Subscription Services Agreement

This Subscription Agreement (“Agreement”), effective , is entered into by and between ComplyNet, LLC, an Ohio limited liability company (“ComplyNet”), and ____________________ and its affiliates (“Subscriber”). ComplyNet and Subscriber collectively be referred to herein as the “Parties” or a “Party.”

TERMS & CONDITIONS

ComplyNet hereby agrees to provide to Subscriber the services identified below, and Subscriber agrees to receive the services identified below, subject to the terms and conditions identified herein:

1. Services & Pricing: ComplyNet will provide Subscriber the services identified and selected by Subscriber in Exhibit A of this Agreement (the “Services”), and Subscriber will pay ComplyNet at the rates identified In Exhibit A. Monthly fees shall be fixed for the first 12 months, with automatic price increases limited to once per year at the rate of five percent (5%) per annum.
2. Start Date: ComplyNet will make the Services identified in Exhibit A available to Subscriber beginning on the Start Date identified in Exhibit A (“Start Date”), or as otherwise set forth in the Statement of Work, which is attached hereto as Exhibit B. Subscriber agrees to cooperate with ComplyNet, in accordance with Exhibit B, so that ComplyNet may provide the services identified in Exhibit A.

3. Term and Termination. The term of this Agreement is twelve (12) months beginning on the Start Date. Upon expiration of the Term, the Subscription Services Agreement will continue in full force until either party notifies the other party in writing of its intent to terminate the Subscription Services Agreement, in which case it shall terminate ninety (90) days from the date of notice.

4. Method of Payment: ComplyNet will invoice Subscriber in advance of the Start Date, with the first payment due on or before the Start Date. Fees for additional Services that are not identified on Exhibit A will be billed as they are ordered/needed. Invoices will be due on the invoice’s due date or within 30 days after receipt. For any invoices that are not paid within 30 days, ComplyNet may apply interest at the rate of 10% per annum.
5. Standard of Care: The Services will be performed for the exclusive benefit of Subscriber. The Services shall be conducted by ComplyNet consistent with that level of care and skill ordinarily exercised by consulting professions in the same locale acting under similar circumstances and conditions. EXCEPT AS SET FORTH HEREIN, COMPLYNET MAKES NO OTHER REPRESENTATION, GUARANTEE, OR WARRANTY, EXPRESS OR IMPLIED, IN FACT OR BY LAW, WHETHER OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR OTHERWISE, CONCERNING ANY OF THE SERVICES WHICH MAY BE FURNISHED BY COMPLYNET TO SUBSCRIBER. SPECIFICALLY, COMPLYNET CANNOT ASSURE SUBSCRIBER THAT SUBSCRIBER WILL BE IN COMPLIANCE WITH CERTAIN REGULATIONS BY SUBSCRIBING TO THE SERVICE(S).
6. Deliverables & Intellectual Property: All Deliverables, including, but not limited to, any and all reports, drawings, plans, designs, software-as-a-service, and specifications prepared by ComplyNet hereunder are solely the property and intellectual property of ComplyNet. Any use or reuse without specific written verification or adaptation by ComplyNet will be at Subscriber's sole risk, and without liability of ComplyNet, and Subscriber agrees to defend, indemnify, and hold ComplyNet harmless from any claim or liability, including attorney's fees, arising out of or resulting therefrom. Any software that ComplyNet supplies to Subscriber is via a revocable license to Subscriber that ComplyNet may revoke, within reason, at ComplyNet’s sole discretion, and Subscriber shall have no ownership or any other rights to any software supplied to Subscriber from ComplyNet. ComplyNet, at its sole option, may upgrade, modify, and substitute any software that Subscriber is granted a revocable license to use. ComplyNet represents and warrants that it owns the intellectual property rights or is licensed to use any intellectual property or software relating to the Services and any intellectual property or software utilized in delivering the Services. ComplyNet will indemnify and hold Subscriber and its agents, employees, managers, members, officers and directors harmless for, from and against all liabilities, losses and costs of defense for use that is authorized by ComplyNet (“Claims”), to the extent the Claims arise out of third-party intellectual property infringement. Except as expressly set forth herein, ComplyNet alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Services and any software utilized and shall be free to use for any purpose any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Merchants or any third party relating to the Services and/or the software. This Agreement is not a sale and does not convey to Subscriber any rights of ownership in or related to the Services or the software, or any intellectual property rights. Subscriber will not, and will not permit its employees, agents, or any third party to: copy, distribute, reproduce or use any the Services except as expressly permitted under this Agreement; reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Services; use the Services for timesharing or service bureau purposes or for any purpose other than its own use; or use the Services other than in accordance with this Agreement and in compliance with all applicable laws and regulations.
7. Limitation on the Scope of Services: Subscriber acknowledges that ComplyNet has not had any role in generating, treating, storing or disposing of hazardous or toxic substances, pollutants and contaminants or other waste materials ("Waste Materials") which may be present at Subscriber’s facilities. Any Waste Materials connected with the Services shall at no time become the property of ComplyNet. COMPLYNET DOES NOT PROVIDE WASTE TRANSPORTATION OR DISPOSAL SERVICES, INSURANCE SERVICES, ENGINEERING SERVICES, LEGAL SERVICES, OR INFORMATION TECHNOLOGY SERVICES. SUBSCRIBER SHALL CONSULT WITH OUTSIDE LEGAL COUNSEL SHOULD SUBSCRIBER HAVE LEGAL QUESTIONS OR CONCERNS.
8. Limitation of ComplyNet's Liability to Subscriber: Except for circumstances caused by (i) the willful misconduct of ComplyNet, all claims for damages asserted by Subscriber against ComplyNet, including claims against ComplyNet’s directors, officers, shareholders, employees, subcontractors and agents, are limited to the value of Services provided to Subscriber in the last 6 months, or five thousand dollars ($5,000.00), whichever is lesser. ComplyNet is not responsible for any special, incidental, indirect, or consequential damages (including loss of profits), incurred by Subscriber as a result of ComplyNet’s performance or nonperformance of the Services. Any claim shall be deemed waived unless made by Subscriber in writing and received by ComplyNet within one (1) year after completion of the Services.
9. Subscriber's Indemnification: SUBSCRIBER SHALL INDEMNIFY AND HOLD HARMLESS COMPLYNET, AND ITS MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AND AGENTS AGAINST ALL LOSSES OR CLAIMS, AND COSTS INCIDENTAL THERETO (INCLUDING COSTS OF DEFENSE, SETTLEMENT, AND REASONABLE ATTORNEY’S FEES) WHICH ANY OR ALL OF THEM MAY INCUR, RESULTING FROM BODILY INJURIES (OR DEATH) TO ANY PERSON, DAMAGE (INCLUDING LOSS OF USE), TO ANY PROPERTY, OR CONTAMINATION OF OR ADVERSE EFFECTS ON THE ENVIRONMENT, OR ANY VIOLATION OF ANY STATUTES, ORDINANCES, ORDERS, RULES, OR REGULATION, ARISING OUT OF OR WHICH ARE IN ANY WAY CONNECTED WITH (I) ANY RELEASE OR THREATENED RELEASE OF WASTE MATERIALS, OR ANY OTHER ACTIVITY RELATING TO WASTE MATERIALS, (II) THE NEGLIGENT ACTS OR OMISSIONS OF SUBSCRIBER, SUBSCRIBER’S EMPLOYEES, AGENTS, AND SUBCONTRACTORS, OR (III) SUBSCRIBER’S BREACH OF THIS AGREEMENT.
10. Required Disclosures by Subscriber: Subscriber shall provide ComplyNet all information which is known or readily accessible to Subscriber which may be reasonable and/or necessary for completion of the Services by ComplyNet. ComplyNet shall rely on Subscriber to provide accurate and timely information.
11. Force Majeure: Neither party shall be responsible for damages or delays caused by Force Majeure or other events beyond the control of the other party and which could not reasonably have been anticipated or prevented. For purposes of this Agreement, Force Majeure includes, but is not limited to, adverse weather conditions, floods, epidemics, war, riot, strikes, lockouts and other industrial disturbances, accidents, sabotage, fire, loss of or failure to obtain permits, unavailability of labor, materials, fuel or services; court orders; acts of God; acts, orders, laws or regulations of the Government of the United States or the several states, or any foreign country, or any governmental agency. Should Force Majeure occur, the parties shall mutually agree on the terms and conditions upon which the Service may be continued.