These Terms of Service, together with the Acceptable Use Policy, Privacy Policy, and any other documents referenced within these Terms of Service, and any amendments signed between the parties (collectively, the "Agreement"), govern the provision of Services (as defined below) by C3Compliant, LLC ("C3" or "we") to the person or entity ("you") for the provision of these Services.
BY EXECUTING AND DELIVERING THE SERVICE ORDER, CLICKING THE "I ACCEPT" BUTTON, SIGNING AN AGREEMENT THAT REFERENCES THESE TERMS OR ACCESSING OR USING ANY OF THE SERVICES, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. ANY AMENDMENT TO THE AGREEMENT SHALL BE MADE IN WRITING AND REQUIRE THE SIGNATURE OF BOTH PARTIES.
IN THE EVENT THAT THE PARTIES SIGN A SEPARATE AGREEMENT (INCLUDING BUT NOT LIMITED TO A NEGOTIATED VERSION OF THESE TERMS) THAT DEVIATES FROM THE CURRENT TERMS OF SERVICE POSTED ON THE WEBSITE, THE TERMS OF THE NEGOTIATED, SIGNED AGREEMENT SHALL CONTROL OVER THE POSTED TERMS IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY.
Definitions
C3 Responsibilities
C3 will provide Compliance Hub and Support in accordance these Terms of Service and applicable law. In the event of downtime or other interruption in the provision of the Services (other than due to gross negligence or willful misconduct on the part of C3), Customer's sole and exclusive remedy and C3’s sole obligation is the issuance of Service Credits not to exceed the amount you owe.
Your Responsibilities
You are solely responsible for (i) the content of any data or transmissions using the Services, or any other use of the Services by a User, (ii) keeping your account permissions, billing, and other account information up to date, and (iii) using reasonable security precautions in connection with your use of the Services.
You agree to fully comply with all of the obligations and restrictions set forth in the Acceptable Use Policy and to ensure that your End Users comply with the Acceptable Use Policy. In the event that C3 notifies you that it has received an abuse complaint that is directly related to your use of the Services, whether such use is by you or your End User, you agree to immediately address said complaint with the relevant Users and to follow-up until such complaint has been resolved to the reasonable satisfaction of C3.
You agree to comply with all of the terms and conditions of this Agreement, make all payments of Fees when due and comply with any and all laws applicable to your use of the Services. You must immediately notify C3 of any unauthorized use of your account or any other breach of security and cooperate with C3’s investigation of service outages, security issues or any suspected breach of the terms and conditions of this Agreement.
The Compliance Hub Service is designed to help you comply with regulatory guidelines that may be applicable to you. You are solely responsible for understanding the regulatory requirements applicable to your business and for selecting and using the Services in a manner that satisfies the requirements. Additionally, if you will use the Services or equipment relating to our provision of the Services to transmit or store payment card information ("cardholder data" as defined in the current version of the Payment Card Industry Data Security Standard ("PCI DSS")), or protected health information ("PHI") as defined under the HIPAA/HITECH/Omnibus Rule regulations, you must disclose such intended use to C3 prior to any such transmission and/or storage.
If you are storing, processing or transmitting cardholder data, you agree to execute our standard PCI Addendum so as to allow both you and C3 to meet our respective obligations under the PCI DSS. If you are storing, processing or transmitting PHI, you agree to execute a Business Associate Agreement ("BAA") with C3, and C3 will provide its standard BAA for your review and signature.
To the extent that Services are configurable by the End User, you agree that you and not C3 will be responsible and liable for any security incident and/or breach that results from the configuration of such Service.
You are solely responsible for ensuring that all of Services Data residing on any server provided by C3 is transferred to permanent storage prior to the specified deletion date. C3 assumes no responsibility for the integrity or loss of Service Data, and will in no event be liable for direct or indirect damages of any kind (including but not limited to lost profits or any other incidental or consequential damages, even if advised of the possibility of such damage) resulting from loss of Service Data.
Your obligations under this Section 3 extend to any entities or persons authorized by you or your affiliates to access either your data (including Account Data and Service Data).
Fees
Your initial invoice will include any Setup Fees and the pro-rated portion of the Recurring Fees from the Service Commencement Date until expiration of the initial Recurrence Period. Thereafter, C3 will invoice you in advance for the Recurring Fees and in arrears for the Non-Recurring Fees at the beginning of each Recurrence Period.
The Recurring Fees set forth in the Service Order will remain fixed during the Initial Term. Upon commencement of any Renewal Term, the Recurring Fees for the Services will be subject to the published fees then in-effect at the date of such renewal, unless you and C3 have agreed on an alternative calculation of fees applicable to a Renewal Term through a signed Term and Discount Schedule.
If you and C3 have executed a Term and Discount Schedule, then while such Term and Discount Schedule remains in effect, C3 will invoice you for the Recurring Fees in accordance with the Monthly Commitment as defined in the Term and Discount Schedule. If the Recurring Fees that would otherwise normally be charged to you based on your actual use of the Services fall below the Monthly Commitment, the difference will be added to your credit balance and such balance will be available for you to apply to future monthly invoices where your use of the Services (in terms of applicable Recurring Fees) exceeds the corresponding Monthly Commitment. You can apply a credit balance to a future invoice, but your application of such credit balance may not cause the Recurring Fees to fall below the Monthly Commitment, and your ability to apply the outstanding credit balance will expire at the end of the relevant Initial Term or Renewal Term (the credit cannot be carried over to your next Renewal Term).
Payments
C3 will commence providing the Services upon receipt of the first payment due under the Service Order. Unless otherwise agreed by C3, payment for Services is due on the invoice date. Any amount not fully paid within twenty-eight (28) days when due will bear late payment interest at the rate of the lesser of 1.5% per month or the highest rate permitted by law from the due date until paid. You will be liable for all costs and expenses incurred by C3 in collecting amounts that are past due, including reasonable attorneys' fees.
If payment is not received on the invoice date, you will be required to maintain a balance in your account for the first and last month of Services before the commencement of any Renewal Term. C3 also reserves the right to require a Security Deposit in any situation where C3 develops a concern regarding your ability or willingness to pay for the Services.
You agree to be responsible for and pay, and to reimburse C3 on request if C3 is required to pay, any sales, use, value-added or other tax (excluding any tax that is based on C3's net income), assessment, duty, tariff, or other fee or charge of any kind or nature that is levied or imposed by any governmental authority on the Services.
Any Service Credit that you may earn under the Service Level Agreement will be applied only as a credit to Fees due from you for future Services, and will not be paid to you as a refund.
You must notify C3 in writing of any disputed Fees within thirty (30) days of the invoice date for such Fees. If you do not notify C3 within such period, then (absent manifest error) you waive any right to dispute such amounts, either directly or indirectly or as a set-off, or defense in any action or efforts to collect amounts due to C3.
Suspension of Services
C3 may suspend providing the Services to you, in whole or in part, upon advance written notice if (i) you fail to pay the Fees due C3 for a period of thirty one (31) days after the date of the invoice, (ii) you, or any of your End Users, are in violation of the Acceptable Use Policy, (iii) you fail to reasonably cooperate with C3’s investigation of any suspected breaches of this Agreement or security concerns relating to your environment, (iv) C3 reasonably believes that suspension of the Services is necessary to protect the C3 environment generally, or (v) C3 is obligated to suspend Services via subpoena, court order or otherwise as required by law. Access to Service Data stored on C3’s servers may be restricted during any suspension. In the event of any suspension of Services pursuant to subsections (i), (ii) or (iii), you agree to pay C3 a reconnection fee of $150.00 as a condition of reactivation of the Services, in addition to full payment of the balance due on the account, including any interest charged for late payment. TO THE EXTENT C3 TAKES ANY SUSPENSION ACTION AS AUTHORIZED BY THIS SECTION, IT WILL NOT BE LIABLE TO YOU OR ANY ONE CLAIMING BY OR THROUGH YOU FOR DAMAGES. The suspension remedies set forth in this Section will not preclude C3 from pursuing other remedies available by statute or otherwise permitted by law.
Term and Renewal
Your subscription for the Services will be for the Term. This Agreement will automatically renew for successive Renewal Terms at the end of the Initial Term and each Renewal Term; provided, however, that either party may terminate this Agreement for convenience by providing the other with written notice of non-renewal at least thirty (30) days prior to the commencement of a Renewal Term.
If you wish to cancel the Services for convenience prior to the end of the Term, you may do so, but (i) you will not be entitled to any credits or refunds for any prepaid Fees, and (ii) if you and C3 are parties to a Term and Discount Schedule with an extended Initial Term and/or committed extended periods for each Renewal Term (for example, an annual rather than month-to-month subscription commitment), then as a condition of early cancellation you must pay C3 a Fee – the "Early Termination Fee" – equal to eighty-five (85%) percent of the Monthly Commitment for Recurring Fees times the number of full or partial months remaining in the Term, and no Services Credit earned by you will be applied to this Early Termination Fee. Any Early Termination Fee will be due and payable upon receipt of invoice. You should communicate any non-renewal notice by entering an appropriate ticket in the MyC3.com portal. C3 will communicate any non-renewal notice pursuant to the notice provisions in Section 18 below. You agree that you will remove Your Services Data from the C3 systems by the effective date of expiration or termination.
Termination for Breach
You may terminate this Agreement in the event of a material breach by C3 upon no less than thirty (30) business days’ prior written notice and opportunity to cure such material breach.
Without limiting C3’s rights to suspend the Services as outlined in Suspension of Services, C3 may terminate this Agreement in the event of a material breach by you upon no less than thirty (30) business days’ prior written notice and opportunity to cure such material beach. Notwithstanding the foregoing, C3 reserves the right to terminate this Agreement immediately in the event of a material breach of the Acceptable Use Policy that threatens C3 or its systems or environments, or that C3 determines is likely to continue given the nature of the breach.
Termination of this Agreement for breach will not relieve you of the requirement to pay Fees for Services provided prior to the effective date of termination.
Maintenance
C3 may from time to time conduct routine tests, maintenance, upgrade or repair on any part of its networks, and will use commercially reasonable efforts to give you prior written notice of any Services-impacting maintenance period; any such maintenance period shall be performed outside of business hours, Pacific Time. You acknowledge that there may be instances where it is not practicable for C3 to give advance notice of a disruption, for example, in the event of an emergency, and C3 will be entitled to disrupt the Services without prior notice as reasonable to conduct emergency restoration and remediation work.
Confidential Information; Data Security
Each party will safeguard and keep confidential all Confidential Information of the other and will return the other's Confidential Information upon request, except to the extent further retention of such Confidential Information is necessary for a party to perform any post-termination obligations or exercise any post-termination rights under this Agreement. Each party agrees to safeguard the other's Confidential Information using measures that are equal to the standard of performance used by the Receiving Party to safeguard its own Confidential Information of comparable value, but in no event less than reasonable care. Neither party will use any Confidential Information of the other party for any purpose except to implement its rights and obligations under this Agreement and as otherwise expressly contemplated by this Agreement; provided, however, that if any party or its representatives is requested or required to disclose any Confidential Information by a subpoena or court order, that party will promptly notify the other party (unless prohibited by such subpoena or order) of such request or requirement so that the other party may seek an appropriate protective order or other appropriate relief and/or waive compliance with provisions of this Agreement, and if, in the absence of such relief or waiver hereunder, a party or its representative are, in the opinion of its counsel, legally compelled to disclose Confidential Information, then that party may disclose so much of the Confidential Information as is, according to such opinion, required, without liability hereunder.
You acknowledge that in the ordinary course of the provision of Services, C3 will rarely if ever have any access to or control or in any way handle Service Data, including any cardholder data, PHI, personally identifiable information ("PII") or other Confidential Information that may reside within your Service Data, and that all access to and control of Service Data will, except under extraordinary circumstances, remain under your exclusive administrative domain and control. Nothing in this Agreement shall imply any duty or obligation on C3’s behalf to supervise or advise you on the manner in which you administer access to and control of Service Data, and the provisions in this Section applicable to the handling of Confidential Information residing within Service Data only apply to C3 in those unlikely and extraordinary scenarios where C3 does gain actual access to and control over your Service Data. C3 does have access to limited PII (typically name, address, telephone number and email addresses for your contact personnel involved in the receipt of the Services) and similar Confidential Information to the extent included within Account Data, and C3 agrees to protect such information per the provisions in this Section.
Limited Warranty
C3 represents that it will provide the Services in compliance with these Terms of Service. EXCEPT FOR THIS WARRANTY, C3 AND ITS LICENSORS DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED RELATING TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. C3 SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. FURTHER, C3 MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING, AND WILL HAVE NO LIABILITY WITH RESPECT TO, THE ACCURACY, DEPENDABILITY, PRIVACY, SECURITY, AUTHENTICITY OR COMPLETENESS OF DATA TRANSMITTED OVER THE INTERNET, OR ANY INTRUSION, VIRUS, DISRUPTION, LOSS OF COMMUNICATION, LOSS OR CORRUPTION OF DATA, OR OTHER ERROR OR EVENT CAUSED OR PERMITTED BY OR INTRODUCED THROUGH THE INTERNET OR THE SERVERS UPON WHICH THE SERVICES ARE PROVIDED. YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING ADEQUATE PERMISSIONS, PASSWORDS, AND OTHER CONFIGURABLE SECURITY MEASURES TO PROTECT YOUR SERVICE DATA FROM UNAUTHORIZED ACCESS, WHETHER OVER THE INTERNET OR BY OTHER MEANS.
Limitation of Liability
EXCEPT FOR C3’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, C3 AND ITS LICENSORS' CUMULATIVE LIABILITY TO YOU AND ALL OTHER PARTIES FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SERVICES OR ANY FAILURE OR DELAY IN DELIVERING THE SERVICES WILL NOT EXCEED (a) THE TOTAL FEES PAID BY YOU FOR THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED. C3 AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES OR ANY DATA SUPPLIED THEREWITH, OR ANY FAILURE OR DELAY IN DELIVERING THE SERVICES, EVEN IF C3 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification
C3 will defend, indemnify and hold you, your affiliates or any of your or their respective employees, agents or suppliers, harmless from and against any and all costs, liabilities, judgments, actions and expenses (including, but not limited to, reasonable attorneys' fees and fees of experts) (collectively, "Losses") arising out of any threatened or actual third party claim, suit, action, arbitration or proceeding (collectively, " Claims") arising out of or relating to (i) C3’s gross negligence or willful misconduct, or (ii) a claim that the Services as provided by C3 under this Agreement infringe upon the United States patent or copyright of a third party; provided in each case that (a) in no event later than ten (10) calendar days after receiving notice of the claim (b) you permit C3 sole control over the defense and/or settlement of the Claim and (c) you reasonably cooperate with C3 in the defense and or settlement of the Claim.
You will defend, indemnify and hold C3, its affiliates or any of its or their respective employees, agents or suppliers, harmless from and against any and all Losses arising out of or relating to Claims arising out of or relating to (i) your negligence or willful misconduct, or (ii) your violation of the Acceptable Use Policy or the law; provided in each case that (a) C3 gives you prompt written notice of the Claim, (b) C3 permits you sole control over the defense and settlement of the Claim and (c) C3 reasonably cooperates with you in the defense and/or settlement of the Claim. Your obligations under this section include Claims arising out of acts or omissions by your employees, Users and any other person who gains access to the Services as a result of your failure to use reasonable security measures.
Ownership of Intellectual Property
Each party will retain all right, title and interest in and to its respective intellectual property rights, including without limitation, all patents, inventions, trademarks, copyrights and trade secrets. Any intellectual property used, developed or otherwise reduced to practice in providing the Services to you will be the sole and exclusive property of C3 and/or its licensors, unless otherwise specifically agreed upon in writing.
You agree not to access or use any aspect of the Services for the purposes of developing a competing product or service.
You acknowledge and agree that you do not acquire any ownership interest in any of the servers or other hardware used to provide the Services hereunder. Similarly, C3 does not acquire any ownership interest in the Service Data that you store on the servers or transmit via the Services.
You acknowledge and agree that C3 does and will use third party software and hardware in the provision of Services. Accordingly, you agree to abide by the terms and conditions of any applicable end user licenses or other agreements relating to the use of such hardware or software.
API License
To the extent your Services includes a license to the C3 application program interface ("API") and any sample code or scripts (" Sample Code"), your use of the API, Sample Code and any related documentation will be subject to the separate C3 API License the terms of which are incorporated herein by reference.
Insurance
C3 will, at its own expense and in its own discretion, obtain and maintain insurance of a type and amount as may be reasonable to protect its interests and obligations connected with performance under this Agreement. C3 will, within thirty (30) days of your written request, provide you with a certificate of insurance evidencing such coverage, provided that the existence of such insurance will in no way expand or limit C3’s liability hereunder.
Miscellaneous
Non-Solicitation . During the Term, and for a period of twelve (12) months thereafter, each party agrees not to solicit for a permanent or other position any employee or subcontractor of the other party to whom that party was introduced or who worked on a project involving the parties without the prior written consent of the non-hiring party. This non-solicitation clause shall not apply to nor prohibit either party from posting job openings on its web site or otherwise advertising job openings through industry or mass-media publications, recruitment web sites, or generally advertised job fairs, or from responding to and hiring individuals who initiate contact with such party concerning job opportunities.
Force Majeure . C3 will not be deemed to be in breach of this Agreement and will have no liability hereunder if its obligations are delayed or prevented by any reason of any act of God, war, terrorism, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, failure of any transportation or communication system, non-performance of any of your agents or your third party providers (including, without limitation, the failure or performance of common carriers, interchange carriers, local exchange carriers, internet service providers, suppliers, subcontractors) or any other cause beyond its reasonable control.
Marketing . You agree that C3 may make immediate mention of your status as a client in reasonable and acceptable marketing collateral, and on any C3 website solely owned and operated by C3.
Notice of Disputes . Each party must notify the other party of any dispute or alleged breach of this Agreement in writing within a reasonable time, and in no event longer than sixty (60) days after such party learns of the facts or event from which the relevant dispute or alleged breach arises, so as to permit the parties to attempt to resolve the claim. Other than an action for breach of confidentiality or indemnification, neither party may maintain an action against the other party under this Agreement unless timely written notice has been given as provided above.
Notices . Except to the extent that notices may be sent by electronic mail as specifically set forth in this Agreement, notices under this Agreement will be sufficient only if (i) mailed by certified or registered mail, return receipt requested, (ii) sent by internationally recognized overnight carrier or (iii) personally delivered. Notices will be deemed delivered upon receipt by the other party. Notices to you will be sent to the mailing address provided in your Account Data. Notices to C3 will be sent to C3 Compliant, 5080 N. 40th Street, Suite 300, Phoenix, AZ 85018, Attn: Legal. Either party may change its notice address from time to time by written notice to the other party.
Modification . Without limiting C3’s rights to modify the Acceptable Use Policy as set forth therein, C3 may modify any aspect of this Agreement upon sixty (60) days' prior notice; provided, that if you are a party to a Term and Discount Schedule you may have the additional rights set forth below.
If you are a party with C3 to a Term and Discount Schedule that includes an extended committed Initial Term and/or Renewal Term, then notwithstanding the foregoing, (i) any changes to the Service Level Agreement or this Agreement will not apply until your next Renewal Period, and (ii) in the event a change to the Acceptable Use Policy impacts any aspect of your business as currently or historically operated, C3 agrees upon receipt of request from you to promptly negotiate in good faith an amendment to this Agreement to provide for an appropriate exception or waiver of the Acceptable Use Policy to the extent such amendment or waiver would be consistent with applicable law and not expose C3 to undue risk or liability exposure. If the prior sentence does not apply to you, and you wish to terminate this Agreement as a result of any such modification described above, you may do so by sending a notice of termination via a Ticket in the MyC3 Customer portal any time prior to the effective date of such modification; otherwise, such modification will remain in effect for the remainder of the Term.
Authority . You acknowledge that you have the authority to enter in to this Agreement on behalf of your company and that you may authorize other individuals to purchase additional Services. This Agreement binds any of your authorized Users, as well as your heirs, executors, successors, and assigns.
Assignment . This Agreement may not be assigned by you without the prior written consent of C3, which will not be unreasonably withheld or delayed.
Disputes . All disputes arising out of or related to it that are not settled by negotiation will be resolved by final, binding arbitration in Orange, California, in front of a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. The parties agree to share equally the arbitrator's fee and administrative costs of arbitration but will bear their own attorney fees, expenses, and costs.
Governing Law; Jurisdiction . This Agreement is governed by the laws of the State of California, excluding its conflicts of laws principles. Subject to the arbitration provisions set forth above, each party submits to the exclusive jurisdiction of the federal and state courts of the State of California; provided, however, that C3 will have the right to institute judicial proceedings against you or anyone acting by, through or under you, in other jurisdictions in order to enforce C3’s rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.
General . This Agreement, together with the Acceptable Use Policy and Privacy Policy, any other documents referenced herein and any amendments signed between the parties, constitutes the entire understanding between C3 and you with respect to subject matter hereof. Terms and conditions as set forth in any purchase order which differ from, conflict with, or are not included in this Agreement, will not become part of this Agreement.