Master Subscription Agreement and Terms of Service

Last updated October 1, 2026

These terms govern access to and use of the ComplyMo service provided by Ankord Labs LLC, a Delaware limited liability company with its principal office at 8549 Wilshire Blvd #5173, Beverly Hills, CA 90211 ("Ankord Labs", "we", "us", "our"). By clicking to accept these terms, creating an account, purchasing a subscription, executing an Order that references these terms, or accessing or using the Service, the entity on whose behalf you act ("Customer", "you", "your") agrees to be bound by them. If you do not have authority to bind that entity, you must not accept these terms or use the Service.

1. Definitions

1.1 "Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where control means ownership of more than fifty percent (50%) of the voting interests.

1.2 "Agreement" means these terms, each Order, the DPA, and any documents expressly incorporated by reference.

1.3 "Authorized User" means an individual employee, contractor or agent of Customer or its Affiliates whom Customer permits to access the Service.

1.4 "Confidential Information" has the meaning given in Section 9.1.

1.5 "Customer Data" means all data, content and information submitted to, made available through, or generated through Customer’s use of the Service, including data relating to Customer’s Properties and individuals interacting with those Properties, but excluding Aggregated Data.

1.6 "Documentation" means the then-current user documentation for the Service made available by Ankord Labs.

1.7 "DPA" means the Ankord Labs Data Processing Addendum.

1.8 "Findings" means outputs generated by the Service, including automated observations, alerts, reports, scores, recommendations and other results.

1.9 "Order" means Customer's online selection or purchase of a Plan, or an ordering document accepted by Ankord Labs, specifying the subscription purchased, fees, billing interval, usage limits or Subscription Term.

1.10 "Plan" means a subscription tier offered for the Service, together with the features and usage limits displayed to Customer at the time of purchase or stated in an Order.

1.11 "Property" means a website, web application, document or other digital property that Customer configures for use with the Service.

1.12 "Service" means the ComplyMo software-as-a-service offering, including the Documentation and any updates made generally available.

1.13 "Subscription Term" means the monthly, annual or other subscription period selected by Customer at purchase or specified in an Order.

1.14 "Suggestions" means recommendations, proposed actions or other outputs generated by the Service for Customer’s evaluation.

2. The Service, and the limits of what it does

2.1 Description. The Service provides website tools and automated functionality designed to assist Customer with website accessibility-support, consent-management, and website-content review functions. Features may include automated analysis, visitor-selectable tools, notices, controls, reports and recommendations. The specific features available to Customer may change over time and are described in the Documentation and Customer’s configuration.

2.2 The Service is an aid and not a guarantee. Customer acknowledges and agrees that:

1. automated functionality is capable of identifying or addressing only a subset of potential issues, and many matters require human judgment, manual review, testing or professional advice;
2. no Finding, report, score, badge, percentage, status or other output of the Service establishes that Customer, any Property or Customer's practices comply with, conform to or satisfy any law, regulation, standard, guideline, technical criteria or other requirement, including, without limitation, the Americans with Disabilities Act, the Web Content Accessibility Guidelines, Section 508 of the Rehabilitation Act, applicable Canadian federal or provincial accessibility requirements, the European Accessibility Act or its implementing laws, EN 301 549, applicable United Kingdom accessibility requirements, or applicable privacy, cookie, consumer-protection or advertising requirements;
3. the absence of a Finding is not evidence that a Property is accessible, and any numerical score, grade, percentage or rating produced by the Service is a measure of the automated checks that the Service performed and is not a measure of compliance, conformance, accessibility or legal exposure;
4. the Service does not modify Customer’s underlying Property or relieve Customer of responsibility for evaluating, testing, implementing and maintaining its own content, controls and compliance practices;
5. any regulatory, legal or standards-related information made available through the Service is general informational content, may not be complete or current, and does not determine which requirements apply to Customer or any Property; and
6. Findings and Suggestions may be generated through automated or artificial-intelligence-assisted processes and may be incomplete or inaccurate. Customer shall independently evaluate and test each Suggestion before implementation.

2.3 No legal advice. Nothing produced by or through the Service, and no communication from Ankord Labs or its personnel, constitutes legal advice. Ankord Labs is not a law firm, is not engaged in the practice of law, and no attorney-client relationship arises between Ankord Labs and Customer. Customer should obtain advice from qualified legal counsel regarding its own obligations.

2.4 No protection from claims. Ankord Labs makes no representation, warranty or undertaking that use of the Service will prevent, deter, reduce, resolve, defend or provide any defense to any demand, claim, complaint, charge, investigation, enforcement action or proceeding, whether brought by a private party, a governmental or regulatory authority, or any other person or authority.

2.5 Updates. Ankord Labs may modify, enhance or discontinue features of the Service from time to time, provided that it shall not materially degrade the core functionality of the Service during a paid Subscription Term.

3. Customer's responsibility for its own compliance

3.1 Sole responsibility. Customer is solely responsible for its Properties, content, business practices, legal obligations, and use and configuration of the Service. Customer is responsible for determining whether and how to use any Service feature or output and for obtaining any notices, consents, permissions or authorizations required for its use of the Service.

3.2 Specific responsibilities. Without limiting Section 3.1, Customer is solely responsible for: the content, design, development and operation of its Properties; evaluating, testing, adapting and implementing any Suggestion; determining whether and how to use available Service features and outputs for its purposes; the accessibility, privacy and other outcomes experienced by users of its Properties; the accuracy of the information and Properties it configures for use with the Service; obtaining any notices, consents, permissions or authorizations required for its Properties and use of the Service; and the acts and omissions of its Authorized Users.

3.3 Restrictions on representations. Customer shall not represent to any third party that any Property is compliant, conformant, certified, accredited, validated or accessible on the basis of any output of the Service, and shall not state or imply that Ankord Labs or the Service has certified, approved, cleared, validated or accredited any Property.

3.4 Marks and badges. Customer shall not reproduce, display or distribute any Ankord Labs score, badge, seal, mark or report on any Property or in any material except in the exact form, and accompanied by the exact wording, that Ankord Labs supplies in writing for that purpose, and shall cease any such use promptly on Ankord Labs' written request.

4. Access and use

4.1 Grant. Subject to these terms, the applicable Order and payment of the fees, Ankord Labs grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service through its Authorized Users for Customer's business purposes, including services Customer provides for a client where Customer is authorized to configure the applicable Property for use with the Service, and in accordance with the Documentation.

4.2 Affiliates. Customer's Affiliates may use the Service where an Order or Plan so provides, and Customer is responsible for each such Affiliate's compliance with the Agreement.

4.3 Account security. Customer is responsible for maintaining the confidentiality of its account credentials, for all activity occurring under its account, and for notifying Ankord Labs promptly of any suspected unauthorized access.

4.4 Restrictions. Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, object code or underlying structure of the Service, except to the extent such restriction is prohibited by applicable law; (b) copy, modify or create derivative works of the Service; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish or otherwise commercially exploit the Service, or make it available to any third party other than Authorized Users; (d) use the Service to build, train or improve a competing product or service, or to benchmark it for publication without Ankord Labs' prior written consent; (e) circumvent or attempt to circumvent any usage limit, rate limit, security control or access restriction; (f) introduce any virus, worm, malicious code or harmful component into the Service; (g) interfere with or disrupt the integrity or performance of the Service; (h) use the Service in connection with any Property that Customer does not own or control without the authorization of the owner or operator of that Property; (i) use the Service in violation of applicable law or in a manner that infringes the rights of any third party; or (j) submit through any free-text or interactive feature any special-category or sensitive personal data, credentials, authentication tokens, secret keys or other confidential information that is not reasonably necessary for Customer's permitted use of the Service.

4.5 Authorization to use Service with Properties. Customer represents and warrants that, in respect of each Property it configures for use with the Service, it owns or controls that Property or has obtained documented authorization from the person who does. Ankord Labs may suspend use of the Service in connection with any Property on receipt of a bona fide objection from a person appearing to be its owner or operator, and shall notify Customer of that suspension.

4.6 Usage limits. Use of the Service is subject to the limits applicable to Customer's Plan or stated in an Order. Ankord Labs may apply reasonable technical measures to enforce those limits and will provide notice before applying a measure that materially restricts access, except where immediate action is reasonably necessary to protect the Service or enforce a limit already exceeded.

4.7 Beta features. Ankord Labs may make features designated as beta, preview or early access available. Such features are provided as-is, without warranty or support, may be modified or withdrawn at any time, and are excluded from Sections 10.2 and any service level commitments. Sections 10.3, 10.4 and 12 apply to beta features.

5. Customer Data and intellectual property

5.1 Ownership of Customer Data. As between the parties, Customer retains all right, title and interest in and to Customer Data. No rights are granted to Ankord Labs in respect of Customer Data other than as expressly set out in the Agreement.

5.2 License to Ankord Labs. Customer grants Ankord Labs a non-exclusive, worldwide, royalty-free license during the Subscription Term to host, copy, store, transmit, process, render, analyze and display Customer Data solely to the extent necessary to provide, secure, support and improve the Service, to comply with law and as otherwise permitted by the DPA. Any use to improve or develop the Service shall be limited to Aggregated Data meeting Section 5.6.

5.3 Ownership of the Service. Ankord Labs retains all right, title and interest in and to the Service, the Documentation, all software, models, rulesets, methodologies, and all improvements and derivative works, together with all intellectual property rights therein. No rights are granted to Customer other than the limited right of access in Section 4.1.

5.4 Findings. As between the parties, Customer may use Findings relating to Properties it owns, controls or is authorized to configure for use with the Service for its internal business purposes or to provide services to the applicable Property owner or operator, subject to Sections 3.3 and 3.4.

5.5 Feedback. If Customer provides suggestions, ideas or feedback regarding the Service, Ankord Labs may use them without restriction or obligation, and Customer grants Ankord Labs a perpetual, irrevocable, worldwide, royalty-free license to do so.

5.6 Aggregated data. “Aggregated Data” means data derived from use of the Service that has been aggregated and de-identified so that it does not identify, and is not reasonably capable of being associated with, Customer, any Authorized User or any individual. Ankord Labs may generate and use Aggregated Data for the purposes set out in the DPA.

5.7 Data protection. The Processing of Personal Data within Customer Data is governed by the DPA, which is incorporated into the Agreement by reference.

6. Fees, billing and taxes

6.1 Fees. Customer shall pay the fees displayed and accepted at the time of purchase or set out in an Order. Except as expressly provided in the Agreement or required by law, fees are non-refundable and payment obligations are non-cancellable. Cancellation does not entitle Customer to a refund for any partial month, year or other prepaid period, and Customer may continue to use the Service through the end of the paid Subscription Term.

6.2 Billing and payment. Customer must provide a valid payment method. Unless an Order provides otherwise, subscription fees are charged automatically in advance on a monthly or annual basis, according to the billing interval selected by Customer, and Customer authorizes Ankord Labs and its payment provider to charge the applicable fees, taxes and other amounts to that payment method. Where Ankord Labs agrees to invoice Customer, invoices are due within thirty (30) days after the invoice date and payable in United States dollars without set-off, deduction or counterclaim.

6.3 Failed or late payment. If an automatic charge fails, Ankord Labs may retry the payment method and notify Customer to update its billing information. Overdue invoiced amounts accrue interest at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by applicable law. Customer shall reimburse Ankord Labs' reasonable costs of collection, including reasonable legal fees.

6.4 Suspension for non-payment. Ankord Labs may suspend the Service if an automatic charge remains unpaid after reasonable notice and an opportunity to update the payment method, or if an undisputed invoiced amount remains unpaid ten (10) days after written notice. Suspension does not relieve Customer of its payment obligations.

6.5 Disputed amounts. Customer shall notify Ankord Labs promptly of any disputed charge or invoice and shall pay all undisputed amounts when due. The parties shall work in good faith to resolve the dispute, and Sections 6.3 and 6.4 do not apply to amounts disputed in good faith.

6.6 Fee increases. Ankord Labs may change subscription fees effective at the start of a renewal Subscription Term by giving Customer at least thirty (30) days' prior notice. Customer may cancel before the renewal if it does not agree to the revised fees.

6.7 Taxes. Fees are exclusive of all taxes, levies and duties. Customer is responsible for all such amounts other than taxes on Ankord Labs' net income. Where Customer is required to withhold any amount, it shall gross up the payment so that Ankord Labs receives the full invoiced sum.

7. Term, renewal and termination

7.1 Term of the Agreement. The Agreement commences when Customer first accepts these terms, creates an account, purchases a subscription or executes an Order, and continues until all Subscription Terms have expired or been terminated.

7.2 Trial; Subscription Term; automatic renewal. Each eligible Plan begins with a fourteen (14)-day trial. Unless Customer cancels before the trial ends, the first subscription charge will be made automatically when the trial ends. Each paid subscription continues for the monthly, annual or other Subscription Term selected at purchase and renews automatically for successive periods of the same length until cancelled. Customer may cancel or change its Plan through the customer portal at any time; cancellation takes effect at the end of the then-current paid Subscription Term, and no further renewal charge will be made.

7.3 Termination for cause. Either party may terminate the Agreement or an affected subscription on written notice if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days after written notice describing it.

7.4 Termination for insolvency. Either party may terminate immediately on written notice if the other becomes insolvent, makes an assignment for the benefit of creditors, has a receiver or administrator appointed, or becomes the subject of bankruptcy or winding-up proceedings not dismissed within sixty (60) days.

7.5 Suspension. Ankord Labs may suspend Customer's access to the Service, in whole or in part, immediately on notice where: Customer's use poses a security risk to the Service, to Ankord Labs or to a third party; Customer is in breach of Section 4.4 or Section 4.5; suspension is required by law or by a governmental authority; or fees are overdue in accordance with Section 6.4. Ankord Labs shall limit any suspension in scope and duration to what is reasonably necessary and shall restore access promptly once the cause is resolved.

7.6 Effect of termination. On expiry or termination: the rights granted in Section 4.1 terminate immediately; Customer shall cease all use of the Service; Customer shall pay all fees accrued to the effective date of termination; and Customer Data shall be handled in accordance with Section 9 of the DPA.

7.7 Refund on termination by Customer for cause. If Customer terminates under Section 7.3 or Section 7.4, Ankord Labs shall refund any prepaid fees covering the remainder of the Subscription Term after the effective date of termination. If Ankord Labs terminates under Section 7.3 or Section 7.4, Customer shall pay any unpaid fees accrued through the effective date of termination, but not future recurring fees for a period after termination.

7.8 Survival. Sections 1, 2.2, 2.3, 2.4, 3, 5.1, 5.3, 5.5, 5.6, 6, 7.6, 7.7, 7.8, 9, 10.3, 10.4, 11, 12, 13, and 14 survive expiry or termination, together with any other provision that by its nature should survive.

8. Support and availability

8.1 Support. Ankord Labs shall provide support in accordance with its then-current support policy, and shall use commercially reasonable efforts to respond to support requests submitted through its designated channels during business hours.

8.2 Availability. Ankord Labs shall use commercially reasonable efforts to make the Service available, excluding scheduled maintenance notified in advance, emergency maintenance, and any unavailability caused by a Force Majeure Event, by Customer's systems or network, or by a third party outside Ankord Labs' reasonable control.

8.3 Service level. Any committed availability level, service credit or remedy for unavailability applies only where expressly stated in an Order or a written service level agreement executed by the parties. Absent such a document, no availability commitment is given.

9. Confidentiality

9.1 Definition. "Confidential Information" means all non-public information disclosed by a party ("Discloser") to the other ("Recipient"), whether orally, in writing or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Ankord Labs' Confidential Information includes the Service, the Documentation, and non-public pricing. Customer's Confidential Information includes Customer Data.

9.2 Obligations. The Recipient shall: use the Discloser's Confidential Information only to perform its obligations and exercise its rights under the Agreement; protect it using at least the degree of care it uses for its own confidential information of like importance, and in no event less than reasonable care; and disclose it only to those of its employees, contractors and professional advisers who need to know it and who are bound by confidentiality obligations no less protective than this Section 9.

9.3 Exclusions. Confidential Information does not include information that: is or becomes publicly available through no breach by the Recipient; was rightfully known to the Recipient without restriction before disclosure; is rightfully received from a third party without restriction and without breach; or is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

9.4 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation or court order, provided that, where lawful and practicable, it gives the Discloser prior notice sufficient to permit the Discloser to seek a protective order, discloses only the portion legally required, and uses reasonable efforts to obtain confidential treatment.

9.5 Duration. The obligations in this Section 9 continue for three (3) years after the date of disclosure, and indefinitely in respect of any Confidential Information constituting a trade secret for so long as it remains a trade secret under applicable law.

9.6 Return or destruction. On the Discloser's written request following termination, the Recipient shall return or destroy the Discloser's Confidential Information, save for copies retained in routine backup systems or as required by law, which remain subject to this Section 9.

10. Warranties and disclaimers

10.1 Mutual. Each party warrants that it is duly organized and validly existing, and that it has full power and authority to enter into and perform the Agreement.

10.2 Ankord Labs. Ankord Labs warrants that: (a) it shall provide the Service with reasonable skill and care and in a professional and workmanlike manner; (b) the Service shall perform in material conformity with the Documentation; and (c) it shall not knowingly introduce any virus or malicious code into the Service. Customer's sole and exclusive remedy for breach of this Section 10.2 is for Ankord Labs to use commercially reasonable efforts to correct the non-conformity and, if it fails to do so within a reasonable period, for Customer to terminate the affected Order and receive a pro-rata refund of prepaid fees for the unexpired portion of the Subscription Term.

10.3 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN SECTION 10.2, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". ANKORD LABS HEREBY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS AND TERMS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10.4 Specific disclaimer as to Service outcomes. WITHOUT LIMITING SECTION 10.3, ANKORD LABS SPECIFICALLY DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT THE SERVICE WILL IDENTIFY ALL, OR ANY PARTICULAR, ACCESSIBILITY, PRIVACY, COOKIE, CONTENT, MARKETING OR OTHER ISSUE; PRODUCE OUTPUTS THAT ARE COMPLETE, ACCURATE, CURRENT, OR FREE OF FALSE POSITIVES OR FALSE NEGATIVES; RENDER ANY PROPERTY COMPLIANT WITH OR CONFORMANT TO ANY REQUIREMENT; SATISFY ANY OBLIGATION OF CUSTOMER; OR PREVENT, REDUCE, RESOLVE OR PROVIDE ANY DEFENSE TO ANY CLAIM OR PROCEEDING.

10.5 Customer warranty. Customer warrants that it has all rights, consents and authorizations necessary for Ankord Labs to Process Customer Data and to use the Service in connection with each Property in accordance with the Agreement.

11. Indemnities

11.1 By Ankord Labs. Ankord Labs shall defend Customer, its Affiliates and their respective officers, directors and employees against any third-party claim alleging that the Service, as provided by Ankord Labs and used by Customer in accordance with the Agreement, infringes that third party's United States patent, copyright, trademark or trade secret rights, and shall indemnify them against damages and costs finally awarded against them by a court of competent jurisdiction, or agreed in a settlement approved in writing by Ankord Labs, in respect of such a claim.

11.2 Exclusions from Ankord Labs' indemnity. Section 11.1 does not apply to any claim arising from or relating to: (a) Customer Data or any Property; (b) any modification of the Service by any person other than Ankord Labs; (c) the combination or use of the Service with any product, service, data or technology not supplied by Ankord Labs, where the claim would not have arisen but for that combination; (d) Customer's use of the Service other than in accordance with the Agreement or the Documentation; (e) Customer's continued use after Ankord Labs has notified Customer to discontinue use; or (f) any beta feature.

11.3 Accessibility carve-out. SECTION 11.1 DOES NOT EXTEND TO, AND ANKORD LABS SHALL HAVE NO OBLIGATION TO DEFEND, INDEMNIFY OR HOLD HARMLESS CUSTOMER OR ANY OTHER PERSON AGAINST, ANY CLAIM, DEMAND, CHARGE, INVESTIGATION, ENFORCEMENT ACTION OR PROCEEDING ALLEGING THAT ANY PROPERTY, APPLICATION, DOCUMENT, CONTENT OR SERVICE OF CUSTOMER IS INACCESSIBLE, OR FAILS TO COMPLY WITH OR CONFORM TO THE AMERICANS WITH DISABILITIES ACT, THE WEB CONTENT ACCESSIBILITY GUIDELINES, SECTION 508 OF THE REHABILITATION ACT, APPLICABLE CANADIAN FEDERAL OR PROVINCIAL ACCESSIBILITY REQUIREMENTS, THE EUROPEAN ACCESSIBILITY ACT OR ITS IMPLEMENTING LAWS, EN 301 549, APPLICABLE UNITED KINGDOM ACCESSIBILITY REQUIREMENTS OR ANY OTHER ACCESSIBILITY LAW, REGULATION, STANDARD OR GUIDELINE OR TECHNICAL CRITERIA, IRRESPECTIVE OF WHETHER THE SERVICE DID OR DID NOT IDENTIFY THE BARRIER CONCERNED, AND IRRESPECTIVE OF ANY FINDING, SCORE, REPORT OR SUGGESTION GENERATED BY THE SERVICE.

11.4 Mitigation. If the Service becomes, or in Ankord Labs' reasonable opinion is likely to become, the subject of a claim under Section 11.1, Ankord Labs may at its option and expense: procure the right for Customer to continue using the Service; modify or replace it so that it becomes non-infringing while materially preserving its functionality; or, if neither is commercially reasonable, terminate the affected subscription on notice and refund a pro-rata portion of prepaid fees for the unexpired Subscription Term. This Section 11.4, together with Section 11.1, states Ankord Labs' entire liability and Customer's sole remedy for intellectual property infringement.

11.5 By Customer. Customer shall defend Ankord Labs, its Affiliates and their respective officers, directors and employees against any third-party claim arising from or relating to: (a) Customer Data; (b) any Property, including any claim that a Property is inaccessible or fails to comply with or conform to any accessibility law, regulation, standard or guideline; (c) Customer's breach of Section 4.4 or Section 4.5, including use of the Service in connection with a Property without authorization; (d) Customer's breach of Section 3.3 or Section 3.4, including any representation of compliance, conformance, certification or accessibility made on the basis of any output of the Service; or (e) Customer's violation of applicable law; and shall indemnify them against damages and costs finally awarded, or agreed in a settlement approved in writing by Customer, in respect of such a claim.

11.6 Indemnity procedure. The indemnified party shall: notify the indemnifying party promptly in writing of the claim, provided that failure to do so relieves the indemnifying party only to the extent it is materially prejudiced; give the indemnifying party sole control of the defense and settlement, save that the indemnifying party shall not settle any claim in a manner that admits liability on the part of, or imposes any non-indemnified obligation on, the indemnified party without its prior written consent, not to be unreasonably withheld; and provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defense at its own expense with counsel of its own choosing.

12. Limitation of liability

12.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL OR REPUTATION, OR LOSS, CORRUPTION OR INACCURACY OF DATA, IN EACH CASE HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO ANKORD LABS UNDER THE AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY.

12.3 DPA liability inside the cap. ANY LIABILITY ARISING UNDER OR IN CONNECTION WITH THE DPA, INCLUDING ANY LIABILITY RELATING TO THE PROCESSING OF PERSONAL DATA OR TO A PERSONAL DATA BREACH, IS SUBJECT TO AND COUNTS TOWARDS THE CAP IN SECTION 12.2. THE DPA DOES NOT CREATE ANY SEPARATE OR ADDITIONAL LIMIT OF LIABILITY.

12.4 Exceptions. Sections 12.1 and 12.2 do not apply to: (a) Customer's obligation to pay fees due under the Agreement; (b) either party's breach of Section 9; (c) Customer's breach of Sections 4.4, 4.5, 3.3 or 3.4; (d) either party's indemnification obligations under Section 11; (e) either party's fraud, fraudulent misrepresentation, willful misconduct or gross negligence; or (f) any liability that cannot lawfully be excluded or limited.

12.5 Basis of the bargain. The parties acknowledge that the limitations and exclusions in this Section 12 are a fundamental basis of the bargain between them and are reflected in the fees, and that they shall apply notwithstanding the failure of the essential purpose of any limited remedy.

13. Governing law, disputes and venue

13.1 Governing law. The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation, whether contractual or non-contractual, is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Escalation. Before commencing proceedings, the parties shall attempt in good faith to resolve any dispute through negotiation between senior representatives with authority to settle, within thirty (30) days of written notice of the dispute. This Section 13.2 does not prevent either party from seeking urgent injunctive or equitable relief at any time.

13.3 Venue. Subject to Section 13.2, the parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and each party waives any objection to venue in those courts on grounds of inconvenient forum.

13.4 Equitable relief. Each party acknowledges that a breach of Section 4.4, Section 5 or Section 9 may cause irreparable harm for which damages are an inadequate remedy, and that the non-breaching party is entitled to seek injunctive or other equitable relief without the requirement to post a bond.

13.5 Waiver of jury trial. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT.

13.6 Limitation period. No action arising out of the Agreement may be brought by either party more than two (2) years after the cause of action accrued, except for actions for non-payment.

14. General

14.1 Entire agreement. The Agreement constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Each party acknowledges that it has not relied on any statement or representation not expressly set out in the Agreement.

14.2 Order of precedence. In the event of conflict, the following order of precedence applies: (a) the DPA, in respect of the Processing of Personal Data; (b) the applicable Order; (c) these terms; and (d) the Documentation. No Order or other document modifies Sections 2.2 through 2.4, Sections 3.3 and 3.4, Section 10.4 or Section 11.3 unless it expressly identifies the provision being modified and is signed by an authorized representative of Ankord Labs.

14.3 Customer ordering documents. Any additional or conflicting terms contained in a Customer purchase order, vendor portal, procurement platform, click-through, or similar document are expressly rejected and shall have no force or effect, notwithstanding Ankord Labs' acknowledgement of, or performance under, any such document.

14.4 Amendment. Except as provided in Sections 6.6 and 14.5, the Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

14.5 Changes to these terms. Ankord Labs may update these terms on at least thirty (30) days' notice. An update will take effect at the start of Customer's next renewal Subscription Term unless an earlier effective date is required by law or the update does not materially reduce Customer's rights. If an update materially and adversely affects Customer, Customer may cancel the affected subscription before the update takes effect. If an update must take effect during a prepaid Subscription Term and materially and adversely affects Customer, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid fees for the unexpired period.

14.6 Assignment. Neither party may assign or transfer the Agreement, in whole or in part, without the other party's prior written consent, not to be unreasonably withheld, save that either party may assign it without consent to a successor in interest by way of merger, acquisition, or sale of all or substantially all of its business or assets to which the Agreement relates, on written notice to the other. Any purported assignment in breach of this Section is void.

14.7 Subcontracting. Ankord Labs may subcontract performance of its obligations, but remains responsible for the performance of its subcontractors. Sub-processing of Personal Data is governed by the DPA.

14.8 Notices. Notices under the Agreement must be in writing and are deemed given: on delivery, if delivered personally; on the second business day after posting, if sent by nationally recognized overnight courier; or on the day of transmission, if sent by email to the address designated by the recipient and no bounce or failure notification is received, provided that notices of breach, termination or indemnifiable claims must additionally be sent by courier. Notices to Ankord Labs shall be sent to 8549 Wilshire Blvd #5173, Beverly Hills, CA 90211, marked for the attention of the Legal Department, with a copy by email to legal@complymo.com. Notices to Customer shall be sent to the contact information associated with Customer's account or stated in an Order.

14.9 Force majeure. Neither party shall be liable for any delay or failure in performance, other than an obligation to pay money, caused by any event beyond its reasonable control, including act of God, flood, fire, earthquake, epidemic or pandemic, war, terrorism, civil unrest, government action, labor dispute not involving that party's own workforce, failure of the public internet, or failure of a utility or telecommunications provider (a "Force Majeure Event"). The affected party shall notify the other promptly, use reasonable efforts to mitigate, and resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected subscription on written notice.

14.10 Severability. If any provision of the Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed, and the remaining provisions shall continue in full force and effect.

14.11 Waiver. No failure or delay by either party in exercising any right or remedy shall operate as a waiver of it, and no single or partial exercise shall preclude any further exercise. A waiver is effective only if in writing and signed by the waiving party.

14.12 No third-party beneficiaries. Save for the indemnified parties identified in Section 11, the Agreement does not confer any right or remedy on any person who is not a party to it.

14.13 Independent contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, franchise, employment or fiduciary relationship, and neither party has authority to bind the other.

14.14 Publicity. Neither party shall issue any press release or public statement referring to the other party, or use the other party's name, logo or trademarks, without the other party's prior written consent. Any customer reference, logo use, case study or testimonial requires separate written approval. Any statement concerning accessibility, compliance, conformance or Service outcomes must be accurate, substantiated and consistent with Sections 2 and 3. Any arrangement under which a party provides consideration in exchange for a testimonial or endorsement must be disclosed clearly and conspicuously by the party publishing it.

14.15 Export and sanctions. Each party shall comply with all applicable export control and economic sanctions laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions, and is not a person with whom dealings are prohibited under such laws.

14.16 Anti-bribery. Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the United States Foreign Corrupt Practices Act.

14.17 Government users. The Service is a "commercial product" as defined in 48 C.F.R. 2.101. If Customer is an agency or instrumentality of the United States government, its rights are limited to those set out in the Agreement, consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202.

14.18 Counterparts and electronic signature. The Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures transmitted electronically, and acceptance by electronic click-through, are binding.

14.19 Interpretation. Headings are for convenience only. "Including" and "includes" mean "including without limitation". References to a statute include any amendment or re-enactment of it. The singular includes the plural and vice versa.