Terms Of Use 

This document is an electronic record in terms of the laws of the United States of America and is generated by a computer system and does not require any physical or digital signatures.

ComplyGlobal Limited­­­­ is a New York corporation with its registered office at 10 East 33rd Street, 6th Floor, New York, NY 10016 and provides its Services to You subject to the notices, terms and conditions as set forth in these Terms of Use (“Terms of Use").

The domain name www.complyglobal.com (hereinafter referred to as the “Website”) is owned by ComplyGlobal Pte. Ltd­. Your use of the Website and the Services are governed by the following terms and conditions of usage as applicable to the Website including the applicable policies which are incorporated herein by way of reference. For the purpose of these Terms of Use, wherever the context so requires “You”, “Registered User” or “Your” shall mean and refer to any natural or legal person who has agreed to become a registered user on the Website by providing registration data in order to avail the Services provided by Us through the Website. The term “Account” as referred to in these Terms of Use shall mean and include the Account held by You with ComplyGlobal (administered by a password) on the Website for using the Services.

You acknowledge and agree that You shall be subject to the policies that are applicable to the Website and by registering on the Website, or by using the Website, platform, services, or other information provided as part of the services (collectively the “Services”), You are entering into a legally binding agreement with ComplyGlobal Limited­­­­ (hereinafter collectively referred to as “ComplyGlobal”, “We”, “Us”,  “Our”, which expression shall mean and include its affiliates, successors and permitted assigns). When You use any of the Services provided by Us through the Website, You will be subject to the rules, guidelines, policies, terms, and conditions applicable to the Services, and the same shall be deemed to be incorporated into this Terms of Use and be considered as part and parcel of this Terms of Use. If You are using the Website on behalf of a company or other legal entity, You are nevertheless individually bound by this Agreement even if Your company has a separate agreement with Us.

It is Your responsibility to review these Terms of Use periodically for updates / changes. Your continued use of the Website following the posting of changes will mean that You accept and agree to the revisions. As long as You comply with these Terms of Use, We grant You a personal, non-exclusive, non-transferable, non-assignable, limited privilege to access, enter and use the Website and the Services provided thereunder. 

ACCESSING, BROWSING OR OTHERWISE USING THE WEBSITE INDICATES YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONS IN THESE TERMS OF USE. PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE PROCEEDING. YOU DECLARE YOUR ACCEPTANCE TO ABIDE AND BE BOUND BY THESE TERMS OF USE BY CHECKING THE “I HAVE READ AND ACCEPTED THE TERMS OF USE” BOX AT THE TIME OF CREATING THE ACCOUNT. IF YOU DO NOT AGREE WITH THE TERMS OF USE, PLEASE DO NOT USE THIS WEBSITE.

These Terms of Use will be effective immediately upon Your acceptance of Our terms and conditions, the creation of Your Account on Our Website being indicative of such acceptance. These Terms of Use shall be enforceable against You in the same manner as any other written agreement.

1. Services 
   
   ComplyGlobal™ is a cloud-based software solution to manage and track your compliances. This platform helps your organization to conform to various legal statutes, regulations, government directives and guidelines that bring full transparency and visibility to you and your organization. ComplyGlobal™ gives you state-of-the-art reporting and dashboards on multiple parameters including jurisdiction, entity and by regulatory bodies. With a strong task and alert management backbone, users can leverage systems advanced default tasks and alert management capabilities or create customized alerts. The task management function allows assigning tasks to the right resource groups within your organization.

2. Account
   
   Prior to using the Website or any part of the Services, You shall be required to register with ComplyGlobal through the Website by setting up an Account and selecting a desired password and user ID. You agree that at the time of creating Your Account, You will not (1) select or use as a user ID the name of another person; or (2) use as a user ID, a name that is otherwise offensive, vulgar or obscene. We reserve the right to refuse registration of, or cancel a user ID and password at Our sole discretion. You are solely responsible for any and all activity that takes place on Your Account and for maintaining the confidentiality of Your Account details. You may never use another registered user’s account without obtaining the prior written consent of such other registered user. In the event that You discover any unauthorized use of Your Account or other Account-related security breach, You must immediately notify Us in writing of such unauthorized use.
   
   During the process of registration, You may be prompted with registration forms on the Website or You may be asked to provide documentation necessary to complete the registration process. By initiating the process of registration with Us, You agree to (1) provide accurate, complete, and updated registration information; (2) maintain the security of Your password and identification; (3) maintain and promptly update Your registration information and any other information that You provide to Us; (4) ensure, at all times, the accuracy, currency and completeness of such information; and (5) accept all risks of unauthorized access to and use of Your Account and related information as well as any other information You provide to Us. Failure to submit the required registration information to Us within such time period as prescribed by Us will constitute a breach of these Terms of Use, which may result in immediate termination of Your Account.
   
   If You provide any information that is untrue, inaccurate, not current or incomplete, We have the right, at Our sole discretion, to suspend or terminate Your Account and to refuse any and all current or future use of the Services and / or the Website (or any portion thereof). We shall use and protect Your proprietary information in accordance with the terms of Our Privacy Policy incorporated into these Terms of Use by reference.
   
   In order to reduce the risk of unauthorized access, all accounts maintained with Us through the Website are locked after five (5) consecutive incorrect login attempts. In the event of such lockout, You can email the administrator at support@complyglobal.com and the Account shall be unlocked upon receipt of Your email. You can also request for a password reset on our website through the ‘forgot password’ option on the website.
   
   You may be required to upload certain information about You, including information that may be reasonably considered to be confidential, and to designate which users may have access to that information. We will make best efforts to ensure that only such users identified by You have access to the said information. However, We have no control and assume no responsibility arising out of any user’s viewing / using / distributing such information. 
   
   If You do not want to register an account, DO NOT click “Register Now” / “Sign Up” and do not access, view, download or otherwise use any webpage, information or Services available under the Website. By clicking “Register Now” / “Sign Up” you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. You may decline to submit certain information through the Website, in which case You may not be allowed to access certain features / parts of the Website. 
   
   Further, You can choose to de-activate Your Account with ComplyGlobal maintained on the Website. However, in the event subscription to Our Website is pre-paid, any cancellation of Your Account will be made effective only on the last day of Your payment term. In the event You de-activate Your Account with Us, these Terms of Use, as applicable to You, will be deemed to have been terminated save and except such obligations that shall by their nature or specific mention herein, survive the termination of these Terms of Use. You acknowledge and agree that notwithstanding Your de-activating the Account, We shall have the right to store and maintain all information provided by You as part of our records for such time and for such purposes as permitted or may be required under any applicable law for the time being in force.

3. Payment
   
   If You purchase any Services that We offer for a fee, either on a one-time or subscription basis, you agree to ComplyGlobal storing your payment information. You also agree to pay the fees for the Services as they become due plus all related taxes, and to reimburse Us for all collection costs and interest for any amount that may be overdue. Failure to pay may result in the termination of your subscription. Depending on where you transact with us, the type of payment method used and where your payment method was issued, your transaction with us may be subject to foreign exchange fees or differences in prices, including because of exchange rates. ComplyGlobal does not support all payment methods, currencies or locations for payment. If the payment method You use with Us, such as a credit card, reaches its expiration date and You do not edit Your payment method information or cancel Your account or such Services, You authorize Us to continue billing that payment method and You remain responsible for any uncollected amounts. Your obligation to pay fees continues through the end of the subscription period during which you cancel Your subscription. All applicable taxes are calculated based on the billing information You provide Us at the time of purchase. We do not guarantee refunds for lack of usage or dissatisfaction. You also acknowledge that ComplyGlobal’s Services are subject to this Agreement and any additional terms related to the provision of the Services. Additionally, if You require a printed invoice for Your transaction with Us, You may access it through Your ComplyGlobal account settings under “Purchase History” or request one by contacting Our Customer Support. 

4. Types of Services:
   
   Subscription Based
   
   Subscription to Our Website shall be in accordance with the business model displayed on the Website. Usage of Our Website and Services shall be based on a non-refundable pricing model. Pricing shall be determined based upon Your choice of the Services made available on the Website. In consideration for the Services rendered by Us, You agree to pay the applicable subscription fees at the time of registration on the Website. This subscription fee shall be subject to applicable taxes.

5. Intellectual Property
   
   This Website is operated by and is the sole property of ComplyGlobal or its affiliates. Any and all material on this Website, including images, illustrations, audio and video clips are protected by copyrights, trademarks, and other intellectual property rights that are owned by Us or by other parties that have licensed such material to Us or such parties having ownership of content uploaded on the Website. You agree that any and all material displayed on the Website is solely for Your personal use and You shall not, whether directly or indirectly, copy, reproduce, republish, post, upload, transmit or distribute such material in any manner and through any media including by way of e-mail or other electronic means and You shall not assist any other person in doing so. Modification of the said materials or use of the materials on any other website or networked computer environment or use of the materials for any purpose other than personal use is a violation of the said copyrights, trademarks and other intellectual proprietary rights, and is expressly prohibited. Unless otherwise specified, when any content is downloaded to Your computer, You do not obtain any ownership interest in such content or any use of the content for any other purpose. We reserve all rights not expressly granted to You.
   
   ComplyGlobal shall have no obligation to monitor or enforce any intellectual property rights that may be associated with the content provided by You on the Website.

6. Prohibited Uses
   
   The Website may be used only for lawful purposes. ComplyGlobal specifically prohibits any use of the Website for, and You further agree not to use the Website for, any of the following purposes:
   
   a)   You shall not host, display, upload, modify, publish, transmit, update or share any information which:
              i.    is misleading in any way; 
              ii.   infringes upon or violates any third party's rights including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address or phone number) or rights of publicity.
             iii.   contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);
             iv.   tries to gain unauthorized access or exceeds the scope of authorized access to the Website or to profiles, blogs, communities, account information, bulletins, or other areas of the Website or solicits passwords or personal identifying information for commercial or unlawful purposes from other users;
             v.    engages in commercial activities and/or sales without Our prior written consent such as advertising and offers, or the buying or selling of "virtual" products related to the Website. Throughout this Terms of Use, ComplyGlobal’s prior written consent means a communication coming from ComplyGlobal, specifically in response to Your request, and specifically addressing the activity or conduct for which You seek authorization;
             vi.   interferes with another User's use and enjoyment of the Website or any other individual's User and enjoyment of similar services;
            vii.   violates any law for the time being in force;
           viii.   contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information;
             ix.   shall not be false, inaccurate or misleading;
              x.  shall not create liability for Us or cause Us to lose (in whole or in part) the services of Our internet service provider (“ISPs”) or other suppliers;
   
   b)   You shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Website or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website. We reserve Our right to bar any such activity.
   
   c)   You shall not attempt to gain unauthorized access to any portion or feature of the Website, or any other systems or networks connected to the Website or to any server, computer, network, or to any of the services offered on or through the Website, by hacking, password “mining” or any other illegitimate means.
   
   d)   You shall not probe, scan or test the vulnerability of the Website or any network connected to the Website nor breach the security or authentication measures on the Website or any network connected to the Website. You may not reverse look-up, trace or seek to trace any information of any other User or visitor to the Website, or any other customer, including any account on the Website not owned by You, to its source, or exploit the Website or any service or information made available or offered by or through the Website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than Your own information, as provided for by the Website.
   
   e)   You shall not make any negative, denigrating or defamatory statement(s) or comment(s) about Us or the brand name or domain name used by Us including but not limited to the terms ComplyGlobal, or otherwise engage in any conduct or action that might tarnish the image or reputation, ComplyGlobal™, or its Partners or otherwise tarnish or dilute any of ComplyGlobal’s trade or service marks, trade name and/or goodwill associated with such trade or service marks, trade name as may be owned or used by Us. You agree that You will not take any action that imposes any unreasonable or disproportionately large load on the infrastructure of the Website or ComplyGlobal’s systems or networks, or any systems or networks connected to ComplyGlobal.
   
   f)   You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any transaction being conducted on the Website, or with any other person’s use of the Website.
   
   g)  You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal You send to Us on or through the Website or any service offered on or through the Website. You may not pretend that You are, or that You represent, someone else, or impersonate any other individual or entity.
   
   h)   You may not use the Website or any content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of ComplyGlobal and / or others. 

7. Modifications
   
   We reserve the right at any time and from time to time, in Our sole discretion, to modify or discontinue, temporarily or permanently, the Services or any part thereof, including the transmission of any related materials or documentation, with prior notice to You, through publication on the Website. You agree that ComplyGlobal shall not be liable to You or to any third party claiming through You, for any modification, suspension, or discontinuance of the Services, content, or features provided on the Website.

8. System Limitations and Failures
   
   We use internally developed systems for providing the Services to You. These systems may encounter technical or other limitations, and computer and communications hardware systems might experience interruptions. Further, We continually enhance and improve these systems in order to accommodate the level of use of the Website. We may also add additional features and functionality to the Services that might result in the need to develop or license additional technologies. Increased utilization of the Website or providing new features or functionality may cause unanticipated system disruptions, slower response times, degradation in levels of customer service, and delays in reporting accurate financial information. You agree that We shall not be liable to You or to any third party claiming through You, for any such failures contemplated herein. 

9. Privacy and Confidentiality
   
   You acknowledge, consent and agree that We may access, preserve, and disclose Your registration and any other information You provide in accordance with the terms of the Privacy Policy if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in Our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a Member, individual, or Government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of ComplyGlobal, Our Members or the public. Disclosures of Customer information to third parties other than those required to provide customer support, administer this agreement, or comply with legal requirements are addressed and governed by Our Privacy Policy. Please read Our Privacy Policy to understand Our information collection and usage practices and Our Privacy Policy is incorporated in these Terms of Use by reference.
   
   
10. Links from Other Websites
    
    This Website can be made accessible through a link created by other websites. Access to this Website through such link/s shall not mean or be deemed to mean that the objectives, aims, purposes, ideas, concepts of such other websites or their aim or purpose in establishing such link/s to this Website are necessarily the same or similar to the idea, concept, aim or purpose of Our Website or that such links have been authorized by Us. We are not responsible for any representation/s of such other websites while affording such link and no liability can arise upon ComplyGlobal consequent to such representation, its correctness or accuracy. In the event that any link/s afforded by any other website/s derogatory in nature to the objectives, aims, purposes, ideas and concepts of this Website, is utilized to visit this Website and such event is brought to the notice or is within the knowledge of ComplyGlobal, civil or criminal remedies as may be appropriate shall be invoked.
    
    
11. Monitoring
    
    All electronic communications and content presented and / or passed to Us, including that presented and / or passed from remote access connections, may be monitored saved, read, transcribed, stored, or retransmitted in the course of daily operations by any duly authorized employee or agent of ComplyGlobal, in the exercise of their duties, or by law enforcement authorities who may be assisting ComplyGlobal in investigating possible contravention / non-compliance with applicable law. Electronic communications and content may be examined by automated means. Further, ComplyGlobal has the right to reject, at its sole discretion, from the Website any electronic communications or content deemed not to be in compliance with the corporate policies and procedures of ComplyGlobal.
    
    
12. Termination
    
    In the event it is determined by Us that You have violated any of these Terms of Use, We shall have the right, at Our sole discretion, to suspend or terminate Your Account and prohibit access to the Services and the Website forthwith. Any such suspension or termination of access to the Services and the Website, and any deletion of Account information, may be effected by Us without providing You with a prior written notice in this regard. Upon such termination of access to the Services and the Website, these Terms of Use, as applicable to You, will be deemed to have been terminated.
    
    Further, these Terms of Use, as applicable to You, will be deemed to have been terminated in the event of You de-activating Your Account in accordance with Clause 2 of these Terms of Use.
    
    You acknowledge and agree that, upon termination, You shall immediately destroy any copies made of any portion of the content contained on the Website. You acknowledge and agree that ComplyGlobal shall not be liable to You or any third party claiming through You, for any suspension or termination of access to the Services and the Website or for any deletion of Account information.
    
    
13. Disclaimer of Warranties and Limitation of Liability
    
    The Website, including any content or information contained on it in connection with the Services, is provided on an “as is” basis. We hereby expressly disclaim all warranties and representations of any kind with respect to the Services or content contained on the Website, including but not limited to (a) warranties as to veracity of any information that is provided on the Website, or (b) warranties as to any results to be obtained from any use of the Services or ComplyGlobal content or information derived from the Services.
    
    ComplyGlobal content, including the Services, shall not be construed as advice by ComplyGlobal or an opinion provided by ComplyGlobal regarding any compliance requirements by You or as legal opinion. ComplyGlobal shall have no liability for Compliance decisions based upon, or the results obtained from ComplyGlobal content, including the Services. ComplyGlobal content is intended for general information purposes only and should not be relied or acted on without obtaining business and/or legal advice.
    
    ComplyGlobal does not endorse or act on behalf of any third party. In the event You engage the services of / interact with any third party, through the Website, ComplyGlobal will not be liable to You for any act or omission by such third party in relation thereto.
    
    ComplyGlobal shall have no liability for any losses, special, punitive, incidental, direct or indirect, in contract, tort, or otherwise, incurred in connection with the Services or ComplyGlobal content, including but not limited to penalty levied by regulatory authorities, loss of revenue or profit or any other commercial or economic loss or for any decision made or action taken by any third party in reliance upon the Services or ComplyGlobal content.
    
    You agree to indemnify and hold ComplyGlobal harmless from any claim or demand, including reasonable attorney's fees and expenses, made by any third party due to or arising out of Your use of the Website, the violation of the terms of this Terms of Use by You, or Your unauthorized use of any other registered user’s account or Your infringement of any intellectual property or other right of any person or entity, or as a result of any threatening, libelous, obscene, harassing or offensive material posted / transmitted by You on the Website .
    
    Your obligations under this Clause 13 shall survive the termination of these Terms of Use in accordance with Clause 12 above.
    
    
14. Governing Law and Dispute Resolution
    
    These Terms of Use shall be governed by and construed in accordance with the laws of the United States of America and subject to the provisions of arbitration set out herein, the courts at New York according to the prevailing Commercial Arbitration Rules of the American Arbitration Association shall have exclusive jurisdiction in relation to any disputes arising out of or in connection with these Terms of Use.
    
    
15. Severability
    
    If any term, provision, covenant or restriction of these Terms of Use is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of these Terms of Use shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
    
    
16. Assignment
    
    You may not assign or delegate any rights or obligations under the Terms of Use. Any purported assignment and delegation shall be ineffective. However, ComplyGlobal reserves the right to freely assign or delegate all rights and obligations under the Terms of Use, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, ComplyGlobal for any third party that assumes our rights and obligations under this Terms of Use.
    
    
17. No Waiver
    
    The rights and remedies available under this Terms of Use may be exercised as often as necessary and are cumulative and not exclusive of rights or remedies provided by law. It may be waived only in writing. Delay in exercising or non-exercise of any such right or remedy does not constitute a waiver of that right or remedy, or any other right or remedy.
    
    
18. General
    
    These Terms of Use comprise the full and complete agreement between the You and ComplyGlobal with respect to the use of the Services and the Website and supersedes and cancels all prior communications, understandings and agreements between You and ComplyGlobal, whether written or oral, expressed or implied with respect thereto.
    
    
19. Contact
    
    Please address any questions or any grievances that You may have about the Terms of Use associated with the Website by writing to Us at legal@complyglobal.com.