Last updated: April 24, 2024

Playbook Platform and U.S. Integrity Dashboard 

The Integrity Compliance 360 Inc. website (“Website”) and all services provided through the Website (“Services”) form the Playbook platform (“Platform”), which is made available by Integrity Compliance 360 Inc. d/b/a IC360 (“Integrity Compliance 360 Inc., “IC360”, “us”, “our,” and/or “we”) and the U.S. Integrity Dashboard (“Dashboard”). Certain features of the Platform and Dashboard may be subject to additional guidelines, terms, or rules, which will be posted on the Website or otherwise through the Platform and Dashboard in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into this Agreement. References to “you” and “your” refer to you, a user of the Platform or the Dashboard. 

THESE TERMS OF USE (“AGREEMENT”) SET FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE PLATFORM AND THE DASHBOARD. FOR THE AVOIDANCE OF DOUBT, THESE TERMS APPLY TO ALL USES OF THE PLATFORM AND DASHBOARD, REGARDLESS OF WHICH PLATFORM PACKAGE YOU SUBSCRIBE TO OR TYPE OF DASHBOARD ACCESS YOU SIGN UP FOR. PACKAGES REFER TO, BUT ARE NOT LIMTED TO, PLAYBOOK, PLABOOK + AND PLAYBOOK AI. BY ACCESSING OR USING THE PLATFORM OR DASHBOARD, YOU ARE ACCEPTING THIS AGREEMENT AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT. YOU MAY NOT ACCESS OR USE THE PLATFORM OR DASHBOARD OR ACCEPT THE AGREEMENT IF YOU DO NOT HAVE THE CAPACITY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE PLATFORM OR DASHBOARD. IF YOU ARE USING THE PLATFORM OR DASHBOARD ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF SUCH COMPANY, ENTITY, OR ORGANIZATION WITH THE AUTHORITY TO BIND IT TO THIS AGREEMENT. 

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST INTEGRITY COMPLIANCE 360 INC. ON AN INDIVIDUAL BASIS, NOT AS A CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. 

1.                          PRIVACY. 

In the course of using the Platform or Dashboard, you may submit User Data (as defined below), including personal information, to IC360. Integrity Compliance 360 Inc.’s Privacy Policy details how we treat your User Data. We agree to abide by the Integrity Compliance 360 Inc. Privacy Policy, and you agree that we may use and share your User Data in accordance with the Integrity Compliance 360 Inc. Privacy Policy and applicable data privacy and protection laws.  

2.                          ACCOUNTS. 

2.1 Account Creation 

Upon execution of a Terms of Service agreement with IC360, you will receive an email from info@ic360.io with instructions on how to log in to your account and how to change your password following your initial login. You represent and warrant to maintain the accuracy of your account information at all times. Integrity Compliance 360 Inc. may suspend or terminate your Integrity Compliance 360 Inc. account as provided in this Agreement below.  

2.2 Account Deletion. 

If you would like to delete your Integrity Compliance 360 Inc. account, please email info@ic360.io. 

2.3 Account Responsibilities. 

When you create an Integrity Compliance 360 Inc. account, you will establish a username and password. Additionally, the Platform may permit you to establish an organizational account under which you may provision additional user accounts to other individuals in your organization. Such a Platform organizational account shall be responsible for all additional user accounts provisioned under it. Each user is responsible for maintaining the confidentiality of the user’s Integrity Compliance 360 Inc. account login information and each user—and each Platform organizational account, if applicable—shall be fully responsible for all activities that occur under the user’s Integrity Compliance 360 Inc. account. Each user shall immediately notify Integrity Compliance 360 Inc. of any unauthorized use, or suspected unauthorized use, of the user’s Integrity Compliance 360 Inc. account or any other breach of security. Each user account is to be used solely for access to the Platform and Dashboard by the assigned user; Integrity Compliance 360 Inc. accounts are not to be used or shared by more than one individual. 

3.                          USE OF PLATFORM. 

3.1 Limited License. 

Subject to the terms of this Agreement, Integrity Compliance 360 Inc. grants you a limited, revocable, non-transferable, non-exclusive license to access and use the Platform and or Dashboard for your own use in accordance with this Agreement. Your use of any software made available by Integrity Compliance 360 Inc. in connection with your access to and use of the Platform or Dashboard shall be limited to the use of the executable object code format only. 

3.2 Certain Restrictions 

The rights granted to you in this Agreement are subject to the following restrictions: (a) except as expressly permitted by Integrity Compliance 360 Inc. in advance in writing, whose consent may be withheld in Integrity Compliance 360 Inc.’s sole and absolute discretion, you shall not license, sell, rent, lease, transfer, assign, distribute, or host the Platform or Dashboard to or for a third party; (b) you shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Platform or Dashboard; (c) you shall not access the Platform or Dashboard in order to build a similar or competitive product or service; (d) except as expressly stated herein or otherwise permitted by Integrity Compliance 360 Inc. in advance in writing, whose consent may be withheld in Integrity Compliance 360 Inc.’s sole and absolute discretion, no part of the Platform or Dashboard may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means (including by, e.g., scraping, mirroring, framing, embedding, or linking); and (e) your use of the Platform and Dashboard shall at all times comply with all applicable laws and regulations and all applicable terms and conditions of any Third-Party Services upon which use of our Platform or Dashboard depends (as addressed further below). Any future release, update, or other addition to the functionality of the Platform or Dashboard shall be subject to the terms of this Agreement. All copyright and other proprietary notices included within the Platform and Dashboard and on content made available through the Platform must be retained and not modified or obscured. 

3.3 Modification. 

Integrity Compliance 360 Inc. reserves the right, at any time, to modify or suspend the Platform or Dashboard, including the Website or Services, or any part thereof, with or without notice. Integrity Compliance 360 Inc. further reserves the right to discontinue the Platform or Dashboard, upon thirty (30) days’ prior written notice. You agree that Integrity Compliance 360 Inc. will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform or Dashboard, or any part thereof. 

3.4 Ownership. 

Excluding User Data (as defined below), you acknowledge that all intellectual property rights in and to: (i) the Platform; (ii) all names, logos and trademarks used with the Platform; (iii) the Dashboard;  (iv) all names, logos and trademarks used with the Dashboard; and (v) all content made available by Integrity Compliance 360 Inc. through the Platform and Dashboard, including but not limited to designs, data and databases, text, graphics, images, photographs, illustrations, audio and video material, artwork, proprietary information, client- and server-side code (e.g., HTML, JavaScript, active server pages, VBScript, databases, etc.) are owned by Integrity Compliance 360 Inc. or Integrity Compliance 360 Inc.’s licensors. The provision of the Platform or Dashboard does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. Integrity Compliance 360 Inc. and its suppliers reserve all rights not granted in this Agreement. 

3.5 Third-Party Services. 

The Platform is designed to interoperate with certain third-party services that are not under the control of or maintained by Integrity Compliance 360 Inc. (“Third-Party Services ”). Certain Third-Party Services are integrated into the basic operation of the Platform and certain Third-Party Services may be added by you for additional fees. Integrity Compliance 360 Inc. does not make any representations or warranties about Third-Party Services, or any information, materials, or products found thereon. To the extent that Integrity Compliance 360 Inc. provides links or references to any Third-Party Services, you acknowledge that Integrity Compliance 360 Inc. provides them to you solely as a convenience to you. In no event shall Integrity Compliance 360 Inc. be liable for any loss, claim, damages, costs, or negative experiences that may arise in connection with your access to or use of any Third-Party Services independent of or not directly caused by the Platform, including, without limitation, any transactions processed by you on or through such Third-Party Services. 

3.6 Fees. 

We will make commercially reasonable efforts to display and explain all applicable fees in connection with the use of the Platform and Dashboard. Our fee and payment policy may change at any time and from time to time in our sole discretion. We may contract with one or more third parties to facilitate the processing of fees and payments. Fees are non-refundable; provided, however, that Integrity Compliance 360 Inc. may review and modify the fees charged and payments made in any transaction, in its sole discretion, based on any complaint or report of special circumstances concerning a transaction. Integrity Compliance 360 Inc. may make promotional offers with different features and different rates for products and services offered through the Platform. These promotional offers, unless made to you, shall have no bearing whatsoever on your access to and use of the Platform. 

Integrity Compliance 360 Inc. shall provide notice via email seven (7) days and one (1) day before payment of an invoice becomes due. If an invoice remains unpaid thirty (30) days following the issuance of said invoice, Integrity Compliance 360 Inc. reserves the right, at its sole discretion, to suspend and or revoke your access to the Platform or Dashboard. If an overdue invoice remains unpaid forty-five (45) days following the issuance of said invoice, your access to the Platform and Dashboard shall be revoked. 

3.7 User Uploaded Content to the Platform. 

Your use of the Platform will grant you the limited ability to upload certain documents directly to the Platform. You are prohibited from uploading any illegal or illegally obtained documents, documents which contain and or reference any adult related content, documents that contain corrupted files, or documents that may be damaging to the system in which the Platform runs on. The aforementioned list of documents in which you are prohibited from uploading to the Platform is not an exhaustive list. Integrity Compliance 360 Inc. reserves the right to remove any user-uploaded document. Any and all documents uploaded by you to the Platform are only visible to you and any other users with access to the Platform through your company’s account. All users shall be able to limit accessibility to user-uploaded documents so that only you, the individual who uploaded the document, can view the document by selecting such restriction during the upload process. Otherwise, the uploaded document will be accessible to all users of the Platform under your company’s account. Reliance on any user-uploaded document is done at your own risk. By uploading a document to the Platform, you waive any and all claims against Integrity Compliance 360 Inc. with respect to the accuracy of information contained in or derived from the user-uploaded document. 

4.                          CONSULTING SERVICES. 

4.1 Consulting Hours. 

If you entered into a Platform use agreement that entitles you to certain consulting services provided by Integrity Compliance 360 Inc.’s industry experts (“Consulting Services”) as more clearly defined in Appendix A hereto, the number of Consulting Services hours is detailed in your Platform use agreement. Consulting Services hours will not be adjusted for the number of users with access to your Integrity Compliance 360 Inc. account. Regardless of how many hours of Consulting Services you are entitled to in a month, said hours will not transfer from month to month and shall instead reset on the first calendar day of each month. Consulting Services hours will be calculated in ten (10) minute increments. Minimum Services: Any telephone or video consultation in connection with your Consulting Services shall be calculated as a minimum of thirty (30) minutes of your Consulting Services hours. Inquiries via e-mail or the Platform’s chat function shall be calculated as a minimum of fifteen (15) minutes of your Consulting Services hours. 

4.2 Means and Manner of Performing Services. 

Integrity Compliance 360 Inc. shall exclusively determine the means and manner of providing Consulting Services. Integrity Compliance 360 Inc. shall further exclusively determine whether certain requests are appropriate for Consulting Services and reserve the right to refuse to provide certain Consulting Services. Such refusal to provide Consulting Services may occur if, but is not limited to, a conflict of interest would arise or if the requested services would extend beyond the allocated hours of your Consulting Services. 

4.3 Legal Capacity. 

You acknowledge and understand that Integrity Compliance 360 Inc. is not acting as a legal advisor and no attorney-client relationship is formed as a result of the performance of the Consulting Services provided. 

4.4 Confidential Information. 

Integrity Compliance 360 Inc. acknowledges and understands that it may receive and/or otherwise become aware of your Confidential Information, as defined in Appendix A, as a result of providing Consulting Services. Integrity Compliance 360 Inc. hereby acknowledges the sensitivity and confidential natures of such information and covenants and agrees to keep all such information strictly confidential. 

4.5 Non-Exclusivity. 

Providing you with Consulting Services shall in no way prevent Integrity Compliance 360 Inc. from being engaged, concerned, provide services or having any financial interest in any other business, trade, profession, or occupation. 

4.6 Additional Consulting Services. 

In the event you require or request additional services that extend beyond the allocated hours of your Consulting Services, you may be required to enter into a separate engagement with Integrity Compliance 360 Inc.. Providing Consulting Services shall in no way be construed as creating an obligation on the part of Integrity Compliance 360 Inc. to enter into a separate engagement for such additional services. 

5.                          USER CONTENT. 

5.1 User Data. 

“User Data” means any and all information and content that is input into the Platform or Dashboard by or on behalf of a user. You acknowledge and agree that Integrity Compliance 360 Inc. is not responsible for any User Data, including its accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Integrity Compliance 360 Inc. does not assume and will not have any liability or responsibility to you or any other person or user for your use or misuse of any User Data. 

5.2 User Data Responsibilities. 

Integrity Compliance 360 Inc. is not obligated to backup any User Data and you are solely responsible for creating backup copies of your User Data, if you desire. 

5.3 Right to Remove Data. 

You agree that Integrity Compliance 360 Inc. has the right to remove any content, including User Data, from the Platform or Dashboard at any time, with or without cause. Integrity Compliance 360 Inc. also has the right to refuse, move, or block access to any material submitted on or through the Platform or Dashboard, and to establish general practices and limits concerning use of the Platform and Dashboard. The decision of whether or not to remove content from the Platform or Dashboard is within Integrity Compliance 360 Inc.’s sole, absolute and complete discretion. Integrity Compliance 360 Inc. has no obligations, contractual or otherwise, to take or refrain from taking any action. Under no circumstances will Integrity Compliance 360 Inc. be liable for removing or failing to remove any content. 

5.4 License. 

You hereby grant, and you represent and warrant that you have the right to grant, to Integrity Compliance 360 Inc. an irrevocable, perpetual, non-exclusive, royalty-free and fully-paid, worldwide license to use, reproduce, distribute, publicly display and perform, modify, adapt, prepare derivative works of, incorporate into other works, and otherwise exploit your User Data, and to grant sublicenses of the foregoing, for the purposes of providing the Platform to you, for any specific purpose identified in connection with our solicitation or collection of your User Data, and as otherwise permitted by our Privacy Policy; however, specifically excluding anything directly related to the operation of the business of the user except for the purposes of Integrity Compliance 360 Inc.’s improvement of the Platform or the solicitation of additional Integrity Compliance 360 Inc. services. Such license shall authorize Integrity Compliance 360 Inc., in accordance with the Integrity Compliance 360 Inc. Privacy Policy, to display any and all information associated with your company for marketing purposes. More specifically, and without limitation, you agree that we may process your User Data to create aggregated and/or de-identified data sets used to improve the Platform, including to use such data for algorithm development, machine learning, and the creation and development of other features and functionality. For the avoidance of doubt, except where limited by applicable law, this license continues even after you stop using the Platform, including without limitation with respect to aggregate and/or de-identified data derived from your User Data and any residual backup copies of your User Data made in the ordinary course of our business. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Data. 

5.5 Feedback. 

If you provide Integrity Compliance 360 Inc. any feedback or suggestions regarding the Platform or Dashboard (“Feedback”), you hereby assign to Integrity Compliance 360 Inc. all rights (including all intellectual property rights) in and to the Feedback and agree that Integrity Compliance 360 Inc. shall have the right to use such Feedback and related information in any manner it deems appropriate. Integrity Compliance 360 Inc. will treat any Feedback you provide to Integrity Compliance 360 Inc. as non-confidential and non-proprietary. You agree that you will not submit to Integrity Compliance 360 Inc. any Feedback that you consider to be confidential or proprietary. 

5.6 Other Users. 

Each user of the Platform and Dashboard is solely responsible for any and all of such user’s User Data. Because we do not control User Data, you acknowledge and agree that we are not responsible for any User Data and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Data and we assume no responsibility for any User Data. The Platform provides features and functionality by which you may interact with one or more other users. You agree that, regardless of whether Integrity Compliance 360 Inc. personnel is present or not and regardless of whether Integrity Compliance 360 Inc. personnel intervene or not, Integrity Compliance 360 Inc. has no obligation to restrict or prohibit your interaction with other users, and Integrity Compliance 360 Inc. will not be responsible for any loss or damage incurred as the result of your interactions with other users on the Platform. If there is a dispute between you and any other user, we are under no obligation to become involved. 

5.7 Sharing of User Information. 

The Platform may provide information from or about users using the Platform to other users within the same user group. Integrity Compliance 360 Inc. will make commercially reasonable efforts to indicate clearly when a user is using a feature that permits the sharing of information with other users. Integrity Compliance 360 Inc. does not and cannot verify all information provided by users. Integrity Compliance 360 Inc. does not control, and makes no representations or warranties as to, the identity, character, or behavior of any user, and Integrity Compliance 360 Inc. disclaims, and you release Integrity Compliance 360 Inc. from, any and all liability relating thereto. Users should exercise caution and judgment when interacting with other users on the Platform, in both online and offline interactions, as when interacting with any other individual a user does not know. 

6.                          INDEMNITY. 

You agree to indemnify, defend and hold Integrity Compliance 360 Inc. and its affiliates, and its and their directors, officers, members, principals, owners, employees, agents, representatives, contractors, successors, and assigns, harmless from any and all losses, damages, liabilities, claims, actions, judgments, awards, penalties, fines, costs and/or expenses (including reasonable attorneys’ fees) arising from or relating to any claim or demand made by any third party due to or arising out of (i) your use or misuse of the Platform or Dashboard, (ii) your User Data, (iii) your violation of this Agreement, (iv) your violation of applicable laws or regulations; or Notwithstanding the above, Integrity Compliance 360 Inc. reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of IC360. Integrity Compliance 360 Inc. will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. 

You acknowledge that the Platform is supported by artificial intelligence, which is capable of, but not limited to, generating predictive-based responses to specific questions asked by you as well as translating text of documents stored on the Platform. You further agree to indemnify, defend and hold Integrity Compliance 360 Inc. and its affiliates, and its and their directors, officers, members, principals, owners, employees, agents, representatives, contractors, successors, and assigns, harmless from any and all losses, damages, liabilities, claims, actions, judgements, awards, penalties, fines, costs and or/expenses (including reasonable attorneys’ fees) arising from or relating to any detrimental reliance on information or translations provided by the Platform’s artificial intelligence. Any use or reliance by you of information generated by the Platform’s artificial intelligence is done so at your sole risk. Integrity Compliance 360 Inc. in no way endorses the truth or accuracy of any information or translations provided by the Platform’s artificial intelligence. 

7.                          DISCLAIMERS. 

YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE PLATFORM OR DASHBOARD IS AT YOUR SOLE RISK. THE PLATFORM AND DASHBOARD ARE PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. EXCEPT FOR THOSE WARRANTIES MADE AND EXPRESSLY IDENTIFIED AS WARRANTIES BY INTEGRITY COMPLIANCE 360 INC., INTEGRITY COMPLIANCE 360 INC. DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING (A) THE PLATFORM; (B) THE DASHBOARD; (C) ANY PRODUCTS AND SERVICES OFFERED OR MADE AVAILABLE THROUGH THE PLATFORM OR DASHBOARD; (D) THE ACTS OR OMISSIONS OF USERS THROUGH THE PLATFORM OR DASHBOARD; (E) THIRD-PARTY SERVICES ON WHICH THE PLATFORM OR DASHBOARD DEPENDS OR WITH WHICH THE PLATFORM OR DASHBOARD INTEROPERATES; AND (F) ANY TRANSACTIONS INITIATED OR PROCESSED BY YOU ON OR THROUGH SUCH THIRD-PARTY SERVICES, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. INTEGRITY COMPLIANCE 360 INC. MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED OR MADE AVAILABLE THROUGH THE PLATFORM ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. INTEGRITY COMPLIANCE 360 INC. ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE PLATFORM OR DASHBOARD WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF THE PLATFORM OR DASBOARD WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE. 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. 

Any and all information, including, but not limited to, statutes, regulations, attorney general opinions, licensing applications, generated reports and technical bulletins contained on the Platform does not and is not intended to constitute legal advice. All information contained on the Platform is strictly for informational purposes only. Links contained in documents presented on the Platform that bring you to third-party websites are for convenience purposes only. Integrity Compliance 360 Inc. in no way endorses the information contained on any third-party websites made available on the Platform. Integrity Compliance 360 Inc. disclaims all liability and responsibility caused by reliance of any and all information contained on the Platform. 

8.                          LIMITATION ON LIABILITY AND RELEASE. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL INTEGRITY COMPLIANCE 360 INC. OR ANY OF ITS AFFILIATES OR SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PRINCIPALS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), NOR FOR ANY DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, INTERRUPTION IN USE OR AVAILABILITY OF DATA, LOSS OF USE OF MONEY OR USE OF PRODUCTS, LOST PROFITS, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS ENSUING FROM OR IN CONNECTION WITH (A) THE PLATFORM; (B) THE DASHBOARD (C) ANY PRODUCTS AND SERVICES OFFERED OR MADE AVAILABLE THROUGH THE PLATFORM OR DASHBOARD; (D) ANY ACTS OR OMISSIONS OF USERS THROUGH THE PLATFORM OR DASHBOARD; (E) THIRD-PARTY SERVICES ON WHICH THE PLATFORM OR DASHBOARD DEPENDS OR WITH WHICH THE PLATFORM INTEROPERATES; OR (F) ANY TRANSACTIONS INITIATED OR PROCESSED BY YOU ON OR THROUGH SUCH THIRD-PARTY SERVICES, EVEN IF INTEGRITY COMPLIANCE 360 INC. OR ANY OF ITS AFFILIATES OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 

YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF INTEGRITY COMPLIANCE 360 INC. AND ITS AFFILIATES AND SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PRINCIPALS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNEES) TO YOU EXCEED THE GREATER OF (A) THE AMOUNT OF FEES PAID OR PAYABLE TO INTEGRITY COMPLIANCE 360 INC. BY YOU UNDER THIS AGREEMENT IN THE PREVIOUS TWELVE MONTH PERIOD FROM THE DATE OF THE CLAIM, AND (B) ONE HUNDRED U.S. DOLLARS ($100). THIS LIMITATION ON THE AMOUNT OF LIABILITY SHALL APPLY WHETHER A CLAIM OR LIABILITY ARISES IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), AND EVEN IF INTEGRITY COMPLIANCE 360 INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR LIABILITY. THIS LIMITATION SHALL SPECIFICALLY SURVIVE A FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES THAT MAY BE PROVIDED IN THIS AGREEMENT. 

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. 

9.                          TERM AND TERMINATION. 

Subject to this Section, this Agreement will remain in full force and effect while you use the Platform and Dashboard. We may (a) suspend your rights to use the Platform or Dashboard (including your Integrity Compliance 360 Inc. account) or (b) terminate this Agreement, at any time and for any reason whatsoever, at our sole, absolute and complete discretion, upon thirty (30) days’ prior written notice. Upon termination of this Agreement, your Integrity Compliance 360 Inc. account and right to access and use the Platform and Dashboard will terminate immediately. You understand that any termination of your Integrity Compliance 360 Inc. account may involve deletion of some or all of your User Data from our Services and databases. Integrity Compliance 360 Inc. will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Integrity Compliance 360 Inc. account or deletion of your User Data. Sections 3.4, 4.4, 4.5, and 5 – 12 of this Agreement will survive termination. 

10.                    COPYRIGHT POLICY. 

Integrity Compliance 360 Inc. seeks to respect the intellectual property of others and asks that users of our Platform and Dashboard do the same. In connection with our Platform and Dashboard, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials. If you believe that any portion or content of our Platform or Dashboard unlawfully infringes the copyright(s) in a work and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent: 

·       Your physical or electronic signature; 

·       Description of the copyrighted work(s) that you claim has been infringed; 

·       Description of the material on our services that you claim is infringing and that you request us to remove; 

·       Sufficient information to permit us to locate such material; 

·       Your address, telephone number, and e-mail address; 

·       A statement that you have a good-faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and 

·       A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner. 

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsity) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement. 

The Designated Copyright Agent for Integrity Compliance 360 Inc. is: 

Eric Frank 

HelloFact, Inc. d/b/a Integrity Compliance 360 Inc. 

7957 N. University Dr., Suite 251, Parkland, FL 33067 

(954) 228-3309 

info@ic360.io 

11.                    CHOICE OF LAW, ARBITRATION AGREEMENT, JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND FORUM SELECTION. 

11.1 Choice of Law. 

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law provisions. 

11.2 Pre-Arbitration Dispute Resolution. 

We are always interested in resolving disputes amicably and efficiently, and most user concerns can be resolved quickly and to the user’s satisfaction by emailing us at info@ic360.io. If such efforts prove unsuccessful, a party may seek to submit the dispute to arbitration by sending to the other party, by certified mail, a written Notice of Dispute. The Notice of Dispute to us should be sent to the address identified in this Agreement below (“Notice Address”). 

11.3 Arbitration Agreement. 

Except for disputes brought in small claims court, all disputes between you and Integrity Compliance 360 Inc. arising out of, relating to, or in connection with the Platform or Dashboard shall be exclusively settled through binding arbitration pursuant to the then-current rules of the American Arbitration Association (” AAA “) for consumer arbitration. There is no judge or jury in arbitration. Arbitration procedures are simpler and more limited than rules applicable in court and review by a court is limited. YOU AND INTEGRITY COMPLIANCE 360 INC. AGREE THAT ANY SUCH ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. Notwithstanding any provision in this Agreement to the contrary, if the class-action waiver in the prior sentence is deemed invalid or unenforceable, however, neither you nor we are entitled to arbitration. This arbitration agreement is subject to the Federal Arbitration Act. The arbitrator’s award may be entered in any court of competent jurisdiction. Notwithstanding any provision in this Agreement to the contrary, we agree that if Integrity Compliance 360 Inc. makes any future change to this dispute resolution provision, it will not apply to any individual claim(s) that you had already provided notice of to IC360. Information on AAA and how to start arbitration can be found at www.adr.org. 

11.4 Confidentiality. 

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties. 

11.5 Future Changes to Arbitration Agreement. 

Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Platform or Dashboard, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement). 

11.6 Forum Selection. 

If the arbitration procedure in this Section is found unenforceable or not to apply for a given dispute, then the parties agree that the proceeding must be brought exclusively in a federal court of competent subject matter jurisdiction with geographic jurisdiction over New Castle County, Delaware, or any part thereof. 

12.                    CONSENT TO RECEIVE NOTICES ELECTRONICALLY. 

You consent to receive electronically any agreements, notices, disclosures, and other communications (collectively, “Notices”) to which this Agreement refers including, without limitation, by e-mail, posting information and materials online at Integrity Compliance 360 Inc.’s website(s), or other electronic communication technology that may hereafter be adopted or developed. You agree that all Notices that we provide to you electronically satisfy any legal requirements that such communications be in writing. Also, please note that your consent to receive notices is separate from any election that you make with respect to receipt of marketing communications, which is discussed under the Privacy Policy. 

13.                    GENERAL. 

13.1 Availability. 

Integrity Compliance 360 Inc. will make reasonable efforts to keep the Platform and Dashboard operational. However, certain technical difficulties, routine maintenance/upgrades and other events outside the control of Integrity Compliance 360 Inc. may, from time to time, result in temporary interruptions to the Platform and Dashboard. In addition, Integrity Compliance 360 Inc. reserves the right at any time and from time to time to modify or discontinue (on a temporary or permanent basis) certain functions of the Website or Services or the entirety of the Platform and Dashboard, with or without notice. 

13.2 No Support or Maintenance. 

You acknowledge and agree that Integrity Compliance 360 Inc. will have no obligation to provide you with any support or maintenance in connection with the Platform or Dashboard. 

13.3 Changes to Terms of Use. 

You agree that Integrity Compliance 360 Inc. may modify this Agreement at any time by adding new terms or by deleting or amending existing terms. Such modifications will be effective as of the date that the updated terms are posted on Integrity Compliance 360 Inc.’s website or through the Platform or Dashboard (“Effective Date”). Your continued access to and use of the Platform and Dashboard after the Effective Date constitutes your acknowledgment of such modifications and your agreement to abide, and be bound, by the Agreement as modified. If you do not accept such modification(s), then you must stop using the Platform and Dashboard. 

13.4 Access and Use Where Prohibited. 

Access to and use of the Platform or Dashboard are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement. 

13.5 Operation of the Platform from the United States of America. 

By accessing and using the Platform and Dashboard, you acknowledge and agree that Integrity Compliance 360 Inc. controls and operates all parts of the Platform and Dashboard from its offices in the United States of America. Unless expressly stated to the contrary, Integrity Compliance 360 Inc. makes no representation that the Platform or Dashboard is appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all marketing or promotional materials found on or accessible through the Platform and Dashboard are solely directed to individuals, companies, or other entities located in the United States of America. Integrity Compliance 360 Inc. reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on or through the Platform or Dashboard is void where prohibited. If you access or use the Platform or Dashboard from outside the United States of America, you are entirely responsible for compliance with applicable local laws and other applicable laws. You may not use any portion of the Platform or Dashboard in violation of applicable export laws and regulations. 

If you access the Platform or Dashboard from outside the United States, you acknowledge and agree that your information may be transferred to and maintained on computers and servers located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. Your consent to the Agreement followed by your submission of such information represents your agreement to the transfer of such information to the United States and the collection, use, and disclosure of your information in accordance with United States law and the Integrity Compliance 360 Inc. Privacy Policy. 

13.6 Miscellaneous. 

Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision, nor shall any single or partial exercise by Integrity Compliance 360 Inc. of any right or power hereunder preclude further exercise of that or any other right hereunder. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Nothing contained herein shall be construed to establish an employment, partnership, or joint venture relationship between you and IC360. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Integrity Compliance 360 Inc.’s prior written consent, in its sole and absolute discretion, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees. In the event Integrity Compliance 360 Inc.’s performance of this Agreement, or any obligation hereunder, is prevented, restricted, or interfered with by reason of acts of God or of the public enemy, acts of the Government in its sovereign capacity, fires, floods, epidemic, pandemic, public health emergency, strikes, picketing or boycotts, or any other circumstances caused by natural occurrences or third party actions beyond the reasonable control and without the fault or negligence of Integrity Compliance 360 Inc., Integrity Compliance 360 Inc. shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction or interference. 

14.                    INTEGRITY COMPLIANCE 360 INC. CONTACT INFORMATION: 

Copyright © 2024 Integrity Compliance 360 Inc. d/b/a IC360. All rights reserved. 

More information is available at ic360.io. 

Integrity Compliance 360 Inc. may be contacted by email at info@ic360.io. 

Last Updated: May 22, 2024 

Appendix A 

Definitions 

“Confidential Information” means all information belonging to you that is not known generally to the public or your competitors. Confidential Information includes, but is not limited to: (i) trade secrets, inventions, software code, patents, copyrights, trademarks, service marks, product methodologies and specifications, information about goods, products or services under development, research, development or business plans, survey results, pricing or other financial information, confidential reports, customer lists and contact information (including potential customers), information about orders from and transactions with customers, potential customers, sales, marketing and acquisition strategies and plans, pricing strategies, information relating to sources of data used in goods, products and services, computer programs, computer system documentation, production manuals, operations books, educational materials, audio, visual or electronic recordings, customer and potential customer communications, customer contracts (including drafts), or personnel information owned or controlled by you; (ii) information and materials provided by a customer, potential customer, business partner, or potential business partner or acquired from such a customer or business partner; and (iii) information which is marked or otherwise designated or treated as confidential or proprietary by you. 

“Consulting Services” includes, but is not limited to, Integrity Compliance 360 Inc. assistance on licensing inquiries licensing document preparation, operational inquiries, regulatory research, internal control preparation and/or review, policy and procedure preparation and/or review, concept review, technical compliance inquiries, pre-submission compliance reviews, compliance training, operational and technical gap analysis, geolocation testing, audit and risk assessments or any other service mutually agreed between you and IC360. None of the Consulting Services performed shall constitute legal advice and you acknowledge Integrity Compliance 360 Inc. is not acting as a legal advisor and no attorney-client relationship is formed as a result of the performance of the Consulting Services provided. Integrity Compliance 360 Inc. reserves the right to refuse to provide certain Consulting Services. Such refusal to provide Consulting Services may occur if, but is not limited to, a conflict of interest would arise or if the requested services would extend beyond the allocated hours of your Consulting Services or if Integrity Compliance 360 Inc. believes, in its sole discretion, that the requested service is a request for legal advice.