Effective Date: 26 May 2020
If the Customer enters into a written agreement with eCompliance regarding the Services, these Terms shall prevail, unless otherwise provided in the written agreement executed by both parties.
1. THE SERVICES
1.1 eCompliance provides the platform on which Customers may request services and products in relation to corporate and personal identity verification, document review as well as professional services to be provided by service providers (the "Services"). For the avoidance of doubt, the Services are provided by third party sub-processors. eCompliance hosts and operates the Website, on which the Services can be accessed, requested and received from service providers.
1.2 eCompliance reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Website without notice. eCompliance will not be liable to you or to any third party for any modification, suspension, or discontinuance of all or any portion of the Website.
2. YOUR LICENSE
2.1 Subject to your compliance with these Terms, eCompliance hereby grants you a limited, personal, non-exclusive, non-sublicensable and non-transferable license to access the Website and use the Services only for your internal business and personal purposes. Except for the foregoing license, you have no other rights in the Services, Website or any data and you may not sublicense, sell, resell, modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Website, Services or data in any manner. If you breach any of these Terms, the above license will terminate automatically and you may held liable for such violation in accordance with the applicable laws and regulations.
2.2 If you require a commercial license for the use of the Website and Services, you should contact eCompliance and enter into a written agreement with eCompliance.
2.3 Except for your pre-existing rights and the license granted to you, we and our licensors retain all rights, titles and interests in and to the Website and Services, all related intellectual property rights, including trademarks (whether registered or pending), patents, domain and business names. The Website and Services are protected by applicable intellectual property laws.
2.4 Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of the Website or Services or its technological features or measures; (ii) rent, lease or sublicense access to any of the Website or Services; (iii) circumvent or disable any security or technological features or measures of the Website or Services; or (iv) use our intellectual property rights without our express prior written authorization.
3. NO SOLICITATION OR ADVICE
3.1 eCompliance does not provide any financial, commercial or legal advice or act in any way as a intermediary, agent, asset manager or an investment advisor. The Website, Services and any information received as a result of the Services should not be construed as a solicitation to offer, buy, sell or enter into a transaction with any third party.
4.1 The Website and Services can be used by individuals and legal entities (the "Customer") subject to eligibility requirements:
3.1.1 To be eligible, you must be at least eighteen (18) years old and be able to form legally binding contracts.
3.1.2 If you order our Services on behalf of a legal entity, you represent and warrant that: (a) the legal entity that you act on behalf of is a legal entity duly organized and is validly existing under the applicable laws of its jurisdiction; and (b) you have all necessary approvals and permissions to act on behalf of such legal entity and enter into transactions on behalf of such legal entity.
5. USE OF THE WEBSITE AND SERVICES
5.1 You may use the Website and Services in the manner permitted by these Terms as well as applicable laws and regulations. Use of the Website and Services for any purpose not expressly permitted in these Terms is prohibited. You must not:
5.1.1 use the Website, Services or its contents for any non-authorized purpose;
4.1.2 use the Website and its contents in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity, make any speculative, false or fraudulent reservation;
4.1.3 use the Website in any way or take any action that causes, or may cause, damage to eCompliance or impairment of the performance, availability or accessibility of the Website;
4.1.4 use the Website to transmit or in any other way distribute any illegal, harmful, slanderous, unethical, social discriminative content or content that violates any intellectual property rights;
4.1.5 violate third party rights, including without limitation, service providers, agents, partners of eCompliance, and/or cause harm in any way;
4.1.6 use our Website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
4.1.7 deep—link to any portion of this Website, "frame", "mirror" or otherwise incorporate any part of this Website into any other website for any purpose without our express written permission;
4.1.8 otherwise violate these Terms as well as any applicable laws and international treaties.
7. NO WARRANTY
7.1 eCompliance uses commercially reasonable efforts so that the Customer can access the Website and enjoy the use of the Services. However, eCompliance does not make any warranties or representation as to the accuracy or completeness of the Website and Services or the operation of the Website or the Services. eCompliance does not warrant or make any representations regarding suitability, availability, accuracy, reliability, completeness, or timeliness of any material of any kind contained within the Website or Services. We cannot ensure that the Services and other information provided on the Website are accurate, correct, reliable, exhaustive or complete on every subject.
7.2 Therefore, eCompliance disclaims to the fullest extent authorized by law all warranties, whether express or implied, including any implied warranties of title, non-infringement, integration, merchantability or fitness for a particular purpose.
7.3 eCompliance is entitled to change any and all content contained in the Website or Services, to change, suspend or discontinue the Website or Services, in whole or in part, at any time without any notification.
7.4 You hereby acknowledge, consent and agree that the Website and the Services, including software, products, information, text and related graphics contained therein, are provided on "as is" basis.
8. LIMITATION OF LIABILITY
8.1 Under no circumstances shall eCompliance or its affiliates, officers, agents, employees, partners, service providers, suppliers, distributors, licensors or others involved in creating, sponsoring, promoting or otherwise making available the Website, Services and data, be liable to any person or entity whatsoever, for any direct, special, indirect or consequential damages, or any other damages of any kind, including, but not limited to, for loss of profits, loss of data, loss of use, whether in any action, contract, tort or otherwise, arising out of or in connection with the use or failure to use the Website or Services, including the content contained or accessed through the Website or Services.
9.1 The Customer agrees to indemnify and hold eCompliance and its affiliates, officers, agents, employees, partners, service providers, suppliers, distributors, licensors or others involved in creating, sponsoring, promoting or otherwise making available the Website, Services and data, harmless from any and all claims, damages, losses, action or liabilities, litigation costs and legal fees, arising from or related to the use of the Website, Services or violation of these Terms.
10. LINKED WEBSITES
10.1 This Website may contain links to third party web sites ("linked sites"). The linked sites are not under the control of eCompliance and we are not responsible for the content of any linked site. eCompliance makes no representations regarding the content or appropriateness of content on such sites. When you access a linked site from this Website, you leave this Website and you do so at your own risk. You are responsible for viewing and complying with the terms and conditions posted on the linked site.
11.1 eCompliance reserves the right to change these Terms. These changes are effective immediately upon posting, unless otherwise provided in the revised Terms. When changes come into effect, the revised Terms shall supersede the previous version of the Terms. You are responsible for regularly reviewing these Terms. Your continued use of the Website and/or Services represent your acceptance to the revised Terms.
12. GOVERNING LAW
12.1 The Terms shall be governed by and interpreted in accordance with the Cyprus law without regard to its conflict of law principles. The parties irrevocably consent to the exclusive jurisidiction of the state and federal courts located in Limassol, Cyprus for any disputes which may arise hereunder.
13.1 These Terms constitute the entire agreement between eCompliance and the Customer.
13.2 eCompliance reserves the right to assign its obligations and duties to any person or entity.
13.3 Any notice or other communication between the parties shall be in writing in the English language and sent to eCompliance's address contained in these Terms with the use of any mean allowing proof of receipt.