obligation to pay all undisputed amounts by the applicable due date. The parties shall use good faith efforts to resolve any dispute within thirty (30) days of Licensor’s receipt of the dispute notice.
  8. Payment Processing Fee. To the extent permitted by applicable law, Licensor reserves the right to impose a payment processing fee (the “Surcharge”) on any payment made by Licensee via credit card. The Surcharge, if applicable, shall not exceed the actual cost incurred by Licensor for processing such payment and in no event shall exceed the maximum amount permitted under applicable law. Licensor shall provide reasonable advance notice of the Surcharge amount prior to processing any credit card payment. Licensee may avoid the Surcharge by remitting payment via ACH, check, or such other payment methods as Licensor may make available. The Surcharge is separate from and in addition to the fees set forth in Section 10(A) and any applicable taxes under Section 10(C).

SECTION 11. USE OF AI AND AI CHATBOTS

The Application Services may include features powered by artificial intelligence, including an AI-enabled chatbot (the “AI Features”). AI Features generate outputs automatically and may produce inaccurate, incomplete, misleading, offensive, or otherwise inappropriate results. AI Feature outputs are provided for informational purposes only and do not constitute legal, medical, or other professional advice, nor do they constitute a determination of your compliance with HIPAA or any other law or regulation. You are solely responsible for reviewing and verifying any output before relying on it and for all decisions, actions, and omissions taken based on such output. You must not submit, upload, disclose, or otherwise provide any Protected Health Information (“PHI”) (as defined under HIPAA) to the AI Features, including in prompts, attachments, or free-text fields; you are responsible for configuring and using the Application Services to prevent PHI from being included in any AI Feature input. To the maximum extent permitted by law, we disclaim all warranties regarding AI Features and outputs (including accuracy, completeness, non-infringement, and fitness for a particular purpose) and will not be liable for any damages arising out of or relating to AI Features or your use of or reliance on any AI Feature output.

SECTION 12. CHOICE OF LAW AND VENUE

  1. This Agreement shall be governed by and construed in accordance with the laws of the United States and the Commonwealth of Virginia without giving effect to principles of conflicts of law.  The Parties consent to the exclusive personal jurisdiction of the State and Federal courts located in Fairfax County in the Commonwealth of Virginia with respect to any legal proceedings that may arise out of or in connection with this Agreement.
  2. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY FURTHER AGREES THAT IT MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING
  3. If Licensor is subpoenaed with respect to services provided to Licensee, Licensee will reimburse Licensor all reasonable and necessary costs associated with the subpoenaed actions.

SECTION 13: SEVERABILITY

If any part of this Agreement is found void or unenforceable, it will not affect the validity of the rest of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement may only be modified in writing signed by both parties.

SECTION 14: ENTIRE AND FINAL AGREEMENT

This Agreement and any other Exhibits, Schedules, Appendices, or other documents referenced herein, constitute the entire and final agreement between the parties with respect to the subject matter hereof, and supersede all other communications, including, but not limited to, all prior agreements or proposals, whether written or oral, between the parties with respect to such subject matter.

SECTION 15: GENERAL

  1. THE LICENSEE ASSUMES ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO THE SELECTION OF THE SERVICES TO ACHIEVE LICENSEE’S INTENDED RESULTS.
  2. In its sole discretion, Licensor may provide additional services (including auditing), as agreed in writing between the parties. There is no entitlement to such additional services, and Licensee should have no expectations of receiving such additional services. Licensor does not provide legal or consulting advice. The Services do not constitute legal or professional advice.
  3. Neither Party shall be, or considered to be or permitted to be, an agent, employee, joint venture, partner, or subcontractor of the other.
  4. The headings of sections of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement.
  5. The provisions contained in this Agreement that by their context are intended to survive termination or expiration will survive.
  6. A failure or delay in enforcing an obligation or exercising a right or remedy does not amount to a waiver of that obligation, right or remedy. A waiver of a breach of a term does not amount to a waiver of a breach of any other term in the Agreement. A waiver of a particular obligation in one circumstance will not prevent a Party from subsequently requiring compliance with the obligation on other occasions.
  7. Licensor may use the Licensee corporate name and logo for marketing purposes, such as website, articles, and press releases, only during the Term, and if applicable, any renewal term, of this Agreement.
  8. Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either party may assign this Agreement without the other party’s consent to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of the assigning party’s assets or equity. Notwithstanding the foregoing, Licensor may withhold consent to any proposed assignment by Licensee in Licensor’s sole discretion if the proposed assignee is, at the time of the proposed assignment, a direct competitor of Licensor in the compliance software or healthcare compliance technology market. Any purported assignment in violation of this Section shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
  9. Force Majeure. Neither Party shall be liable to the other for any delay or failure to perform its obligations under this Agreement (excluding payment obligations) to the extent such delay or failure is caused by circumstances beyond such Party’s reasonable control, including without limitation acts of God, natural disasters, pandemic or epidemic, fire, flood, earthquake, storm, lightning, war, terrorism, riot, civil unrest, governmental action or regulation, labor disputes, power outages, internet or telecommunications failures, or cyberattacks not attributable to such Party’s negligence (“Force Majeure Event”). The Party claiming a Force Majeure Event shall: (i) provide prompt written notice to the other Party describing the Force Majeure Event and its expected duration; (ii) use commercially reasonable efforts to mitigate the effects of and overcome the Force Majeure Event; and (iii) provide regular updates to the other Party regarding the status of the Force Majeure Event and its anticipated resolution. If a Force Majeure Event continues for a period exceeding ninety (90) days, either Party may terminate this Agreement upon thirty (30) days’ written notice, without liability to the other Party, except that Licensee shall remain entitled to a pro-rata refund of any prepaid but unused fees covering the period following termination.
  10. Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted under this Agreement (“Notices”) shall be in writing and shall be deemed duly delivered: (i) when sent by email, upon confirmation of receipt by the receiving Party (which may be by reply email or automated read receipt); (ii) when sent by nationally recognized overnight courier, one (1) business day after deposit with such courier with all charges prepaid; or (iii) when sent by certified or registered mail, three (3) business days after deposit in the U.S. mail, postage prepaid, return receipt requested. Notices shall be addressed to the Parties as follows:

If to Licensor:

Compliancy Group, LLC 

Attn: Legal Department

8300 Greensboro Dr, #1200

Mc Lean VA 22102

Email: [email protected]

If to Licensee:

At the address and contact information set forth in the applicable Order, or such other address as Licensee may designate in writing from time to time.

Addenda (if applicable):

  • Reseller Terms Addendum