Supplemental Terms of Service for Subscriptions

Last modified: March 26, 2024

Welcome to the supplemental terms of service for ComplianceClerk, LLC. (“ComplianceClerk”) subscription products and subscription packages (collectively, the “Subscriptions”) and certain benefits or services provided by third parties and offered through ComplianceClerk (collectively, the “Third-Party Services”). These terms shall be referred to as “Supplemental Terms of Service for Subscriptions and Third-Party Services” or “Subscription Terms”. Certain services may be bundled with other products such as a compliance package. These Subscription Terms were formerly known as the “Supplemental Terms of Service for Advantage Subscriptions and Third-Party Services” and may still be referenced under that name on the www.ComplianceClerk.com website.

In addition to the other ComplianceClerk terms, these Subscription Terms constitute a legal agreement between you and ComplianceClerk detailing the terms of your use of Subscriptions and Third-Party Services. The Subscription Terms are effective on the date you accept them by purchasing or accepting a promotional trial of a Subscription, or by purchasing a package that includes Third-Party Services (the “Effective Date”). Please read these Subscription Terms carefully.

THESE SUBSCRIPTION TERMS, THE ComplianceClerk TERMS OF USE, TERMS OF SERVICE, PRIVACY POLICY, AND ANY OTHER APPLICABLE TERMS CONSTITUTE THE "AGREEMENT" BETWEEN YOU AND ComplianceClerk. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU: CHANGES, ADDITIONS, OR DELETIONS ARE NOT ACCEPTABLE AND ComplianceClerk MAY REFUSE ACCESS TO PART OR ALL OF A SUBSCRIPTION FOR NONCOMPLIANCE WITH THE SUBSCRIPTION TERMS. THESE SUBSCRIPTION TERMS AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT USE THE SERVICE. To request a refund, contact the ComplianceClerk Customer Care at [email protected].

These Subscription Terms address benefits that may or may not be included in your specific package. The sections discussing benefits included in your package apply to you. Refer to your Welcome Email or My Account page for a complete list of your included benefits. If you are unsure which benefits are included in your package, contact Customer Care at [email protected].

ComplianceClerk works with partners and affiliates whose websites are linked with ComplianceClerk and controlled by parties other than ComplianceClerk (each a “Third-Party Site“). ComplianceClerk is not responsible for and does not endorse the availability, contents, products, services, or use of any Third-Party Site, any website accessed from a Third-Party Site, or any changes to those sites. ComplianceClerk does not guarantee the content or quality of the products or services provided by Third-Party Sites. If you have purchased a package that includes a Third-Party Service, the third party may contact you by email or phone with instructions on how to access your benefits, and you may be required to accept additional terms that are located on the Third-Party Site.

ComplianceClerk Branded Services

  1. Compliance Calendar. If you have purchased a package that includes the ComplianceClerk Compliance Calendar (the “Compliance Calendar”), the following provisions apply to you:
    1. License. ComplianceClerk grants you a nonexclusive, nontransferable worldwide license to access and use the Compliance Calendar during the Membership Term, subject to these Subscription Terms. You shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise make available to any third party the Compliance Calendar or any of its contents; or (ii) modify, edit, reproduce, reverse engineer, alter, enhance, make derivative works based on or referring to, or in any way exploit the Compliance Calendar, its content, or its source code. All rights not expressly granted to you are reserved by ComplianceClerk and its licensors.
    2. Compliance Alerts. The Compliance Calendar may generate email or SMS text message reminders of filing deadlines and other important dates. ComplianceClerk is not liable for your failure to view or read the message or inability to receive the message. The Compliance Calendar is made available to you to help you identify and comply with important deadlines. Compliance with any deadlines, whether or not referenced or communicated by email or SMS text message, is always your sole responsibility.
    3. Compliance Filing Service. If you have purchased a package that includes a compliance filing service, such as an Annual Compliance package, the following provisions apply to you:
      1. Filing Fees. You are responsible for paying government fees.
      2. Responsibility to Provide Information. You must complete an Annual Reports questionnaire at least 15 business days before your filing due date.
  2. Compliance Alerts. We will reach out to you up to five times to remind you of an upcoming filing. We may also contact you about missed filings or changes to your entity’s status with state-filing authorities. You are responsible for informing ComplianceClerk of changes to your contact information.
    1. Eligibility. To qualify for our state-filing service, your entity must be in good standing with the state.
    2. Exclusions. Local, industry-specific, licensing, and tax requirements are not included as part of this state filing service, unless specified otherwise in your package.
    3. Guarantee. ComplianceClerk guarantees that if we miss a deadline for a filing included as part of our state filing service, we will pay the penalty. If the filing cannot be completed because of your inaction or error, or because you did not pay the filing fee, this guarantee will not apply. If your entity is not in good standing with the state before the filing deadline, this guarantee will not apply. This guarantee does not apply to the filing of your federal and state business income tax returns.
    4. Not Legal Advice. ComplianceClerk is not a law firm and does not provide legal advice or representation. The legal forms library is not a substitute for the advice of an attorney.
  3. Cloud Storage Services. If you have purchased a package that includes access to cloud storage services for online content storage, sharing and processing of files, materials, data, text, audio, video, images, or other content (collectively, “Content”), hosted through the ComplianceClerk website and applications (“Cloud Services” or “Cloud Service”), the following provisions apply to you:
    1. Access to the Cloud Service. You may use the Cloud Services on a non-exclusive basis, solely in strict compliance with these Terms and all applicable laws.
    2. Service Provider. You acknowledge and agree that ComplianceClerk does or may work with third-party sub-providers (each a “Cloud Service Provider”) of our choice to provide some or all of the Cloud Services.
    3. Your Account. Only you may use your Cloud Services. You must keep your account and passwords confidential and not authorize any third party to access or use the Cloud Service on your behalf, unless we provide an approved mechanism for such use. ComplianceClerk and our Cloud Service Provider will not be liable for any loss or damages arising from any unauthorized use of your account.
    4. Content. Except for material we license to you, we don’t claim ownership of any content that is transmitted, stored, or processed in your account(s). We also don’t control, verify, or endorse the Content that you and others make available on the Cloud Services. We provide functions that allow you to control who may access your Content. If you enable the features that allow you to share the Content with others, anyone you’ve shared Content with (including the general public, in certain circumstances) may have access to your Content. You hereby grant ComplianceClerk and its contractors the right to transmit, use, and disclose Content posted on the Cloud Services to the extent necessary to provide the Cloud Services, as otherwise permitted by these Terms, or as described in the ComplianceClerk Privacy Policy.

You represent and warrant that: (a) you have all the rights in the Content necessary for you to use the Cloud Services and to grant the rights in this Cloud Storage Services Section; and (b) the storage, use or transmission of the Content doesn’t violate any law or these Terms.

You will: (a) be solely responsible for the nature, quality and accuracy of the Content; (b) ensure that the Content (including the storage or transmission thereof) complies with these Terms and any and all applicable laws, and regulations; (c) promptly handle and resolve any notices and claims relating to the Content, including any notices sent to you by any person claiming that any Content violates any person’s rights, such as takedown notices pursuant to the Digital Millennium Copyright Act and any other notices; and (d) maintain appropriate security, protection, and backup copies of the Content, which may include your use of additional encryption technology to protect the Content from unauthorized access. ComplianceClerk will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any Content.

    1. Unauthorized Use. You must immediately notify ComplianceClerk in writing of any unauthorized use of: (a) any Content, (b) any account, or (c) the Cloud Services that come to your attention. In the event of any such unauthorized use by a third party that obtained access through you, you will take all steps necessary to terminate such unauthorized use. You will provide ComplianceClerk with such cooperation and assistance related to any such unauthorized use as ComplianceClerk may request.
    2. Data Limits. ComplianceClerk reserves the right to limit the amount of Content you may store on the Cloud Services.
    3. Content Stored in the United States. The Cloud Services are provided from the United States. By using and accessing the Cloud Services, you understand and consent to the storage and processing of the Content and any other personal information in the United States. ComplianceClerk and our Cloud Service Provider reserve the right to store and process personal information outside the United States, and will use commercially reasonable efforts to provide you with notice of any such changes in the processing location.
    4. Acceptable Use. You must not use the Cloud Services to harm others or the Cloud Services. For example, you must not use the Cloud Services to harm, threaten, or harass another person, organization, or ComplianceClerk and/or to build a similar service or website. You must not: damage, disable, overburden, or impair the Cloud Services (or any network connected to the Cloud Services); resell or redistribute the Cloud Services or any part of it; use any unauthorized means to modify, reroute, or gain access to the Cloud Services or attempt to carry out these activities; or use any automated process or Cloud Services (such as a bot, a spider, or periodic caching of information stored by ComplianceClerk) to access or use the Cloud Services. In addition, you promise that you will not and will not encourage or assist any third party to:
  2. modify, alter, tamper with, repair or otherwise create derivative works of any software;
  3. reverse engineer, disassemble or decompile the software used to provide or access the Cloud Services, including the software, or attempt to discover or recreate the source code used to provide or access the Cloud Services, except and only to the extent that the applicable law expressly permits doing so;
  4. use the Cloud Service in any manner or for any purpose other than as expressly permitted by these Terms, the Privacy Policy, any user guides or any other policy, instruction or terms applicable to the Cloud Services that are available on the Cloud Services (“Policies”);
  5. sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Cloud Services to any third party;
  6. remove, obscure or alter any proprietary rights notice pertaining to the Cloud Services;
  7. access or use the Cloud Services in a way intended to improperly avoid incurring fees or exceeding any usage limits or quotas;
  8. use the Cloud Services in connection with the operation of nuclear facilities, aircraft navigation, communication systems, medical devices, air traffic control devices, real time control systems or other situations in which the failure of the Cloud Services could lead to death, personal injury, or physical property or environmental damage;
  9. use the Cloud Services to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) store or transmit inappropriate Content, such as Content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (iv) store or transmit any Content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;
  10. interfere with or disrupt servers or networks used by ComplianceClerk or its Cloud Service Provider to provide the Cloud Services or used by other users’ to access the Cloud Services, or violate any third party regulations, policies, or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any software or the Cloud Services;
  11. access or attempt to access ComplianceClerk’s or our Cloud Service Provider’s other accounts, computer systems or networks not covered by these Terms, trough password mining or any other means; or
  12. cause, in ComplianceClerk’s sole discretion, inordinate burden on the Cloud Services or ComplianceClerk’s system resources or capacity.

ComplianceClerk and our Cloud Service Provider will make all judgements concerning the applicability of these guidelines in our sole and exclusive discretion. We reserve the right, in our sole discretion, to determine whether and what action to take in response to each violation, and any action or inaction in a particular instance will not dictate or limit our response to a future complaint. We will not assume or have any liability for any action or inaction with respect to any Content.

We may automatically check your version of the Software. We may also automatically download to your computer or device new versions of the Software.

Any software is licensed, not sold. Unless we notify you otherwise, the software license ends when your Cloud Services end. You must then promptly uninstall the Software, or we may disable it. You must not work around any technical limitations in the Software.

The software is subject to applicable U.S. export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users, and end use. Without limitation, you may not transfer the software or Cloud Services without U.S. government permissions to anyone on U.S. government exclusion lists (see the Commerce Department’s compliance list at http://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern. You represent and warrant that you’re not on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above.

Payment Terms

  1. Fees. If you purchase a Subscription, you will be charged either monthly and/or at the beginning of your Subscription Term, depending on the package you selected at the time of purchase. The length of time between when your subscription starts and when it renews (your “Subscription Term”) will depend on the option that you selected at the time of purchase. ComplianceClerk currently offers monthly, six-month, and annual subscriptions.

By choosing a subscription product or service, you agree that ComplianceClerk may store one or more payment methods for your account, and you are authorizing ComplianceClerk to charge these payment methods as explained in these terms.We may obtain automatic updates for any expiring credit cards you have provided.

Even if you do not use our products or services, you are responsible for paying the full cost of your subscription until you cancel your subscription or until it is otherwise terminated. For more information about canceling your Subscription, see the Termination and Cancellation section below.

Your Subscription Term begins as soon as your initial payment is processed. The date that your initial payment is processed will be considered your “Billing Date” and will be used to determine when your future payments are due.

If you have chosen to purchase an annual subscription that is paid monthly, you will continue to be billed monthly at the cost agreed to at the time of purchase for the entire year of your initial Subscription Term.

Monthly Subscriptions: If you selected a monthly subscription, your subscription automatically renews each month without notice until you cancel.

Six Month Subscriptions: If you selected a six-month subscription, your subscription automatically renews every six months. You may be sent a reminder email before your subscription renews. Unless required by law in the state where you reside, we are not obligated to provide this notice. If you do not receive a renewal reminder, or we fail to send a renewal reminder, you will still be required to pay for your subscription if you do not cancel the subscription prior to its renewal.

Annual Subscriptions: If you selected an annual subscription, your subscription automatically renews each year. You may be sent a reminder email before your subscription renews. Unless required by law in the state where you reside, we are not obligated to provide this notice. If you do not receive a renewal reminder, or we fail to send a renewal reminder, you will still be required to pay for your subscription if you do not cancel the subscription prior to its renewal.

If you have purchased an annual subscription that is paid annually (referred to as an “Annual plan, prepaid”), you will be responsible for paying the entire annual subscription cost when your subscription renews.

If you have purchased an annual subscription that is paid on a monthly basis (referred to as an “Annual plan, paid monthly”), you will be responsible for paying all twelve monthly payments once your subscription has renewed. Your first monthly payment will be collected at the time of your subscription renewal.

The cost of your subscription will be the same as the cost at the time of purchase, unless adjusted by ComplianceClerk. In the event of an adjustment, we will notify you in writing in advance of charging the new subscription cost.

Unless you cancel your subscription, you will be automatically charged for the cost of your subscription on your Billing Date. If your purchase date is on the 29th through the 31st day of any month, your Billing Date for any payments due that in months with fewer days will fall on the last day of the month.

We may adjust your Billing Date and are not required to tell you in advance if we make an adjustment. If we adjust your Billing Date, this will be reflected by a charge to your account on a prorated basis according to the number of days that have passed since the Billing Date of your latest renewal charge.

  1. Promotional Trial Memberships. We sometimes offer customers trial memberships, all of which are subject to these Subscription Terms (unless otherwise stated in the offer). For a trial or other promotional membership with no initial charge, you agree we may authorize a charge of up to one dollar ($1) to your method of payment to verify your payment source. AT THE COMPLETION OF A TRIAL MEMBERSHIP, UNLESS YOU CHOOSE TO CANCEL THROUGH THE “MY ACCOUNT” PORTAL, YOUR SUBSCRIPTION WILL RENEW AUTOMATICALLY AND YOUR CREDIT CARD WILL BE CHARGED TO BEGIN YOUR INITIAL MEMBERSHIP TERM.

Use of Service

  1. General Practices. You acknowledge that ComplianceClerk may establish general practices and limits concerning use of its Subscriptions or Third-Party Services, including the maximum number of forms you may access in the Library in a given period of time, the number of times (and the maximum duration for which) you may access the Library in a given period of time, the maximum number of days that data, schedules, calendars, or other uploaded content will be retained by the Compliance Calendar or Minutes Manager, and the maximum disk space that will be allotted on ComplianceClerk’s servers on your behalf.

ComplianceClerk is not liable for the deletion of or failure to store any content maintained or transmitted by any Subscription benefit.

ComplianceClerk may subcontract any obligations required under a Subscription without your consent.

  1. Responsibility for Misuse. You may not: (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise make available to any party the benefits granted to you by or any content in your Subscription; or (ii) change, reproduce, reverse engineer, make derivative works based on or referring to, or in any way exploit the licenses you have been granted with your Subscription, or content or source code in your Subscription.

You are responsible for all expenses incurred or other actions that may occur through your use of a Subscription. You must alert us immediately of any fraudulent, unauthorized, illegal, or suspicious use of a Subscription or Subscription benefits, or any other breach of security or unauthorized or illegal activity that you reasonably suspect.

  1. Authority to Enter Agreement. If you are entering into these Subscription Terms on behalf of a company or other legal entity, you represent that you have the legal authority to bind that entity to these terms and understand that the terms “you” or “your” refer to that entity. If you do not have that authority or if you do not agree with these Subscription Terms, you may not sign up for or use any Subscription or Third-Party Service. If after your purchase we find that you do not have authority to bind the entity for which you ordered, you will be personally responsible for the obligations in these Subscription Terms and the order you placed, including all payment obligations. ComplianceClerk is not liable for any loss or damage resulting from our reliance on any communication reasonably believed by us to be genuine and originating from an authorized representative of your company. If there is reasonable doubt about the authenticity of any communication, we may, but are not obliged to, require additional authentication from your company.
  2. Changes to Subscriptions.
    1. General Changes. ComplianceClerk may discontinue the offering of a Subscription, including the functionality, content, or availability of any features of Subscriptions or Third-Party Services, at any time in its sole discretion. We may also impose limits on features and services or restrict your access to all or part of the Subscription. However, you have the right to cancel your membership should we materially decrease benefits.

If we add new features to a Subscription, including releasing new forms in the Library or adding Third-Party Services, the new features will be subject to these Subscription Terms.

If you add a product or service to your subscription, ComplianceClerk has the discretion to charge you a prorated portion of the costs to align your renewal date with your current subscription. ComplianceClerk will provide you notice before doing so.

Termination or Cancellation

  1. By ComplianceClerk.
    1. ComplianceClerk may terminate your use of all or part of the Subscriptions or Third-Party Services in its sole discretion. As your sole remedy, we will refund to you any prepaid fees specifically related to the current term of that Subscription or Third-Party Service.
    2. If you have not made any payment on your Subscription within 15 days after your Billing Date, ComplianceClerk may suspend your services and terminate that Subscription. If we do not suspend your services or terminate your Subscription immediately, we reserve our right to do so in the future.
    3. Your right to use a Subscription is subject to any limits established by ComplianceClerk or by your credit card issuer. If payment cannot be charged to your credit card or your charge is returned for any reason, including through a chargeback, ComplianceClerk may, in its sole and absolute discretion, suspend or terminate your access and account, which will terminate these Subscription Terms and our obligations under them. If a charge made to your credit card is declined, ComplianceClerk may make up to five attempts to bill that card over a thirty-day period or until your Subscription is terminated, whichever occurs first.
    4. If you wish to reactivate your account after a termination, there will be no setup or reactivation fees. However, if your account was terminated for nonpayment, it will be reactivated only after ComplianceClerk receives the full amount past due. If an expired account is reactivated, the new term begins on the reactivation date.
  2. By Subscriber.
    1. You may examine these Subscription Terms for ten days after you have received them. If during this period you decide that you are not satisfied with the Subscription Terms, you may have any prepaid amounts refunded, and these Subscription Terms will be considered voided as if they had not been issued.
    2. For all Subscriptions you may cancel your Subscription at any time by emailing our Customer Care Center at [email protected]. After you have cancelled, your Subscription will remain active until the end of then-current period, unless otherwise specified in these terms.
  3. Services After Termination. After your Subscription is terminated or your Membership Term has ended, you will not be able to access the corresponding Subscription offerings.

Other

  1. Dispute Resolution. The parties shall arbitrate all disputes and claims pursuant to the Dispute Resolution by Binding Arbitration section of the Terms of Service.
  2. Non-English-Speaking Customers. I understand that certain materials on the ComplianceClerk site, including but not limited to questionnaires, documents, instructions, and filings, are only available in English. Non-English translations of these Terms, as well as other terms, conditions, and policies, are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and controls.
  3. NO GUARANTEE. LAWS, REGULATIONS, AND ADMINISTRATIVE REQUIREMENTS CHANGE OFTEN, AND THEIR APPLICATION AND IMPACT VARY FROM COMPANY TO COMPANY AND INDUSTRY TO INDUSTRY. FORMS, EMAILS AND SMS TEXT MESSAGE COMMUNICATIONS ARE NOT INTENDED TO PROVIDE OR SUBSTITUTE FOR ACCOUNTING, LEGAL, BUSINESS, TAX, OR OTHER PROFESSIONAL ADVICE OR SERVICES. THEY ARE OFFERED FOR INFORMATION PURPOSES ONLY. COMPLIANCE WITH ALL LAWS AND REGULATIONS REMAINS YOUR SOLE AND ABSOLUTE RESPONSIBILITY. BEFORE TAKING ANY BUSINESS OR LEGAL ACTION BASED ON INFORMATION FROM THE SITE, THE LIBRARY OR ANY EMAIL OR SMS TEXT MESSAGE COMMUNICATION, YOU SHOULD CONSULT WITH A FINANCIAL OR LEGAL PROFESSIONAL TO VERIFY DEADLINES AND DETERMINE WHETHER SUCH ACTIONS ARE APPROPRIATE FOR YOU BASED ON YOUR PERSONAL OR BUSINESS NEEDS. WITH THE EXCEPTION OF THE COMPLIANCE PACKAGE FILING GUARANTEE, NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ARE GIVEN REGARDING THE LEGAL OR OTHER CONSEQUENCES RESULTING FROM THE USE OF ANY SUBSCRIPTION.