This License Agreement (this “Agreement”) is between World Compliance, Inc., having a principal place of business at 123 SE 3rd Ave # 495, Miami, Florida 33131 (“Provider”), and You, and establishes the terms and conditions by which You may access and Use the Content and the features, functions and/or information available at or through the Website.
Unless otherwise indicated, the following capitalized terms used in this Agreement shall have the following meanings:
- “Agreement” means this License Agreement, and all documents referenced in this Agreement.
- “Affiliate” means any entity that controls You, is controlled by You, or is under common control with You, where “control” means the ability to direct the management of another by contract or otherwise.
- “Authorized User(s)” means a person or entity to whom Provider assigns a user name and password under this Agreement, thereby enabling such user(s) to access the functions, features and information available at or through the Website.
- “Concurrent User(s)” means the number of Authorized Users that are logged into the Website simultaneously.
- “Content” means collectively any and all data, text, graphics, and information which you are licensed to access through the Website as described in Section 2(a), below.
- “Effective Date” shall mean the earlier of (i) Provider’s provision to You of a Password enabling You to access to the Website or the Content, (ii) Your access to the Website; or (iii) your written or electronic acceptance of the terms of this Agreement, which you agree may be manifested by Your written signature at the bottom of this Agreement or, if being delivered electronically, Your clicking of an “I ACCEPT” link (or similar link) at the end of this Agreement.
- “Force Majeure” shall have that meaning described in Section 9, below.
- “Password” shall mean that access code or combination of access codes provided to an Authorized User which enables such user to access the Content at the Website.
- “Use” shall mean view, copy, display, and print for internal business purposes only. Use shall also include disclosure to third parties (e.g., auditors, regulators, or legal counsel) where such disclosure is required for legal or regulatory compliance purposes only.
- “Website” shall mean that certain website maintained by Provider, including all pages and sub-pages of such website, through which the Content is made available to You and other Authorized Users.
- “You” or “Your” shall mean (i) the person or entity consenting to be bound by this Agreement, which consent shall be manifested by either signing the trial or membership form, signing where indicated below, clicking an “I AGREE” button at the end of this Agreement, or otherwise accessing or using the Website, (ii) any Authorized User of the Website, and/or (iii) any and all entities on whose behalf you are acting in consenting to the terms of this Agreement.
2) ACCESS; LICENSE GRANT
- License. Subject to the terms of this Agreement, You are hereby granted a worldwide, non-transferable, non-assignable, limited license to access and Use the Content at the Website for the number of Concurrent Users listed in Section 2(b), below. Notwithstanding the foregoing, such licensed Use and access shall be limited to the following databases and content available at the Website:
(if line is blank, then the license granted to You hereunder permits access and Use of Global PEP List, Global Sanction
List, Global Enforcement List, Global Adverse Media List)
- Affiliate Use. Passwords shall be used only by the person or entity to whom such Passwords were provided by Provider. Unless otherwise permitted by Provider in writing, no Affiliate may use Your Password to access and Use the Content, and You shall not share, reveal or otherwise permit any Affiliate of Yours to use Your Password. In the event that an Affiliate requires access to or Use of the Website or Content, such Affiliate must receive a Password from Provider and agree to the terms of a separate license agreement.
- Restrictions. The Content may be used only by You for internal business purposes. You shall not provide content in form of screenshots, reports or other ways to the entity profiled nor reveal that Provider was the source of information. You shall not provide information to any other third parties unless required so in a criminal or civil investigation. You shall ensure that each person or entity authorized to access and Use the Website under the terms of this Agreement is informed of, and agrees to conform to, the obligations of the license described herein. You shall not use the Website to offer due diligence, compliance or related services to third parties, including but not limited to timesharing, facilities management, outsourcing or service bureau uses. You shall not use any network monitoring or discovery software or processes to determine the Website’s architecture, or extract information about usage or individual identities of users. You shall not Use, export or re-export the Website or the Content, or any portion thereof, in violation of the export control laws and regulations of the United States of America.
- Passwords. The security and integrity of Your Password is Your responsibility. Provider is not liable, and shall be held harmless by You, for any unauthorized use of Your Password. If You believe that the confidentiality or integrity of Your Password has been or is likely to be compromised, You agree to immediately contact Provider, after which a new Password will be assigned to You. You agree to pay any Fees incurred under this Agreement as a result of any wrongful use of Your Password by a third party, provided such use was not the result of any improper action by Provider. Unauthorized and/or improper use of Your Password may lead to immediate termination of this Agreement by Provider.
- In exchange for the license granted in this Agreement, You hereby agree to pay the following fees to Provider (the “Fees”):
(if line is blank, the Fees shall be as invoiced to You by Provider).
- Unless otherwise agreed to in writing by Provider, all Fees are due in advance of You accessing or using the Website or the Content. Provider is not obligated to extend any credit to You and reserves the right, in Provider’s sole discretion, to revoke any credit extended. Any Fees due to Provider by You which are not paid within fifteen (15) days after You receive an invoice for such Fees, shall accrue interest at one and one-half percent (1?%) per month, or such lesser amount required by law, assessed from the date which is fifteen (15) days after the receipt of invoice through the date of payment.
- In addition to the Fees, You shall pay all sales and other taxes, federal, state or otherwise, however designated, but excluding taxes on Provider’s income or taxes relating to the employment of Provider’s employees, which are levied or imposed by reason of the transactions contemplated hereunder.
- Provider has the right, but not the obligation, to suspend any Password allocated to You if the Fees are not timely paid in full. In the event that the Fees remain unpaid for thirty days or more, Provider shall have the right to immediately terminate this Agreement.
- Title and full ownership rights in and to the Website and the Content licensed under this Agreement, and all intellectual property rights therein including patent, copyright, trademark and trade secret rights in the Website and Content, shall remain with Provider or, where applicable, its third party providers.
- Notwithstanding the foregoing, (i) You shall have the right to retain and Use any and all reports, presentations, publications and other materials created during the term of this Agreement that contain any part of the Content, and (ii) You shall have the right to retain and Use copies of Content obtained during the term of this Agreement to the extent such copies are incorporated into Your systems, applications, software or data.
5) TERM; TERMINATION
- Term. This Agreement shall commence on the Effective Date, and shall continue for an initial term of no shorter than one (1) year unless sooner terminated as provided below (the “Initial Term”). Unless this Agreement is sooner terminated as provided below, then at the end of the Initial Term this Agreement shall automatically renew for one (1) additional year, and thereafter for consecutive one (1) year terms, unless sooner terminated as provided below.
- Termination for Cause. A party (a “terminating party”) may terminate this Agreement immediately in the event that the non-terminating party commits a material breach of this Agreement, and such breach remains uncured for thirty (30) days or more after the non-terminating party is notified in writing of the breach. In the event that Provider terminates this Agreement for cause, all Fees paid to Provider shall be non-refundable.
- Termination without Cause. Either party may terminate this Agreement at the end of then then-current term by notifying the other party of its intention to terminate this Agreement at least sixty (60) days prior to the end of the then-current term.
6) NO ADVICE
The Website provides certain information about particular persons, which information is derived from numerous public sources located throughout the world. You understand and acknowledge that Provider does not editorialize the Content, or warrant or guarantee that the sources for the Content are accurate or error-free, or that inaccuracies or errors in the Content will be discovered or remedied. The Content is not intended to constitute, and does not constitute, compliance or due diligence advice, and does not provide particular compliance or due diligence advice with regard to any person or entity listed in the Content. All assumptions, inferences or conclusions that You derive or deduce from the Content are Your work product, and are not endorsed or supported by World Compliance. The accuracy, completeness, adequacy or currency of the Content is not warranted or guaranteed. All Content is provided “as is” and, except as otherwise provided by this Agreement, Your use of the Website or Content is at your own risk. You agree that the categories under which the Content is grouped at the Website are intended to provide points of reference only, and are not intended to imply or acknowledge that particular persons are, in fact, properly labeled as such.
7) DIGITAL MILLENNIUM COPYRIGHT ACT
For the purposes of any enforcement of rights arising under this Agreement, Provider shall be deemed to be an Internet Service Provider (“ISP”) as that term is defined in the Digital Millennium Copyright Act (“DMCA”) for all claims arising thereunder, and shall also be deemed to be an interactive computer service as that term is used in the Communications Decency Act. You shall give notice and comply with the notification procedures of the DMCA, and hereby agree that Provider will have and shall fully benefit from the safe harbor provisions set forth in the DMCA regarding ISPs, the liability limitations, Good Samaritan and other provisions pertaining to interactive computer services set forth in 47 U.S.C. § 230 (c) et seq., and all similar notice and other provisions limiting or otherwise insulating the liability of ISPs and interactive computer services pursuant to the statutory or case law of the United States, any state or territory thereof, or any jurisdiction in which You elect to bring any claim against Provider. Provider has registered an agent with the United States Copyright Office in accordance with the terms of the DMCA. Provider reserves the right to remove any Content that allegedly infringes another party’s copyright. Provider may terminate, in appropriate circumstances, the accounts, licenses and/or access privileges of any user who repeatedly infringes another party’s copyright. Notices to Provider regarding any alleged copyright infringement should be directed to the World Compliance General Office at 123 SE 3rd Avenue, #495, Miami, Florida 33131 Attn.: info@WorldCompliance.com.
8) WARRANTIES; LIMITATIONS
- Provider warrants and represents that (i) all representations made by it in this Agreement are true and accurate to the best of Provider’s knowledge, (ii) Provider has the authority to grant the license described in this Agreement. Provider further warrants and represents that the Content licensed under this Agreement shall be available and accessible through the Website on a 24x7x365 basis, except for (i) scheduled downtime which will not exceed seven (7) hours per month, and (ii) downtime caused by a Force Majeure.
- EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE WEBSITE AND CONTENT ARE PROVIDED TO YOU “AS IS”, AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM OR ARISING FROM THE USE OF THE WEBSITE AND THE CONTENT INCLUDING (i) ANY ERRORS IN OR OMISSIONS FROM THE WEBSITE OR THE CONTENT, INCLUDING BUT NOT LIMITED TO TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS, AND INCOMPLETE DATA (ii) ANY THIRD PARTY WEBSITES OR INFORMATION OR DATA ACCESSED THROUGH LINKS IN PROVIDER’S WEBSITE, (iii) THE UNAVAILABILITY OF THE PROVIDER’S WEBSITE OR ANY PORTION THEREOF, (iv) YOUR USE OF THE PROVIDER’S WEBSITE, AND/OR (v) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE PROVIDER’S WEBSITE.
- IN NO EVENT SHALL PRIOVDER BE LIABLE FOR (i) INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES; OR (ii) LOSS OF OR DAMAGE TO DATA FROM ANY CAUSE BEYOND PROVIDER’S WILLFUL ACTS, INCLUDING WITHOUT LIMITATION LOSS OF USE, REVENUES, PROFITS OR SAVINGS.
- Special Disclaimer for Content. As described elsewhere in this Agreement, you understand and agree that the Content is derived from public sources which, themselves, may contain inaccurate or erroneous information. Further, you understand and agree that Provider does not warrant or guarantee that it has included all relevant portions of any public source or information that comprises the Content, and that portions of the Content may be taken out of the context in which they were originally reported. You agree that Provider shall not be responsible for, and assumes no liability for, any infringement, mistakes, assumptions, misstatements of law, defamation, slander, libel, omissions, falsehood, obscenity, pornography or profanity in the Content, and You shall hold Provider harmless for the publication or re-publication of such Content.
- You agree to indemnify, defend and hold harmless Provider and Provider’s officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Website, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any claim or action by a third party arising from or related to Your Use of the Website or Content, or misuse of the Website or Content.
- Provider shall indemnify and defend You from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) resulting, directly or indirectly, from any claim or action by a third party arising out of or related to (a) any actual or alleged infringement of any intellectual property right (including without limitation, trademarks, service marks, patents, copyrights, misappropriation of trade secrets or any similar property rights) based upon the Content, provided You had no knowledge of the potential of such claim(s) prior to Your Use of the Content, and/or (b) any violation of any Privacy Law by Provider.
- The indemnifying party in this Section 9(a) shall control the defense of any indemnified claim, provided that any settlement intended to bind the indemnified party may not be entered into without the indemnified party’s prior written consent which shall not be unreasonably withheld by the indemnified party, and the indemnified party shall be permitted to participate in the defense of the claim with counsel of its own choosing at the indemnified party’s own expense.
- Unlawful Activity. Provider reserves the right to investigate complaints or reported violations of this Agreement and to take any action Provider reasonably deems appropriate in response to such violations, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to address such violations to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information. Provider reserves the right to seek all remedies available at law and in equity for violations of this Agreement, including but not limited to the right to block access from a particular Internet address to the Website.
- Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving any effect to any choice of law or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. The sole and exclusive venue for all actions and claims arising from or related to this Agreement shall be Miami-Dade County, Florida, and each party hereby consents and submits to the personal jurisdiction of the courts in that venue.
- No Waiver. Failure or delay by either party in exercising any right or remedy will not constitute a waiver under this Agreement.
- Force Majeure. Neither party shall be deemed to be in default of or to have breached any provision of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented as a result of any act of God, act of civil or military authorities, civil disturbance, war (declared or undeclared), strike or other labor dispute, fire, natural disaster, transportation contingency, other catastrophe, or any other occurrence that is beyond the party’s reasonable control. The party prevented from performance by a Force Majeure event shall give the other party written notice of the Force Majeure event promptly upon discovery thereof, and shall use best efforts to recommence performance of the affected obligations or provide an acceptable alternative.
- Publicity. Provider shall not disclose Your identity as a customer or prospective customer of Provider, Your usage of or at the Website, or the existence or nature of the relationship contemplated by this Agreement. Notwithstanding the foregoing, Provider may disclose the existence of this Agreement as well as Your customer information (i) if required to do so by law, or (ii) as necessary to protect the security or integrity of the Website, or (iii) as necessary to Provider’s attorney’s, accountants, or auditors who are performing services for Provider, need to know such information, and have agreed, either in writing or by action of law, to keep such information confidential. It is understood and agreed that Provider does not keep any logs of Your activities (e.g., search requests, search results, etc.) at the Website and, therefore, activity logs shall never be the type of information provided to any of Provider’s attorneys, accountants or auditors for any reason.
- Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be effective (i) when delivered personally to the addressee, (ii) upon receipt after being sent by commercial overnight carrier service with tracking capabilities, or (iii) five (5) days following mailing by U.S. certified mail. Notices to You may be sent to the most recent address that You provided to Provider. Further, You agree that notice to You may be sent electronically to any email address You have provided to Provider. Notices to Provider shall be sent to: World Compliance, 123 SE 3rd Ave # 495, Miami, Florida 33131, with a copy to William Clayton Esq., Greenberg Traurig LLP, 401 East Las Olas Boulevard, Suite 2000, Fort Lauderdale, FL 33301 USA. Either party may designate a different address by notice given in accordance herewith.