TERMS & CONDITIONS
Purchasing product(s) from Compliance Forge, LLC (“ComplianceForge”, “the Company”, “us”, “we” or “ours”) and the complianceforge.com website (the “Website” or “Site”) signifies and confirms the Purchaser’s (“you” or “your”) acceptance of these terms and conditions of use (“Terms & Conditions”, "Terms"). We may revise and update these Terms & Conditions from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Compliance Forge website thereafter. Your continued use of the Website following the posting of revised Terms & Conditions means that you accept and agree to the changes, as they are binding on you.
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THESE TERMS & CONDITIONS MAY REQUIRE THE USE OF ARBITRATION TO RESOLVE A PARTICULAR DISPUTE, RATHER THAN A JUDGE OR JURY TRIAL.
BY PLACING AN ORDER FOR PRODUCT(S) FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS. IF YOU ARE A THIRD-PARTY RESELLER, PURCHASING ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU AFFIRM THAT SUCH ORGANIZATION OR COMPANY IS AWARE OF AND AGREES TO COMPLY WITH THESE TERMS.
A VIOLATION OF THESE TERMS MAY RESULT IN CLAIMS BY THE COMPANY AGAINST YOU FOR COPYRIGHT INFRINGEMENT, BREACH OF CONTRACT OR OTHER LEGAL CLAIMS NECESSARY FOR THE COMPANY TO ENFORCE ITS RIGHTS.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS(S) or SERVICES FROM THIS WEBSITE IF YOU:
a. DO NOT AGREE TO THESE TERMS;
b. ARE NOT THE OLDER OF:
i. AT LEAST 18 YEARS OF AGE; OR
ii. LEGAL AGE TO FORM A BINDING CONTRACT WITH THE COMPANY; OR
c. ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, PRODUCTS OR SERVICES BY APPLICABLE LAW.
1. Accessing the Website and Account Security
2. Intellectual Property Rights in the Website
a. Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
b. You may store files that are automatically cached by your Web browser for display enhancement purposes.
TERMS OF SALE
All purchases of products through our Website or resulting from visits made by you to our Website, are governed by our Terms of Sale set forth below, which are hereby incorporated into these Terms & Conditions.
3. Purchaser Responsibility to Evaluate Risks
Purchaser acknowledges and agrees that:
a. No network, system, device, hardware, software, or component can be made fully secure;
b. Purchaser has the sole responsibility to evaluate the risks and benefits of the ComplianceForge products to Purchaser’s particular circumstances and requirements; and
c. ComplianceForge is not assuming any of the liabilities associated with Purchaser’s use of any ComplianceForge product.
4. Order Acceptance and Cancellation
You agree that your order is an offer to buy, under these Terms of Sale, all products listed in your order. All orders must be accepted by us or we will not be obligated to sell the products to you. We may choose not to accept orders at our sole discretion, even after we send you an automated confirmation email with your order number and details of the items you have ordered.
5. No Refunds, Cancellations & Exchanges
a. You acknowledge your obligation to pay for the product(s) ordered by placing an order;
b. Purchaser may cancel an order up to the point when the order is shipped (e.g., emailed or made available for download) to fulfill the order. Once the order is fulfilled, no cancellations will be honored; and
c. ComplianceForge does not offer refunds, cancellations or exchanges. Due to the nature of intellectual property, it is not possible to confirm that Purchaser deleted the ordered material, and that fact dictates the reason ComplianceForge does not offer refunds, cancellations or exchanges.
6. Prices and Payment Terms
a. All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for any product will be the price advertised on this Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order confirmation email. Price increases will only apply to orders placed after the time of the increase. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences; and
b. Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept approved credit cards and other payment methods for all purchases. For credit card purchases, you represent and warrant that:
i. The credit card information you supply to us is true, correct and complete;
ii. You are duly authorized to use such credit card for the purchase; and
iii. Charges incurred by you will be honored by your credit card company.
7. Restrictions on Use of the Products
Purchaser acknowledges and agrees that Purchaser may not:
a. Sell, rent, lease, sublicense or otherwise transfer or exploit any rights to any ComplianceForge product in any way or for any purpose;
b. Post any ComplianceForge product on any publicly-available website, bulletin board, newsgroup, or other similar mechanism or device;
c. Facilitate or otherwise aid other individuals or entities in violating these Terms & Conditions; and/or
d. Disclose any ComplianceForge product to a third-party without first obtaining a fully-executed Non-Disclosure Agreement (NDA) between you and the third-party that restricts the use, distribution or release of the disclosed material (e.g., sharing documentation with auditors or an evidence request as part of a third-party risk assessment).
8. Single Entity License and Intellectual Property Rights in the Products
Purchaser acknowledges and agrees that:
a. All uses on this Site of the terms “sell,” “sale,” “resell,” “resale,” “purchase,” “price,” and the like mean the purchase or sale of a license. Each product marketed on this Website (“the Licensed Product”) is made available solely for license, not sale, to you and other prospective customers under these Terms & Conditions;
b. Upon purchase of any Licensed Product on the Website, Purchaser receives a non-exclusive, perpetual, worldwide, non-transferable, non-sublicensable license for use of the product by a single legal entity (e.g., corporation, LLC, non-profit, partnership, sole proprietorship, government agency, major military command, etc.)(“License”); such License does not transfer any title or ownership rights for Intellectual Property in any ComplianceForge product. However, you may edit purchased products, as necessary, to meet your internal business requirements only so long as you are in compliance with the License. The Company may terminate the License without notice upon your breach of these Terms & Conditions, including any breach of the License. Upon termination of the License by the Company, all rights licensed under the License will revert immediately to the Company and/or its Licensor and within seven (7) days you shall inactivate and erase all digital copies of the Work and, at Licensor’s written request, you shall also return or destroy, any tangible copies of the Work;
c. The Company and/or its Licensor are and will remain the sole and exclusive owner and/or Licensee of all intellectual property rights in and to each product made available on this Site and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, trademarks and other intellectual property rights, subject only to the limited license granted under the product’s License. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products made available through this Site, or of any intellectual property rights relating to those products or services;
d. Purchaser will comply with all Terms & Conditions for any Product obtained through this Site, including, but not limited to, all confidentiality obligations and restrictions on resale, use, reverse engineering, copying, making, modifying, improving, sublicensing, and transfer of those licensed products and services;
e. Purchaser will not cause, induce or permit others’ noncompliance with these Terms and Conditions or the License granted thereunder; and
f. ComplianceForge products are considered Commercial Off The Shelf (COTS) products regarding Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS). There is no storage, transmission and/or processing of Federal Contract Information (FCI) and/or Controlled Unclassified Information (CUI) in the purchase of ComplianceForge Products.
9. Disclaimer of Warranties
WE MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS PURCHASED THROUGH THE SITE, INCLUDING ANY:
a. WARRANTY OF MERCHANTABILITY;
b. WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;
c. WARRANTY OF TITLE; OR
d. WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
e. ComplianceForge is providing products "as is" and "as available" without any representations, warranties, or covenants of any kind whatsoever regarding:
i. The effect or lack of effect of any ComplianceForge product on the operation or the security of any network, system, software, hardware, or any component of any of them, and
ii. The accuracy, utility, reliability, timeliness, or completeness of the product; or
iii. The responsibility to make or notify Purchaser of any corrections, updates, upgrades, or fixes.
10. Limitation of Liability
a. IN NO EVENT SHALL COMPLIANCEFORGE OR ANY OF ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS OR OTHER SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT, LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR THE PRODUCTS AND SERVICES SOLD THROUGH THE SITE.
GENERAL PROVISIONS APPLICABLE TO THESE TERMS & CONDITIONS
The Company tradename ComplianceForge, the word marks COMPLIANCE FORGE and COMPLIANCEFORGE, and the design mark [ComplianceForge logo,] and all related or confusingly similar names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms & Conditions or your use of the Website, including, but not limited to any use of the Website’s content, services, and products other than as expressly authorized in these Terms & Conditions, or your use of any information obtained from the Website.
13. Governing Law and Jurisdiction
All matters relating to the Website and these Terms & Conditions, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Wyoming without giving effect to any choice or conflict of law provision or rule.
Any legal suit, action, or proceeding arising out of, or related to, these Terms & Conditions or the Website shall be instituted exclusively in the United States federal and state courts of the State of Wyoming, in each case located in the County of Sheridan, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms & Conditions in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
At Company’s sole discretion, it may require You to submit any disputes arising from these Terms & Conditions or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration in Wyoming applying Wyoming law. In such event, the arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and Mediation Procedures ("Commercial Rules"). The arbitrator(s) will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.
You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 15 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
16. Waiver and Severability
No waiver by the Company of any term or condition set out in these Terms & Conditions shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms & Conditions shall not constitute a waiver of such right or provision.
If any provision of these Terms & Conditions is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms & Conditions will continue in full force and effect.
17. Force Majeure
The Company shall not be liable or responsible to You, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, pandemics, epidemics; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; and (h) shortage of adequate power or transportation facilities.
18. Entire Agreement
The Company’s Terms & Conditions, License, and Privacy Notice constitute the sole and entire agreement between you and the Company regarding the Website and the Products sold on the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website or the Products sold on the Website.
19. No Reliance on Other Representations.
You acknowledge and agree that no consideration, other than as provided for by these Terms, has been or will be paid or furnished and that You have freely and voluntarily purchased product without reliance on any representation of any third party.
20. Agreement Binding.
This Agreement shall be binding upon and inure to the benefit of the Company and its respective owners, shareholders, successors, affiliates, subsidiaries, officers, managers, members, directors, agents, heirs, successors, and assigns.
Terms & Conditions Last Updated Date: 2021-01-05