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.