This compliancy-group.com website (the “Site”) is owned and operated by Compliancy Group LLC (“Compliancy Group”), which shall include its funders, successors, corporate parents, subsidiaries, affiliates, officers, directors, agents, developers, joint-venturers, advertisers, distributors and attorneys (the “Affiliated Entities”).
YOUR USE OF THE SITE SIGNIFIES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND BY USING THE SITE OR YOUR USER ACCOUNT YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE. IF YOU AGREE TO THESE TERMS ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THESE TERMS AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT BUSINESS.
These Terms limit Compliancy Group’s liability and obligations to you, grant Compliancy Group certain rights and allow Compliancy Group to change, suspend or terminate your access to and use of the Site. Your access to and use of the Site are expressly conditioned on your compliance with these Terms. You agree to notify any employees, agents, household members or other individuals who will access the Site of the terms and conditions of these Terms and they must agree to be bound by these Terms, prior to their use of the Site.
- DEFINED TERMS. For purposes of the Terms, the following defined terms shall have these meanings:
- “IPR” means any rights in or to, but not limited to, copyrights, patents, trademarks, brand names, trade names, business names, know-how or confidential information and any other rights in respect of any other industrial or intellectual property, whether registrable or not and wherever existing in the world and including without limitation all rights to apply for registrations of any of the foregoing rights;
- “Site” means this site, including any and all audio and/or visual elements thereof, created or owned by Compliancy Group or by Compliancy Group’s approved third party provider (“Third Party Provider”), or user generated content, whether or not commissioned by Compliancy Group), including, without limitation, any text, graphics, images, illustrations, photographs, animations, applications, video, audio or audiovisual works, designs, logos, and other information and content made available through the Site, as well as all underlying technical elements of all of the foregoing, including without limitation, source code, script, object code, software, computer programs, and other sets of statements and instructions.
- GRANT OF RIGHTS. Compliancy Group grants you a limited, non-exclusive, non-assignable, non-transferable right and license to access and use the Site, solely as described in these Terms, provided that you comply fully with these Terms.
In the event that you access, customize or download Site content, such Site content is non-exclusively licensed to you by Compliancy Group or by a Third Party Provider. Compliancy Group does not transfer title to the Site content to you. Compliancy Group and/or the Third Party Provider retain full and complete title to their respective content, and all IPR therein. You may not and agree not to redistribute, sell, decompile, reverse engineer, disassemble the Site content.
- INTELLECTUAL PROPERTY RIGHTS.
4.1. The Site and all IPR therein are owned by Compliancy Group and/or its content providers and other licensors, and are subject to protection under the relevant intellectual property laws throughout the world. Except as expressly set forth in these Terms or as otherwise permitted in writing by Compliancy Group, you agree not to: (1) capture, transfer, upload, distribute, sell, license, modify, manipulate, reproduce, perform, publicly display, create derivative works from or based upon, or otherwise exploit the Site, in whole or in part, on any other website or in any medium now known or hereafter developed; and (2) remove or modify any trade names, product names, logos, trademarks, copyrights or other proprietary notices, legends, symbols or labels on the Site (each of the foregoing, “Unauthorized Conduct”).
4.2. Any Unauthorized Conduct constitutes a violation of these Terms and an infringement of the IPR of Compliancy Group and/or its content providers or other licensors. Any such infringement or violation may subject you to civil liability and penalties under intellectual property laws throughout the world.
- SITE RULES AND GUIDELINES.
- Any features and/or services provided on the Site by Compliancy Group are subject to the Terms, the Guidelines set forth below or as published or modified by Compliancy Group from time to time (collectively, the “Rules”). Notwithstanding anything to the contrary in these Rules, in the event that Compliancy Group determines, in its sole discretion, that you have violated these Rules, Compliancy Group will have the right to immediately suspend your user account and access to the Site, with or without notice to you, prior or otherwise. In the event that Compliancy Group, in its sole discretion, determines that your first violation particularly offensive, Compliancy Group will have the right to immediately and permanently terminate your user account or access to the Site, with or without notice to you, prior or otherwise.
- User Registration and Acceptance of Rules. In order to access some features of the Site, you may be required to create or register for a user account. In consideration for your use of the Site, you agree to: (1) comply with the Rules; (2) provide accurate, complete and true information as may be required on any registration form for the Site (your “Registration Information”) in order to create your user account; and (3) maintain and update, as applicable, your Registration Information with current and complete information. Users who violate the Rules, or provide inaccurate, false, or non-current Registration Information may, at Compliancy Group’s sole discretion, have their user accounts suspended or terminated, and may be permanently banned from using any current or future features or services of the Site.
- Account Security. You are solely responsible maintaining the confidentiality of your user name and password. We urge you not to share your login information with others, as this may lead to unauthorized access to your user account and the information therein. You agree that you will: (1) immediately notify Compliancy Group of any unauthorized use of your user account; and (2) ensure that you properly log out of the Site at the completion of your use session. You are solely responsible for the activity that occurs on or through your user account. Compliancy Group shall have no liability for any loss or damage arising from your use of a user account, the Site, or your failure to comply with these requirements. Compliancy Group will not be liable for any losses caused by any unauthorized use of your user account, and you may be liable for the losses of Compliancy Group or others due to such unauthorized use.
- Usage Guidelines. You agree to comply with Compliancy Group’s Usage Guidelines. The following non-inclusive list of violations may result in Compliancy Group terminating or suspending your user account and/or your access to the Site and you agree not to engage in any of the following conduct anywhere on the Site:
- Harass, threaten, embarrass or cause distress or discomfort to another Site participant, user, or other individual or entity;
- exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
- Distribute viruses or any other technologies that may harm the Site or the interests or property of our users and partners;
- Harvest or otherwise collect information, including email addresses, about users or third parties whose information is made available on the Site, without their consent;
- Use any robot, spider, scraper or other automated means to access the Site for any purpose including monitoring or copying any of the material on the Site;
- Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
- Attack the Site via a denial-of- service attack or a distributed denial-of- service attack;
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site or any user’s use of the Website;
- Attempt to or interfere with the proper working of the Site;
- Impersonate or misrepresent your affiliation with any person, including without limitation, a Compliancy Group official or representative, impersonate or attempt to personate a Compliancy Group employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing);
- Transmit, or procure the sending of, any advertising or promotional material including any junk mail, chain letter, or spam or any other similar solicitation;
- Engage in any conduct that restricts or inhibits anyone’s use or enjoyment of Site, or may harm Compliancy Group or any of its users;
- Post or transmit any unsolicited advertising or promotional materials or any other forms of solicitation anywhere on the Site; or
- Intentionally or unintentionally violate any applicable local, state, national or international law, including without limitation, any regulations having the force of law while using or accessing the Site.
- DISPUTES WITH OTHER USERS. If you have a dispute with one or more users, you release Compliancy Group and its Affiliated Entities from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown including without limitation attorney’s fees, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
- TERMINATION. You understand and agree that Compliancy Group may, in its sole discretion and at any time, limit, suspend, or terminate your password, user account, or use of the Site for any reason. Compliancy Group may also, in its sole discretion and at any time, discontinue the Site, in whole or in part, or limit or restrict any user access thereto, for any reason. Compliancy Group also reserves the right, in its sole discretion and at any time, to cancel unconfirmed accounts or accounts that have been inactive for an extended period of time. You understand and agree that Compliancy Group may take any one or more of these actions without any notice to you, prior or otherwise. Should Compliancy Group take any of these actions, it may, in its sole discretion, immediately deactivate and/or delete any or all information about and concerning your user account, including your Registration. You understand and agree that Compliancy Group shall not have any liability to you or any other person for any termination of your access to the Site and/or the removal of information concerning your user account.
- INDEMNIFICATION. You agree to indemnify and hold Compliancy Group and its Affiliated Entities harmless for any and all disputes, claims, damages, losses, and causes of action (including without limitation attorney’s fees) arising from these Terms, your use of this Site, or your violation or claimed violation of any law or rights of a third party, or any other breach or claimed breach of the Terms.
- DISCLAIMER. YOU AGREE THAT USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK. THE SITE IS PROVIDED “AS IS” “WITH ALL FAULTS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPLIANCY GROUP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, AND NON-INFRINGEMENT. COMPLIANCY GROUP DOES NOT WARRANT THAT THE AVAILABILITY OF OR THE FUNCTIONS CONTAINED IN THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE DOES NOT VIOLATE ANY IPR OF ANY PERSON. COMPLIANCY GROUP DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT COMPLIANCY GROUP) ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE, AS WELL AS THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IF THERE ARE ANY DEFECTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPLIANCY GROUP AND ITS AFFILIATED ENTITIES SHALL CREATE A WARRANTY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSION MAY NOT APPLY TO YOU.
- LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, SHALL COMPLIANCY GROUP AND ITS AFFILIATED ENTITIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL DAMAGES, ATTORNEY’S FEES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, BUSINESS OR PROFITS THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAS BEEN ADVISED, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. WHILE COMPLIANCY GROUP TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEBSITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, COMPLIANCY GROUP AND ITS AFFILIATED ENTITIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR ON THE SITE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF COMPLIANCY GROUP AND ITS AFFILIATED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU TO COMPLIANCY GROUP, IF ANY, FOR ACCESSING AND USING THIS SITE.
- INTERNATIONAL ACCESS. Compliancy Group makes no representation that the Site content, including merchandise offered for sale on the Site, if any, and its copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use by certain individuals or in certain countries. Those who choose to access the Site from locations outside of the United States of America do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. With respect to shipments of any merchandise to consumers, wherever they may reside, title to the merchandise and risk of loss shall pass to the buyer upon delivery of the merchandise to the common carrier.
- COPYRIGHT NOTICE. Compliancy Group hereby states its intent to maintain any and all exemptions from liability that may be available under privacy and/or publicity law or copyright law. Compliancy Group does not necessarily stipulate that it is a service provider as defined in the Digital Millennium Copyright Act or the Communications Decency Act or elsewhere in the law of the United States or any state or territory within the United States.
If you believe that any Submission or any Site content has been copied from any content in which you claim a copyright interest in a way that constitutes an infringement of your copyright interest, or you can identify yourself as the subject of any Content and wish the Content in which you are the subject to be removed from the Site, please forward the following information to the Complaint Agent named below:
Compliancy Group Complaint Agent
(1) Your name, address, telephone number, and email address; (2) A description of the copyrighted work that you claim has been infringed or the work that contains your identity; (3) The precise URL or a description of where the alleged infringing material is located; (4) A statement by you that you have a good faith belief that the content you claim infringes your copyright interest was copied without your authorization or that of the copyright owner or his/her/its agent or proof that you are the subject identified in the content; and (5) A statement by you, made under penalty of perjury, that all information in your notice is accurate and that you are either the copyright owner or authorized to act on the copyright owner’s behalf or you are the subject depicted in the content and that you do not wish the content to be displayed in the future on the Site. If you are authorized to act on behalf of the copyright owner, you must provide an electronic or physical signature of the copyright owner on a statement wherein he/she/it authorizes you to act on his/her/its behalf.
- NOTICE FOR CALIFORNIA USERS: This notice is for our California users: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
- Governing Law. These Terms shall be construed and enforced in accordance with the law of the State of New York, and without regard to the choice of law principles thereof.
- ARBITRATION & CLASS ACTION WAIVER. Any dispute arising out of or in connection with these Terms, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration. The parties agree to arbitrate all disputes by before by the American Arbitration Association under its Commercial Arbitration Rules. The number of arbitrators shall be three. The place of arbitration shall be New York, NY. New York law shall apply. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND COMPLIANCY GROUP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
- Any Claim must be filed within one (1) year after such Claim arose regardless of any status or law to the contrary. In the event any such Claim is not filed within such one (1) year period, such Claim shall be barred.
- Any failure to act by Compliancy Group with respect to a breach by you or others does not waive Compliancy Group’s right to act with respect to subsequent or similar breaches.
- Notwithstanding anything to the contrary, Compliancy Group reserves the right to seek the remedy of specific performance of any term of these Terms, or a preliminary or permanent injunction against the violation of these Terms or in aid of the exercise of any power granted in these Terms, or any combination thereof.
- Captions and Headings. All captions, indices, titles, subject headings, section titles and similar items contained in these Terms are provided for the purpose of reference and convenience only and are not intended to be inclusive, definitive or to affect the meaning or content of these Terms.
- Relationship. The relationship between the Parties is as set out in these Terms and no employment, joint venture, partnership or agency relationship shall be deemed to subsist between the Parties and neither shall have the power to bind the other, except as otherwise set forth herein.
- Severability. If any of the provisions of the Terms are held illegal, inapplicable or non-executable by a court of competent jurisdiction, such provisions shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and remain enforceable and said ruling will not affect any other provision set forth in this the Terms and will not render such other provisions invalid, inapplicable or non-executable.
- Compliance with Laws. You agree to comply with all applicable laws, rules and regulations in connection with your activities under the Rules.
- Miscellaneous. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Compliancy Group as a result of these Terms or your use of the Site. These Terms are subject to existing laws and legal process, and nothing contained in these Terms is in derogation of any obligation on our part to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by us with respect to such use.
- Entire Agreement. These Terms set forth the entire understanding and agreement between you and Compliancy Group with respect to the subject matter of these Terms.