Terms of Service

1.Agreement and acceptance

This Agreement is between Cevgate LLC, an Arizona limited liability company doing business as ComplyRUO, and the Merchant (defined below). “ComplyRUO,” the “Service,” the “Company,” “we,” “us,” or “our” means Cevgate LLC, an Arizona limited liability company, doing business as ComplyRUO. “Merchant,” “you,” or “your” means the business that accesses or uses ComplyRUO and, where applicable, the individual who accepts this Agreement on that business’s behalf.

This Agreement becomes binding on you when you do any of the following, whichever happens first: create or register a ComplyRUO account; install, activate, or configure the ComplyRUO plugin; access or use the Service in any way; or click “I agree,” “Accept,” or a similar button or checkbox.

Capacity and authority to bind. You represent and warrant that you are at least 21 years old; that you have the full right, power, and authority to enter into this Agreement and to bind the business on whose behalf you act; that the business is a duly formed legal entity in good standing under the laws of its jurisdiction of formation; and that, by accepting this Agreement, both you individually and that business are bound by it. If you do not have that authority, or if the business does not agree to these Terms, you may not access or use the Service.

Click-through and continued-use acceptance. Your acceptance is given both by your click-through assent (account creation, plugin installation, configuration, or clicking an acceptance control) and by your continued access to or use of the Service. Each continued use of the Service after these Terms or any update take effect is a renewed acceptance of the then-current Terms. If you do not agree, your only remedy is to stop using the Service.

Electronic acceptance. You consent to enter into this Agreement and related notices and disclosures electronically, and you agree that your electronic acceptance, account creation, plugin installation, or continued use has the same legal effect as a handwritten signature. You agree that records of your acceptance and use, including timestamps and logs we maintain, are admissible evidence of this Agreement and your assent to it. Your broader consent to electronic communications is set out in Section 22.

Incorporated documents. This Agreement incorporates by reference, and you also agree to, the Acceptable Use Policy (the “AUP”), the Privacy Policy, the Data Processing Addendum (the “DPA”), and the Compliance & Attestation Policy. If you participate in the ComplyRUO affiliate program, the Affiliate Program Agreement also applies. The order of precedence among these documents is set out in Section 22.

The version you accept governs. The version of this Agreement in effect when you accept it governs your use of the Service, subject to Section 21 (Changes). We may update these Terms from time to time, and your continued use of the Service after an update takes effect constitutes acceptance of the updated Terms.

1.1 Acceptance and acceptance records

Acceptance of this Agreement occurs through the signup clickwrap presented during account creation (the “I agree,” “Accept,” or equivalent control), together with the other acceptance events described above. To create a reliable record of that assent, ComplyRUO records, at the time of acceptance, the accepted version identifier of these Terms, a content hash of the accepted Terms, and the timestamp, IP address, and user agent associated with the acceptance, and retains that record. You agree that this record is admissible and is conclusive evidence of the version you accepted and of your assent to it, absent manifest error. A material change to these Terms requires your re-acceptance through the clickwrap before you may continue to use the Service, consistent with Section 21, and ComplyRUO records each re-acceptance in the same manner.

2.Definitions

In this Agreement, capitalized terms have the meanings set out below or where they are first defined.

• “ComplyRUO,” the “Service,” the “Company,” “we,” “us,” “our” means Cevgate LLC, an Arizona limited liability company, doing business as ComplyRUO.
• “Merchant,” “you,” “your” means the business that uses ComplyRUO and, where applicable, the individual accepting on its behalf.
• “Buyer” or “Customer” means the Merchant’s end customer, a research counterparty that purchases from the Merchant.
• “Affiliate” (when referring to the program) means a participant in the ComplyRUO affiliate program. When used in the lower case to describe a corporate relationship, “affiliate” means an entity that controls, is controlled by, or is under common control with a party.
• “Stripe” means Stripe, Inc. and its affiliates, in their capacity as the payment processor and acquirer.
• “Card Networks” means Visa, Mastercard, American Express, Discover, and other payment card networks.
• “Stripe Agreements” means the Stripe Services Agreement, the Stripe Connected Account Agreement, and the Stripe Prohibited & Restricted Businesses List, each as Stripe amends them from time to time.
• “Connected Account” means the Merchant’s own Stripe account connected to ComplyRUO through Stripe Connect.
• “Service” means the ComplyRUO software, plugin, hosted services, application programming interfaces, documentation, dashboards, and related compliance infrastructure that we make available, as configured by the Merchant.
• “RUO” means Research Use Only.
• “Attestation” means the locked researcher acknowledgment a Buyer must complete at the Merchant’s gate before proceeding, together with the tamper-evident record we maintain of it.
• “Fees” means the amounts payable in connection with the Service as described in Section 9.
• “Card Network Liabilities” means the fines, assessments, penalties, fees, reserves, withholdings, clawbacks, and losses described in Section 13.
• “Indemnified Parties” means ComplyRUO and Cevgate LLC and each of their affiliates, members, managers, officers, directors, employees, contractors, agents, licensors, successors, and assigns.

3.What ComplyRUO is and is not; no advice; no reliance

ComplyRUO is software and compliance infrastructure only. It provides tools that help a Merchant present a research-counterparty gate, capture a locked attestation, maintain a tamper-evident record, run a periodic compliance scan, and connect its own Stripe account for payment acceptance. Nothing more should be inferred from the Service.

ComplyRUO is not a payment processor, bank, acquirer, money transmitter or money services business, merchant of record, fiduciary, escrow agent, insurer, broker, financial or investment advisor, law firm or lawyer, accountant or tax advisor, and is not a medical, scientific, or regulatory authority. ComplyRUO does not provide legal, regulatory, compliance, tax, accounting, financial, scientific, or medical advice, and nothing in the Service, on our site, in any scan, in any score, or in any communication from us is, or should be relied on as, such advice.

No reliance. You acknowledge, represent, and agree that you have obtained, or have had the opportunity to obtain, your own independent legal, regulatory, compliance, tax, accounting, financial, scientific, and medical advice, and that you do not rely, and have not relied, on ComplyRUO, its site, its tools, its compliance scans, its scores, its attestation records, or any statement by us in deciding to operate your business, to make any product or labeling decision, or to accept payments. You assume full responsibility for your own evaluation of the legality and suitability of your business and products.

ComplyRUO does not decide payment approval. ComplyRUO does not underwrite, approve, decline, settle, hold, or route funds, and it does not control whether any transaction is approved or whether any account is opened, continued, restricted, or closed. Stripe and the Card Networks underwrite, decide, and act at their sole discretion.

No guarantees. ComplyRUO does not guarantee approval, continued processing, or any particular outcome, and it does not guarantee freedom from holds, reserves, freezes, fines, assessments, chargebacks, MATCH or Terminated Merchant File listing, account review, suspension, or termination. The Service is a set of preventive tools, not insurance and not a warranty of any result.

No responsibility for third parties. ComplyRUO is not responsible or liable for the acts or omissions of Stripe, any Card Network, any bank, processor, acquirer, regulator, or law-enforcement body, or any other third party, and your relationship with each of them is governed by your agreements with them.

3.1 No verification of Buyers

ComplyRUO does not verify the identity, age, credentials, licensure, qualifications, institutional affiliation, or bona fides of any Buyer or research counterparty. The researcher gate and the attestation capture the Buyer’s own self-affirmation only; they are an unverified self-declaration by the Buyer, not a check, certification, or confirmation by ComplyRUO.

COMPLYRUO MAKES NO REPRESENTATION THAT ANY BUYER IS A GENUINE OR QUALIFIED RESEARCHER, THAT ANY ATTESTATION IS TRUE, OR THAT THE GATE PREVENTS OR EXCLUDES ANY INELIGIBLE OR BAD-FAITH BUYER. DECIDING WHETHER AND TO WHOM TO SELL, AND ANY RELIANCE ON AN ATTESTATION, IS SOLELY THE MERCHANT’S RESPONSIBILITY AND THE BUYER’S OWN REPRESENTATION.

This subsection is reinforced by, and should be read together with, the disclaimer of liability for the verification system and software in Section 16.

4.Eligibility and the single permitted vertical

ComplyRUO supports a single, narrow use case by design. To be eligible to use the Service, you must operate a lawful business that sells Research Use Only (RUO) peptides, and you must sell them strictly business-to-business to qualified research counterparties. Direct-to-consumer sales are not permitted. All Buyers must be at least 21 years of age, and nothing may be sold for human or animal consumption.

The Acceptable Use Policy governs in detail what may and may not be sold, claimed, or done through the Service, and it mirrors and incorporates Stripe’s Prohibited & Restricted Businesses requirements. You must read, accept, and comply with the AUP. A breach of the AUP is a breach of these Terms.

We may decline to provide, or may discontinue providing, the Service to any business in our sole discretion, including where a business or its products, claims, customers, or conduct fall outside this permitted vertical or present risk to ComplyRUO, Stripe, or the Card Networks. Eligibility to use the Service does not entitle you to a Stripe account or to card acceptance; Stripe decides that separately.

5.High-risk acknowledgment and assumption of risk

You acknowledge that the sale of Research Use Only peptides is treated by Stripe, banks, acquirers, and the Card Networks as a high-risk vertical, that pharmaceutical and peptide businesses are commonly classified at the highest risk tier, and that businesses in this vertical are subject to heightened scrutiny, monitoring, fees, reserves, holds, and the risk of fines, listing, and termination. You enter into this Agreement and use the Service with full knowledge of that risk.

YOU EXPRESSLY AND VOLUNTARILY ASSUME ALL RISK OF ACCOUNT REVIEW, HOLDS, RESERVES, FREEZES, FINES, ASSESSMENTS, PENALTIES, CHARGEBACKS, WITHHOLDINGS, CLAWBACKS, MATCH OR TERMINATED MERCHANT FILE LISTING, REGISTRATION OR MONITORING UNDER ANY CARD-NETWORK PROGRAM, SUSPENSION, AND TERMINATION BY STRIPE, ANY BANK, ANY ACQUIRER, ANY PROCESSOR, OR ANY CARD NETWORK, WHETHER OR NOT FORESEEABLE. YOU IRREVOCABLY WAIVE, RELEASE, AND DISCLAIM ALL CLAIMS AND RECOURSE OF ANY KIND AGAINST COMPLYRUO AND THE INDEMNIFIED PARTIES ARISING FROM OR RELATING TO ANY OF THE FOREGOING.

This assumption of risk is in addition to, and does not limit, the disclaimers in Section 16, the limitation of liability in Section 17, and the allocation of card-network fines and recoupment in Section 13. This Section survives termination of this Agreement and your use of the Service.

6.The Service, license, restrictions, and intellectual property

Subject to this Agreement, ComplyRUO grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business operations in the permitted vertical. The Service includes, as we make them available:

• the ComplyRUO plugin for WordPress and WooCommerce;
• the researcher gate that a Buyer must pass before proceeding;
• the locked attestation, including the fixed RUO and FDA wording that the Merchant may not alter;
• periodic (commonly weekly) automated compliance scanning of the Merchant’s storefront for indicators of prohibited content or claims; and
• the Stripe Connect integration that lets the Merchant accept card payments on its own Connected Account.

Provided as configured by the Merchant. The Service operates on, and reflects, the content, settings, products, listings, and configuration that the Merchant supplies and controls. ComplyRUO does not create, select, edit, endorse, or independently verify the Merchant’s products, listings, descriptions, claims, pricing, or customers, and the Merchant remains solely responsible for all of them.

We may change the Service. We may add, change, suspend, limit, or discontinue any feature or part of the Service at any time, with or without notice. We may also impose or change usage limits, perform maintenance, and update the plugin and our hosted components. We are not liable to you or to any third party for any modification, suspension, or discontinuance of the Service or any feature.

Restrictions and anti-circumvention. You will not, and will not permit or enable any third party to:

• copy, modify, translate, or create derivative works of the Service except as expressly permitted;
• reverse engineer, decompile, or disassemble the Service or attempt to derive its source code, except to the extent that restriction is prohibited by law;
• rent, lease, sell, resell, sublicense, distribute, or provide the Service to third parties as a service bureau or on a time-sharing basis;
• scrape, crawl, harvest, index, or use automated means to extract data or content from the Service except as we expressly authorize;
• use the Service, its outputs, its scores, or its scans for competitive analysis or benchmarking, or to build, train, or improve a competing product or service;
• circumvent, disable, weaken, bypass, tamper with, or interfere with the researcher gate, the locked attestation, the compliance scan, any security or authentication feature, any rate limit, or any usage limit;
• probe, scan, or test the vulnerability of the Service, or breach or circumvent any security or authentication measure, without our prior written authorization; or
• use the Service in violation of the AUP, the Stripe Agreements, any Card Network rule, or any law.

Intellectual property. As between the parties, ComplyRUO and its licensors own all right, title, and interest in and to the Service, including all software, designs, text, databases, scans, scores, documentation, and marks, and all intellectual property rights in them. No rights are granted to you except as expressly stated, and all rights not expressly granted are reserved. You own your own content and data, and you grant us a license to host, process, and use it as needed to provide, secure, monitor, and improve the Service and as described in the Privacy Policy and the DPA.

Feedback license. If you submit any suggestions, ideas, enhancement requests, recommendations, or other feedback about the Service, you grant ComplyRUO a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, and otherwise exploit that feedback for any purpose, without restriction, attribution, or any obligation, compensation, or accounting to you.

7.Your account, security, and information accuracy

To use the Service you must create or connect an account and may be issued or asked to set credentials, including an account key and authenticated sessions. You agree to provide accurate, current, and complete information when you register and to keep it accurate, current, and complete throughout your use of the Service. We may rely on the information you provide.

KEEPING YOUR INFORMATION ACCURATE IS A MATERIAL OBLIGATION. ANY MATERIAL MISREPRESENTATION, INACCURACY, OR OMISSION IN THE INFORMATION YOU PROVIDE, OR YOUR FAILURE TO PROMPTLY CORRECT IT, IS A MATERIAL BREACH OF THIS AGREEMENT AND IS GROUNDS FOR IMMEDIATE SUSPENSION OR TERMINATION AND FOR REPORTING TO STRIPE, THE CARD NETWORKS, BANKS, PROCESSORS, AND GOVERNMENTAL OR LAW-ENFORCEMENT AUTHORITIES.

You are responsible for all activity under your account. You are responsible for all use of, and all activity occurring under, your account and credentials, whether or not authorized by you, and for safeguarding your account key, passwords, tokens, sessions, and other credentials. You will not share credentials except with authorized personnel, will keep them confidential, and will use commercially reasonable measures to prevent unauthorized access.

You must notify us promptly at support@complyruo.com if you suspect any unauthorized access to or use of your account or any other security incident affecting the Service. We are not liable for any loss arising from unauthorized use of your account, and you may be liable for losses incurred by us or others due to such use.

8.Payments, Stripe, and the Card Networks

Payments run on the Merchant’s own Connected Account through Stripe Connect. ComplyRUO facilitates the connection; it does not process, acquire, settle, route, or hold the funds.

THE MERCHANT IS THE MERCHANT OF RECORD FOR EVERY TRANSACTION. COMPLYRUO IS NEVER THE MERCHANT OF RECORD AND NEVER HOLDS, TOUCHES, RECEIVES, POSSESSES, ROUTES, OR CONTROLS MERCHANT FUNDS, BUYER FUNDS, OR SETTLEMENT AMOUNTS. THE MERCHANT BEARS 100% OF ALL CHARGEBACKS, REFUNDS, RETURNS, DISPUTES, AND RESERVES, AND OF ALL RELATED LIABILITIES, FEES, AND COSTS.

Your Stripe relationship. Your acceptance of card payments is governed by your direct agreements with Stripe, including the Stripe Agreements. You must establish and maintain your own Connected Account in good standing, and you must at all times independently maintain your own compliance with the Stripe Agreements and with all applicable Card Network rules and operating regulations. The Stripe Agreements and the Card Network rules are flowed down to you and incorporated into this Agreement by reference, and you agree to be bound by them as if you had executed them directly. To the extent there is any conflict between this Agreement and the Stripe Agreements as to your conduct toward Stripe or the Card Networks, the stricter obligation applies and the Stripe Agreements and Card Network rules govern your relationship with Stripe and the Card Networks.

Stripe and the Card Networks control approval and risk. Stripe and the Card Networks underwrite, approve, decline, monitor, and act in their sole discretion. They may, among other things, apply or change reserves, withholdings, holds, and set-offs; require information; delay or reverse settlement; impose fines, assessments, and fees; suspend, restrict, or terminate accounts; and list a merchant on MATCH or the Terminated Merchant File. These are their decisions, not ours.

Refunds, chargebacks, and customer service. As the merchant of record, you are solely responsible for fulfillment, customer service, refunds, returns, disputes, and chargebacks, and for any related liabilities, fees, and reserves. ComplyRUO does not adjudicate disputes between you and your Buyers or between you and Stripe.

No liability for Stripe or the Card Networks. ComplyRUO is not liable for any act or omission of Stripe, any Card Network, any bank, acquirer, processor, or regulator, including any decision to approve, decline, hold, reserve, fine, assess, suspend, list, or terminate. Any dispute you have with any of them is between you and them.

8.1 Platform dependency on Stripe and the Card Networks

You acknowledge that the Service depends on Stripe and the Card Networks and on ComplyRUO’s own platform-level relationships with them. If Stripe or any Card Network restricts, suspends, deregisters, or terminates ComplyRUO, its platform account, or its Stripe Connect platform at the platform level, or changes its rules in a way that makes the Service impracticable, ComplyRUO may suspend, limit, or discontinue the Service, in whole or in part, with or without notice. The Fees are earned per completed transaction and are non-refundable; on any such suspension or discontinuation you are not owed, and ComplyRUO will not provide, any refund or credit of Fees already earned on past transactions. This is in addition to ComplyRUO’s rights under Sections 6, 9, and 18.

9.Fees, taxes, interest, and collections

ComplyRUO is free to install and use. You pay a per-transaction fee on the payments you process through the Service, as follows:

By using the Service, you authorize ComplyRUO and Stripe to calculate, deduct, and collect the Fees automatically through Stripe Connect from each transaction processed on your Connected Account.

Taxes. The Fees are exclusive of any taxes. You are responsible for all taxes, levies, duties, and assessments associated with your use of the Service and your business, including sales, use, value-added (VAT), goods-and-services (GST), excise, and similar taxes, other than taxes imposed on ComplyRUO’s net income. If we are required to collect or remit any tax on a Fee, you will pay that tax in addition to the Fee. Amounts payable to ComplyRUO are net of any withholding; if any withholding is required, you will gross up the payment so that ComplyRUO receives the full amount it would have received absent the withholding.

Non-refundable Fees. The Fees are non-refundable, including where a transaction is later refunded, reversed, charged back, or disputed; a refund or reversal of the underlying payment does not entitle you to a refund of any ComplyRUO application fee, except where a refund is required by law.

Changes to Fees. We may change the Fees, including the rate, the per-transaction amount, and the application-fee portion, on notice to you (for example by posting an update or by an in-account or email notice). The Fees are assented to at account creation through the clickwrap, and a fee increase requires your re-acceptance through the clickwrap before it takes effect as to you, consistent with Sections 1.1 and 21. Your continued use of the Service after a fee change takes effect, or your re-acceptance, is your acceptance of the changed Fees.

Failed collection, set-off, re-charge, interest, and collections. Any amount not collected through Stripe Connect for any reason, and any other amount you owe us (including amounts under Sections 13 and 14), remains due. We may set off that amount against any sum we owe or hold for you, re-charge or charge any payment method, bank account, or card on file, issue an immediate invoice, and refer the amount to collection or pursue any other legal remedy. Past-due amounts accrue interest from the due date until paid in full at the lesser of 1.5% per month or the maximum rate permitted by law, and you are responsible for all costs of collection, including reasonable attorneys’ fees and collection-agency costs. The parties agree that this 1.5% per month is a time-based commercial finance charge on past-due amounts as permitted by A.R.S. § 44-1201, accruing only with the passage of time until payment, and is not a fixed penalty or liquidated sum. This Section survives termination.

10.Merchant representations, warranties, and responsibilities

You represent, warrant, and covenant, on a continuing basis for as long as you use the Service, that each of the following is and remains true:

• your products are Research Use Only, and they are correctly labeled with the RUO and FDA wording, including “For research use only. Not for human or animal consumption”;
• your sales are strictly business-to-business to qualified research counterparties, and you make no direct-to-consumer sales;
• all Buyers are at least 21 years of age;
• nothing you sell is sold, marketed, or intended for human or animal consumption;
• you make no medical, therapeutic, diagnostic, efficacy, dosing, or curative claims, and no claims of safety for consumption, about any product, anywhere, including on your storefront, in advertising, on packaging, and in communications;
• all product information, descriptions, specifications, and labeling you provide are accurate and not misleading;
• you hold, and will maintain, all licenses, permits, registrations, and authorizations required for your business and products;
• every sale you make is lawful where it is made and where it is delivered; and
• you are not, and are not owned or controlled by, a sanctioned, denied, debarred, or otherwise barred party, as further described in Section 11.

Sole responsibility for legality and compliance. You are solely responsible for the legality of your products and your business; for correct RUO and FDA labeling; for refraining from medical, therapeutic, efficacy, or human or animal consumption claims; for obtaining and maintaining all licenses and permits; and for compliance with all applicable laws, including the Federal Food, Drug, and Cosmetic Act and FDA rules (including the intended-use standard at 21 CFR §201.128), the Federal Trade Commission Act, the Controlled Substances Act and DEA rules, the Federal Analogue Act, applicable state law, export controls and economic sanctions, anti-money-laundering law, and privacy law, AND for full compliance with the Stripe Agreements and all Card Network rules.

You are also responsible for your content, listings, claims, customers, and data; for maintaining your own books, records, and tax filings; for your own information security and incident response; and for promptly correcting any non-compliance that you become aware of or that we identify. ComplyRUO does not assume any of these responsibilities, and the Service does not relieve you of any of them.

No reliance restated. Reliance on the Service, including the gate, the locked attestation, the compliance scan, and any score, does not constitute, and is not a substitute for, your own legal and regulatory compliance, and you represent that you do not rely on the Service for that purpose. Any misrepresentation, omission, or breach of the representations in this Section is a material breach of this Agreement and grounds for immediate suspension or termination and for reporting under Sections 7 and 12.

11.Trade compliance: export, sanctions, anti-corruption, and anti-money-laundering

Export control and economic sanctions. You will comply with all applicable export-control, import-control, and economic-sanctions laws and regulations, including those administered by the U.S. Department of Commerce, the U.S. Department of State, and the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). You represent and warrant that you are not, and are not owned or controlled by, and you will not provide access to the Service to, or transact through the Service with, any person or entity that is the target of any sanctions, that appears on any government restricted-party, denied-party, or specially designated nationals list, or that is located in, organized under the laws of, or ordinarily resident in any embargoed or comprehensively sanctioned country or territory. You will not use the Service for any prohibited end use or in support of any such party.

Anti-corruption. You will comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and similar laws. You represent, warrant, and covenant that you have not and will not, directly or indirectly, offer, promise, give, authorize, solicit, or accept any bribe, kickback, or other improper payment or thing of value to or from any person, including any government official, in connection with your business or the Service.

Anti-money-laundering. You will comply with all applicable anti-money-laundering, counter-terrorist-financing, and know-your-customer laws and regulations, including the Bank Secrecy Act and related rules. You represent, warrant, and covenant that you do not and will not use the Service to launder money, to finance terrorism, or to process, conceal, or transfer the proceeds of unlawful activity, and that the funds involved in your transactions derive from lawful sources.

No transaction laundering or third-party aggregation. You covenant that you process only your own bona fide Research Use Only sales through the Service, and that you will not aggregate, factor, launder, or process transactions for or on behalf of any third party, nor submit any transaction that does not arise from a genuine sale by you as the true merchant of record. You will not use the Service to disguise the nature, source, or true merchant of any transaction. You acknowledge and agree that ComplyRUO, Stripe, and the Card Networks may monitor for merchant-of-record mismatch, transaction laundering, and abnormal velocity or patterns, and that any such activity is a material breach and grounds for immediate suspension or termination and for reporting under Sections 7 and 12.

Any breach of this Section is a material breach of this Agreement and grounds for immediate suspension or termination and for reporting under Sections 7 and 12. This Section survives termination.

12.Consent to monitoring, recordkeeping, and disclosure

You authorize ComplyRUO to operate the compliance features of the Service. Specifically, you authorize, on an ongoing basis, the periodic (commonly weekly) automated compliance scan of your storefront and listings for indicators of prohibited content or claims, and you authorize ComplyRUO to capture, generate, and maintain the locked attestation and the tamper-evident attestation record for transactions that pass through the Service, as further described in the Compliance & Attestation Policy, the Privacy Policy, and the Data Processing Addendum.

MONITORING IS A PREVENTIVE TOOL, NOT A GUARANTEE. THE COMPLIANCE SCAN AND THE ATTESTATION RECORD DO NOT CERTIFY, WARRANT, OR GUARANTEE THAT YOUR BUSINESS, PRODUCTS, CONTENT, OR TRANSACTIONS ARE LAWFUL OR COMPLIANT, AND THEY DO NOT ENSURE APPROVAL, CONTINUED PROCESSING, OR FREEDOM FROM ANY FINE, HOLD, RESERVE, CHARGEBACK, REVIEW, LISTING, OR TERMINATION. YOU REMAIN IN CONTROL OF, AND SOLELY RESPONSIBLE FOR, YOUR OWN CONTENT AND COMPLIANCE.

ComplyRUO may, but is not obligated to, review, flag, withhold, restrict, or remove the benefit of the Service in connection with content or conduct that we believe violates these Terms, the AUP, the Stripe Agreements, any Card Network rule, or any law, or that presents risk to ComplyRUO, Stripe, or the Card Networks. We do not undertake a duty to detect every violation, and any failure to detect or act does not waive our rights or create any liability.

Recordkeeping and disclosure. You authorize ComplyRUO to retain compliance records and you expressly consent to ComplyRUO disclosing information about you, your account, your storefront, your transactions, and your compliance status to Stripe, the Card Networks, banks, acquirers, processors, auditors, and governmental or law-enforcement authorities, as we deem necessary or appropriate, or as required, and without further notice to you, to operate the Service, to comply with the Stripe Agreements and Card Network rules, to respond to legal process, or to protect ComplyRUO, the payments ecosystem, or the public. We handle personal data as described in the Privacy Policy and the DPA.

12.1 Notice of regulatory or law-enforcement contact

You covenant that you will notify ComplyRUO at support@complyruo.com within seventy-two (72) hours of any contact, inquiry, subpoena, warning letter, civil investigative demand, audit, investigation, or other communication you receive from the U.S. Food and Drug Administration (FDA), the Federal Trade Commission (FTC), the Drug Enforcement Administration (DEA), any state regulator or attorney general, or any law-enforcement body, concerning your business, products, claims, customers, or use of the Service. You acknowledge and agree that ComplyRUO may, on learning of any such contact, immediately suspend, restrict, or terminate your access to all or part of the Service under Section 18, and that doing so does not entitle you to any refund of Fees.

13.Card-network fines, assessments, and recoupment

The Card Networks and Stripe impose substantial fines, assessments, fees, and other liabilities on the parties in the payments chain, and pharmaceutical and peptide businesses are treated as high risk. The amounts can be large and can be passed through to ComplyRUO because of your business or your breach. This Section allocates that risk entirely to you and gives ComplyRUO broad recovery rights.

13.1 The programs and what they can cost

• Mastercard BRAM (Business Risk Assessment and Mitigation). BRAM protects the Mastercard system against illegal and brand-damaging transactions. Violation fines are commonly in the range of approximately $5,000 to $200,000 or more per violation, and can run up to approximately $2,500 per day while a violation remains unresolved. Violations can also lead to MATCH listing.
• Visa VIRP (Visa Integrity Risk Program), which replaced the Global Brand Protection Program (GBPP) in May 2023. Pharmaceutical merchants are classified Tier 1 (highest risk). VIRP imposes registration fees (approximately $950), per-transaction fees (approximately $0.10), and processed-volume fees (approximately 0.10%), and Visa may impose per-merchant fines up to approximately $25,000 for attempts to evade registration, for example by manipulating a merchant category code or merchant name. Visa also operates acquirer monitoring through the Visa Acquirer Monitoring Program (VAMP).
• MATCH (Mastercard Alert to Control High-risk Merchants), also called the Terminated Merchant File (TMF). A merchant terminated for cause can be listed for approximately five years, which can effectively bar it from obtaining card acceptance elsewhere.

The figures above are provided for context only, are approximate and subject to change by the Card Networks and Stripe, and do not limit your liability, which is for the actual amounts imposed.

13.2 Your full and sole liability

YOU ARE FULLY AND SOLELY LIABLE FOR, AND YOU WILL IMMEDIATELY REIMBURSE COMPLYRUO FOR, ANY FINE, ASSESSMENT, PENALTY, REGISTRATION OR PROGRAM FEE, FEE, RESERVE, WITHHOLDING, CLAWBACK, SET-OFF, OR LOSS THAT ANY CARD NETWORK, STRIPE, ACQUIRER, BANK, PROCESSOR, OR REGULATOR IMPOSES ON, CHARGES TO, PASSES THROUGH TO, OR ASSESSES AGAINST COMPLYRUO OR CEVGATE LLC IN CONNECTION WITH YOUR BUSINESS, TRANSACTIONS, PRODUCTS, CLAIMS, CONTENT, CUSTOMERS, OR BREACH, INCLUDING WITHOUT LIMITATION MASTERCARD BRAM FINES AND ASSESSMENTS, VISA VIRP, GBPP, VAMP, AND VFMP FEES AND FINES, AMERICAN EXPRESS AND DISCOVER FINES, AND MATCH OR TERMINATED MERCHANT FILE LISTINGS. YOU ACKNOWLEDGE THAT THESE AMOUNTS CAN BE SUBSTANTIAL.

13.3 ComplyRUO’s recovery rights

For any amount described in Section 13.2, ComplyRUO may recover the full amount, plus its costs and expenses and reasonable attorneys’ fees, plus any consequential damage to ComplyRUO arising from the matter, including harm to ComplyRUO’s own standing or relationships with Stripe or the Card Networks. ComplyRUO may exercise this recovery right by any one or more of the following, in any order and without prior notice except as required by law:

• charging your payment method, bank account, or card on file;
• setting off or deducting the amount from any sum ComplyRUO owes to you or holds for you, including through Stripe Connect;
• invoicing you, with payment due immediately on receipt; and
• pursuing collection, and any other legal action and remedy available at law or in equity.

13.4 Recovery of actual amounts; reimbursement and indemnity

The amounts recoverable under this Section are the actual fines, assessments, penalties, registration and program fees, fees, reserves, withholdings, clawbacks, set-offs, costs, and losses actually imposed on, charged to, passed through to, or assessed against ComplyRUO, plus ComplyRUO’s actual costs and expenses described in Section 13.3. This Section is a reimbursement and indemnity for those actual amounts as and when they are incurred; it does not fix, estimate, liquidate, or pre-agree any sum, and it is not a penalty. ComplyRUO will, on request, provide reasonable documentation of the actual amount incurred.

Internal severability. If any part of this Section 13.4 is held invalid or unenforceable, that holding does not affect, impair, or limit Section 13.2 (your full and sole liability) or Section 13.3 (ComplyRUO’s recovery rights), which remain in full force and effect, and the reimbursement and indemnity of actual amounts will be enforced to the fullest extent permitted by law.

13.5 Joint and several liability

Where more than one Merchant entity or person is involved in the business, the account, or the breach, their liability under this Section 13 is joint and several.

13.6 Platform-level and portfolio assessments

Some fines, assessments, fees, reserves, or registrations are imposed by a Card Network or Stripe at the platform or portfolio level rather than against a single merchant (for example, a Visa VIRP registration assessed against ComplyRUO’s platform, or a reserve or assessment imposed against ComplyRUO’s Stripe Connect platform) and are attributable in part to your business or your segment. For any such platform-level or portfolio assessment, you are liable for your pro-rata share, allocated reasonably by ComplyRUO by reference to your processed volume and the relative risk your business contributes, and ComplyRUO’s allocation is binding absent manifest error. This is recovery of an actual, allocated amount and is subject to Sections 13.2 through 13.4 and ComplyRUO’s recovery rights in Section 13.3.

13.7 Personal guaranty and security interest

Each individual who accepts these Terms on behalf of the Merchant personally, absolutely, unconditionally, and severally guarantees the full and timely payment and reimbursement of the Merchant’s obligations under Sections 9, 13, and 14, as a primary obligor and not merely as a surety, and ComplyRUO may proceed against that individual without first proceeding against the Merchant. To secure the Merchant’s payment and reimbursement obligations under Sections 9, 13, and 14, the Merchant grants ComplyRUO a continuing security interest in the Merchant’s Stripe receivables, payouts, and account balances, and authorizes ComplyRUO to file one or more UCC-1 financing statements and any continuation or amendment necessary to perfect or maintain that security interest. The Merchant will, on request, execute any further documents reasonably necessary to perfect it.

This Section survives termination of this Agreement and your use of the Service.

14.Indemnification

YOU WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS COMPLYRUO AND CEVGATE LLC AND EACH OF THEIR AFFILIATES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUCCESSORS, AND ASSIGNS (THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, INVESTIGATIONS, AUDITS, PROCEEDINGS, GOVERNMENTAL OR REGULATORY OR LAW-ENFORCEMENT ACTIONS, LOSSES, LIABILITIES, DAMAGES, FINES, PENALTIES, ASSESSMENTS, CHARGEBACKS, RESERVES, NETWORK FINES, JUDGMENTS, SETTLEMENTS, AND COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES, EXPERT FEES, AND EXPENSES) ARISING OUT OF OR RELATED TO: (a) YOUR BUSINESS, PRODUCTS, CONTENT, LISTINGS, CLAIMS, LABELING, OR CUSTOMERS OR BUYERS; (b) YOUR BREACH OR ALLEGED BREACH OF THIS AGREEMENT, THE ACCEPTABLE USE POLICY, THE DATA PROCESSING ADDENDUM, THE STRIPE AGREEMENTS, ANY LAW, OR ANY CARD NETWORK RULE; OR (c) ANY DATA OR PERSONAL INFORMATION OF BUYERS OR OTHERS THAT YOU COLLECT, USE, DISCLOSE, OR PROCESS.

Procedure and control of defense. ComplyRUO will give you notice of a claim subject to indemnification, though a delay in notice does not relieve you of your obligations except to the extent you are materially prejudiced. You must acknowledge the tender in writing and commence an active, diligent defense within fifteen (15) days of ComplyRUO’s tender of the claim; if you do not, or if ComplyRUO reasonably determines that your defense is not being diligently conducted, ComplyRUO may assume the defense and settlement of the claim with counsel of its choice and recover all of its defense costs, attorneys’ fees, expert fees, expenses, and any settlement or judgment as indemnified amounts. ComplyRUO may, at its option and at your expense, participate in the defense with counsel of its choice, and ComplyRUO may assume sole control of the defense and settlement of any claim. You will not settle any claim in a way that imposes any obligation, payment, restriction, or admission on any Indemnified Party, or that does not fully and unconditionally release each Indemnified Party, without ComplyRUO’s prior written consent. You will reasonably cooperate in the defense. For the avoidance of doubt, the defense costs, attorneys’ fees, expenses, settlements, and judgments recoverable under this Section are indemnified amounts and are not subject to the exclusions or the cap in Section 17, consistent with the final paragraph of Section 17.

14.1 Merchant intellectual-property non-infringement

You represent and warrant that your products, content, listings, descriptions, claims, marks, and other materials you supply, configure, or display through the Service (collectively, “Merchant Materials”) do not and will not infringe, misappropriate, or violate any patent, copyright, trademark, trade secret, right of publicity, or other intellectual-property or proprietary right of any third party. You will defend, indemnify, and hold harmless the Indemnified Parties from and against any claim, loss, liability, damage, cost, and expense (including reasonable attorneys’ and expert fees) arising out of or related to any actual or alleged infringement, misappropriation, or violation by the Merchant Materials, on the terms and procedure of this Section.

This Section is in addition to, and not in limitation of, your obligations under Sections 11 and 13 and elsewhere in this Agreement. Your obligations under this Section survive termination of this Agreement and your use of the Service.

15.Confidentiality

Confidential Information. “Confidential Information” means non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances, including the non-public features, security measures, and operation of the Service, pricing and non-public terms, and the Disclosing Party’s business, technical, and financial information.

Obligations. The Receiving Party will use the Disclosing Party’s Confidential Information only to perform under or exercise its rights under this Agreement, will protect it with at least reasonable care, and will not disclose it to any third party except to its personnel and advisors who have a need to know and are bound by confidentiality obligations at least as protective as these.

Exclusions and compelled disclosure. Confidential Information does not include information that is or becomes public through no fault of the Receiving Party, was rightfully known without confidentiality obligation before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Confidential Information. The Receiving Party may disclose Confidential Information if required by law or legal process, provided that, where lawful, it gives reasonable prior notice. ComplyRUO’s disclosures permitted by Section 12 are not a breach of this Section.

The injunctive-relief carve-out in Section 19.6 attaches to a breach or threatened breach of this Section. This Section survives termination.

16.Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPLYRUO AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. COMPLYRUO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR ANY DATA IS FREE OF HARMFUL COMPONENTS. COMPLYRUO DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS, THAT THE SERVICE WILL PREVENT OR REDUCE ANY FINE, ASSESSMENT, HOLD, RESERVE, CHARGEBACK, DISPUTE, REVIEW, MATCH OR TERMINATED MERCHANT FILE LISTING, SUSPENSION, OR TERMINATION, OR THAT IT WILL ENSURE APPROVAL, CONTINUED PROCESSING, COMPLIANCE, OR ANY OTHER OUTCOME. THE COMPLIANCE SCAN IS BEST-EFFORT AND NOT EXHAUSTIVE AND MAY PRODUCE FALSE POSITIVES OR FALSE NEGATIVES; COMPLYRUO MAKES NO WARRANTY AS TO ITS RESULTS OR ANY SCORE.

Without limiting the above, ComplyRUO makes no representation or warranty regarding the legality of your business or products, the conduct or decisions of Stripe, any Card Network, any bank, processor, or regulator, or the results you may obtain from using the Service. Any statements about the Service, including in marketing materials, are not warranties. No advice or information, whether oral or written, obtained from ComplyRUO creates any warranty not expressly stated in this Agreement.

Third-party services, links, and beta features. The Service may interoperate with, link to, or rely on third-party services, websites, content, and integrations (including Stripe and WordPress and WooCommerce components). Those third-party services and links are provided for convenience, are governed by their own terms, and are provided AS IS without any warranty or support by ComplyRUO, and ComplyRUO is not responsible for them. Any feature offered as beta, preview, early-access, evaluation, or similar is provided AS IS and AS AVAILABLE, may be changed or withdrawn at any time, carries no service-level commitment, support, or warranty, and is used at your own risk.

16.1 No liability for the verification system and software implementation

The researcher gate, the attestation flow, the sign-in, and the compliance scan are software tools provided AS IS and AS AVAILABLE. The Merchant configures, deploys, customizes, and maintains them on the Merchant’s own store and under the Merchant’s own control.

COMPLYRUO IS NOT LIABLE FOR THE OPERATION, CONFIGURATION, AVAILABILITY, OR ERRORS OF THE RESEARCHER GATE, THE ATTESTATION FLOW, THE SIGN-IN, OR THE COMPLIANCE SCAN, OR FOR ANY DOWNTIME, ANY BYPASS OR CIRCUMVENTION OF THEM, ANY FALSE, MISTAKEN, OR FRAUDULENT ATTESTATION, OR ANY DECISION, SALE, OR REFUSAL THE MERCHANT MAKES BASED ON THEM. COMPLYRUO DOES NOT WARRANT THAT THE SYSTEM IDENTIFIES, SCREENS, VERIFIES, OR EXCLUDES ANY PARTICULAR BUYER.

This subsection reinforces, and should be read together with, the no-verification-of-Buyers provision in Section 3.1.

Some jurisdictions do not allow certain disclaimers, so some of the above may not apply to you, in which case the disclaimers apply to the fullest extent permitted by law. This Section survives termination.

17.Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, COMPLYRUO AND THE INDEMNIFIED PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT COMPLYRUO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. COMPLYRUO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE SERVICE WILL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES YOU PAID TO COMPLYRUO IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (b) US$100.

The limitations in this Section apply in the aggregate across all claims and theories of liability and reflect a reasonable allocation of risk and an essential basis of the bargain between the parties, without which ComplyRUO would not provide the Service at the stated Fees.

One-year limitations period. To the fullest extent permitted by law, any claim or cause of action arising out of or relating to this Agreement or the Service must be commenced within one (1) year after the claim accrues, or it is permanently barred. This is in addition to, and consistent with, the limitations period in Section 19.4.

Savings clause. Some jurisdictions do not allow the exclusion or limitation of certain damages or liabilities, so some of the above exclusions and limitations may not apply to you. In any such jurisdiction, ComplyRUO’s liability is limited and excluded to the maximum extent permitted by law, and where a complete exclusion is not permitted, ComplyRUO’s aggregate liability is limited to the smallest amount or narrowest scope of liability permitted by that law, but in no event greater than the cap stated above. The disclaimers in Section 16 and the limitations in this Section survive termination of this Agreement and your use of the Service.

YOUR LIABILITY TO COMPLYRUO IS NOT LIMITED. THE EXCLUSIONS AND THE CAP IN THIS SECTION LIMIT ONLY COMPLYRUO’S LIABILITY TO YOU. THEY DO NOT LIMIT YOUR LIABILITY TO COMPLYRUO. YOUR OBLIGATIONS TO COMPLYRUO, INCLUDING UNDER SECTION 9 (FEES, TAXES, INTEREST, AND COLLECTIONS), SECTION 13 (CARD-NETWORK FINES AND RECOUPMENT), AND SECTION 14 (INDEMNIFICATION), AND YOUR LIABILITY FOR ALL DAMAGES, LOSSES, FINES, ASSESSMENTS, COSTS, AND EXPENSES COMPLYRUO INCURS OR BECOMES LIABLE FOR ARISING OUT OF OR RELATED TO YOUR BREACH OF THIS AGREEMENT, THE ACCEPTABLE USE POLICY, ANY LAW, OR ANY CARD NETWORK RULE, ARE NOT SUBJECT TO THE EXCLUSIONS OR THE CAP IN THIS SECTION AND ARE UNLIMITED. THIS LIABILITY INCLUDES BOTH DIRECT LOSSES TO COMPLYRUO AND AMOUNTS COVERED BY SECTIONS 13 AND 14, WHETHER OR NOT THEY ARISE FROM A THIRD-PARTY CLAIM, AND COMPLYRUO MAY RECOVER ITS CONSEQUENTIAL DAMAGES FROM YOU NOTWITHSTANDING THE EXCLUSION ABOVE, WHICH RUNS IN COMPLYRUO’S FAVOR ONLY.

18.Suspension and termination

By you. You may stop using the Service and close your account at any time. Your continuing obligations, including for Fees accrued, Card Network Liabilities, and indemnification, survive.

By us, for cause, for risk, and for convenience. We may suspend, restrict, or terminate your access to all or part of the Service at any time, in our sole discretion, with or without notice and with immediate effect where we perceive risk, including for any breach or suspected breach of this Agreement, the Acceptable Use Policy, the Stripe Agreements, any law, or any Card Network rule; for any conduct, content, product, or claim we consider non-compliant, deceptive, or harmful; for any risk we perceive to ComplyRUO, Stripe, the Card Networks, the payments ecosystem, or any person; for non-payment or chargeback or fraud risk; at the direction or request of Stripe, a Card Network, a bank, a processor, or an authority; or for our convenience or if we discontinue the Service. We may also act through Stripe Connect to disconnect or limit your Connected Account’s use of the Service.

Effect of termination and data-export window. On suspension or termination, your license to use the Service ends and your access may be disabled. For a period of thirty (30) days after termination (except where suspension is for risk or where law, the Stripe Agreements, or a Card Network rule requires otherwise), you may request a reasonable export of data associated with your account that we then hold and that we can reasonably provide, in a format of our choosing; after that window, and subject to our recordkeeping and legal-retention obligations, we may delete or retain your data as described in the Privacy Policy and the DPA and as required to comply with law and the Stripe Agreements. Suspension or termination does not relieve you of any obligation that accrued before it, and it does not entitle you to any refund of Fees.

Continuing obligations and survival. Your obligations that by their nature should survive will survive termination, as set out in Section 22 (Survival). Any amounts you owe remain due and may be collected as described in Sections 9 and 13.

18.1 Business continuity and records survival

If ComplyRUO voluntarily discontinues the Service, it will give the Merchant sixty (60) to ninety (90) days’ advance notice. The Merchant may at any time export its own attestation ledger and account records in a machine-readable format through continuous self-serve export that ComplyRUO provides. This export right as to the Merchant’s own records does not collapse, expire, or become unavailable if the account is suspended or restricted for risk; it persists so the Merchant can retrieve its own compliance records. On voluntary discontinuation, ComplyRUO will provide a data-return consistent with the Data Processing Addendum. This Section 18.1 narrows, and prevails over, any shorter window, format-of-our-choosing limitation, or loss-on-suspension limitation elsewhere in this Section as to the Merchant’s own attestation ledger and records.

19.Dispute resolution; binding arbitration; class-action waiver

PLEASE READ THIS SECTION CAREFULLY. It requires you and ComplyRUO to resolve disputes through binding individual arbitration and limits the ways you can seek relief. By agreeing to these Terms, you and ComplyRUO each waive the right to a trial by jury and the right to participate in a class action or representative action. There is no opt-out from this Section.

Fairness recital. The parties intend this Section to provide an affordable, mutual, and enforceable arbitration forum that applies equally to both parties. They intend that no provision of this Section operate to make arbitration prohibitively costly for either party or to deny either party a meaningful forum, and this Section should be read and applied consistent with that intent.

19.1 Informal resolution first

Before starting an arbitration, the party with a dispute will send the other a written notice describing the dispute and the relief sought: to ComplyRUO at support@complyruo.com, and to you at the email or account contact on file. The parties will then attempt in good faith to resolve the dispute informally for at least sixty (60) days. If the dispute is not resolved within that period, either party may begin arbitration. This informal-resolution step is a condition precedent to arbitration.

19.2 Agreement to arbitrate

YOU AND COMPLYRUO AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE, THE FEES, OR YOUR RELATIONSHIP WITH COMPLYRUO, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) UNDER ITS COMMERCIAL ARBITRATION RULES, AND NOT IN COURT, EXCEPT AS STATED BELOW. THE FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION AGREEMENT. THE SEAT AND LEGAL PLACE OF ARBITRATION IS ARIZONA, AND THE ARBITRATION MAY PROCEED IN ARIZONA OR BY REMOTE MEANS AS THE AAA RULES ALLOW. THE ARBITRATOR HAS EXCLUSIVE AUTHORITY TO RESOLVE ALL THRESHOLD AND PROCEDURAL QUESTIONS, INCLUDING ARBITRABILITY, EXCEPT THAT A COURT WILL DECIDE THE ENFORCEABILITY OF THE CLASS-ACTION AND REPRESENTATIVE-ACTION WAIVER IN SECTION 19.3.

19.3 Jury-trial waiver; class-action and representative-action waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND COMPLYRUO EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND COMPLYRUO EACH AGREE THAT DISPUTES WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, AND MAY AWARD RELIEF ONLY TO THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE THAT PARTY’S INDIVIDUAL CLAIM.

19.4 One-year limitations period

To the fullest extent permitted by law, any dispute arising out of or relating to this Agreement or the Service must be commenced within one (1) year after the claim accrues. Otherwise, the claim is permanently barred.

19.5 Coordinated and mass-arbitration batching; confidentiality

If twenty-five (25) or more arbitration demands raising similar claims are filed by or with the assistance or coordination of the same or coordinated counsel or organizations, the parties agree that the demands will be administered as a single coordinated proceeding under the AAA Mass Arbitration Supplementary Rules, which the parties elect by name, and resolved in staged batches or tranches. If the AAA declines to administer the demands or to apply those rules, the parties agree that JAMS will administer the coordinated proceeding under its comparable mass-arbitration procedures as a fallback administrator. The parties will cooperate with the administrator to designate a reasonable number of demands as an initial bellwether batch to be filed and arbitrated first, with the remaining demands stayed; after the bellwether batch is decided, the parties will participate in a good-faith mediation checkpoint, with a mediator selected through the administrator, to attempt to resolve the remaining demands using the bellwether outcomes, before any further batch proceeds. This process is designed to promote efficiency and applies notwithstanding any conflicting rule; any applicable statute of limitations and the one-year period in Sections 17 and 19.4 are tolled for stayed demands while batching, the bellwether process, and the mediation checkpoint are pending.

The arbitration, including its existence, the proceedings, the submissions, and any award, is confidential, and each party will keep them confidential except as necessary to prepare for or conduct the arbitration, to enforce or challenge an award, as required by law, or with the other party’s written consent.

19.6 Exceptions, severability, and the non-severable blow-up

Either party may bring an individual claim in small-claims court if it qualifies. Either party may also seek genuine injunctive or other equitable relief in a court of competent jurisdiction in Arizona solely to protect its intellectual property or Confidential Information (Section 15). This carve-out is limited to genuine injunctive and equitable relief to protect intellectual property and Confidential Information only; it does not route any claim for money damages, including any claim under Section 13 or Section 14, to court, and all money claims are resolved in arbitration. Nothing in this Section prevents either party from seeking interim or provisional relief from a court in aid of arbitration to preserve the status quo or prevent irreparable harm pending the arbitrator’s decision, and seeking such relief is not a waiver of the agreement to arbitrate. This narrow carve-out does not permit either party to avoid arbitration of the merits of any other dispute.

19.7 Cost allocation

ComplyRUO will advance the AAA filing and arbitration fees to the extent they exceed what the Merchant would have paid to file the same claim in the court that would otherwise have jurisdiction, so that arbitrating is not more costly to the Merchant than filing in court would have been. Fees so advanced are refundable to ComplyRUO, or reallocated between the parties, as and to the extent the arbitrator directs in the award.

THE CLASS-ACTION AND REPRESENTATIVE-ACTION WAIVER IN SECTION 19.3 IS NON-SEVERABLE FROM THE AGREEMENT TO ARBITRATE. IF THAT WAIVER IS HELD UNENFORCEABLE AS TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THEN THE AGREEMENT TO ARBITRATE IS VOID ONLY AS TO THAT CLAIM OR REQUEST, WHICH WILL PROCEED IN A COURT OF COMPETENT JURISDICTION IN ARIZONA, AND ALL REMAINING CLAIMS WILL BE ARBITRATED. IF THE CLASS-ACTION AND REPRESENTATIVE-ACTION WAIVER IS HELD UNENFORCEABLE IN ITS ENTIRETY, THEN THE ENTIRE AGREEMENT TO ARBITRATE IN SECTION 19.2 IS VOID AND ALL DISPUTES WILL BE RESOLVED IN THE COURTS IDENTIFIED IN SECTION 20.

20.Governing law

This Agreement and any dispute arising out of or relating to it or the Service are governed by the laws of the State of Arizona, excluding its conflict-of-laws rules, and, where applicable, the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For any matter that is not subject to arbitration under Section 19, you and ComplyRUO consent to the exclusive jurisdiction and venue of the state and federal courts located in Arizona, and you waive any objection to that venue, including on grounds of inconvenient forum.

21.Changes to the Service and to these Terms

We may modify the Service as described in Section 6. We may also modify this Agreement from time to time. When we do, we will post the updated Agreement with a new “Last updated” date and, where we consider a change material, we will provide additional notice, such as an in-account or email notice. Changes are effective when posted, or on any later date stated in the notice. Your continued access to or use of the Service after the changes take effect constitutes your acceptance of the updated Agreement. If you do not agree to a change, you must stop using the Service; stopping use is your means of rejecting a change. We may require you to re-accept the Agreement to continue using the Service.

22.General

Assignment. We may assign or transfer this Agreement, in whole or in part, including to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets, without your consent. You may not assign or transfer this Agreement or any rights or obligations under it without our prior written consent, and any attempted assignment in violation of this Section is void. This Agreement binds and benefits the parties and their permitted successors and assigns.

Entire agreement and order of precedence. This Agreement, together with the documents it incorporates by reference, is the entire agreement between you and ComplyRUO regarding the Service and supersedes all prior or contemporaneous understandings, communications, and agreements on that subject. If there is a conflict among these documents, the following order of precedence governs the conflict, from highest to lowest: (1) these Terms; (2) the Acceptable Use Policy; (3) the Data Processing Addendum; (4) the Privacy Policy; (5) the Compliance & Attestation Policy; and (6) the Affiliate Program Agreement, except where a higher-listed document expressly states that the lower-listed document controls on a specific point. Your agreements with Stripe and the Card Networks are separate and govern your relationship with them.

Severability and blue-pencil. If any provision of this Agreement is held invalid, illegal, or unenforceable, the adjudicator will modify and reform that provision to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties’ original intent and economic and legal substance as closely as possible; if it cannot be so reformed, it will be severed, and the remaining provisions will remain in full force and effect. This rule is subject to the specific, non-severable rule for the arbitration waiver in Section 19.6.

No waiver. No failure or delay by ComplyRUO in exercising any right under this Agreement is a waiver of that right, and no single or partial exercise of any right precludes any further exercise. A waiver is effective only if in writing and signed by an authorized representative of ComplyRUO.

Force majeure. ComplyRUO is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action, changes in law or Card Network rules, failures or actions of Stripe, the Card Networks, banks, processors, or carriers, internet or utility failures, and denial-of-service or other attacks.

Notices. We may give you notice by posting in the Service, by email to the address on your account, or through your account. You must give us legal notice in writing to support@complyruo.com and, where requested, also through your account. Notices are effective when sent or posted.

Consent to electronic communications. You consent to receive all communications, agreements, notices, disclosures, records, and other information from ComplyRUO electronically, including by email to the address on your account, by posting in or through the Service, or by other electronic means, and you agree that all such electronic communications satisfy any legal requirement that they be in writing and have the same legal effect as if they were in a signed writing. You may withdraw this consent for future communications by contacting support@complyruo.com, but doing so may prevent your continued use of the Service. You are responsible for keeping a valid email address and other contact information on file with us.

Relationship of the parties. The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, or employment relationship, and neither party may bind or incur obligations on behalf of the other.

No third-party beneficiaries except indemnitees. There are no third-party beneficiaries of this Agreement, except that the Indemnified Parties (ComplyRUO’s and Cevgate LLC’s affiliates, members, managers, officers, directors, employees, contractors, agents, licensors, successors, and assigns) are intended beneficiaries of, and may enforce, the assumption of risk, disclaimers, limitations of liability, indemnities, releases, recoupment rights, confidentiality protections, and the arbitration and waiver provisions of this Agreement, including Sections 5, 13, 14, 15, 16, 17, and 19.

Costs of enforcement; prevailing party. You are responsible for all costs and expenses ComplyRUO incurs in enforcing this Agreement or in collecting any amount you owe, including reasonable attorneys’ fees, expert and witness fees, court and arbitration costs, and collection-agency costs, whether or not a suit or arbitration is filed. In any claim, dispute, arbitration, or proceeding arising out of or relating to this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs in addition to any other relief awarded. For this purpose, the “prevailing party” is the party that obtains substantially the relief it sought (whether as claimant or in successfully defending), as determined by the court or arbitrator, consistent with A.R.S. § 12-341.01. This mutual fee-recovery provision is in addition to the specific fee-recovery rights in Sections 9, 13, and 14, which remain in effect, and survives termination.

Interpretation; no contra proferentem. Headings and the table of contents are for convenience only and do not affect interpretation. “Including” means “including without limitation,” words in the singular include the plural and vice versa, “or” is inclusive, and “days” means calendar days unless stated otherwise. This Agreement will be construed according to its fair meaning and not strictly for or against either party, and the rule of contra proferentem (construction against the drafter) does not apply.

Survival. The provisions that by their nature should survive termination or expiration of this Agreement will survive, including the following Sections and any other provision that expressly survives: 2 (Definitions), 3 (no advice; no reliance), 5 (assumption of risk), 6 (restrictions, intellectual property, and feedback license), 7 (information accuracy), 8 (to the extent of accrued obligations), 9 (Fees, taxes, interest, and collections), 10 (representations and responsibilities), 11 (trade compliance), 12 (recordkeeping and disclosure), 13 (card-network fines and recoupment), 14 (indemnification), 15 (confidentiality), 16 (disclaimers), 17 (limitation of liability), 18 (effect of termination), 19 (dispute resolution), 20 (governing law), 22 (general), and 23 (contact).

23.Contact

Questions about this Agreement, and all legal notices, should be sent to support@complyruo.com. For privacy and data matters, contact support@complyruo.com. For help with the Service, contact support@complyruo.com.