Welcome to ComplyAPI offered by Amalgamated Token Services, LLC! We provide an online compliance platform for digital assets.
By using this website (“Site”), including by simply viewing content on the Site, you are agreeing that you, and each person you allow to access the Site through your account, will abide by the terms of this Terms of Service (“Agreement”), which is set forth in its entirety below. This Agreement is between you and Amalgamated Token Services, LLC (“we,” “ComplyAPI” or the “Company”), and it governs your access to and use of the services, websites, and applications we offer (the “Services”). Your access to and use of the Services are conditioned on your acceptance of and compliance with this Agreement.
You must meet certain eligibility criteria to use ComplyAPI. By accessing or using ComplyAPI, you represent and warrant that:
Finally, you represent and warrant that you will not be using this site for any illegal activity, including but not limited to money laundering and the financing of terrorism.
In order to access and use the Services, you must create an account with ComplyAPI or provide permission to access to your account on angel.co (an “Account”). You agree to:
We reserve the right to withdraw or amend ComplyAPI, and any Service or material we provide on ComplyAPI, in our sole discretion without notice. We will not be liable if for any reason all or any part of ComplyAPI is unavailable at any time or for any period. From time to time, we may restrict access to users to some parts of ComplyAPI, to certain Accounts or the whole of ComplyAPI, including registered users.
You are responsible for:
You also acknowledge that your account is personal to you and agree not to provide any other person with access to ComplyAPI or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security you may discover or otherwise suspect. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. ComplyAPI may, in its sole discretion, limit the number of Accounts that you may hold, maintain or acquire.
When accessing or using the Services, you agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while using our Services. Without limiting the generality of the foregoing, you agree that you will not:
You agree, that you will not republish or redistribute any information you acquire through the Services via an Internet website, for which one of the principal purposes is to compete with ComplyAPI.
The Services may include tools to fund an account with fiat or digital currencies ("Funds") for purposes of completing one or more purchases at your direction of digital tokens or other assets through third party services. In order to fund to your account through the Services, you must send Funds to the relevant account or wallet identified by ComplyAPI using one of the approved external accounts identified via the Services. You may be required to verify that you control the external account that you use to send Funds. We may, at any time and in our sole discretion, cause the deposit of any Funds to be refunded or impose limits on the amount of Funds that may be deposited via the Services over a given time period or impose any other conditions or restrictions upon your use of the Services without prior notice. You may be charged fees by the external account you use to send Funds. ComplyAPI is not responsible for any external account fees or for the management and security of any external account. You are solely responsible for your use of any external account, and you agree to comply with all terms and conditions applicable to any external account. The timing associated with a transfer of Funds will depend in part upon the performance of third parties responsible for maintaining the applicable external account, and ComplyAPI makes no guarantee regarding the amount of time it may take to load Funds into your Account.
ComplyAPI does not directly or indirectly purchase, sell, or exchange any digital tokens or other assets other than tokens we may receive as compensation for our services.
You acknowledge and agree that:
You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively, "Communications") that ComplyAPI provides in connection with your Account and/or use of the ComplyAPI Services. You agree that ComplyAPI may provide these Communications to you by posting them via the Services, by emailing them to you at the email address you provide, and/or by sending an SMS or text message to a mobile phone number that you provide. Your carrier's normal, messaging, data and other rates and fees may apply to any mobile Communications. You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy. You may also contact us through support email firstname.lastname@example.org to request additional electronic copies of Communications or, for a fee, paper copies of Communications (as described below).
You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to support email email@example.com. If you decline or withdraw consent to receive electronic Communications, ComplyAPI may suspend or terminate your use of the Services.
It is your responsibility to keep your email address and/or mobile phone number on file with ComplyAPI up to date so that ComplyAPI can communicate with you electronically. You understand and agree that if ComplyAPI sends you an electronic Communication but you do not receive it because your email address or mobile phone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, ComplyAPI will be deemed to have provided the Communication to you.
In using our Services, you may view content provided by third parties. We do not control or approve any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties that are linked to our Service, is at your own risk.
OUR SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTY OF ANY KIND. Your use of our Services is at your sole risk. We and our licensors, service providers or subcontractors (if any) make no representations or warranties about the suitability of the information, software, products and services contained in our Services for any purpose or their compliance with any accounting rules, principles or laws, and expressly disclaim any representation or warranty that the Services will be free from errors, viruses or other harmful components, that communications to or from the Services will be secure and not intercepted, that the services and other capabilities offered from the Services will be uninterrupted, or that their content will be accurate, complete or timely.
WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH IN THESE TERMS.
YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS INCLUDING THIRD PARTY DDOS ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER COMPLYAPI NOR ANY PERSON ASSOCIATED WITH COMPLYAPI MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER COMPLYAPI NOR ANYONE ASSOCIATED WITH COMPLYAPI REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, COMPLYAPI HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
IN NO EVENT SHALL OUR COMPANY, OUR DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS OR ANY OF OUR AFFILIATES AND THEIR RESPECTIVE DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES OR THE COMPLYAPI MATERIALS, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM COMPLYAPI AND ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE, OR ANY OTHER LOSS THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO COMPLYAPI'S RECORDS, PROGRAMS OR SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPLYAPI (INCLUDING OUR DIRECTORS, MEMBERS, EMPLOYEES AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, COMPLYAPI OR TO THESE TERMS EXCEED THE FEES EARNED BY COMPLYAPI DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY DIVIDED BY THE NUMBER OF USERS DURING THAT 12 MONTH PERIOD.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Neither these Terms nor any other document, information or Services available on ComplyAPI constitute an offer or solicitation to sell securities. No information presented is intended to form the basis for any investment decision, and no specific recommendations are intended. Accordingly, these Terms do not constitute investment advice or counsel or solicitation for investment in any security and shall not be construed in that way. These Terms do not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities.
ComplyAPI is not acting and cannot act as an advisor, including as to any financial, legal, investment, insurance and/or tax matters. Any information provided by ComplyAPI is for general information only. You are solely responsible for determining whether any contemplated transaction is appropriate for you.
The information presented on or through the ComplyAPI is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the ComplyAPI, or by anyone who may be informed of any of its contents.
ComplyAPI may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect our opinion. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
You agree to indemnify and hold ComplyAPI and each of our officers, directors, members, employees, agents and affiliates and our affiliates’ officers, directors, members, employees, agents (each a “Covered Person”) harmless (including against costs and attorneys’ fees) from any claim, demand, expenses, costs, or fees made by any third party due to or arising out of (a) your access to or use of the Services, (b) the violation of these Terms or any applicable law, rule, or regulation by you, (c) willful misconduct by you, or (d) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Your obligations under the foregoing indemnity may not be offset against any other claim you may have against ComplyAPI or any Covered Person. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle it. You agree that the provisions in this paragraph will survive any termination of your account(s) or the Services.
You hereby release any claims you may have against ComplyAPI and any Covered Person that are in any way related to the Services, including any representations, recommendations or referrals you may receive as a result of your registration with ComplyAPI. You are solely responsible for your use of the Services and for any consequences thereof, including the use of your Content by other users and third party partners.
We may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services. We also have the right to refuse registration of or cancel your user account in our discretion for any reason. Without limiting the generality of the foregoing, you specifically acknowledge that we are exempt from liability to any person for any claim based upon its termination of an account or disabling of access to or removal of all or any portion of the Services, regardless of whether such termination or disabling has the effect of reducing the value of any opportunities that might otherwise have been available to you. By using the Services, you agree that notice to you through an email to the email address you provided in your profile constitutes notification of any removal or disabling if such notice is required.
We will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, ideas or other information or materials regarding ComplyAPI or our Services that you provide, whether by email, posting through our Services or otherwise ("Feedback"). Any Feedback you submit is non-confidential and shall become the sole property of ComplyAPI. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You waive any rights you may have to the Feedback (including any copyrights or moral rights). Do not send us Feedback if you expect to be paid or want to continue to own or claim rights in them; your idea might be great, but we may have already had the same or a similar idea and we do not want disputes. We also have the right to disclose your identity to any third party who is claiming that any content posted by you constitutes a violation of their intellectual property rights, or of their right to privacy. We have the right to remove any posting you make on our ComplyAPI if, in our opinion, your post does not comply with the content standards set out in this section.
Unless otherwise indicated by us, all copyright and other intellectual property rights in all content and other materials contained on ComplyAPI or provided in connection with the Services, including, without limitation, ComplyAPI and its entire contents, features, and functionality (including but not limited to all information, software, designs, text, graphics, pictures, information, data, video sound files, other files and the selection and arrangement thereof (collectively, "ComplyAPI Materials")) are the proprietary property of Amalgamated Token Services LLC or our licensors, clients or suppliers and are protected by international copyright laws, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms permit you to use the ComplyAPI for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the ComplyAPI Materials, except as follows:
You agree not to:
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the ComplyAPI Materials in breach of the Terms, your right to use the ComplyAPI will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the ComplyAPI or any content on the ComplyAPI is transferred to you, and all rights not expressly granted are reserved by us. Any use of the ComplyAPI not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
"ComplyAPI", the ComplyAPI logo and any other ComplyAPI product or service names, logos or slogans that may appear on our Services are trademark and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any trademark, product or service name of ComplyAPI without our prior written permission, including without limitation any metatags or other "hidden text" utilizing any trademark, product or service name of ComplyAPI. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of ComplyAPI and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned through our Services are the property of their respective owners. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
In the event of any Force Majeure Event (as defined in "Miscellaneous" Section), breach of this agreement, or any other event that would make provision of the Services commercially unreasonable for ComplyAPI, we may, in our discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of our Services. We may terminate your access to the Services in our sole discretion, immediately and without prior notice, and delete or deactivate your Account and all related information and files in such account without liability to you, including, for instance, in the event that you breach any term of these Terms. In the event of termination, ComplyAPI will attempt to return any Funds stored in your Account not otherwise owed to ComplyAPI, unless ComplyAPI believes you have committed fraud, negligence or other misconduct.
Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to these Terms (“Dispute”), you and CompalyAPI agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to Amalgamated Token Services, LLC, 814 Montgomery St., San Francisco, CA 94133, ATTENTION: COMPLYAPI LEGAL DEPARTMENT. We will send its notice to your address as set forth in our books and records, or if no such address has been provided, by email to the email address provided by you in connection with your use of the Services.
Binding Arbitration at Option of Either Party. If you and CompalyAPI are unable to resolve a Dispute through informal negotiations, either you or ComplyAPI may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by confidential binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court of proper jurisdiction rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted, at the option of the claimant, either in person or by video conference. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged within a reasonable period of time (not to exceed 30 days) if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and CompalyAPI may litigate in court to compel arbitration, stay proceedings pending arbitration or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. Judgment upon any award rendered by the arbitrator(s) may be entered and enforcement obtained thereon in any court having jurisdiction. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Each party shall have the right to participate by video conference in order to minimize travel and expense burdens. Subject to the sections of these Terms captioned Section IX of this Agreement (“Disclaimer of Warranties”; “Limitations Of Liability” and “Indemnity and Release”), the arbitrator shall have authority to grant any form of appropriate relief, whether legal or equitable in nature, including specific performance.
Restrictions/No Class Actions. You and ComplyAPI agree that any arbitration shall be limited to the Dispute between ComplyAPI and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) no Dispute between you and ComplyAPI is to be arbitrated on a class-action basis or will utilize class action procedures; and (3) you may not bring any Dispute in a purported representative capacity on behalf of the general public, other users of the Services or any other persons.
Exceptions to Informal Negotiations and Arbitration. You and ComplyAPI agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or ComplyAPI’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.
Availability of Services. We operate and control the Services from its offices in the United States. We make no representation that the Services are appropriate or available in other locations. The information provided on or through the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so at their own risk and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. Certain information provided by you may be subject to U.S. export controls. Thus, no such materials may be downloaded, exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, North Korea, Iran, Syria or any other country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List. By downloading any material available through the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. The parties specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.
Applicable Law; Venue. This Agreement and all aspects of the Services shall be governed by and construed in accordance with the internal laws of the United States and the State of Delaware governing contracts entered into and to be fully performed in Delaware (i.e., without regard to conflict of law’s provisions) regardless of your location except that the section of these Terms captioned “Arbitration” shall be governed by the Federal Arbitration Act. For the purpose of any judicial proceeding to enforce an arbitration award or incidental to such arbitration or to compel arbitration, or if for any reason a claim proceeds in court rather than in arbitration, you hereby submit to the non-exclusive jurisdiction of the state and Federal courts sitting in San Francisco County, California, and agree that service of process in such arbitration or court proceedings shall be satisfactorily made upon a party if sent by certified, express or registered mail addressed to it at the address set forth in the books and records of ComplyAPI, or if no such address has been provided, by email to the email address provided by the relevant party to ComplyAPI in connection with its use of the Services. With respect to any Disputes not subject to informal dispute resolution or arbitration (as set forth above), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in San Francisco County, California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in San Francisco County, California. To the extent non-U.S. laws mandate a different approach with respect to governing law, venue, statute of limitation, and dispute resolution method with respect to certain non-U.S. persons, each such required standard shall be applied, but all other provisions under this section shall remain in full force.
Entire Agreement; Order of Precedence. These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with ComplyAPI for the Services or for any other ComplyAPI product or service or otherwise. In the event of any conflict between these Terms and any other agreement you may have with ComplyAPI, the terms of that other agreement will control only if these Terms are specifically identified and declared to be overridden by such other agreement.
Injunctive Relief. You acknowledge that the rights granted and obligations made hereunder to us are of a unique and irreplaceable nature, the loss of which shall irreparably harm us and which cannot be replaced by monetary damages alone, so that we shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
Waiver. Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.
Severability. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
Force Majeure Events. ComplyAPI shall not be liable for (1) any inaccuracy, error, delay in, or omission of (i) any information, or (ii) the transmission or delivery of information; (2) any loss or damage arising from any event beyond ComplyAPI's reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, regulatory interpretation or enforcement or equipment or software malfunction or any other cause beyond ComplyAPI's reasonable control (each, a "Force Majeure Event").
Assignment. You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from ComplyAPI, including by operation of law or in connection with any change of control. ComplyAPI may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
No Third Party Beneficiaries. These Terms are between you and ComplyAPI. No user has any rights to force us to enforce any rights it may have against you or any other user.
Headings. Headings of sections are for convenience only and shall not be used to limit or construe such sections.
California Users and Residents. Under California Civil Code Section 1789.3, California users of the Services receive the following specific consumer rights notice: “The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.”
Last updated: October 2, 2017 · ComplyAPI is a trademark of Amalgamated Token Services, LLC.