CAPTAIN COMPLIANCE CORPORATION

TERMS OF SERVICE

Last Updated: May 22, 2024.

Welcome to the Captain Compliance Corporation (“Captain Compliance”, “us” “we” or “our”) website. Please read these Terms of Service (the “Terms”) carefully because they govern your use of our website(s) including https://www.captaincompliance.com/ and any other websites that we may later own or operate (collectively, the “Sites”); our mobile and desktop applications (“Apps”), our application program interfaces (“APIs”), our software development kits (“SDKs”) and our collaboration tools and other products and services we may later own or operate (collectively, with the Sites, Apps, APIs, and SDKs, the “Services”).

ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “DISPUTE RESOLUTION” SECTION BELOW, THESE TERMS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION.

  1. Agreement to these Terms

By using the Services, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

  1. Changes to the Terms or Services

We may modify the Terms at any time, at our sole discretion. If we do so, we will let you know either by posting the modified Terms on the Site or through other communications. If you continue to use the Services after such a change, you are indicating that you agree to the modified Terms. We may also change or discontinue all or any part of the Services, at any time and without notice or liability, at our sole discretion.

  1. Service Terms

3.1. Who may use the Services. The Services are intended only for access and use by individuals at least eighteen (18) years old. By accessing or using any of the Services, you warrant and represent that you are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of Terms. If you are not at least eighteen (18) years old, you are prohibited from both the access and usage of Services.

3.2. Use Restrictions. Except as otherwise expressly authorized in these Terms, you will not, and will ensure your employees, agents, contractors, service providers, and other persons associated with your Captain Compliance account (“Authorized Users”) do not, and will not encourage or assist third parties to: (i) attempt to reverse engineer, decompile, decrypt, disassemble, or otherwise attempt to reduce to human-perceivable form, discover the source code, object code, or underlying structure, ideas, or algorithms of the Services; (ii) integrate your application or system with the Services through application programming interfaces (APIs) other than the documented API(s), if any, expressly made available and permitted by Captain Compliance for such use; (iii) use any robot, spider, or automated process to scrape, data mine, crawl, index, or extract any aspect of the Services or Captain Compliance data; (iv) cache Captain Compliance data; (v) take any action that may impose an unreasonable or disproportionately large load on Captain Compliance infrastructure, as determined by Captain Compliance; (vi) modify, copy, duplicate, frame, mirror, republish, download, display, transmit, translate, or create derivative works based on the Services; (vii) make the Services (or any derivative work thereof) available to, or use the Services (or any derivative work thereof) for the benefit of anyone other than your own; (viii) sell, resell, license, sublicense, distribute, transfer, assign, rent, lease, or otherwise commercially exploit any Captain Compliance Software (or any derivative work thereof) to any third-party, or include any Captain Compliance Software in a service bureau, time-sharing, or equivalent offering; (ix) publicly disseminate or disclose information from any source regarding the performance of the Services; (x) attempt to create a substitute or similar service through use of, or access to, the Services; (xi) use the Services to provide services to third parties which are not consistent with this License; (xii) damage, disable, interfere with, or circumvent any aspect of the Services; (xiii) test, penetrate, or scan the Services for security vulnerabilities or limitations; (xiv) circumvent any technical limitations implemented by Captain Compliance; or (xv) access, store, distribute or transmit any Virus, or any material that (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, color, religious belief, sexual orientation or disability; or (f) in a manner that is otherwise illegal or causes damage or injury to any person or property (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of open-sourced components included with the Services). “Virus” means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any Captain Compliance computer software, API, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any Captain Compliance program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the Services experience, including worms, trojan horses, viruses and other similar things or devices. Captain Compliance reserves the absolute right, without liability or prejudice to its other rights, to immediately disable your access to the Services and remove any material that breaches the provisions of this Section 3.2, upon any breach by you of this Section 3.2.

3.3. Authorized Users; Accounts. As part of the registration process, you will identify an administrative username and password for your Captain Compliance account. You represent and warrant that all registration information, including with respect to the list of domains owned or controlled by you for purposes of domain capture, you provide is truthful, accurate, and complete, and that you will maintain the accuracy of such information. You are responsible and liable for maintaining control over your account, including the confidentiality of your username and password, and are solely responsible and liable for all activities that occur on or through your account and all Authorized Users’ accounts, whether authorized by you or not.

3.4. Feedback; Use Rights. We welcome feedback, comments, and suggestions (“Feedback”). As we need to be able to freely work with your Feedback to improve the Services, you hereby irrevocably transfer and assign all right, title, and interest (including all intellectual property rights, such as copyrights or trade secrets) in and to the Feedback, including any and all “moral rights” that you might have in such Feedback, and you hereby forever waive and agree never to assert any and all “moral rights” you may have in the Feedback. Additionally, Captain Compliance will have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services, and related systems and technologies, and Captain Compliance will be free (during and after the term) to use such data and information to maintain, improve, and enhance any products or services.

3.5. Reservation of Rights. As between the parties, Captain Compliance owns all right, title, and interest in the Services, and you own all right, title, and interest in any application(s) and/or material(s) that are developed by you on the Services or uploaded to the Services by you (“Customer Materials”). Except as expressly set forth in these Terms, each party retains all right, title, and interest in and to its intellectual property rights. All rights not expressly granted are reserved, and no license, covenant, immunity, transfer, authorization, or other right will be implied, by reason of statute, estoppel, or otherwise, under these Terms. Content found on or through the Services are the property of Captain Compliance or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

3.6. Patent Assertion Entities. A “Patent Assertion Entity,” sometimes referred to as a ‘non-practicing entity’ or a ‘patent troll,’ is (a) any entity that derives or seeks to derive most of its revenue from the offensive assertion of patent rights, or (b) directly or indirectly controls, is controlled by, or is under common control with an entity described in (a). If you are a Patent Assertion Entity or are acting on behalf of, or for the benefit of a Patent Assertion Entity, you will not assert, or authorize, assist, encourage, or enable any third party to assert, any claim, or pursue any actions, suits, proceedings, or demands, against Captain Compliance or its affiliates that allege that the Services infringe, misappropriate, or otherwise violate any intellectual property rights (including patents). This section will survive any termination or expiration of these Terms.

3.7. Contests, Sweepstakes, and Promotions. Any contests, sweepstakes or other promotions (collectively, “Promotions”) made available through the Services may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms of Service, Promotion rules will apply.

  1. License to Services

Subject to the terms and conditions of these Terms, we hereby grant you a limited, non-transferable, non-exclusive, non-sublicensable license worldwide (with the exception of (i) jurisdictions that are embargoed or designated as supporting terrorist activities by the United States Government and (ii) jurisdictions whose laws do not permit engaging in business with Captain Compliance or use of the Services) for you to access and use the Services for your internal business purposes.

  1. Charges and Payment

5.1. Pricing. Certain Services are offered under different pricing plans, the limits and features of which are available at www.captaincompliance.com/pricing. Your rights and obligations with respect to certain Services will be based in part on the pricing plan you choose.

5.2. Payment Terms.

5.2.1. Subscriptions. When you purchase our Services (each such purchase, a “Subscription”), you expressly authorize us or our third-party payment processor to charge you for such Services.

5.2.2. You represent and warrant that you have the legal right to use all payment methods that you provide to us, and the information you provide to us is true, correct and complete.

5.2.3. All fees are stated and solely payable in U.S. Dollars (unless otherwise stated during the payment process), non-cancelable, non-refundable (except as otherwise expressly set forth in these Terms), and not subject to setoff.

5.2.4. In the event that you fail to pay the full amount owed to us, we may limit your access to the Services, in addition to any other rights or remedies we may have.

5.2.5. We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons. We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

5.3. Authorization for Recurring Payments.

5.3.1. All Subscription pricing plans involve recurring fees (each, along with any applicable taxes and other charges are a “Subscription Fee”). Depending on which options you choose, those fees may recur each month, quarter or year thereafter, at the then-current rate. Please note that our fees are subject to change, although we will notify you before we effect any change.

5.3.2. By agreeing to these Terms and purchasing a Subscription, you acknowledge that your Subscription has recurring payment features, and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Captain Compliance. We (or our third-party payment processor) will automatically charge you in accordance with the term of your Subscription (e.g., each month, quarter, or year), on the calendar day corresponding to the commencement of your Subscription using the payment information you have provided.

5.3.3. In the event your Subscription begins on a day not contained in a later month, your payment method will be charged on such other day as we deem appropriate. For example, if you started a monthly Subscription on January 31st, your next payment date is likely to be February 28th, and your payment method would be billed on that date. We may also periodically authorize your payment method in anticipation of applicable fees or related charges.

5.3.4. Your Subscription continues until canceled by you or we terminate your access to or use of the Services or the Subscription in accordance with these Terms.

5.4. Canceling Subscriptions.

5.4.1. You may cancel your Subscription at any time but please note that such cancellation will only be effective at the end of the then-current Subscription period. Unless required by law, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION.

5.4.2. To cancel, you can either (i) email us at [email protected] and follow any instructions, if any, we provide to you in response to your cancellation request, or (ii) for some kinds of Subscriptions, initiate a cancellation through your Captain Compliance account settings within the Services. You will be responsible for all Subscription Fees incurred for the then-current Subscription period. Canceling your Subscription will not terminate your Captain Compliance account. See Section 10 (Termination) below for information on terminating your Captain Compliance account.

5.5. Taxes. All fees do not include taxes, and you agree to: (a) pay all sales/use, gross receipts, value-added, GST, personal property, or other tax (including any interest and penalties) with respect to the transactions and payments under these Terms, other than taxes based on our income, employees, or real property; and (b) be responsible for any filing of any information or tax returns with respect thereto. If we were required to collect a tax and did not do so at the time of sale, we reserve the right to later charge you for the applicable tax.

5.6. Withholding. All payments made by you to us under these Terms exclude any deduction or withholding. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required by law, you will pay such additional amounts as are necessary so that the net amount received by us after such deduction or withholding will be equal to the full amount that we would have received if no deduction or withholding had been required. Each party will use commercially reasonable efforts to work with the other party to help obtain, reduce, or eliminate any necessary withholding, deduction, or royalty tax exemptions where applicable.

  1. Confidentiality

6.1. Confidential Information. We (the “Discloser”) have disclosed or may disclose proprietary or non-public business, technical, financial, or other information (“Confidential Information”) to you (the “Recipient”). Our Confidential Information expressly includes non-public information regarding features, functionality, and performance of the Services, including security related information.

6.2. Obligations. The Recipient will use the Discloser’s Confidential Information only for the purpose of evaluating whether or not to use (or continue to use) the Services. The Recipient will not disclose the Discloser’s Confidential Information to parties other than the Recipient’s employees, contractors, affiliates, agents, or professional advisors (“Representatives”) who need to know it and who have a legal obligation to keep it confidential. The Recipient will ensure that its Representatives are subject to no less restrictive confidentiality obligations than those herein. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information: (a) if directed by Discloser; or (b) to the extent required by applicable legal process, provided that the Recipient uses commercially reasonable efforts to (i) promptly notify the Discloser in advance, to the extent permitted by law, and (ii) comply with the Discloser’s reasonable requests regarding its efforts to oppose the disclosure. The obligations set forth herein will survive for so long as these Terms are in effect between the parties and for five years thereafter.

  1. Warranties and Disclaimers

7.1. In the event of any loss or corruption of any data associated with a Subscription, Captain Compliance will use commercially reasonable efforts to restore the lost or corrupted data from the latest relevant backup maintained by Captain Compliance. EXCEPT FOR THE FOREGOING, CAPTAIN COMPLIANCE WILL NOT BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION, ALTERATION, UNAUTHORIZED DISCLOSURE OR CORRUPTION OF ANY DATA.

7.2. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Services, and we make no guarantees around data retention or preservation. EXCEPT AS SET FORTH IN SECTION 7.1, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

7.3. NON-CAPTAIN COMPLIANCE RESOURCES. CAPTAIN COMPLIANCE DOES NOT WARRANT OR SUPPORT, AND WILL NOT HAVE ANY RESPONSIBILITY OR LIABILITY OF ANY KIND FOR, ANY OTHER APPLICATION(S) OR MATERIAL(S) THAT ARE DEVELOPED BY A PARTY OUTSIDE OF CAPTAIN COMPLIANCE’S ORGANIZATION, INCLUDING DESIGN FILES, PLUGINS, WIDGETS, COMPONENT LIBRARIES, AND CODE COMPONENTS (COLLECTIVELY, “NON-CAPTAIN COMPLIANCE RESOURCES”). NON-CAPTAIN COMPLIANCE RESOURCES ARE PROVIDED BY THIRD PARTIES, NOT CAPTAIN COMPLIANCE. ANY USE OF NON-CAPTAIN COMPLIANCE RESOURCES IS SOLELY BETWEEN YOU AND THE APPLICABLE THIRD-PARTY PROVIDER, AND CAPTAIN COMPLIANCE HAS NO RESPONSIBILITY OR LIABILITY FOR SUCH THIRD PARTY’S ACTIONS OR OMISSIONS.

  1. Indemnity

You will indemnify and hold harmless Captain Compliance and its officers, directors, employees, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services; (ii) your Customer Materials; or (iii) your violation of these Terms.

  1. Limitations of Liability

9.1. NEITHER CAPTAIN COMPLIANCE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES (“SUPPLIERS”) WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CAPTAIN COMPLIANCE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

9.2. IN NO EVENT WILL CAPTAIN COMPLIANCE OR SUPPLIERS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO CAPTAIN COMPLIANCE IN THE PRECEDING TWELVE MONTHS FOR THE SERVICES, OR IF YOU HAVE NOT HAD ANY SUCH PAYMENT OBLIGATIONS, ONE THOUSAND UNITED STATES DOLLARS ($1,000.00).

9.3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY CAPTAIN COMPLIANCE TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 9 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.

  1. Termination

10.1. We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice or liability to you, provided that if Captain Compliance freezes your account or cancels your Subscription and the termination is not due to your breach of these Terms, Captain Compliance will provide you a pro rata refund of pre-paid unused fees unless, in our reasonable estimation, we are not legally permitted to do so (in which case any refund rights are null and void).

10.2. You may cease use of the Services at any time. If you are paying for a Subscription, you may terminate your Subscription through the process in Section 5.4. You may also cancel your Captain Compliance account at any time by sending an email to [email protected].

10.3. Upon any termination, discontinuation, or cancellation of Services or your Captain Compliance account, the following provisions of these Terms will survive: Service Terms, Charges and Payment (to the extent you owe any fees at the time of termination); Confidentiality; provisions related to permissions to access Customer Materials (to the extent applicable); Warranties and Disclaimers; Indemnity; Limitations of Liability; Termination; and the Miscellaneous provisions under Section 11. Furthermore, we may remove or delete your Customer Materials within a reasonable period of time after the termination or cancellation of Services or your Captain Compliance account.

  1. Miscellaneous

11.1. Development Resources. Captain Compliance’s Developer Terms (available at captaincompliance.com/) apply to any use by you of Captain Compliance’s Application Programming Interfaces (APIs), Software Development Kits (SDKs), and related documentation.

11.2. Privacy Policy. Our Privacy Policy (https://www.captaincompliance.com/privacy/) governs how we collect, use and disclose information from the Services.

11.3. Costs of Collection. You will be responsible for all of Captain Compliance’s costs of collection in the event of any delinquent payment (including reasonable attorneys’ fees and costs).

11.4. Force Majeure. Captain Compliance will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, so long as it uses commercially reasonable efforts to avoid or remove those causes of non-performance.  If Captain Compliance believes in good faith that it is legally prohibited from providing you or your Authorized Users with the Services, we may freeze your account and/or cancel your subscription at Captain Compliance’s sole discretion.

11.5. Notices. Any notices or other communications provided by Captain Compliance under these Terms, including those regarding modifications to these Terms, will be given by Captain Compliance: (i) via e-mail; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

11.6. Severability. The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision hereof and it is the intent and agreement of the parties that these Terms will be deemed amended by modifying such provision to the extent necessary to render it valid, legal, and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is legal and enforceable and that achieves the same objective.

11.7. Assignment. These Terms (and your access to any of the Services) are not assignable or transferable by you without our prior written consent. Any purported assignment in violation of this section is null and void.

11.8. Service Providers. For the avoidance of doubt, Captain Compliance may engage third parties as service providers to the Services (such as Amazon Web Services).

11.9. No Partnership. No agency, partnership, joint venture, or employment is created as a result of these Terms, and neither party has any authority of any kind to bind the other party in any respect whatsoever.

11.10. Governing Law. These Terms will be governed by the laws of the State of Florida without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.

11.11. Dispute Resolution for Individuals.

You and we both agree to resolve disputes related to your use of the Services or these Terms (each, a “Claim”) in binding arbitration instead of court, except that either party may bring suit in court to enjoin the infringement or other misuse of intellectual property rights.

What is arbitration?

Arbitration does not involve a judge or jury. Instead, a neutral person (the “arbitrator”) hears each party’s side of the dispute and makes a decision that is finally binding on both parties. The arbitrator can award the same relief as a court could, including monetary damages. While court review of an arbitration award is limited, if a party fails to comply with the arbitrator’s decision, then the other party can have the arbitration decision enforced by a court.

Can a Claim be part of a class action or similar proceeding?

  1. YOU AGREE TO RESOLVE YOUR CLAIMS WITH US SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION. WE AGREE TO DO THE SAME, WHETHER OR NOT YOU OPT OUT OF ARBITRATION. ACCORDINGLY, UNLESS YOU OPT OUT OF ARBITRATION, YOU AND WE BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR MEMBER IN ANY CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION.

What rules apply in the arbitration?

The arbitration will be conducted under the American Arbitration Association (“AAA”) Consumer Arbitration Rules (the “AAA Rules”). The AAA Rules are available at www.adr.org or by calling 1-800-778-7879.

How will the arbitration be conducted? How much does it cost?

The arbitration will be conducted by the AAA or a comparable arbitration body in the event the AAA is unable to conduct the arbitration. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.

How do I start an arbitration proceeding?

To begin an arbitration proceeding against us, send a letter requesting arbitration and describing your Claim to [email protected], 730 NW 9th Street, Fort Lauderdale, FL 33322. If we request arbitration against you, we will give you notice at the email address or street address you provided.

INSTRUCTIONS FOR OPTING-OUT OF ARBITRATION

If you don’t want to agree to arbitrate your Claims as explained above, then you can opt-out of this arbitration agreement by notifying us of your decision in writing at [email protected], 730 NW 9th Street, Fort Lauderdale, FL 33322. You must opt-out within 30 days of the date you first agree to these Terms or any updated Terms.

DISPUTE RESOLUTION IN THE ABSENCE OF ARBITRATION

The sole jurisdiction and venue for any Claims that are not handled by arbitration will be the state and U.S. federal courts located in Broward County, Florida, and both parties consent to the jurisdiction of such courts. BY ENTERING INTO THESE TERMS, YOU AND CAPTAIN COMPLIANCE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY.

This Section 11.11 only applies to Claims between us and individuals, and is governed by The Federal Arbitration Act.

11.12. Dispute Resolution for Entities. If you are accessing and using the Services on behalf of a company or other legal entity, any claim, cause of action, or dispute between the company or other legal entity and Captain Compliance arising out of or relating to these Terms or the Services will be resolved exclusively accordingly to the process set forth in Section 11.11, except that, to the extent legally permitted, (1) each party will be responsible for their own filing, administrative, arbitrative and similar fees, (2) the losing party will pay the prevailing party for all costs and attorney’s fees and (3) the AAA Commercial Arbitration Rules will apply to any arbitration between us.

11.13. Limitation of Damages and Waiver of Class Proceedings. IN ANY ARBITRATION PROCEEDING ARISING OUT OF RELATED TO THESE TERMS, THE ARBITRATOR SHALL NOT BE AUTHORIZED TO AWARD INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES ARISING OUT OF ANY BREACH OF THIS AGREEMENT OR THE OBLIGATIONS OF A PARTY UNDER THIS AGREEMENT. YOU FURTHER IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO INITIATE REPRESENTATIVE ACTIONS, COLLECTIVE ACTIONS, AND/OR CLASS ACTIONS OR PARTICIPATE IN REPRESENTATIVE ACTIONS, COLLECTIVE ACTIONS, OR CLASS ACTIONS INITIATED BY OTHERS, ARISING HEREUNDER OR RELATING IN ANY WAY TO THESE TERMS. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON OR ENTITY’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION.

11.14. Interpretation. Whenever the words “including,” “include,” “includes” or “such as” are used herein, they will be deemed to be followed by the phrase “without limitation.”

11.15. Beta Features and Free Trials. Product features clearly identified as Alpha or Beta features as well as any features, products, or services provided on a free trial basis (collectively “Early Access Features”) made available by Captain Compliance are provided to you for testing and evaluation purposes only. Captain Compliance does not make any commitment to provide Alpha or Beta features in any future versions of the Services. Captain Compliance may immediately and without notice remove Alpha or Beta features for any reason without liability to you. Any features, products, or services provided on a free trial basis will be free of charge until the earlier of (a) the end of the evaluation period set forth by Captain Compliance, or (b) the start date of any purchased subscriptions you order for the feature, product, or service being evaluated under the trial, or (c) termination by Captain Compliance in its sole discretion. You are not obligated to use Early Access Features.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TERMS, ALL EARLY ACCESS FEATURES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND WITHOUT ANY PERFORMANCE OBLIGATIONS. ANY DATA CUSTOMER ENTERS INTO THE CAPTAIN COMPLIANCE PLATFORM DURING A FREE TRIAL MAY BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE CAPTAIN COMPLIANCE PLATFORM TRIALED, PURCHASES A SUBSCRIPTION TO THE CAPTAIN COMPLIANCE PLATFORM THAT IS AN UPGRADE TO THE SUBSCRIPTION TRIALED, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD.

11.16. Government Use. If you are a U.S. government or other U.S. governmental entity (or your use of the Services is for the U.S. government or another U.S. governmental entity), the following terms apply:

  1. Use By or For the U.S. Government. The Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights reserved under the copyright laws of the United States. If a U.S. Government agency or end user has a need for rights not conveyed under these Terms, it must negotiate with Captain Compliance to determine if there are acceptable terms for transferring such rights, and a mutually acceptable addendum to these Terms will be required in any applicable contract or agreement.
  2. Waived Terms. Any other terms inconsistent with federal or other applicable U.S. law are hereby waived to the limited extent they are inconsistent with federal law or other applicable law pertaining to another governmental entity.  If and to the extent any provision or term herein is so prohibited, such provision will be deemed modified only to the extent reasonably necessary to conform to applicable law but to give maximum effect to the provision or terms as written.

11.17. Communications. By creating an Account or accessing the Services, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing at [email protected].

11.18. Entire Terms. These Terms supersedes all other agreements between the parties relating to its subject matter. The parties expressly agree that any different or additional terms set forth in any purchase order or other similar documentation provided by you will not apply between the parties even if signed, acknowledged or accepted by Captain Compliance, unless Captain Compliance specifically references this clause and waives its rights.

11.19. Contact Us. Please send your feedback, comments, requests for technical support by email at [email protected].

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