Terms of Service

Read our terms below to learn more about your rights and responsibilities as a CodeComply user.

Welcome to our website! CodeComply.AI, Corp. (“we,” “us,” or “our”) are pleased to provide you with access to our “Website,” which means, collectively, the https://www.codecomply.ai/ domain and related webpages, including any content or functionality offered on or through such domain and related webpages and any emails or newsletters through which you have accessed these Terms of Service (these “Terms of Service”), but excluding our end user interfaces and platforms accessible from the https://www-prod.codecomply.ai/ domain and related webpages (our “Platform”). For the avoidance of doubt, your access and use of our Platform are subject to your acceptance of and will be governed by our Platform End User Service Agreement, which is located https://www.codecomply.ai/eusa. You may access and use the Website only under these Terms of Service.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING OUR WEBSITE OR PROVIDING US WITH ANY INFORMATION OR DATA.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AS EITHER AN INDIVIDUAL OR ACTING ON BEHALF OF A BUSINESS ENTITY AND US GOVERNING YOUR ACCESS AND USE OF THE WEBSITE.

These Terms of Service apply to all users of the Website. By using the Website, you signify your acceptance of these Terms of Service and our Privacy Policy, which is incorporated by reference into these Terms of Service and made a part hereof. If you do not agree to these Terms of Service, then you must discontinue using the Website.

PLEASE BE ADVISED THAT THESE TERMS OF SERVICE CONTAIN AN AGREEMENT TO ARBITRATE ALL CLAIMS AND ALLOW YOU TO PURSUE CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

WE MAY IMMEDIATELY TERMINATE YOUR ACCESS TO OUR WEBSITE IF YOU FAIL TO COMPLY WITH ANY PROVISION OF THESE TERMS OF SERVICE.

DISCLAIMER: As further described below, the information and materials posted on our Website are provided for informational purposes only and are provided on an “AS IS” basis without warranties of any kind, express or implied. The content of our Website may be modified periodically without notice. Information and materials on our Website may not be accurate or complete and, due to changing circumstances or other causes, may change or ultimately prove to be inaccurate or incomplete. Any reliance you place on such information or materials is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information or materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

Changes to These Terms of Service

We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter.

Your continued use of the Website following the posting of revised Terms of Service means that you accept and agree to the changes, so please check these Terms of Service periodically for updates.

Your Compliance with These Terms of Service

You acknowledge that these Terms of Service are supported by reasonable and valuable consideration, which you have received, and which is adequate. Such consideration includes your ability to access, use, or interact with our Website.

You represent and warrant that you have the capacity to be bound by these Terms of Service, or if you are acting on behalf of a company or other entity, that you have the authority to bind such company or entity. We may, at our sole discretion and at any time monitor your compliance with these Terms of Service. Without limiting the foregoing, we have the right to:

YOU WAIVE AND HOLD US (AND OUR LICENSEES AND SERVICE PROVIDERS) HARMLESS FROM ANY CLAIMS RESULTING FROM ANY OF THE FOREGOING ACTIONS TAKEN BY US DURING OR AS A RESULT OF OUR INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY US OR BY LAW ENFORCEMENT AUTHORITIES.

Limited License

As a user, you are granted a nonexclusive, nontransferable, revocable, limited license to access and use the Website in accordance with these Terms of Service.

You agree that the Website is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. The Website is the sole and exclusive property of us, including, without limitation, all copyright, trademark, patent, trade secret, database, and other intellectual property and proprietary rights inherent therein or belonging thereto.

No title or proprietary rights to the Website are transferred to you under these Terms of Service. We (or our licensors) own all rights in any copy, translation, modification, adaptation, or derivation of the Website, including any improvement or developments thereof suggested by you. Except as expressly provided in these Terms of Service, nothing contained herein shall be construed as conferring to you any license or right, by implication, estoppel, or otherwise, under copyright or other intellectual property rights.

We do not grant you the right to use or display any trademark, service mark, product name, trade name, or logo appearing on the Website without our prior written consent.

Your Access and Use of Our Website

We reserve the right to withdraw or amend this Website, and any Content (as defined below) that we make available on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, the entire Website, or to certain features or functionalities, to users.

To access the Website or some of the resources it offers, you may be asked to provide certain information or content, including Your Information (as defined in our Privacy Policy) and details as to the nature of your request for us to contact you. It is a condition of your use of the Website that all the information you provide on or via the Website is correct, current, and complete.

You understand that our collection, use, and disclosure of all such information are governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

You alone are responsible for any information or content that you submit to us, and once used by us in accordance with ourPrivacy Policy, it cannot always be withdrawn.

You assume all risks associated with such information or content, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by you of information in such information or content that makes you personally identifiable. By submitting such information or content on or through our Website, you represent and warrant that you own or have the necessary permissions to use and authorize the use of such information or content as described in these Terms of Service and our Privacy Policy and that such information or content complies with these Terms of Service.

Prohibited Uses

Any unauthorized use of the Website is prohibited. Other than as expressly authorized by us, you shall not, and shall not permit any authorized user or third party to:

  1. Modify, copy, duplicate, create derivative works from, sell, rent, lease, loan, license, distribute, provide access to, sublicense, or otherwise make available the Website to a third party.
  2. Use the Website to provide, or incorporate any portion of the Website into, any service for the benefit of a third party, or access all or any part of the Website in order to build a product or service which competes with the Website.
  3. Interfere with or disrupt the Website, our systems, or any third-party systems used to host the Website, or other equipment or networks used to host the Website.
  4. Circumvent the authorized user authentication or security of the Website or any host, network or account related to the Website.
  5. Manually extract, decompile, or reverse engineer the Website.
  6. Determine the site architecture or extract data or information about usage, individual identities of other users of the Website via use of any network monitoring or discovery software or otherwise.
  7. Monitor, copy, scan, review, index, mirror, ping or validate the Website via robot, spider, other automatic software or device, process, approach or methodology, manual or otherwise. Methods such as web scraping, harvesting, data extraction, data validation, or data verification are prohibited.
  8. Transmit any computer virus, worm, defect, trojan horse, or any other item of a destructive nature, or to upload any virus or malicious code.
  9. Transmit any false, misleading, fraudulent, or illegal communications, information, or data, or any data that you do not have a legal right to transmit to us.
  10. Phish, spoof, commit illegal or fraudulent activity, or violate any Laws or regulations, or violate the rights of any third party.
  11. Access unauthorized information.
  12. Solicit information from minors or harm or threaten to harm minors.
  13. Attack, threaten violence, stalk, harass, incite, harm, or intimidate any other user, person, or organization, or engage in any other threatening or discriminatory behavior.
  14. Transmit or post any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, fraudulent, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable.
  15. Transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, contests, pyramid schemes, surveys, or any other form of solicitation or mass messaging, whether commercial in nature or not.
  16. Use our Website or our Content in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of our Website or Content, including their ability to engage in real-time activities through our Website.
  17. Violate these Terms of Service or our Privacy Policy.
  18. Export or re-export the Website or any portion thereof in violation of the export control laws and regulations of the United States of America.

We may, in our sole discretion, cancel or terminate your access to our Website for any reason, including as a result of any breach or suspected breach of these Terms of Service.

Your Materials

You will ensure (and represent, warrant and covenant) that any information, content or other materials provided by you to us on or otherwise as a result of your use of the Website (collectively, “Your Materials”), as well as your activities in connection with, use of or access to the Website, are accurate, complete and do not and will not violate any applicable laws, rules, regulations or orders having the force of law (collectively, “Laws”) or infringe on a third party’s intellectual property or other rights. Without limiting the generality of the foregoing, if Your Materials include any personal information of individuals, you will ensure that your collection and submission to the Website of the same, and your and our use and storage of the same as contemplated by these Terms of Service does not violate any third party rights, and otherwise complies with Laws, including, without limitation, any Laws relating to the consent of or disclosure to consumers with respect to the collection, use or disclosure of such information as contemplated by these Terms of Service. If we receive information indicating or otherwise reasonably believe that all or any portion of any Your Materials may violate Laws, any third-party rights or otherwise could reflect poorly on us or negatively impair our goodwill (in each case, in our sole and absolute discretion), we may so notify you and, if you fail to remove or modify the relevant portion of Your Materials from the Website within two business days, we may delete the relevant portion of Your Materials from the Website or our systems. Under no circumstances will we be liable in any way for any: (i) of Your Materials transmitted or viewed while using the Website; (ii) errors or omissions in Your Materials; or (iii) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any of Your Materials. By providing us with Your Materials, you thereby grant us a worldwide, royalty-free, irrevocable, transferable right and license to use such materials for any purpose in the course of providing our Website to you and as otherwise set forth in these Terms of Service.

Your Materials May Expose You to Liability. You acknowledge that Your Materials may expose you to liability. For example, but not by way of limitation, you may be exposed to liability if Your Materials contain material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any Laws.

User Generated Content

Certain aspects of our Website may permit you and other users of our Website to chat, share, or otherwise share or display with one another certain information, materials, or other content (collectively, “User Generated Content”).

We Do Not Endorse User Generated Content. We are not involved in the preparation or actual transmission of User Generated Content. As a result, we do not approve or endorse User Generated Content, and you acknowledge and agree that we (i) have no control over the quality, correctness, timeliness, safety, truth, accuracy or legality of any User Generated Content posted by you or any other person or entity; and (ii) will have no liability to you as a result of your submission or posting, access or use of, or reliance on, such User Generated Content. User Generated Content posted by other users may be inaccurate. Additionally, you may find User Generated Content posted by other users to be offensive, harmful, indecent, or deceptive. Please use caution and common sense, and do not rely solely on User Generated Content. Although we do not regularly review User Generated Content, we may, in our sole discretion and at any time, remove or edit any User Generated Content. You acknowledge and understand that we are under no obligation to enforce these Terms of Service on your behalf against another user. Opinions, advice, statements, offers, or other information included in any User Generated Content, but not directly by us, are those of their respective authors, who/which are solely responsible for such User Generated Content.

Linking to the Website

You may link to our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our prior written consent.

You may provide links to the Website, provided (i) you do not remove or obscure, by framing or otherwise, any portion of the Website, the Terms of Service, or any notices on the Website and (ii) you discontinue providing links to the Website if we request.

Any website from which you are linking, or on which you make certain content accessible, must comply in all respects with these Terms of Service. You agree to cooperate with us in causing any unauthorized framing or linking to immediately cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

Relationship between CodeComply and You

You are an independent third party to the Website, and nothing in these Terms of Service will create or represent that there is any partnership, joint venture, agency, franchise, sales relationship, or employment relationship between you and us.

Errors and Corrections

We do not represent or warrant that the Website will be error-free, free of viruses or other harmful components, or that defects will be corrected or that it will always be accessible. We do not warrant or represent that postings or information available on or through the Website will be correct, accurate, timely, or otherwise reliable. We may make improvements and/or changes to the Website’s features or functionality at any time.

Our Intellectual Property Rights

Our Website, and its entire contents, features, and functionality (including all information, text, software, displays, images, video, audio names, graphics, logos, page headers, button icons, scripts, and service names, and the design, selection, and arrangement of the foregoing) are owned by us, our licensors, or other providers of such material and are protected by United States or international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You may not use our or any third-party proprietary marks available on our Website (“Proprietary Marks”) without our prior express written permission, which permission may be withheld in our sole discretion.

The information, advice, data, materials and content viewable on, contained in or downloadable from our Website (collectively, “Content”), including all text, graphics, charts, pictures, photographs, videos, images, line art, icons and renditions, are copyrighted or trademarked by, or otherwise licensed to, us or our Content suppliers. We also own a copyright of a collective work in the selection, coordination, arrangement, presentation, display and enhancement of the Content (“Collective Work”). All software used on or within our Website is our property or the property of our software vendors and is protected by United States and international copyright laws. Viewing, reading, printing, downloading or otherwise using the Content or the Collective Work does not entitle you to any ownership or intellectual property rights to the Content (including any software) or the Collective Work.

You are solely responsible for any damages resulting from your infringement of our or any third-party’s intellectual property rights regarding Proprietary Marks, Content (including any software), the Collective Work or any other harm incurred by us as a direct or indirect result of your downloading, copying, distributing, redistributing, transmitting, publishing or using Proprietary Marks, Content (including any software) or the Collective Work for purposes that are contrary to the terms and conditions of these Terms of Service.

We or our licensors will own and retain all right, title, and interest in and to the following: (i) the “CodeComply” name, brand, marks, and other similar intellectual property; (ii) any suggestion, enhancement request, recommendation, correction, or other feedback provided by you or your authorized users relating to the subject matter of these Terms of Service (collectively, “Feedback”); (iii) any and all performance data, test or evaluation results, or other metrics derived from the Website, including the Platform and Aggregated Data (as defined below); and (iv) all intellectual property rights related to any of the foregoing.

Notwithstanding anything to the contrary, and to the extent not prohibited by law, we will have the right to collect and analyze your use and performance of various aspects of the Website and data derived therefrom, and will be free to: (i) use such information and data to improve and enhance the Website and for other development, diagnostic and corrective purposes in connection with the Website, and/or our other product or service offerings; and (ii) use and disclose such information and data solely in aggregate or other de- identified form in connection with our business without disclosing your identity, or the identity of any of your individual authorized users (“Aggregated Data”). No rights or licenses are granted except as expressly set forth herein.

Any improvements, enhancements, or other modifications created, prepared, produced, authored, edited, amended, conceived, or reduced to practice by us (whether alone or together with you or any other third party or parties) arising out of or relating to Feedback are and will remain our sole and exclusive property.

Third-Party Content and Links

Third-party content may appear on the Website or may be accessible via links from the Website. We will not be responsible for and we assume no liability for any infringement, mistakes, misstatements of law, defamation, slander, libel, omissions, falsehood, obscenity, pornography, or profanity in the statements, opinions, representations, or any other form of content contained in any third-party content appearing on the Website. You understand that the information and opinions in the third-party content is neither endorsed by nor does it reflect the belief or opinion of us. Further, information and opinions provided by employees and agents of us in interactive areas of the Website are not necessarily endorsed by us and do not necessarily represent the beliefs and opinions of us. We, or other third-party users of the Website, may provide links to other websites or resources. We have no control over such sites and resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and we do not endorse and are not responsible or liable for any content, advertising, products, or other materials contained in or available from such sites or resources.

You acknowledge that use of any third-party website is governed by the terms of service and Privacy Policy for that website, which terms you are responsible for reading and reviewing, and not by these Terms of Service or our Privacy Policy. You further acknowledge and agree that we will not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any third-party website or resource. We reserve the right to disable any link or remove any third-party content at any time in our sole discretion.

Changes to the Website

We may update the content on the Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Disclaimers

You agree that your use of our Website, the Content, and all information, content, materials, products, and services described on or made available through our Website is at your sole risk. It is your sole responsibility to independently evaluate the accuracy, correctness, or completeness of our Website, the Content, and all information, content, materials, products, and services.

You further acknowledge that operation of and access to our Website may be interfered with as a result of technical issues or numerous factors outside of our control. We make no representation, warranty, or guarantee that our Website or the Content is free of infection from any viruses, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. We will not be liable for any loss or damage caused by a distributed denial- of-service attack, viruses or other technologically harmful material that may infect your computer, device, data, programs or other equipment or material due to your use of our Website or items obtained through our Website or to your downloading of any material posted on our Website or any links to our Website.

THE WEBSITE IS PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. WE MAKE NO REPRESENTATION OR WARRANTY (AND EXPRESSLY DISCLAIM ALL WARRANTIES), INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AND NON- INFRINGEMENT. WE DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THE WEBSITE INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, (B) THIRD-PARTY MATERIALS OR COMMUNICATIONS, (C) ANY THIRD-PARTY PLATFORMS, WEBSITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE WEBSITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (D) THE UNAVAILABILITY OF THE WEBSITE, (E) YOUR USE OF THE WEBSITE, OR (F) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE WEBSITE.

Limitations On Our Liability

WE SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE WEBSITE, OR ANY THIRD-PARTY COMMUNICATIONS OR MATERIALS. WE SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES, DAMAGES FOR ANY PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS, INJURIES TO PROPERTY AND LOSS OF PROFIT, REVENUE OR BUSINESS, WHETHER AS A RESULT, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, OF A BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE) OR OTHERWISE). YOUR SOLE REMEDY IS TO DISCONTINUE USE OF THE WEBSITE. IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY MODIFICATION OF OUR WEBSITE, OR YOUR USE OF THE WEBSITE WHICH VIOLATES THESE TERMS OF SERVICE, APPLICABLE LAW, OR THE RIGHTS OF A THIRD PARTY.

OUR TOTAL AGGREGATE LIABILITY AND THE LIABILITY OF OUR DIRECTORS, OFFICERS, SHAREHOLDERS, MANAGERS, EMPLOYEES, INDEPENDENT CONTRACTORS, ATTORNEYS, REPRESENTATIVES AND AGENTS ARISING OUT OF OR OTHERWISE RELATING TO THESE TERMS OF SERVICE WILL NOT EXCEED $25.

YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO OUR WEBSITE MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these state laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you.

In the event that any limitation on the period of time for bringing an action, claim, dispute or proceeding against us, located in this “Limitations on our Liability” section, is determined or held to be inapplicable or unenforceable by any court, arbiter, arbitration panel or other tribunal, then the statute of limitations for the State of Florida, including Chapter 95, Florida Statutes, will apply to any such action, claim, dispute or proceeding referred to final or binding arbitration.

Indemnification

You will defend, indemnify and hold us and our officers, directors, members, managers, shareholders, employees, independent contractors, agents and representatives harmless from and against all claims and expenses, including attorneys’ fees, arising out of or relating to: (i) any breach or violation of these Terms of Service by you or your representatives; (ii) your failure to provide accurate, complete and current information requested or required by us; (iii) your access or use of our Website or its Content; or (iv) any personal injury, property damage or emotional distress caused by you.

Our Remedies

You acknowledge that we may be irreparably damaged if these Terms of Service are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of these Terms of Service by you, we will be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, or to a decree for specific performance of the provisions of these Terms of Service. You agree that (notwithstanding the Arbitration Agreement below) we may bring any action or proceeding with regard to such injunction restraining such breach or threatened breach in any state or federal court located in Miami-Dade County, Florida. You consent to personal jurisdiction over you by such court and to the exclusive jurisdiction of such courts and waive any objection to the laying of venue of any such action or proceeding in such court. We may affect service of any court paper on you by mail or in such other manner as may be provided under applicable laws, regulations, rules of procedure or local rules.

Survival

All covenants, agreements, representations and warranties made in these Terms of Service, as may be amended by us, from time to time, will survive your acceptance of these Terms of Service and any termination of these Terms of Service.

Interpretation

For purposes of these Terms of Service, the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; and the word “or” is not exclusive. The headings contained in these Terms of Service are for convenience of reference only, are not to be considered a part of these Terms of Service, and will not limit or otherwise affect in any way the meaning or interpretation of these Terms of Service.

Force Majeure

We will not be liable for any changes, delays, failures or problems out of our control, including, without limitation, any changes, delays, failures or problems caused by acts of god, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, pandemics, epidemics, health crises, government acts (including lockdowns), fire, failure of a utility or hosting service, floods, storm, accidents, network infrastructure failures, strikes, shortage of transportation facilities, fuel, energy, labor or materials and other similar events.

Assignment

You shall not, without our prior written consent, assign or transfer any of your rights or obligations under these Terms of Service. We may, without your consent and at any time, assign all or a portion of our rights or obligations under these Terms of Service, including as part of a merger or sale of all or substantially all of our assets.

Disputes: Arbitration Agreement, and Class Action Waiver

Please read this section carefully. Except as these Terms of Service otherwise provides, you waive your rights to try any claim in court before a judge or jury and to bring or participate in any class, collective, or other representative action.

Agreement to Binding Arbitration

Before initiating arbitration, you acknowledge and agree that you will first give us an opportunity to resolve your problem or dispute. This includes sending a written description of your problem or dispute to us including, but not limited to, information or representations related to our products or services and upon which you rely. You may seek to resolve any customer concerns through our support services as team@codecomply.ai or send the written description by U.S. Mail to 5959 Waterford District Drive, Suite 200, Miami FL, 33126. You agree to negotiate with us in good faith about your problem or dispute. If for some reason your problem or dispute is not resolved to your satisfaction within 30 days after our receipt of your written dispute, you agree to the dispute resolution provisions below.

By agreeing to these Terms of Service, you agree that you are required to resolve any claim that you may have against us or the Website on an individual basis in arbitration, as set forth in this Section. You and we agree that any disputes between us (including any disputes between you and a third-party agent of us) will be resolved through binding and final arbitration and not in a court. This includes, but is not limited to: (i) any dispute, claims, or controversy arising out of or relating to any part of these Terms of Service, or the existence, breach, termination, enforcement, interpretation or validity thereof; or (ii) your access to or use of the Website or our other services or products at any time. Such dispute shall be submitted to the American Arbitration Association (“AAA”) for individual arbitration in Miami-Dade County, Florida and shall be before one arbitrator. The arbitration shall be administered by the AAA pursuant to its Consumer Arbitration Rules and Procedures, only as modified by this Arbitration Agreement.

You and we agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the terms of these Terms of Service are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

By agreeing to individual arbitration, you understand and agree that you are waiving your right to maintain other available resolution processes, such as a court action or administrative proceeding, to settle any disputes or claims. The rules in arbitration are different. There is no judge or jury. Although review is limited, an Arbitrator can award on an individual basis the same damages and relief as would be available in court, and must enforce the same limitations stated in these Terms of Service as a court would.

No Class Action

You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. This means that you and we each agree to arbitrate in our individual capacities only, not as a representative of a class, a member of a class, or a Private Attorney General. Likewise, an Arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

Rules and Governing Law

The arbitration will be administered by the AAA in accordance with the Consumer Arbitration Rules then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at https://www.adr.org/sites/default/files/Consumer_Rules_Web_1.pdf. The rules of the arbitral forum will govern all aspects of the arbitration, except to the extent those rules conflict with the terms of these Terms of Service.

Notwithstanding any choice of law or other provision in these Terms of Service, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”) will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the State of Florida, without regard to its conflict of laws provisions.

Arbitration Process

You can begin the arbitration by submitting a Demand for Arbitration, which is a statement containing basic information about the dispute: (a) the names, addresses and phone numbers of the parties involved (you and us, in most cases); (b) a description of the dispute; and (c) a short statement of the relief you are seeking. The AAA provides a Demand for Arbitration form on its website, or you may contact the AAA at 800-778-7879.

Complete the Demand for Arbitration and make at least four (4) copies. Keep one copy for your records. Send one copy to us by certified mail at Notice of Dispute, Address: [ADDRESS].

Send the final two copies of the Demand for Arbitration to the AAA. Please be sure to include: (1) a copy of this arbitration provision (you may obtain a copy from these Terms of Service); and (2) the appropriate AAA filing fee. You may obtain the amount of the fee by consulting the AAA’s rules. Those rules may be obtained by visiting the Consumer section on the AAA’s website, or by calling the AAA at 800.778.7879.

Unless you and we agree otherwise in writing, in the event that any provision of this Section is found not to apply to you or to a particular claim or dispute as a result of a decision by the Arbitrator or a court order, any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in Miami-Dade County, Florida. You and we will submit to the personal jurisdiction of the courts located within Miami-Dade County, Florida for the purpose of litigating all such claims or disputes.

Arbitrator’s Decision

The Arbitrator will decide the substance of all claims exclusively in accordance with the laws of the State of Florida, including recognized principles of equity, and will honor all claims of privilege recognized by law. The Arbitrator will not be bound by rulings in prior arbitrations involving our other users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law.

Regardless of the manner in which the arbitration is conducted, the Arbitrator shall issue a reasoned written decision sufficient to explain the essential findings of fact and conclusions of law on which the award is based. Judgment on the award may be entered in any court having competent jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. The Arbitrator’s decision shall be final and binding on all parties.

Judgment on any award rendered by the Arbitrator is final, binding and conclusive on you and us and your and our respective administrators, executors, legal representatives, successors and assigns.

With the exception of disclosures to affiliates and legal counsel, all negotiations and arbitration proceedings related to a dispute (including a settlement, award, or the documents and briefs exchanged or produced during arbitration) are confidential and may not be disclosed by the parties except to the extent necessary for interim measures or conservatory relief, the enforcement of an arbitration award, or as required by law.

Fees

Payment of all filing, administration and Arbitrator fees will be governed by the AAA’s applicable consumer rules. The parties shall be responsible for their own attorneys’ fees and costs in arbitration, unless they are authorized by law or the Arbitrator determines that a claim was frivolous or brought for an improper purpose or in bad faith. In addition, the provisions of Federal Rule of Civil Procedure 68 shall apply and be enforced by the Arbitrator.

Privacy

Your use of the Website is subject to these Terms of Service and our Privacy Policy.

Waiver and Severability

No waiver by us of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms of Service will continue in full force and effect.

Entire Agreement

These Terms of Service (together with any documents they expressly incorporate by reference, including our Privacy Policy) represent the entire understanding and agreement between you and us regarding the subject matter of these Terms of Service, and supersede all other previous agreements, understandings, or representations regarding these Terms of Service.

Contact Us

If you have questions, comments, concerns, or feedback regarding these Terms of Service or our Website, please contact us via email at: legal@codecomply.ai.