CMPLY, Inc. (variously referred to herein as “CMP.LY”, “us” and “we”) takes your privacy seriously. This privacy policy applies to (i) transactions, activities and data gathered on CMP.LY (the “Site”) and (ii) the technologies and services provided by CMP.LY and accessed on the Site (collectively, the “Services”). It applies not only to persons who purchase or otherwise avail themselves of the Services (“Users”), such as Users who rely on the Services to provide form or customized disclosures (“Disclosures”) to others, but also to anyone else who accesses the Site or any Disclosures (“Visitors”).

Please review this privacy policy periodically as we may revise it without notice. This privacy policy was last revised on February 16, 2012. Each time you use the Site, or access our Services (including Disclosures) or provide us with information, you are accepting the practices described in this privacy policy at that time.

If you only access Disclosures, and do not also access the Site, you are nevertheless bound by this privacy policy, as well as the Site’s terms of service.

Privacy Policy of Users

If you are a User who publishes a website, blog or other Internet or mobile accessible content (the “User Site”), you must ensure that the User Site’s privacy policy is consistent with this privacy policy. CMP.LY is not responsible for any claims asserted against you as a result of your failure to notify persons who access the User Site that their demographic data and, if provided, personally-identifiable information may be shared with CMP.LY and, as a result, is subject to this privacy policy. Subject to our compliance with this privacy policy, you agree to indemnify, defend and hold us harmless from any claims third parties assert against us asserting that their demographic data or personally-identifiable information was made accessible to us from your User Site and was thereafter improperly used or disclosed by us.

Your IP Address

Like most websites, each time you visit the Site or access Disclosures, we automatically collect your IP address and the web page from which you came. In order to administer and optimize the Site for you and to diagnose problems with our Site, we use your IP address to help identify you and to gather broad demographic information about you. We do not combine IP addresses with any personally identifying information.

Cookies

CMP.LY collects anonymous information through cookies. A cookie is a small piece of data containing a unique identification number that is sent to your browser from a Web server, and is stored on your computer’s hard drive. The unique ID number identifies your browser to CMP.LY’s computers whenever you visit. Cookies do not enable anyone to access personally identifiable information that you have not already given us. CMP.LY primarily uses cookies to connect members with account information stored on CMP.LY’s computers. This helps CMP.LY deliver better and more personalized service. CMP.LY may also use cookies to estimate CMP.LY’s audience size for advertisers; to identify the areas of the Site you visit; to hold session information; and to track User and Visitor preferences.

Cookies are part of the technology implemented by your browser. Most browsers are initially set up to accept cookies. You can reset your browser to either notify you when you have received a cookie, or to refuse them all together.

CMP.LY relies on cookies to preserve the CMP.LY identity you have created while logged on. If you set your browser to disable cookies, you may not be able to access certain areas on the Site.

You may occasionally get cookies from our advertisers as well. CMP.LY does not control these cookies and they are not subject to our Privacy Policy. Advertisers do not have access to the Site’s cookies.

Data We Collect From You

In order to operate the Site and to provide you with information about products or services that may be of interest to you, we may collect “personal information” (i.e. information that could be used to contact you directly (without using the Site) such as full name, postal address, phone number or email address) or “demographic information” (i.e. information that you submit, or that we collect, that is not personal information; this may include, but is not limited to, zip code, hometown, gender, username, age/birth date, browsing history information, searching history information, and registration history information. Please note that nowhere on the Site do we knowingly collect, keep or maintain personal information from children under the age of 18, as we require that all Users represent to us that they are at least 18 years old, and do not ordinarily collect personal information from Visitors. If you are the parent or guardian of a minor who you believe has provided us with personal information, you may ask us to remove that information from our archives by contacting us at privacy@cmp.ly.

How We Use Personal Information

We use your email address and your other personal information to help us efficiently operate the Site and to contact you in connection with your transactions and other activities on the Site (including, but not limited to, confirmation emails, or important news that could affect your relationship with the Site). These types of communications are known as “Operational Communications.” In some cases, Operational Communications may also contain commercial messages, such as banner ads and special offers.

To operate the Site, including processing your transactions and supporting your activities on the Site, we may share your personal information with our agents, representatives, contractors and service providers so they can provide us with support services such as email origination, receipt, customer relationship management services, and order fulfillment. We require these entities not to use your personal information for any other purpose.

By purchasing, or registering or making reservations for, products or services that may from time-to-time be offered or sponsored by third parties on the Site, or electing to receive communications (such as emails or material by mail) or electing to participate in contests, sweepstakes or other programs (such as discount or rewards programs), offered or sponsored by third parties on the Site, you consent to our providing your personal information to those third parties. Those third parties may use your personal information in accordance with their own privacy policies. You will need to contact those third parties to instruct them directly regarding your preferences for the use of your personal information by them. Additionally, you agree that we may use and disclose all such information so submitted to such third parties in the same manner in which we are entitled to use and disclose any other information you submit to us.

Any third party with whom we are allowed to share your personal information is authorized to use your personal information in accordance with our contractual arrangements with such third parties and in accordance with their own privacy policies, over which we have no control, and you agree that we are not responsible or liable for any of their actions or omissions. Those who contact you will need to be instructed directly by you regarding your preferences for the use of your personal information by them.

How We Use Demographic Data

We may review all demographic data. We may use public information to enable other Users and Visitors to search your profile and to communicate with you. We may use demographic information to tailor the Site and communications to your interests. We may also share demographic information with advertisers on an anonymous and aggregated basis (i.e., without telling the advertisers your identity). One of the reasons we may do this is to increase the likelihood that our advertisers’ goods and services will appeal to you as a User or Visitor. Our sharing of demographic information with advertisers is anonymous (i.e., we do not tell advertisers which particular Users or Visitors are members of which demographic groups), subject to the rest of this privacy policy. When you respond to an advertisement, however, we ask you to remember that if that ad is targeted to a demographic group and you decide to give the advertiser your personal information, then the advertiser may be able to identify you as being a member of that demographic group.

How to Edit Your Information

CMP.LY believes strongly in giving you the ability to access and edit your personal information. So that we can protect the integrity of sensitive data, there are certain pieces of information, such as your age, that you cannot alter yourself. For example, since children under 18 are not allowed to register as CMP.LY members, we need to take reasonable measures to preserve the accuracy of our members’ ages. Please contact us at support@cmp.ly to find out how to change information you cannot access through your Profile. You may notify us of any changes in your personal information, or request that such information no longer be used by us or our Users or Visitors by sending an e-mail to remove@cmp.ly; however, you acknowledge that we maintain data archives from which information you have provided to us in the past cannot be removed without extraordinary measures, and we do not have any obligation to remove such information so long as we cease using it or making it available to others upon your request. Please be aware, however, that if you ask us to cease using your personally identifiable information, you may no longer be able to receive certain updated information from us, or participate in various functions of the Service. We may share your personal information with our employees or agents to the extent necessary for them to carry out their job duties.

Information Retention

To preserve the integrity of our databases, standard procedure calls for us to retain information submitted by members for an indefinite length of time. CMP.LY understands your submissions as consent to store all your information in one place for this indefinite length of time, if we so wish. If required by law, as is the case to comply with the Children’s Online Privacy Protection Act (COPPA), we will nullify member information by erasing it from our database. We will also respond to written member requests to nullify account information. If you wish to make such a request, which requires that we verify your identity, or if you have any questions regarding this policy, contact CMP.LY at privacy@cmp.ly. Also, by using this Site, you do hereby represent and warrant that you understand and agree that all information submitted by you to CMP.LY becomes the property of CMP.LY and may be used in the sole discretion of CMP.LY in accordance with this Privacy Policy and the Terms of Service.

Choice/Opt-Out

Our Site provides Users and Visitors the opportunity to affirmatively opt-out of receiving communications from us and our partners at the point where we request information about the User or Visitor. This Site gives Users and Visitors the option to end our use of their information, and to cease receiving or otherwise having access to future communications or Services.

Your California Privacy Rights

A California privacy law that went into effect on January 1, 2005, the “Shine the Light” law, allows California residents to obtain a list of third parties to whom a business has disclosed personal information if it shares such information with third parties for their direct marketing purposes. However, if a business adopts and discloses in its privacy policy a policy of not disclosing customers’ personal information to third parties for their direct marketing purposes unless the customer first affirmatively agrees to the disclosure, the business may comply with the law by notifying the customer of his or her right to prevent disclosure of personal information and by providing a cost-free means to exercise that right.

As stated earlier in this Privacy Policy, personal information submitted at the time of registration or submission may be used for marketing and promotional purposes only with the particular User or Visitor’s permission. Whenever a User or Visitor agrees to allow us to collect personal information, we provide that person with an option to prevent such information from being shared for marketing and promotional purposes with third parties. Furthermore, you may exercise this cost-free option at any time by clicking on the link below:

Because the Service has a comprehensive privacy policy and provides you with details on how you may opt-in or opt-out of the use of your personal information by third parties for direct marketing purposes, we are not required to provide you with the third party list.

Special Cases in which we Share Personal Information

Your personal information may be passed on to a third party in the event of a transfer of ownership or assets, or a bankruptcy. We may also disclose personal information when we determine that such disclosure is necessary to comply with applicable law, to cooperate with law enforcement or to protect the interests or safety of the Site or other Users or Visitors. We also may disclose your personal information to our subsidiary and parent companies and businesses, and other affiliated legal entities and businesses with whom we are under common corporate control. Whenever personal information is disclosed under this paragraph, we may also disclose your demographic information along with it, on a non-anonymous basis. All of our parent, subsidiary and affiliated legal entities and businesses that receive your personal information or non-anonymous demographic information from us (except in the case of bankruptcy), will comply with the terms of this privacy policy with respect to their use and disclosure of such information.

Our Security Precautions

Your CMP.LY Profile is password-protected so that only you and authorized CMP.LY employees have access to your account information. In order to maintain this protection, do not give your password to anyone. If someone who represents to you they are CMP.LY staff asks for any personal account information, including password, check their URL. If it doesn’t say they are support@cmp.ly, they’re not. Also, if you share a computer, you should sign out of your CMP.LY account and close the browser window before someone else logs on. This will help protect your information entered on public terminals from disclosure to third parties.

CMP.LY makes every effort to ensure that your information is secure on its system. CMP.LY has staff dedicated to maintaining this Privacy Policy and other privacy initiatives, periodically reviewing Web security and making sure that every CMP.LY employee is aware of our security practices. Unfortunately, no data transmission over the Internet can be guaranteed to be 100% secure. As a result, CMP.LY cannot guarantee the security of any information you transmit to us, and you do so at your own risk. If you have any further questions on this issue, refer to the Site’s Terms of Use. CMP.LY expressly disclaims any liability that may arise should any other individuals obtain the information you submit to this Site.

The Site has security measures in place to protect against the loss, misuse and alteration of the information under our control. Your information may be transferred to and maintained on computer networks which may be located outside of the state, province, country or other governmental jurisdiction in which you reside, and the country or jurisdiction in which these computer networks are located may not have privacy laws as protective as the laws in your country or jurisdiction.

CMP.LY may contain links to other websites. We are of course not responsible for the privacy practices of other websites. We encourage our Users and Visitors to be aware when they leave our Site to read the privacy statements of each and every website that collects personally identifiable information. This Privacy Policy applies solely to information collected by CMP.LY.

Changes to This Privacy Policy

We reserve the right to modify the terms of this Privacy Policy at any time and your continued use of the Service will constitute your acceptance of those changes. If we make material changes to this policy, we will notify you here, by email, or by means of a notice on our home page.

Contact Information

Questions or comments regarding this Privacy Policy should be sent by e-mail to privacy@cmp.ly or by U.S. mail to CMPLY, Inc., 419 Park Avenue South, 2nd Floor, New York, NY, 10016, United States of America.

Terms of Use (TOU)

Effective as of April 26, 2013

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (“You”) AND CMPLY, INC. (“We” or “CMPLY”). YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF USE (this “TOU”) AS THEY GOVERN YOUR ACCESS TO AND USE OF THE WEBSITE FOUND AT WWW.CMP.LY AND ANY RELATED VIDEOS, MATERIALS, OR OTHER INFORMATION AVAILABLE THROUGH THE WEBSITE (COLLECTIVELY, THE “WEBSITE”). CMPLY IS WILLING TO LICENSE TO YOU THE RIGHT TO ACCESS AND USE THE WEBSITE ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS TOU.

TERMS AND CONDITIONS

1. LICENSE GRANT. This TOU provides You with a personal, revocable, limited, non-exclusive, non-transferable, and non-sublicenseable license to use the Website solely for your personal use and conditioned on your continued compliance with this TOU. You may print materials and information from the Website solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. Notwithstanding the foregoing, You may not (i) use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit the Website (or any part thereof) in any manner not expressly permitted by this TOU, (ii) reverse engineer, decompile, disassemble, translate, or create any derivative work of the Website (or any part thereof); (iii) access, link to, or use any source code from the Website (or any part thereof); or (iv) erase or remove any proprietary or intellectual property notice contained in or on the Website (or any part thereof or materials therefrom).

2. USER OBLIGATIONS. By accessing or using the Website, You also agree to be responsible for and to abide by all applicable local, state, national, and international laws, regulations, rules, and guidelines with respect to your use of the Website. In addition, You agree to assume all responsibility for compliance with this TOU and for your use, and the results of your use, of the Website.

3. PROPRIETARY RIGHTS. The contents of the Website, including all software, designs, text, graphics, images, photographs, illustrations, audio and video materials, artwork, databases, user interfaces, visual interfaces, sounds, artwork, computer code (including html code), products, information, and documentation, as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of the Website unless otherwise indicated, are owned, controlled, and licensed by CMPLY. Any rights granted hereby are expressly licensed. CMPLY does not grant any implied right to You or any other person and does not transfer or assign any ownership or intellectual property interest or title in or to the Website (or any part thereof) to You or anyone else. The Website is Copyright © 2009-2013 CMPLY, INC. and/or its licensors. CMPLY, CMPLY Plus Logo Design, CommandPost, CommandPost Plus Logo Design, and all other names, logos, and icons identifying CMPLY and its products and services are proprietary trademarks of CMPLY, and any use of such marks, including, without limitation, as domain names or account identifiers, without the express written permission of CMPLY is strictly prohibited. Other product and company names mentioned herein or on the Website may be the trademarks and/or service marks of their respective owners.

4. PRIVACY. Please see our Privacy Policy for information relating to the collection and use of information in connection with your use of the Website.

5. LINKS TO OTHER SITES. CMPLY may provide links, in its sole discretion, to other web sites or online social networks (or pages) for your convenience in locating or accessing related information, products, and services. These sites, networks, and pages have not necessarily been reviewed by CMPLY and are maintained by third parties over which CMPLY exercises no control. Accordingly, CMPLY expressly disclaims and shall not have any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites, networks, or pages. Moreover, these links do not imply an endorsement with respect to any third party, any website, network, or page, or the products or services provided by any third party.

6. FEEDBACK. CMPLY welcomes your feedback and suggestions about CMPLY’s products or services or with respect to how to improve the Website. But, by transmitting any feedback or suggestions and any related information, material, or other content (collectively, “feedback”) to CMPLY, You represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that You have all rights necessary to convey such feedback to CMPLY. In addition, any feedback received by CMPLY will be deemed to include from You a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for CMPLY to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in the information, material, or content related to such feedback, and You hereby waive any claim to the contrary.

7. WARRANTY DISCLAIMER. THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. CMPLY MAKES NO RPRESENTATIONS OR WARRANTIES ABOUT THE WEBSITE AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. CMPLY ALSO DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE IS WITH YOU.

8. LIMITATION OF LIABILITY. You acknowledge and agree that CMPLY shall not be liable or responsible for any claim, damage, or loss resulting from a cause beyond CMPLY's control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or other natural disasters, strikes or other labor problems, wars, or governmental restrictions. MOREOVER, YOU AGREE THAT IN NO EVENT SHALL CMPLY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, FOR LOST DATA, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF CMPLY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. WITHOUT LIMITATION OF THE FOREGOING, TOTAL LIABILITY OF CMPLY FOR ANY REASON WHATSOEVER RELATED TO USE OF THE WEBSITE, RESULTS FROM USE OF THE WEBSITE, OR FOR ANY CLAIMS RELATING TO THIS TOU SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00 USD).

9. ENFORCEMENT. CMPLY wishes to maintain the Website as a helpful resource for all of its users. As it relates to CMPLY, You therefore have no reasonable expectation of privacy while using the Website because CMPLY reserves the right to view, monitor, and/or record activity on the Website (in accordance with applicable law) and to comply with government or court appointed authorities when necessary. Actual or attempted unauthorized use of the Website may also result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. You shall therefore not, nor shall You permit any third party to, disable, circumvent, or otherwise avoid any security device, mechanism, protocol, or procedure established by CMPLY for use of or with the Website. Moreover, You also acknowledge that any breach, threatened or actual, of this TOU by You may cause irreparable injury to CMPLY and/or its licensors, such injury would not be quantifiable in monetary damages, and CMPLY and/or its licensors would not have an adequate remedy at law. You therefore agree that CMPLY and/or its licensors (or on their behalf) shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOU. Accordingly, You hereby waive any requirement that CMPLY or its licensors post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to CMPLY to enforce any provision of this TOU.

10. TERMINATION. CMPLY also reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraud, illegal activity, or actions or omissions that violate any term or condition of this TOU, to terminate this TOU with You (including any registered account) in order to protect its name, business, or goodwill and/or any other user. You acknowledge and agree that CMPLY shall have the sole right to determine in its reasonable discretion whether You are engaging in any unauthorized activity and/or violating any term or conditions of this TOU. CMPLY shall also not be responsible or liable for any damages or loss, such as loss of sales or profits, as a result of any termination of this TOU in accordance with this section. You may also terminate at any time by ceasing to use the Website. But, all applicable provisions of this TOU will survive termination, as outlined below. Any licenses from CMPLY and any right to use the Website shall immediately cease upon termination of this TOU. The provisions concerning feedback, CMPLY’s ownership rights, warranty disclaimer, limitation of liability, governing law, enforcement, termination, and the miscellaneous terms will survive the termination or expiration of this TOU for any reason.

11. GOVERNING LAW. This TOU has been made in and will be construed and enforced solely in accordance with the laws of the State of New York, U.S.A., as applied to agreements entered into and completely performed in the State of New York. The state or local courts in the State of New York will have exclusive jurisdiction and venue over all controversies in connection with this TOU, and You hereby consent to such exclusive and personal jurisdiction and venue. Any claim You might have against CMPLY relating to performance under this TOU must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. In addition, You agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this TOU and that each party has the right to seek attorneys’ fees in any proceeding. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this TOU and is hereby disclaimed.

12. SPECIFIC PROGRAMS; OTHER TERMS AND CONDITIONS. Additional notices, terms, and conditions, including, without limitation, CMPLY’s End User License Agreement and S.A.A.S. Agreement, and CMPLY’s Privacy Policy , may apply to the use of the CMPLY platform and online solution. You agree to abide by such other notices, terms, and conditions (as applicable). If there is a conflict with this Agreement, CMPLY’s obligations, if any, with respect to its services, programs, and/or products are governed solely by the terms, conditions, notices, and agreements pursuant to which they are provided, and nothing should be construed to alter such terms, conditions, notices, and agreements. Nevertheless, your end use of the Website shall be pursuant to this Agreement.

13. MISCELLANEOUS. The relationship between You and CMPLY is and shall be that of independent contractors and nothing in this TOU shall be construed or used to create or imply any relationship of partners, joint venturers, or employer and employee. You may not assign or otherwise transfer this TOU or the license granted hereunder or delegate any of your duties specified herein, in whole or in part, without CMPLY's prior written consent. Any attempt of assignment, delegation, or transfer in violation of this TOU shall be void, of no effect, and a material breach of this TOU. Notwithstanding the foregoing, CMPLY may assign this TOU in whole or in part. Moreover, CMPLY may delegate its rights and responsibilities or use contractors or agents to fulfill its obligations under this TOU. Failure by CMPLY to insist on strict performance of any of the terms and conditions of this TOU will not operate as a waiver of that or any subsequent default or failure of performance. In the event any provision of this TOU is found by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, You agree that unless it materially affects the entire intent and purpose of this TOU, the invalidity, voidness, or unenforceability shall affect neither the validity of this TOU nor the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision. Headings are for convenience only and have no legal or contractual effect. This TOU and CMPLY’s Privacy Policy , which is hereby incorporated by reference as if set forth fully herein, represent the entire agreement between You and CMPLY with respect to subject matter herein, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and CMPLY with respect to the Website. Please note that CMPLY reserves the right to change the terms and conditions of this TOU and by which the Website is extended to You by providing notice of such changes on this webpage or providing in writing or electronically a copy of such revised terms (or notice thereof). Your continued use of the Website following changes to our terms constitutes your acceptance of our amended terms. CMPLY also has the exclusive right to provide updates, upgrades, and/or changes to any aspect of the Website at any time. Your continued use of the Website following any such change to such Website will be deemed acceptance of any change to this TOU or the Website.

END USER LICENSE AGREEMENT (Effective as of April 26, 2013)

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (“You” or “User”) AND CMPLY, INC. (“CMPLY”). BEFORE INSTALLING, ACCESSING, OR USING ANY PART OF CMPLY’S ONLINE SOLUTION(S), YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) AS THEY GOVERN YOUR USE OF THE ONLINE SOLUTION(S) AND ITS AVAILABLE OR RELATED SOFTWARE, DATA, DATABASES, AND SYSTEM (THE “CMPLY PLATFORM”). CMPLY IS WILLING TO LICENSE THE USE OF THE CMPLY PLATFORM TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.

TERMS AND CONDITIONS

1. LICENSE GRANT. Conditioned on your continued compliance with the terms and conditions of this Agreement, this Agreement provides You with a revocable, limited, non-exclusive, and nontransferable license to use the CMPLY Platform only for your personal or internal business use and, as applicable, for any other purposes for which CMPLY has permitted in its S.a.a.S. customer contract with You or your employer. This license permits You to (i) use the CMPLY Platform on a single laptop, terminal, workstation, or computer; (ii) access the CMPLY Platform from the Internet or through an on-line network, (iii) load authorized aspects of the CMPLY Platform into your computer's temporary memory (RAM), and (iv) create printouts of output from the CMPLY Platform. Any rights granted hereby are licensed and not sold or otherwise transferred or assigned to You or any third party. If You are using the CMPLY Platform on behalf of a company or other form of legal entity, please note that such a company or entity must have a separate S.a.a.S. agreement with CMPLY regarding access and usage privileges for the CMPLY Platform. Nevertheless, your personal use of the CMPLY Platform will also be subject to the terms and conditions of this Agreement.

2. LICENSE GRANT ACKNOWLEDGEMENTS & RESTRICTIONS. This Agreement is for an online service using software. Accordingly, You will not receive a copy of the CMPLY Platform, will not be permitted any access to the programming or source code, and will not have the right to install the CMPLY Platform in or on any other system, network, device, or equipment. CMPLY reserves the right to change or modify the CMPLY Platform in its sole discretion. Moreover, except as provided above, You may not modify, alter, comingle, merge, translate, decompile, create derivative work(s) of, distribute, disassemble, reverse engineer, benchmark, broadcast, transmit, reproduce, attempt to examine the source code for, publish, license, sub-license, transfer, sell, resell, exploit, rent, timeshare, outsource, provide on a service bureau basis, lease, grant a security interest in, transfer any right(s) in, or otherwise use in any manner or for any purpose not expressly permitted herein the CMPLY Platform or any part thereof. In addition, You may not (i) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal You send to CMPLY on or through the CMPLY Platform; (ii) market, co-brand, private label, or otherwise permit third parties to access, distribute, or use the CMPLY Platform (or any part thereof) without CMPLY’s express, separate, and prior written permission; (iii) use the CMPLY Platform for purposes of credit, employment or other eligibility or entitlement; or (iv) use the CMPLY Platform in an unlawful manner, for unfair or deceptive purposes, or in a manner that could damage, disparage, or otherwise negatively impact CMPLY, such as by sending spam or unsolicited messages in violation of applicable laws, software viruses or other harmful programs or code, or infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material. In addition, You may not remove or alter any proprietary notice on the CMPLY Platform (or any materials therefrom). All rights not expressly granted to You herein are hereby reserved to CMPLY.

3. USER OBLIGATIONS. By installing, accessing, or using the CMPLY Platform in order to view any information and materials or submit information of any kind, You will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the CMPLY Platform, including, without limitation, when You provide information via a registration or submission form. By installing, accessing, and using the CMPLY Platform, You also agree to furnish to or allow CMPLY to collect in a timely manner such necessary information and reasonable cooperation required for use or implementation of the CMPLY Platform and to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the CMPLY Platform, including, without limitation, with respect to any and all activities You conduct using available data or under applicable privacy or information security laws, rules, regulations, and industry standards. In addition, You agree to assume all responsibility concerning your use of the CMPLY Platform, including being held responsible for any and all activity occurring through your username and password (and the related account access) and with respect to providing any support and meeting any requirements of your contracts with third parties. CMPLY assumes no responsibility or liability for any claims that may result directly or indirectly from the third party communications or interactions You establish. Failure by You to fulfill any responsibilities under this Agreement at all or in a timely manner for any reason shall entitle CMPLY to act as it deems prudent to mitigate such effects and CMPLY shall be excused from any obligations hereunder to the extent adversely impacted by such failure. Finally, You shall be solely responsible for the information or materials You submit to the CMPLY Platform, for providing the software, hardware, communication links, and connections necessary to access the CMPLY Platform and, unless otherwise agreed by CMPLY, for training yourself with respect to use of the CMPLY Platform. To the extent You request from CMPLY additional support, training, implementation, or other programming work relating to the CMPLY Platform, You must execute a separate agreement with CMPLY for such support, training, implementation, or programming work.

4. ACCESS POLICY. Use of the CMPLY Platform requires both a username and a password (to be provided by CMPLY) and adherence to particular access requirements as designated by CMPLY for the CMPLY Platform in accordance with this Agreement or any other related agreement with CMPLY. Only one person can use one password. Doing so insures that only You will be able to access your account through the CMPLY Platform. Anyone with knowledge of both your username and password can gain access to the restricted portions of the CMPLY Platform and to your account. Accordingly, by using the CMPLY Platform, You agree to keep your username and password confidential. You also agree not to use another User's username and password. You will immediately notify CMPLY if You become aware of any loss or theft of your password or any unauthorized use of your username and password (or related account). CMPLY cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. CMPLY reserves the right to delete or change a password at any time and for any reason and will provide You with notice of any changes.

5. SECURITY & ENFORCEMENT. You shall not, nor shall You permit any third party to, (i) disable, circumvent, or otherwise avoid any security device, mechanism, protocol, or procedure established by CMPLY for use of the CMPLY Platform; (ii) use any "deep link," "page scrape," "robot," "spider," or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the CMPLY Platform (or its data) or in any way reproduce or circumvent the navigational structure or presentation of the CMPLY Platform to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the CMPLY Platform; (iii) attempt to gain unauthorized access to any portion or feature of the CMPLY Platform, including, without limitation, the account of another User(s), any other systems or networks connected to the CMPLY Platform, any CMPLY server, or to any of the services offered on or through the CMPLY Platform by hacking, password "mining," or any other illegitimate or prohibited means; (iv) probe, scan, or test the vulnerability of the CMPLY Platform or any network connected to the CMPLY Platform; (v) reverse look-up, harvest, collect, trace, or seek to trace any information on any other User of the CMPLY Platform; or (vi) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the CMPLY Platform or CMPLY’s systems or networks connected to the CMPLY Platform. CMPLY agrees to make reasonable commercial efforts to safeguard the personally identifiable information provided by You from unauthorized access or use. Nevertheless, as it relates to CMPLY, You have no reasonable expectation of privacy while using the CMPLY Platform because CMPLY reserves the right to view, monitor, and/or record activity related to the CMPLY Platform (in accordance with applicable law). CMPLY also reserves the right at any time, and without notice, to modify, suspend, terminate, or interrupt operation of or access to the CMPLY Platform, or any portion thereof, in order to protect the CMPLY Platform or CMPLY’s rights or business. You will immediately notify CMPLY if You become aware of any unauthorized use of the CMPLY Platform. You also acknowledge that any breach, threatened or actual, of this Agreement will cause irreparable injury to CMPLY, such injury would not be quantifiable in monetary damages, and CMPLY would not have an adequate remedy at law. You therefore agree that CMPLY and/or it licensors shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Agreement. Accordingly, You hereby waive any requirement that CMPLY post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to CMPLY to enforce any provision of this Agreement.

6. DELIVERY OF DATA. You acknowledge and agree that CMPLY shall not be obligated to incorporate into or process through the CMPLY Platform any data whose technical requirements do not fit within any specified technical parameters. In connection with delivering and providing to CMPLY any data or content, You hereby grant to CMPLY a non-exclusive, worldwide, royalty-free, right and license to copy, distribute, create derivative works from, display, merge with other data, modify, reformat, transmit, and otherwise use any such data as necessary in connection with CMPLY’s operation, maintenance, and other business purposes of the CMPLY Platform or for reporting, management, and analytical purpose, including, without limitation, for creating or delivering notices or disclosures, confirming certain data points, creating and maintaining accounts, aggregating or merging data with data from other sources and creating databases, and using such data to create scores, provide data analytics, and market products and services to third parties, in any form, media, or technology now known or later developed.

7. CLIENT INFORMATION. You shall retain all right, title and interest in and to the particular notice, rule, or disclosure content provided by You or the particular files and data regarding your marketing or campaign programs (collectively, “Client Information”). Client Information, however, shall not be interpreted to include the scores, metrics, and related files created by CMPLY, the data generated anew by the CMPLY Platform (or use thereof) or submitted by other Users, data obtained from sources other than You, data merged or aggregated by CMPLY, or any publicly available data. CMPLY will maintain Client Information for only as long as necessary to fulfill a legitimate business need, or as required by law. Upon termination or expiration of this Agreement, CMPLY shall destroy or return any Client Information in the form of client logos, trademarks, or service marks. But, the foregoing responsibilities are not intended to limit CMPLY’s right to re-use or re-purpose in any manner any personally identifiable or other data obtained from sources other than You, even if the data relates to the same data subjects as data contained in the Client Information.

8. PROPRIETARY RIGHTS. This Agreement is for a non-exclusive arrangement and does not preclude CMPLY from making and entering into similar arrangements with others. CMPLY and/or its licensors, as applicable, retain all ownership right, title, and interest in and to all interfaces, programs, software, information, and documentation associated with the CMPLY Platform as well as any data or content compiled, collected, or associated with the CMPLY Platform or with the selection or arrangement thereof. CMPLY, CMPLY Plus Logo Design, CommandPost, CommandPost Plus Logo Design and all other names, logos, and icons identifying CMPLY and its products and services are proprietary trademarks of CMPLY and/or its licensors, as applicable, and any use of such marks without the express written permission of CMPLY is strictly prohibited. Except as expressly provided herein, CMPLY does not grant any express or implied right to You or any other person under any intellectual or proprietary rights. Accordingly, unauthorized use of the CMPLY Platform may violate intellectual property or other proprietary rights laws as well as other domestic and international laws, regulations, and statutes, including, but not limited to, United States copyright, trade secret, patent, and trademark law.

9. CONFIDENTIALITY. You acknowledge and agree that the CMPLY Platform contains proprietary trade secrets and confidential information of CMPLY and/or its licensors (the "Confidential Information"). You agree to secure and protect the confidentiality of the Confidential Information of CMPLY (and/or its licensors) in a manner consistent with the maintenance of CMPLY’s rights therein, using at least as great a degree of care as You use to maintain the confidentiality of your own confidential information of a similar nature, but in no event using less than reasonable efforts. You shall not, nor permit any third party to, sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Information to third parties, except as expressly authorized in this Agreement.

10. PRIVACY POLICY. Please review CMPLY’s Privacy Policy for a summary of CMPLY’s collection and use practices. But, You acknowledge and agree that any third party websites, pages, or networks shall be governed by the privacy policies provided by such third party owners or operators. You should review such policies as they are outside CMPLY’s control.

11. LINKS TO OTHER SITES. The CMPLY Platform may facilitate access to other sites or on-line social media networks or pages. These sites, networks, or pages have not necessarily been reviewed by CMPLY and are maintained by third parties over which CMPLY exercises no control. Accordingly, CMPLY expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third party Web sites, networks, or pages. Moreover, these links do not imply an endorsement with respect to any third party or any Web site or the products or services provided by any third party.

12. MOBILE SERVICES. The CMPLY Platform may include certain tools or services that are available to You via your mobile phone or other mobile device if You have subscribed to or agreed to receive them, including the ability to use your mobile device to receive and reply to messages from CMPLY and access certain other features (collectively, “Mobile Services”). Please note that your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, You are responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile devices, what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost You.

13. FEEDBACK. CMPLY welcomes your feedback and suggestions about CMPLY’s products or services or with respect to how to improve the CMPLY Platform. By transmitting any suggestions, information, material, or other content (collectively, “feedback”) to CMPLY, You represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that You have all rights necessary to convey such feedback to CMPLY. In addition, any feedback received through the CMPLY Platform will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for CMPLY to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such feedback, and You hereby waive any claim to the contrary.

14. REPRESENTATIONS AND WARRANTIES. You represent and warrant to CMPLY that (i) You are at least the legal age of majority, (ii) You are authorized to enter into this Agreement on behalf of yourself or your employer (in the event You access the CMPLY Platform and/or agree to this Agreement on behalf of such entity), and (ii) You are authorized and able to fulfill and perform the obligations and meet the conditions of a User as specified herein. With respect to the Client Information, You further represent and warrant that (a) You own or hold all sufficient rights in and to the Client Information as may be necessary to authorize the access and use thereof contemplated by this Agreement, including without limitation all necessary and valid consents from the individuals to whom the information relates; (b) the Client Information will not contain any social security numbers, payment card information, or medical records; and (c) the provision by You and the intended use by CMPLY of Client Information as authorized or pursuant to the rights granted in this Agreement will not violate any applicable laws or privacy policies or require the consent or authorization of any individual or other third party.

15. WARRANTY DISCLAIMER. CMPLY MAKES NO REPRESENTATIONS OR WARRANTIES TO YOU ON AN INDIVIDUAL BASIS ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, PROGRAMS, PRODUCTS, SERVICES, AND MATERIALS ASSOCIATED WITH OR AVAILABLE THROUGH THE CMPLY PLATFORM FOR ANY PURPOSE. UNLESS OTHERWISE AGREED, THE CMPLY PLATFORM AND ANY SUCH INFORMATION, SERVICES, PROGRAMS, PRODUCTS, AND MATERIALS ARE PROVIDED “AS IS” AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS WELL AS ANY WARRANTY RELATED TO THE use, or the results of the use, of the CMPLY PLATFORM or documentation associated therewith in terms of AVAILABILITY, accuracy, SECURITY, reliability, or otherwise. CMPLY DOES NOT WARRANT THAT THE CMPLY PLATFORM WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS. THE ENTIRE RISK AS TO THE AVAILABILITY, QUALITY, AND PERFORMANCE OF THE CMPLY PLATFORM IS WITH YOU.

16. LIMITATION OF LIABILITY. You expressly absolve and release CMPLY from any claim of harm resulting from a cause beyond CMPLY’s control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, or governmental restrictions. MOREOVER, YOU AGREE THAT IN NO EVENT SHALL CMPLY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE CMPLY PLATFORM BY YOU OR FOR ANY INFORMATION, PROGRAMS, PRODUCTS, SERVICES, AND MATERIALS AVAILABLE WITH OR THROUGH THE CMPLY PLATFORM, OR OTHERWISE ARISING OUT OF UTILIZATION OF THE CMPLY PLATFORM, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF CMPLY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. WITHOUT LIMITATION OF THE FOREGOING, TOTAL LIABILITY OF CMPLY FOR ANY REASON WHATSOEVER RELATED TO YOUR PERSONAL USE OF THE CMPLY PLATFORM OR ANY CLAIMS RELATING TO THIS AGREEMENT SHALL NOT EXCEED $1,000 (USD).

17. INDEMNITY. You agree to defend, indemnify, and hold harmless CMPLY and its employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from any breach by You of this Agreement.

18. GOVERNING LAW. This Agreement has been made in and will be construed and enforced solely in accordance with the laws of the State of New York, U.S.A., as applied to agreements entered into and completely performed in the State of New York. The state or local courts in the State of New York will have exclusive jurisdiction and venue over all controversies in connection with this Agreement, and You hereby consent to such exclusive and personal jurisdiction and venue. Any claim You might have against CMPLY arising out of performance under this Agreement must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. In addition, You agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement and that You and CMPLY each has the right to seek attorneys’ fees in any proceeding. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this Agreement and is hereby disclaimed.

19. TERM AND TERMINATION. This Agreement and your right to use the CMPLY Platform will take effect at the moment You click "I AGREE" or You install, access, or use the CMPLY Platform and is effective until terminated as set forth below. This Agreement will terminate automatically if You do not accept this Agreement or if You fail to comply with any of the terms and conditions described herein, including, without limitation, by providing any false, inaccurate, untrue, or incomplete information, by exceeding the scope of the license, or by failing to pay in a timely manner any applicable fees, charges, or costs. Termination or expiration of this Agreement will be effective without notice. You may also terminate at any time by ceasing to use the CMPLY Platform, but all applicable provisions of this Agreement will survive termination, as outlined below. Upon termination or expiration, You must return, destroy, or delete from your system all copies of the CMPLY Platform (and any associated materials and data) in your possession. The provisions concerning ownership of intellectual property, feedback, confidentiality, disclaimers of warranty, limitations of liability, termination, governing law, and the miscellaneous terms will survive the termination or expiration of this Agreement for any reason.

20. SPECIFIC PROGRAMS; OTHER TERMS AND CONDITIONS. Additional notices, terms, and conditions, including, without limitation, CMPLY’s S.A.A.S. Agreement, and the payment terms due and owing thereunder, and CMPLY’s Privacy Policy may apply to the use of the CMPLY Platform. You agree to abide by such other notices, terms, and conditions (as applicable). If there is a conflict with this Agreement, CMPLY’s obligations, if any, with respect to its services, programs, and/or products are governed solely by the terms, conditions, notices, and agreements pursuant to which they are provided, and nothing should be construed to alter such terms, conditions, notices, and agreements. Nevertheless, your end use of the CMPLY Platform shall be pursuant to this Agreement.

21. NOTICES. You agree that any notice required to be sent by You to CMPLY shall be sent to contact@cmp.ly . CMPLY will provide any notice hereunder to the address you provide to CMPLY as a part of registering to use the CMPLY Platform.

22. MISCELLANEOUS. You and CMPLY agree that this Agreement is for the benefit of You and CMPLY as well as CMPLY’s licensors with respect to enforcing rights in such licensors' data or software. Accordingly, this Agreement is personal to You, and You may not assign your rights or obligations to any other person or entity without CMPLY’s prior written consent. Failure by CMPLY to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver by CMPLY of that or any subsequent default or failure of performance. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. If any provision (or part thereof) contained in this Agreement is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein. You and CMPLY are independent contractors. No joint venture, partnership, employment, or agency relationship exists between You and CMPLY as result of this Agreement or your utilization of the CMPLY Platform, and You shall have no right to bind CMPLY without its prior written permission. Headings herein are for convenience only. This Agreement represents the entire agreement between You and CMPLY with respect to your personal use of the CMPLY Platform, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and CMPLY with respect to the CMPLY Platform. Other agreements and terms and conditions may apply to entity use of the CMPLY Platform and CMPLY’s S.a.a.S. Agreement (as applicable) and Privacy Policy is specifically incorporated by this reference. Unless otherwise agreed to by CMPLY, please note that CMPLY reserves the right to change the terms and conditions of this Agreement and under which the CMPLY Platform is extended to You by providing You in writing or electronically a copy of such revised terms and conditions (or notice thereof). Following such provision or notice, your continued use of the CMPLY Platform will be conclusively deemed acceptance of any change to this Agreement or the CMPLY Platform.