TERMS OF SERVICE FOR COMPLYCHAIN LAB
1. ACKNOWLEDGEMENT AND ACCEPTANCE OF TERMS OF SERVICE
ComplyChain Lab (“Lab”), owned and operated by ViaBridge, Inc. d.b.a. ComplyChain (“ComplyChain”), is provided to you (“Member”) under the terms and conditions of this Lab Terms of Service (“LTS”) and any operating rules or policies that may be published by ComplyChain. The LTS comprises the entire agreement between Member and ComplyChain and supersedes all prior agreements between the parties regarding the subject matter contained herein. BY COMPLETING THE REGISTRATION PROCESS OR USING THE LAB YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE LTS.
2. DEFINITIONS
(a) “Lab” shall mean computerized services provided by ComplyChain as described in Section 3(a).
(b) "Confidential Information" shall have the meaning set forth in Section 5(a) (Confidential Information) below.
(c) "Member Data" shall mean data furnished by Member to allow ComplyChain to provide the Labs to Member.
(d) "Documentation" shall mean manuals and other written materials that relate to the Software or Labs, including materials useful for design such as logic manuals, flowcharts, and principles of operation. Documentation shall include any modification or enhancement to Documentation in existence.
(e) "Intellectual Property Rights" shall mean any and all rights that may exist from time to time in any jurisdiction, whether foreign or domestic, under patent law, copyright law, publicity rights law, moral rights law, trade secret law, semiconductor chip protection law, trademark law, unfair competition law, or other similar protections. Intellectual Property Rights shall also include the right to enforce these rights and protections and the right to collect damages for past infringement of any of these rights and protections. Intellectual Property Rights shall include all of these rights and protections regardless of whether or not such rights or protections are registered or perfected.
(f) “Software” shall mean the computer programs and scripts that enable the Lab.
3. SERVICES
(a) Description. ComplyChain currently provides Members with various “AS IS” Lab services including but not limited to those that allow Members to create their own lab exercises, invite participants to those exercises, and view the results of the exercises. Lab services provided under the LTS are free of charge for their limited functionality, but may be offered for a fee by ComplyChain under a different agreement as a more complete service. Only the services that are accessed from the Lab Registration are offered free of charge. Other for fee services requires a separate registration and terms of service. Unless explicitly stated otherwise, any new features that augment or enhance the current Lab services, including any new Lab exercise services, will be subject to this LTS.
(b) Availability of Lab. ComplyChain provides these Lab services on an “AS AVAILABLE” basis. Member agrees that from time to time the Lab may be inaccessible or inoperable for various reasons, including: (i) equipment malfunction; (ii) periodic maintenance procedures or repairs that ComplyChain may undertake from time to time; or (iii) causes beyond the control of ComplyChain or that are not reasonably foreseeable by ComplyChain, including interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion, or other interruption or failure.
(c) Acceptance. Acceptance shall occur: (i) upon Member's clicking the “I accept” box as part of the ordering process or upon Member’s first use of the Lab.
(d) Technical Support. ComplyChain shall provide Member with telephone support to answer questions regarding the Labs during ComplyChain’s regular hours (8:00AM Central time – 5:00PM Central time) Monday – Friday except holidays. There is no charge for support related to Lab services.
(e) Member Responsibilities. Member is responsible for:
(i) Obtaining Access: Member must obtain access to the World Wide Web, either directly or through devises that access Web-based content and pay any service fees associated with such access. Member must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.
(ii) Accurate, Current and Complete Registration Information: Member must provide true, accurate, current and complete information about the organization and users as prompted by the registration form of the Lab and maintain and update that data to keep it true, accurate, current and complete.
(iii) Access and Password Security: Member will be responsible for the confidentiality and use of access number, password, and account number. Member will be responsible for all electronic communications, including account registration and other account holder information, and other data ("Electronic Communications") entered through or under Member access number, password or account number. ComplyChain will operate as though any Electronic Communications it receives under Member access number, password or account number will have been sent by Member. Member agrees to immediately notify ComplyChain of any loss or theft or unauthorized use of any of access number, password and/or account number.
(iv) Member Data: ComplyChain shall not be responsible for the supervision, management, or control of Member's use of Member Data. The Member, not ComplyChain, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Member Data, and ComplyChain shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Member Data. ComplyChain reserves the right to withhold, remove and/or discard Member Data without notice. Upon termination, your right to access or use Member Data immediately ceases, and ComplyChain shall have no obligation to maintain or forward any Member Data.
(v) No Reverse Engineering. Member agrees that only ComplyChain shall have the right to alter, maintain, enhance, or otherwise modify the Software. Member agrees not to: (i) modify, decompile, decrypt, extract, or otherwise reverse engineer any Software; (ii) attempt to reconstruct or discover any source code of or algorithms underlying or used in any Software; (iii) otherwise attempt to learn the structure or ideas underlying any Software; or (iv) allow others to do any of the foregoing.
(vi) Obey Laws: Member is responsible for all activity occurring under Member’s account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Lab, including those related to data privacy, international communications and the transmission of technical or personal data.
4. TERMINATION
(a) Either Member or ComplyChain may terminate the Lab with or without cause at any time and effective immediately. ComplyChain shall not be liable to Member or any third party for termination of the Lab. Should member object to any terms and conditions of the LTS or any subsequent modifications thereto or become dissatisfied with the Lab in any way, Member’s only recourse is to immediately discontinue use of the Lab. Upon termination of the Lab, Member’s right to use the Lab immediately ceases. Member shall have no right and ComplyChain will have no obligation thereafter to forward any unread or unsent messages to Member or any third party.
(b) Survival. The definitions herein and the respective rights and obligations of the parties under Sections 6 (Proprietary Rights), 8 (Warranties and Representations), 9 (Limitation of Liability), 7 (Indemnification), 4 (Termination), 5 (Confidentiality), and 10 (General Provisions) shall survive any termination or expiration hereof.
5. CONFIDENTIALITY
(a) Confidential Information. "Confidential Information" shall include all written or oral information disclosed by ComplyChain — whether disclosed before or after the execution of this LTS, whether tangible or intangible, and in whatever form or medium — and all information generated by the receiving party or its representatives that contains, reflects, or is derived from the disclosed information. Confidential Information that is disclosed orally shall only be considered Confidential Information and subject to the terms of this LTS if the information so disclosed is summarized in writing within thirty (30) days following the disclosure of such Confidential Information, or within thirty (30) days following the execution of this LTS if the disclosure of such Confidential Information was prior to the execution of this LTS, in sufficient detail to allow the receiving party to identify the information needing confidential treatment hereunder. Notwithstanding the foregoing, Confidential Information does not include: (i) information that is or becomes publicly available independent of any act which constitutes a violation of this LTS; (ii) information that is already in the possession of the receiving party at the time of its disclosure by the disclosing party; or (iii) information that a third party discloses to the receiving party without violating any duty of confidentiality to the disclosing party that exists by agreement or operation of law. Failure to mark written or other tangible material as confidential shall not affect the confidential nature of any Confidential Information included in that material.
(b) Non-Disclosure of Confidential Information. Member agrees that the Software contains proprietary information, including trade secrets, know-how, and Confidential Information, that is the exclusive property of ComplyChain. During the period this LTS is in effect and at all times after its termination, Member shall maintain the confidentiality of this information and not sell, license, publish, display, distribute, disclose, or otherwise make available this information to any third party nor use such information except as authorized by this LTS. Member shall not disclose any such proprietary information concerning the Software, including any flowcharts, logic diagrams, user manuals, and screens, to persons without the prior written consent of ComplyChain.
6. PROPRIETARY RIGHTS
(a) Ownership. ComplyChain owns all rights including Intellectual Property Rights in the Lab, Software, and Documentation. Member agrees that ComplyChain retains all rights including Intellectual Property Rights to all patents, inventions, copyrights, trademarks, know-how, and trade secrets relating to the design, manufacture, and operation of the Lab, Software, and Documentation. The use by Member of any of these Intellectual Property Rights is authorized only for the purposes set forth herein, and solely to the extent (if any) set forth herein. Upon termination of this LTS for any reason, such authorization shall immediately cease.
(b) Assignment to ComplyChain. Member hereby assigns to ComplyChain all right, title, and interest including Intellectual Property Rights in and to any ideas, inventions, discoveries, improvements, designs, computer programs, modules, products, related documentation, and works of authorship created or conceived by Member in cooperation with ComplyChain in connection with this LTS. Member agrees to inform ComplyChain of any such creations or conceptions. Member agrees, at the request of ComplyChain and for no additional consideration, to execute documents and perform other acts as ComplyChain deems necessary to effectuate the transfer of any rights hereunder to ComplyChain. Member also agrees, at the request of ComplyChain and for no additional consideration, to perform acts as ComplyChain deems necessary to enforce ComplyChain's rights hereunder.
(c) Member Data. Member Data furnished by Member for use by ComplyChain in connection with the services performed under this LTS shall remain the property of Member. Member hereby grants ComplyChain a license to use the Member Data for performing all services and other activities necessary for ComplyChain to perform its obligations under this LTS.
7. INDEMNIFICATION
(a) Member agrees to indemnify and hold ComplyChain and its officers, employees, directors and partners harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Member’s use of the Lab, the violation of this LTS by Member, or the infringement by Member, or other user of the Lab using Member’s computer, of any intellectual property or other right of any person or entity.
8. WARRANTIES AND REPRESENTATIONS
(a) Disclaimer of Warranties: MEMBER EXPRESSLY AGREES THAT USE OF THE LAB IS AT MEMBER’S SOLE RISK. THE LAB IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
COMPLYCHAIN DISCLAIMS ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MECHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
COMPLYCHAIN MAKES NO WARRANTY THAT THE LAB WILL MEET YOUR REQUIREMENTS, OR THAT THE LAB WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR DOES COMPLYCHAIN MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE LAB OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE LAB OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
MEMBER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND / OR DATA DOWNLOADDED OR OTHERWISE OBTAINED THROUGH THE USE OF THE LAB IS DONE AT MEMBER’S OWN DISCRETION AND RISK AND THAT MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO MEMBER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND / OR DATA.
COMPLYCHAIN MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE LAB OR ANY TRANSACTIONS ENTERED INTO THROUGH THE LAB.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY MEMBER FROM OR THROUGH THE LAB SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
(b) Exclusive Remedy. MEMBER'S EXCLUSIVE REMEDY FOR ALLEGED DEFECTS IN THE SOFTWARE OR LABS PROVIDED BY COMPLYCHAIN PURSUANT TO THIS LTS IS TO IMMEDIATELY DISCONTINUE USE OF THE LAB. UPON TERMINATION OF THE LAB, MEMBER’S RIGHT TO USE THE LAB IMMEDIATELY CEASES. MEMBER SHALL HAVE NO RIGHT AND COMPLYCHAIN WILL HAVE NO OBLIGATION THEREAFTER TO FORWARD ANY UNREAD OR UNSENT MESSAGES TO MEMBER OR ANY THIRD PARTY.
9. LIMITATION OF LIABILITY
(a) Limitation of Liability. IN NO EVENT SHALL COMPLYCHAIN BE LIABLE TO MEMBER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST PROFITS, OR LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE RESULTING FROM PERFORMANCE OR FAILURE TO PERFORM UNDER THIS LTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY WHETHER OR NOT SUCH LOSSES OR DAMAGES ARE BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHERWISE.
10. GENERAL PROVISIONS
(a) Complete Agreement. The parties agree that this LTS is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, all understandings, and all other agreements, oral or written, between the parties relating to this LTS.
(b) Amendment. ComplyChain reserves the right to modify, alter, update or remove portions of these Terms and Conditions at any time, so please check this LTS from time to time. Your continued use of the Lab signifies your acceptance of any changed items. If you do not agree with our LTS, your sole remedy is to discontinue use of the Lab.
(c) Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this LTS shall not be deemed a waiver of any further right under this LTS.
(d) Severability. If any provision of this LTS is invalid, illegal, or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the LTS shall be valid and enforceable to the maximum extent possible.
(e) Arbitration. The parties shall settle any controversy arising out of this LTS by arbitration in accordance with the rules of the American Arbitration Association. A single arbitrator shall be agreed upon by the parties or, if the parties cannot agree upon an arbitrator within thirty (30) days, then the parties agree that a single arbitrator shall be appointed by the American Arbitration Association. The arbitrator may award attorneys' fees and costs as part of the award. The award of the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction.
(f) Governing Law. This LTS and any dispute arising in connection with this LTS hereunder shall be governed by the laws of the State of Tennessee, without regard to conflict of laws principles, statutes, or regulations of this or any jurisdiction.
(g) Read and Understood. Each party acknowledges that it has read and understands this LTS and agrees to be bound by its terms.
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