Last Updated: December 1, 2024

 

Customer’s access to and use of the OneComply Offering is subject to these additional Product Terms for the OneComply Offering which, along with the MSA and Order Form comprise the Agreement between Customer and Provider for the OneComply Offering.

1. Provider’s Obligations

Provider will:

1.1. Onboard Customer into and provide a high-level walkthrough of the OneComply Platform;

1.2. Use commercially reasonable efforts to make the OneComply Platform available twenty-four (24) hours a day, seven (7) days a week, except for:

1.2.1. planned downtime (of which Provider will give reasonable advance notice via the OneComply Platform); and

1.2.2. any unavailability caused by Force Majeure.

2. Customer’s Restrictions in the OneComply Offering

Customer may access and use the OneComply Offering in the Territory solely for the Permitted Purpose, subject to the following limitations:

2.1. Each Profile is for one designated OneComply User and cannot be shared or used with other OneComply Users, however, Customer may request for Administrative Users or Collaborative Users to be permitted access to such Profile; and

2.2. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Content; and (ii) have sole responsibility for checking the completeness and accuracy of any Regulatory Form(s) completed through the OneComply Platform prior to submission to the applicable Regulatory Authority.

3. Regulatory Forms

Customer acknowledges that:
3.1. Regulatory Forms may not be immediately available in the Platform for all regulatory regimes or jurisdictions;

3.2. There may be a delay from Customer’s date of request for a Regulatory Form not currently available in the OneComply Platform; and

3.3. Provider’s introduction of a new Regulatory Form at request of Customer is at Provider’s sole discretion.

4. Disclaimer

WITHOUT LIMITING ANY OTHER WARRANTY DISCLAIMERS INCLUDED IN THE AGREEMENT, PROVIDER MAKES NO REPRESENTATION OR WARRANTY THAT ANY REGULATORY FORM COMPLETED THROUGH THE ONECOMPLY OFFERING WILL BE COMPLETE OR ACCURATE AND FREE OF ERRORS, NOR WILL MEET APPLICABLE REGULATORY REQUIREMENTS.

5. Definitions for the OneComply Offering

5.1. “Administrative User” means an Authorized User which Customer designates as its OneComply Platform administrator for the purpose of managing Customer’s Authorized Users’ access permissions.

5.2. “Collaborative User” means an Authorized User which Customer permits access to a given Profile for the purpose of accessing information contained the Profile or assisting the individual or entity in completing a Regulatory Form.

5.3. “Disclosure Profile” means either a profile for: (i) an individual legal entity that requires a license by any applicable Regulatory Authority; or (ii) an individual that requires a key employee or equivalent license by any applicable Regulatory Authority.

5.4. “License Control Profile” means a profile that is solely used for tracking an individual or entity’s existing licenses, without the ability to generate any Regulatory Forms.

5.5. “Occupational Profile” means a profile for an individual that requires an occupational, technician, or equivalent license by any applicable Regulatory Authority.

5.6. “OneComply Platform” means the platform for Customer’s use of the OneComply Service, which is accessible by Customer via a Customer-designated website (i.e., CustomerName.onecomply.com).

5.7. “OneComply Offering” means the particular OneComply Offering as identified in the Order Form and described in Appendix A to the Order Form and in the applicable Documentation, if any, including the OneComply Platform and any Optional Features for the OneComply Offering as identified in an Order Form or as selected by Customer within the OneComply Offering.

5.8. “OneComply User” means an End User for whom Customer has purchased Profile subscription(s) for, or Administrative Users or Collaborative Users that Customer requests be permitted access to such Profile(s).

5.9. “Profile” means any of a Disclosure Profile, Occupational Profile, or License Control Profile (and collectively, the “Profiles”)

5.10. “Regulatory Authority” means any federal, state, provincial, or local regulatory agency or governmental agency responsible for regulating or licensing a particular industry or sector.

5.11. “Regulatory Form” means an application or form required for submission or review by a Regulatory Authority.