Terms of Use

Last updated: September 2023

1. Introduction

Welcome to Complify, a service provided by VDR Tech LLC. (“we”, “us”, “our”). Complify is a software-as-a-service (“SaaS”, “Service”) solution that helps you assess and manage your compliance with various standards and regulations regarding cyber security, privacy, risk management and business resilience.

By accessing or using Complify, you agree to be bound by these Terms of Use (“Terms”). These Terms govern your access and use of Complify and any related services, features, content, applications, websites or widgets offered by us (collectively, the “Service”). If you do not agree to these Terms, you may not access or use the Service.

2. Eligibility

You must be at least 18 years old to access or use the Service. By accessing or using the Service, you represent and warrant that you are 18 years or older and have the legal capacity to enter into these Terms.

3. Registration and Account

To access or use some features of the Service, you may need to register for an account (“Account”). You agree to provide accurate, current and complete information during the registration process and to update such information as necessary. You are responsible for maintaining the confidentiality and security of your Account credentials and for any activities that occur under your Account. You agree to notify us immediately of any unauthorized use of your Account or any other breach of security.

We reserve the right to suspend or terminate your Account or your access to the Service at any time, for any reason or no reason, without notice or liability.

4. Subscription and Payment

The Service is offered on a subscription basis with different plans, features and prices. You can choose the plan that best suits your needs and budget. The details of each plan are available on our website.

You agree to pay the fees applicable to your chosen plan in accordance with the payment terms and conditions displayed on our website or through the Service. You authorize us to charge your chosen payment method for the fees due. You are responsible for providing valid and updated payment information and for paying any taxes, charges or fees that may apply to your use of the Service.

We may change the fees, plans or payment terms at any time by posting a notice on our website or through the Service or by sending you an email. Your continued use of the Service after such notice constitutes your acceptance of the changes. If you do not agree to the changes, you may cancel your subscription at any time before the changes take effect.

5. Cancellation and Refund

You may cancel your subscription at any time by following the instructions on our website or through the Service or by contacting us at [email protected]. Your cancellation will take effect at the end of your current billing cycle. You will not receive a refund for any fees already paid unless required by law.

We may cancel your subscription at any time by providing you with a notice of cancellation at least 30 days before the end of your current billing cycle. We may also cancel your subscription immediately without notice if you breach these Terms or if we suspect fraud or misuse of the Service. In such cases, you will not receive a refund for any fees already paid.

6. Use of the Service

You agree to use the Service in accordance with these Terms and all applicable laws and regulations. You also agree to comply with any rules, policies or guidelines that we may post on our website or through the Service from time to time.

You are solely responsible for your use of the Service and for any content that you upload, submit, store, share or display through the Service (“Your Content”). You represent and warrant that Your Content is accurate, complete and compliant with all applicable standards and regulations. You also represent and warrant that you have all necessary rights, licenses and permissions to use and share Your Content through the Service.

You grant us a non-exclusive, royalty-free, worldwide license to use, copy, store, transmit, display and distribute Your Content as necessary to provide the Service to you. You also grant us a non-exclusive, royalty-free, worldwide license to use Your Content for our own internal purposes such as improving our products and services, conducting research and analysis, developing new features and functionalities, and marketing our products and services.

You acknowledge that we do not monitor, review, edit or endorse Your Content or any content provided by other users of the Service (“User Content”). We are not responsible for any User Content or for any loss or damage that may result from your access or use of User Content. You agree to access and use User Content at your own risk and discretion.

You agree not to upload, submit, store, share or display any content that:

  • is illegal, fraudulent, deceptive, harmful, abusive, threatening, harassing, defamatory, obscene, vulgar, hateful, discriminatory or otherwise objectionable;
  • infringes or violates any intellectual property rights, privacy rights, publicity rights or other rights of any third party;
  • contains any viruses, malware, spyware or other harmful or malicious code or content;
  • interferes with or disrupts the operation or security of the Service or any network, system or device connected to the Service;
  • attempts to gain unauthorized access to the Service or any network, system or device connected to the Service;
  • impersonates or misrepresents your affiliation with any person or entity;
  • violates these Terms or any applicable laws or regulations.

We reserve the right to remove or disable access to any content that we deem to be in violation of these Terms or any applicable laws or regulations. We may also suspend or terminate your access to the Service if you violate these Terms or any applicable laws or regulations.

7. Data Protection and Security

We take data protection and security seriously and we use reasonable technical and organizational measures to protect your data from unauthorized access, use, disclosure, modification or destruction. However, we cannot guarantee that your data will be completely secure or that no data breach will occur. You acknowledge that you provide your data at your own risk and that you are responsible for taking appropriate steps to safeguard your data.

You agree to notify us immediately of any actual or suspected data breach involving your data or the Service. You also agree to cooperate with us in investigating and resolving any such data breach.

You acknowledge that we may collect, use and disclose your data in accordance with our Privacy Policy, which is available on our website or through the Service. You consent to our collection, use and disclosure of your data as described in our Privacy Policy.

8. Intellectual Property Rights

We own and retain all intellectual property rights in and to the Service and all related products, services, features, content, applications, websites and widgets. We grant you a limited, revocable, non-transferable, non-sublicensable license to access and use the Service for your own personal or internal business purposes in accordance with these Terms. You may not copy, modify, distribute, sell, lease, rent, sublicense, transfer or assign any part of the Service or any related products, services, features, content, applications, websites or widgets without our prior written consent.

You acknowledge and agree that we may use feedback, suggestions, comments or ideas that you provide to us regarding the Service or any related products, services, features, content, applications, websites or widgets (“Feedback”). You grant us a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use, copy, modify, create derivative works from, distribute, display and exploit any Feedback for any purpose without any compensation or obligation to you.

9. Disclaimer of Warranties

The Service is provided “as is” and “as available” without any warranties of any kind. We disclaim all warranties, expressed or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement and accuracy. We do not warrant that the Service will meet your requirements, be uninterrupted, error-free, secure or free of viruses or other harmful components. We do not warrant that the results obtained from the use of the Service will be accurate or reliable. We do not warrant that the Service will comply with all applicable standards and regulations regarding cyber security, privacy, risk management and business resilience.

You acknowledge and agree that your use of the Service is at your own risk and discretion and that you are solely responsible for any loss or damage that may result from your use of the Service.

9.1. WISP Certificate

The Service includes a certificate that is issued to the Customer to certify that the Service has reviewed the Customer-provided evidence in the form of documents, screenshots, self-entered descriptions, video conferences and others. The Customer is the sole responsible for the quality and veracity of that evidence. The Service is not responsible for any of this information and the certificate only accredits that the Customer has provided the necessary evidence for the Service to determine that the Customer has the self-reported security elements to generate a Written Information Security Plan (WISP).

The Service cannot be held liable for the actual existence of those security elements nor for the compliance of the Customer with any law, regulation or standard including the GLBA and other legislations that require a WISP. The Service is only a tool to gather information provided by the Customer and with expert review provide recommendations and feedback on the cyber security of the Customer. The Service is not an authority nor is associated with any authority or certification body whatsoever. The certificate provided is private in nature and not intended as proof of compliance.

10. Limitation of Liability

To the fullest extent permitted by law, we shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages arising from or relating to your use of or inability to use the Service or any related products, services, features, content, applications, websites or widgets. This includes but is not limited to damages for loss of profits, data, goodwill or other intangible losses. This also includes but is not limited to damages resulting from any unauthorized access to or alteration of your data or the Service or any network, system or device connected to the Service.

Our total liability to you for any claim arising from or relating to these Terms or the Service shall not exceed the amount paid by you for the Service in the 12 months preceding the claim.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. Accordingly, some of the above exclusions or limitations may not apply to you. In such cases, our liability shall be limited to the maximum extent permitted by law.

11. Indemnification

You agree to indemnify, defend and hold us harmless from and against any and all claims, liabilities, damages, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising from or relating to your use of or inability to use the Service or any related products, services, features, content, applications, websites or widgets. This includes but is not limited to claims arising from or relating to your violation of these Terms or any applicable laws or regulations, your infringement or violation of any rights of any third party, or your negligence or misconduct.

12. Governing Law and Dispute Resolution

These Terms and your use of the Service shall be governed by and construed in accordance with the laws of the State of Texas, USA, without regard to its conflict of laws principles. Any dispute arising from or relating to these Terms or the Service shall be submitted to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, USA. You agree to waive any objection to such jurisdiction and venue.

13. Changes to these Terms

We may change these Terms at any time by posting a notice on our website or through the Service or by sending you an email. Your continued use of the Service after such notice constitutes your acceptance of the changes. If you do not agree to the changes, you may stop using the Service at any time.

14. Miscellaneous

These Terms constitute the entire agreement between you and us regarding the Service and supersede any prior or contemporaneous agreements, communications or understandings. These Terms do not create any partnership, joint venture, employment or agency relationship between you and us. You may not assign or transfer these Terms or any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer these Terms or any of our rights or obligations under these Terms at any time without notice or consent. Any failure by us to enforce any provision of these Terms shall not constitute a waiver of such provision or of our right to enforce such provision. If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to make it valid and enforceable, and the remaining provisions of these Terms shall remain in full force and effect.

15. Contact Us

If you have any questions, comments or feedback about these Terms or the Service, please contact us at [email protected]

We will do our best to respond to you as soon as possible.

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