1. AGREEMENT WITH LICENZ
a. Your agreement with Licenz, LLC (“Licenz”) consists of the services terms and conditions set out herein (“Terms” or “Agreement”). You may also be required to execute certain forms, including documents that are required before Licenz can commence providing you with Services. While you are provided access to the Services, as defined below, you are obliged to pay for your chosen Service even if you choose to not use the Service. Other than agreements you may need to enter with third parties to obtain access to certain specific Services, the Agreement governs the provision of the Services provided to you by Licenz and access to associated documentation for the Services (whether in print or electronic format). Services are provided to you only under the terms of the Agreement. Client acknowledges that it is required to confirm which Services it requests of Licenz before Licenz can begin performing your chosen Services. All capitalized terms found in any consent forms and agreements entered by you shall have the meanings set forth below unless otherwise stated.
2. DEFINITIONS
a. “Authorized User” means any person who is authorized by Client to access and use the Online Account, including third-parties such as accountants or lawyers retained by Client.
b. “Beneficial Owner” means such individual who has an ownership interest in Client sufficient to require reporting under the Corporate Transparency Act (“CTA”), 31 U.S.C. § 5336.
c. “Client” means the business entity based in the United States retaining the Services of Licenz and agreeing to be bound by the Agreement. Client represents it has the authority to act on behalf of any other separate business entity through which it has common ownership and which Client represents has also retained Licenz to perform Services.
d. “Client Authorized Representative” or “Client’s Authorized Representative” means such person given authority by you to (i) enter into the Agreement, manage all aspects of Client’s account with Licenz, including the addition or reduction of Services, termination of the Agreement, or adding and removing Client Authorized Representatives and (ii) submit changes on behalf of the Client, including but not limited to regarding Tax Identification Number(s), Beneficial Owners, and changes to Client’s address.
e. “Client Name” means your business name as stated in your federal W-9 form.
f. “Licenz” means Licenz, LLC, a limited liability company located at 65 Harristown Road, Glen Rock, NJ 07452.
g. “Licenz Website” means Https://Licenz.Com (operated by Licenz) and any other websites authorized by Licenz which link to the Terms, including any third-party provider utilizing the Services for Client’s benefit.
h. “Online Account” means any online portal providing you with Services.
i. “Services” means collectively the compliance services anticipated under this Agreement, chosen by you, and provided by Licenz to you and any Client-affiliated business at your written request. Any subsequent changes to your chosen Services will be implemented only upon written confirmation of such changes by the Client Authorized Representative.
j. “Software” means such software required to implement or otherwise use the Services.
k. “You” or “your” means Client.
3. ACCEPTANCE OF THE TERMS
a. The Agreement supersedes and modifies any prior services agreement you may have had with Licenz. To the extent there is any inconsistency between any prior agreement you may have had with Licenz and the Agreement, the Agreement shall prevail.
b. To begin and continue using the Services, you must accept the Agreement. The Terms are accepted by you (a) when you sign on initially as a Client or (b) when you click online to accept the Terms. Your continued acceptance exists by virtue of your using the Services. We advise you to print a copy of the Agreement for your records. You can always download a copy of the Terms on https://licenz.com/terms-of-service. The Agreement remains effective from the date of acceptance until terminated by you or Licenz.
c. You cannot accept the Agreement if: (a) you are not a US-based business or (b) you have any employees working or residing outside the United States of America and its possessions, territories, or military bases.
d. Client acknowledges and understands that Licenz will not commence the Services until Licenz receives any required and completed Client consent form agreements and governmental authorizations, and other required documentation necessary to begin each of the Services. Client warrants that it possesses full power and authority to enter into this Agreement, that it has chosen the Services Licenz is to provide, and has read and agrees to the terms and conditions set forth herein.
4. CHANGES TO THE TERMS
a. Licenz may make changes to the Agreement from time to time. Licenz will publish the changes at https://licenz.com/terms-of-service. The changes will be effective after their publication and your continued use of the Services after such publication. Please review the Terms on a regular basis. You understand and agree that your express acceptance of the Terms or your use of the Services, including but not limited to by your use of the Services after the date provided to you, shall constitute your agreement to all subsequently updated Terms. Should you not agree to these amended Terms, you may terminate your relationship with Licenz in accordance with the Agreement.
5. REPRESENTATIONS AND WARRANTIES
a. Licenz is not a law firm, accounting firm or investment advisory firm and will not render any legal, tax, accounting, or investment advice in connection with the performance of the Services. Client acknowledges Licenz will never render any legal, tax, accounting, or investment advice in connection with the performance of the Services. Licenz is also not a fiduciary of (i) Client or any of its employees and (ii) a fiduciary of any Client benefit plan offered for the benefit of Client’s employees, or the employer or joint employer of Client’s employees. While Licenz is providing Client with compliance assistance, it will not be responsible for Client’s compliance with federal, state, or local statutes, regulations, or ordinances, including, but not limited to, the CTA or other compliance obligations owed by Client. Moreover, any legal information provided to Client by Licenz is not the same as actual legal advice, where an attorney applies the law to your specific circumstances. Client must consult an attorney if seeking advice on the interpretation of this information or its accuracy and may not rely on this as legal advice or as a recommendation of any particular legal understanding. IT IS ULTIMATELY SOLELY CLIENT’S OBLIGATION TO COMPLY WITH ITS OBLIGATIONS UNDER APPLICABLE LAW, INCLUDING THE CTA.
b. Client agrees, represents and warrants that during the term of the Agreement it will comply with (i) all laws and all federal, state, and local laws or ordinances that may relate to the Services; (ii) all federal, state and local privacy laws; and (iii) all federal and state intellectual property laws.
c. Client will designate one or more Client Authorized Representatives who will provide Licenz with information and directives necessary for Licenz to perform the Services (collectively “Client Information”). Client is responsible for the accuracy of any Client Information provided by such Client Authorized Representative on behalf of the Client. Client agrees, represents and warrants that it is solely responsible for designating all Client Authorized Representatives, establishing the level or type of access being granted to each contact, and keeping all contacts and access levels current at all times. Client is solely responsible for informing Licenz of any changes to the status a Client Authorized Representative. All instructions provided by Client’s Authorized Representatives to Licenz via an Online Account or otherwise are considered binding on Client even if such instructions are subsequently disavowed or rejected by Client’s management or due to fraudulent conduct. Client understands and agrees that it is solely the reasonability of Client to supervise and monitor the actions of any Client Authorized Representative to minimize potential fraudulent activity. CLIENT ALSO UNDERSTANDS AND AGREES LICENZ CANNOT BE HELD LIABLE FOR ANY ACTIONS UNDERTAKEN BY CLIENT’S AUTHORIZED REPRESENTATIVE, INCLUDING ANY FRAUDULENT OR CRIMINAL CONDUCT. MOREOVER, CLIENT UNDERSTANDS THAT LICENZ CANNOT BE HELD LIABLE FOR THE FAILURE OF CLIENT TO PROPERLY RESPOND TO QUESTIONS POSED OF IT WHEN GATHERING INFORMATION NECESSARY TO COMPLY WITH APPLICABLE LAW.
d. Client warrants and represents that all Client Information is complete, in use, up-to-date, and accurate, including but not limited to names of Beneficial Owners, associated dates of birth, identification documents, and Social Security and Individual Taxpayer Identification Numbers provided to Licenz.
e. Client warrants and represents that it shall not provide inaccurate information to Licenz and will be responsible for promptly detecting and correcting any errors in Client Information.
f. The authorized client contact agreeing to the terms of this Agreement agrees, represents and warrants he or she has the authority to execute this Agreement on behalf of Client and can bind Client to this Agreement. Such person will be considered the first Client Authorized Representative. Client agrees, represents and warrants that it possesses full power and authority to enter into this Agreement, and has read and agrees to the terms and conditions set forth in the Agreement.
g. Some Services require that Licenz act as a data conduit. Licenz does not take any responsibility for the accuracy or usability of data it has received from you or is transferring on your behalf. By way of example, if Client purchases Services that require Licenz to transfer data to the Treasury Department’s criminal enforcement arm, Financial Crimes Enforcement Network (“FinCEN”), including Tax ID numbers, dates of birth, government identification number and copies of government identification documents, Licenz will not be liable for any issues arising from the transmission of such data, including untimely submission or submission of incorrect data or incorrect format. It is Client’s responsibility to notify Licenz of any changes to the transmission format, termination of the relationship and establish a process to audit successful periodic transmissions given Licenz is acting solely as a data conduit. Licenz will not be liable for any issues arising from the transmission of data, including untimely submission or the submission of incorrect data or incorrect format.
6. USE AND SAFEGUARDING OF ONLINE ACCOUNT ACCESS
a. Client’s Authorized Representative and Authorized Users delegated in writing to Licenz by Client’s Authorized Representative will be granted access to Services online through a personal computer, mobile device or other electronic device. To use an Online Account, you will need an Internet connection. You are responsible for providing all equipment required to access the Internet. Connecting to the Internet via a corporate or other private network which masks your device may disable authentication tools utilized by Licenz. You are also responsible for ensuring that any employee accessing the Services online complies with all use and safeguarding obligations set forth in the Agreement, including in this Section.
b. When accessing your Online Account, we recommend that you choose a password that is hard to guess and consists of letters, numbers and symbols. You are solely responsible and liable for all activities conducted through your Online Account (“Online Account Access”). To prevent unauthorized use, you shall keep your username and password confidential and shall not share it with any third party or use it to access third party websites or services. If you suspect that someone else knows your password, then you shall immediately change it to protect the security of your Online Account. It is your responsibility to ensure that you do not respond to any unsolicited requests for passwords or other data. Licenz takes no responsibility for your failure to comply with your obligations regarding Online Account Access, including any compromise of your credentials for accessing the Online Account.
c. Client is solely responsible for designating Authorized Users responsible for (i) providing information to Licenz using the Online Account; (ii) safeguarding passwords, usernames, logins or other security features used for Online Account Access; (iii) using Online Account under any usernames, logins, or passwords; (iv) ensuring that the use of the Online Account complies with the Agreement; and (v) preventing unauthorized access, or use, of the Online Account by an Client’s actions or inactions, including, without limitation, its failure to safeguard the Online Account or Online Account Access. Client agrees to immediately notify Licenz of any actual or suspected unauthorized use of the Online Account and acknowledges that Client is solely responsible for damages resulting from Client’s failure to promptly notify Licenz. Licenz reserves the right to limit, suspend, or terminate Client’s and/or any Authorized User(s) access to the Online Account should Licenz have reason to believe that the security or confidentiality of Online Account or Online Account Access has been compromised.
d. At the written request of Client’s Authorized Representative, Licenz will create Authorized User login credentials for your accountant or another third party to view certain information found in the Online Account. Client understands that it is Client’s sole responsibility to notify Licenz in writing when it would like this Authorized User access terminated. Licenz is not liable for the conduct of any Authorized User granted access to Client Information by Client. Client agrees to indemnify and hold Licenz harmless for any harm or loss caused by any Authorized User granted access by Client.
e. Client acknowledges that Authorized Users select the security level for Online Account Access and Client is solely responsible for these selections. Client further acknowledges that it has reviewed all the security levels and has determined the level or levels for its Authorized Users that is commercially responsible for providing security against unauthorized access and meets Client’s requirements given the size, type, frequency, of the Services it will receive from Licenz. Client is solely responsible for implementation of an information security program appropriate to safeguard the Online Account and Online Account Access and which is consistent with all applicable federal, state, and/or local statutes or regulations; safeguarding Online Account and Online Account Access for any third-party services integrated into the Services; maintenance and routine review of computing and electronic system usage records (i.e. log files); and the security of its own data, data storage, computing device(s), other electronic systems, and network connectivity. CLIENT ACKNOWLEDGES AND AGREES THAT LICENZ AND ITS SOFTWARE VENDORS ARE NOT LIABLE TO CLIENT, CLIENT’S EMPLOYEES OR ANY OTHER THIRD-PARTY FOR ANY INJURY, LOSSES, OR DAMAGES RESULTING FROM UNAUTHORIZED ACCESS OR USE OF THE ONLINE ACCOUNT, INCLUDING BUT NOT LIMITED TO SUCH UNAUTHORIZED ACCESS CAUSED BY THE FAILURE TO SAFEGUARD CREDENTIALS OR SECURE A COMPUTER NETWORK AND/OR DEVICES.
f. You may link to your Online Account from another website owned by you, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement by Licenz where none exists. You may not frame the Site on any other site. Licenz may revoke the permission to link at any time at its sole discretion and will notify you in this respect.
7. CLIENT CONFIDENTIAL INFORMATION
a. Licenz is committed to respecting the confidentiality of Client Confidential Information. For purposes of the Agreement, “Client Confidential Information” will mean all information disclosed or otherwise made available by Client to Licenz that is marked confidential and the name, social security number, Tax ID, date of birth, address, of Client and Client’s employees or owners provided to Licenz by Client. Licenz will use reasonable care to prevent the disclosure of such Client Confidential Information to any unauthorized person or entity. Licenz may disclose Client Confidential information to its employees, agents, governmental entities, and contractors to (i) to perform Services, (ii) integrate third-party services into the Services; (iii) perform analysis to determine Client’s qualification to receive future services; (iv) collect Amounts Due and may disclose Client’s payment experiences with Licenz to the credit reporting agencies and supply Vendor references on Client’s behalf. Licenz may also disclose Client Confidential Information to its attorneys, accountants, and auditors and pursuant to federal, state, or local law, regulation, court order legal process, or governmental investigation. As a practice, Licenz does not retain filings containing Client Confidential Information that are filed with governmental entities such as FinCEN. To the extent Licenz has retained any Client Confidential Information and there is any compromise or security breach resulting in the disclosure or possible disclosure of Client Confidential Information, Licenz will notify Client as legally required of such compromise or breach. The obligations set forth in this Section will not apply to any Client Confidential Information that (i) Client has agreed is free of any nondisclosure obligations; (ii) at the time of disclosure was free of any nondisclosure obligations; (iii) is independently developed by Licenz or that Licenz lawfully received, free of any nondisclosure obligations, from a third-party having the right to furnish such Client Confidential information; (iv) is or becomes available to the public without any breach of this Agreement or unauthorized disclosure; or (v) is already in the possession of the requesting party.
8. CLIENT INFORMATION
a. Client will execute and/or provide all documentation that Licenz requires to perform its responsibilities under the Agreement including, where necessary, taking all corporate action. Client acknowledges that pursuant to applicable federal and/or state statutes or regulations Licenz may be required to obtain documents necessary to verify the identity of Client.
b. Client will review all reports, documents, and data provided, made available, or accessible by Client on Client’s account, and Client will immediately inform Licenz of any inaccuracies. Licenz will not be responsible for errors that result from Licenz’s reliance on Client Information.
9. REFUND/ADJUSTMENT/OVERPAYMENT
a. After Client has agreed to enter into the Agreement and Licenz has begun providing Services, Client will be responsible for paying all fees incurred. Providing the refund of fees incurred by Client is at the sole discretion of Licenz with the customary position of Licenz being that there are no refunds for services rendered unless Licenz was in some way at fault for unnecessarily incurring such fees.
b. In the event of a Client default, Licenz may, at its sole discretion, terminate the Agreement or a portion thereof, without notice and declare all Amounts Due immediately due and payable. Client agrees to promptly reimburse Licenz for all advances or overpayments made by Licenz and to pay interest on the advances at the rate of one and one-half percent (1.5%) per month, or the maximum allowable by applicable law, until paid.
10. USE OF SERVICES AND RELATED LICENSE
a. The Services, Software and the Licenz Website contain proprietary and confidential information that is protected by intellectual property laws and treaties. For example, the content and compilation of content included on the Licenz Website such as sounds, text, graphics, logos, icons, images, audio clips, digital downloads and software, are the property of Licenz, its affiliates or licensors and are protected by United States and international copyright laws. Such copyright protected content cannot be reproduced without Licenz’s express permission.
b. Licenz and/or its licensors retain exclusive ownership of the Services and Licenz Website and all intellectual property therein (whether or not registered and anywhere in the world). You will not take any action to jeopardize, limit or interfere with Licenz’s and/or its licensors’ intellectual property rights in the Software, Products and/or Licenz Websites. You expressly disclaim the passing of title to the Services or any other proprietary rights to you by virtue of this Agreement.
c. Licenz has filed applications to register its trademarks and its trademarks and trade dress may not be used in connection with any product or service that is not Licenz’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Licenz. All other trademarks not owned by Licenz or any of its related companies that appear on this site are the property of their respective owners. You are not permitted to and shall not register or use any trade name, trademark, logo, domain name or any other name or sign that incorporates any of Licenz’s intellectual property (in whole or part) or that is confusingly similar thereto.
d. In consideration of Licenz providing the Services to Client, Client shall not: (i) make the Services available to anyone other than Authorized Users; (ii) copy any features, functions or graphics of the Services; (iii) sub-license, sell, assign, rent, lease, export, import, distribute or transfer or otherwise grant rights to any third party; (iv) use the Services to store or transmit infringing, libelous, or otherwise unlawful material, or to store or transmit material in violation of third-party privacy rights; (v) use the Services to store or transmit viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents or programs; (vi) interfere with or disrupt the integrity or performance of the Services; (vii) attempt to gain unauthorized access to the Services or related systems or networks; (viii) use the Services if Client is a direct competitor of Licenz or acting on behalf of a direct competitor of Licenz; (ix) use the Services for purposes of monitoring the Services’ availability, performance, or functionality; (x) use the Services for any other benchmarking or competitive purposes; (xi) copy, frame, or mirror any part or content of the Services; (xii) undertake, cause, permit or authorize the modification, creation of derivative works or improvements, translation, reverse engineering, decompiling, disassembling, decryption, emulation, hacking, discovery or attempted discovery of the source code or protocols of the Services or any part or features thereof; (xiii) remove, obscure or alter any copyright notices or other proprietary notices included in the Services; (xiv) use the Services or cause the Services (or any part of it) to be used within or to provide commercial products or services to third parties; and (xv) make any claim to be a third party beneficiary of Licenz’s rights under any license agreement related to the provision of the Services or acknowledge that this Agreement does not give Client rights as to such license agreement.
e. Subject to your compliance with the Agreement, you are granted a limited, non-transferable, non-exclusive, non-sublicensable, non-assignable, license to all intellectual property necessary to utilize the Services via your Online Account on a personal computer, mobile phone or other suitable device. Licenz and its vendors reserve all intellectual property rights not expressly granted to you under the Terms.
11. TERMINATION OF YOUR AGREEMENT WITH LICENZ
a. Licenz may immediately terminate the Agreement, or a portion thereof, if: (i) Client becomes subject to receivership, bankruptcy, or is insolvent; (ii) Licenz, in its sole discretion, determines that a material adverse change has occurred in the financial condition of Client; (iii) Licenz determines, in its sole discretion, that any federal, state, or local legislation, regulatory action, or judicial decision adversely affects its interests under the Agreement; (iv) Licenz reasonably suspects that you or someone on your behalf are using the Services to break the law or infringe upon third party rights; (v) reasonably suspects that you are using our Services fraudulently or that your Online Account is fraudulently being used by a third party; or (vi) you are in breach of the Agreement.
b. Upon termination of your relationship with Licenz: (a) all licenses and rights to use the Services shall immediately terminate and (b) you will immediately cease all use of the Services and Online Account.
12. EXCLUSION OF WARRANTIES, LIMITATION OF LIABILITY
a. For the purposes of this Section, “Licenz” includes all affiliated legal entities and all their directors, officers, agents, licensors and employees.
b. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND PROVIDED WITH NO WARRANTIES WHATSOEVER; LICENZ DOES NOT MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SOFTWARE AND SERVICES INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. LICENZ FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE, NOR DOES LICENZ WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET.
c. From time to time, Licenz may need to perform maintenance on or upgrade the Software or the underlying infrastructure that enables you to use the Services. This may require Licenz to temporarily suspend or limit your use of some or all of the Software until such time as this maintenance and/or upgrade can be completed. You will not be entitled to claim damages for such suspension or limitation of the use of any Software. Licenz cannot guarantee that the Software will always function without disruptions, delay or errors.
d. YOU ACKNOWLEDGE AND AGREE LICENZ WILL, UNDER NO CIRCUMSTANCES, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS INCURRED BY CLIENT PURSUANT TO THIS AGREEMENT OR BY THE TRANSACTIONS CONTEMPLATED BY IT, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, OR WARRANTY), OR AS A RESULT OF LICENZ’S EXERCISE OF ITS RIGHTS UNDER THE AGREEMENT, EVEN IF LICENZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
e. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, LICENZ’S TOTAL AGGREGATE LIABILITY TO YOU IN CONNECTION WITH ANY CLAIM UNDER THE AGREEMENT (WEATHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY) FOR ANY DAMAGES OR LOSS (MONETARY OR OTHERWISE) MADE BY CLIENT OR ANY THIRD PARTY SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT FOR THE SERVICES PRIOR TO THE DATE OF THE EVENT GIVING RISE TO THE RELEVANT CLAIM, SUBJECT TO A MAXIMUM OF ONE THOUSAND DOLLARS IN ALL CASES.
13. USE OF THIRD-PARTY SERVICES
a. At Client’s option, Client can utilize third-party services when obtaining the Services. These third-party services are not provided by Licenz. Client agrees to hold harmless and release Licenz from any liability relating to Client’s use of third- party services or integration of the Services with third-party Services. Client’s ability to use third-party services may be limited according to the third-party’s terms and conditions. When Client integrates with a third-party service, Client authorizes Licenz to share any Client Information, including Client Confidential Information, as may be needed by the third-party to provide the third-party services. Licenz is not liable for any disclosure of Client Confidential Information by any such third-party.
14. CLIENT DATA SECURITY REQUIREMENT
a. Client is solely responsible for implementation of an information security program appropriate to safeguard Client’s computer systems, and the Online Account and Online Account Access, which is consistent with all applicable federal, state, and/or local statutes or regulations; safeguarding Online Account and Online Account Access for any third-party services integrated into the Services; maintenance and routine review of computing and electronic system usage records (i.e. log files); and the security of its own data, data storage, computing device(s), other electronic systems, and network connectivity. Such information security program shall also include at a minimum the routine and timely patching and updating of all software used by Client.
b. Client shall protect Client’s computer systems, and the Online Account and Online Account Access, against the risk of penetration by, or exposure to, an unauthorized third party. Client shall implement and maintain current industry standard anti-virus measures to detect, prevent and remove computer viruses and/or other contaminants designed to damage, alter, delete, disable, or permit unauthorized access to, Client’s computer systems, and the Online Account and Online Account Access, and to prevent the spread of computer viruses between the parties which access or exchange data or software through any network connectivity. Client represents and warrants that Client shall not introduce into Licenz’s computer systems, databases, or software, any computer viruses, worms, trap doors, trojan horses, spyware, adware, hoaxes, extraneous programming, malware or harmful code, unauthorized remote access or administration tool programming or similar unauthorized program and malicious code that does or can disable, damage, corrupt, interfere with or delete any element of software, data, computer or electronic records or files, including, but not limited to, that which allows Client or any third party to access Licenz’s computer, telecommunication and/or other information systems without Licenz’s prior authorization. Client shall not in any way tamper with, compromise, or attempt to circumvent any physical or electronic security or audit measures employed by Licenz.
c. Client shall not access or utilize the Services for any purpose other than that using the Services pursuant to this Agreement. Client shall monitor all applicable Client systems for security breaches, potential breaches and suspicious activity. In the event Client discovers or is notified of a breach of security relating to Client’s computer systems, or any other event that compromises the security, confidentiality or integrity of and the Online Account and Online Account Access (an “Incident”), Client shall, as promptly as practicable under the circumstances (i) notify Licenz of such Incident, (ii) investigate and mitigate, or if possible, remediate, the effects of the Incident and (iii) provide Licenz with a written corrective action plan, that is satisfactory to Licenz, regarding how Client intends to mitigate or remediate future Incidents of such a nature.
15. INDEMNIFICATION
a. YOU WILL INDEMNIFY AND HOLD LICENZ AND ITS RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES HARMLESS FROM AND AGAINST ALL DAMAGES, LIABILITY, LOSS, COSTS, ATTORNEY’S FEES (INCLUDING IN-HOUSE COUNSEL FEES) AND RELATED EXPENSES SHOULD ANY THIRD PARTY OR CLIENT EMPLOYEE BRING A CLAIM AGAINST LICENZ IN CONNECTION WITH, OR ARISING OUT OF (I) A CLIENT DEFAULT, INCLUDING BY VIRTUE OF CLIENT’S FAILURE TO PROVIDE INFORMATION REQUIRED TO COMPLY WITH THE CTA AND NECESSARY FOR LICENZ TO PROPERLY FILE A BOIR; (II) THE USE, MISUSE, REPRODUCTION, MODIFICATION, OR UNAUTHORIZED DISTRIBUTION OF SOFTWARE; (III) CLIENT’S BREACH OF THESE TERMS; (IV) CLIENT’S BREACH OF ANY WARRANTY SET FORTH IN THE AGREEMENT; (V) CLIENT’S INFRINGEMENT OR VIOLATION OF THE RIGHTS OF ANY THIRD PARTIES (INCLUDING INTELLECTUAL PROPERTY RIGHTS), INCLUDING BUT NOT LIMITED TO A CLAIM BASED ON: (A) SYMBOLS, LOGOS, OR MARKS UPLOADED BY CLIENT OR CLIENT’S AGENTS, OR PRINTED ON CLIENT’S HANDBOOKS OR CHECKS AND (B) CLIENT INFORMATION; (VI) CLIENT’S WILLFUL MISCONDUCT, FRAUD, GROSS NEGLIGENCE OR WRONGDOING; (VII) DAMAGE, LOSS OR DESTRUCTION OF ANY REAL, TANGIBLE OR INTANGIBLE PERSONAL PROPERTY CAUSED BY THE CONDUCT OF CLIENT; (VIII) CLIENT’S BREACH OF ANY LAW OF REGULATION, INCLUDING THE FAILURE TO OBTAIN PROPER CONSENTS NECESSARY TO COMPLY WITH THE CTA OR OTHER STATUTORY OR REGULATORY OBLIGATION; (IX) THE BREACH OF ANY OBLIGATION PURSUANT TO THIS AGREEMENT BY ANY EMPLOYEE, DIRECTOR OR AFFILIATE OF CLIENT; AND (X) ANY USE (PROPER OR IMPROPER) OF THE ONLINE ACCOUNT.
16. ADDITIONAL CLIENT OBLIGATIONS FOR CERTAIN SERVICES
a. BOIR Services. Licenz will process Client’s Information as input on the Online Account based solely on Client Information provided by the Client or its agents, including any Beneficial Owner or third-party service provider who assisted in the formation of Client. Licenz relies solely on Client for such information and will not be responsible for any filing submitted that is in violation of the CTA or any regulations promulgated under the CTA. Given that Licenz will not serve as a legal advisor to you with respect to the applicability of the CTA and its promulgated regulations, Client is solely responsible for accurately completing all applicable questionnaires. Licenz will not issue any refunds for BOF Services purchased and provided for Clients exempt under the CTA should Client mistakenly answer the applicable questions used to determine such status. It is Client’s sole responsibility to contact Licenz or FinCEN directly with changes, corrections or updates to your Beneficial Owner information within thirty (30) days of the change as required under the CTA. Failure to do so may result in significant penalties. You further acknowledge that Licenz is not liable to you for damages resulting from your failure to update or provide accurate information to either Licenz or FinCEN. The willful failure to properly report complete or updated Beneficial Owner information to FinCEN may result in civil or criminal penalties, including civil penalties of up to $500 each day that the violation continues, or criminal penalties including imprisonment for up to two years and/or a fine up to $10,000 for willful violations.
b. Federal and State Licensing and General Compliance. Licenz will rely on Client’s Information as input on the Online Account to determine Client’s licensing, permitting and other compliance obligations. Given Client Information provided by Client and/or its agents is the sole basis for Licenz’s provision of such Services, Licenz will not be responsible for mistakes, deficiencies, or incorrect statements made by License when providing such Services.
17. ASSIGNABILITY
a. The Agreement may not be assigned by the Client to any third parties. Any assignment made by Client is considered null and void.
18. GOVERNING LAW AND ARBITRATION AGREEMENT
a. The Agreement and all aspects of the relationship between Licenz and Client shall be governed exclusively by the laws of the State of New Jersey without regard to, or application of, its conflict of laws, rules, and principles, except for the arbitration agreement contained herein which shall be governed exclusively by the Federal Arbitration Act, 9 USC § 1, et seq.
b. THE PARTIES KNOWINGLY WAIVE THEIR CONSTITUTIONAL RIGHT TO BRING ANY OF THEIR CLAIMS IN A COURT OF LAW OR TO HAVE SUCH CLAIMS HEARD BY A JURY. EXCEPT AS PROVIDED HEREIN, ANY DISPUTE ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THE AGREEMENT WILL BE DETERMINED ONLY BY BINDING ARBITRATION IN NEWARK, NEW JERSEY, BY A SOLE ARBITRATOR IN ACCORDANCE WITH THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ARBITRAL DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ABOUT THE FORMATION, INTERPRETATION, APPLICABILITY, OR ENFORCEABILITY OF THE AGREEMENT AS WELL AS ANY CLAIMS ARISING OUT OF THE RELATIONSHIP OF THE PARTIES THAT IN ANY WAY RELATES TO THE AGREEMENT. FOR THE AVOIDANCE OF DOUBT, IT IS THE INTENT OF THIS SECTION TO BROADLY AND INCLUSIVELY CONSTRUE CLAIMS THAT MAY BE SUBJECT TO ARBITRATION.
c. A separate neutral arbitrator must be selected and appointed for each dispute. Any dispute arising under the Agreement must be brought within two (2) years of when Client first becomes aware of the claim or when the claim first accrued, whichever is earlier, or the claim will be deemed time-barred. The arbitrator will not be authorized to award exemplary or punitive damages, or any damages excluded in Section 12. The parties agree that the prevailing party in arbitration, and any subsequent judicial proceeding to enforce an arbitration award, will be awarded costs and attorney’s fees (including in-house counsel fees) and that an arbitration award may be entered as a judgment in any court having jurisdiction over either party to the Agreement. The parties will not be permitted to bring, or participate in, and the arbitrator will not have any authority or jurisdiction to hear or decide, any claims brought as any type of purported class action, coordinated action, aggregated action, or similar action or proceeding. Each party must only bring claims against each other in their individual capacity.
19. MISCELLANEOUS
a. Licenz does not consider nor accept unsolicited proposals or ideas, including without limitation ideas for new services, services names, services feedback and related improvements (“Unsolicited Feedback”). If you send any Unsolicited Feedback to Licenz, you acknowledge and agree that Licenz shall not be under any obligation of confidentiality with respect to the Unsolicited Feedback. Moreover, you agree that you will receive no form of compensation in return for providing such Unsolicited Feedback.
b. You agree to the use of electronic communication to enter contracts, place orders, and create other records and to the electronic delivery of notices, policies and changes thereto and records of transactions with Licenz.
c. You acknowledge and agree that if Licenz is unable to provide the Services because of a force majeure event, Licenz will not be in breach of any of its obligations towards you under the Agreement. A force majeure event means any event beyond the control of Licenz.
d. If any provision of the Agreement (or part of it), is found by any court or administrative body of competent jurisdiction or an arbitrator to be illegal, invalid or unenforceable, then such provision (or part of it) shall be removed from the Agreement without affecting the legality, validity or enforceability of the remainder.
e. The failure by Licenz to exercise, or delay in exercising, a legal right or remedy provided by the Agreement or by law shall not constitute a waiver of Licenz’s right or remedy. If Licenz waives a breach of the Agreement, this shall not operate as a waiver of a subsequent breach of the Terms.
