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  • Terms of Use
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CT CORPORATION SYSTEM

CTPROCOMPLY.COM USER AGREEMENT

1. License

A. Under this agreement between the User and CTProComply, "User" shall mean the person or entity who uses or is authorized by such person or entity to use CTPROCOMPLY.COM, so long as such user agrees to be bound to the terms and conditions hereof.

B. CT hereby grants to User a limited, nonexclusive right and license to use CTPROCOMPLY.COM on any computer controlled by User. CTPROCOMPLY.COM allows the User (1) to place orders for CTProComply to perform services ("CTProComply Services"), (2) to add and store information into their on-line CTPROCOMPLY.COM account and (3) to access information provided locally or through use of on-line connections ("Information"). User may not use or offer use of CTPROCOMPLY.COM for service bureau, time-sharing, or other similar services. CT reserves all rights not expressly granted to User.

C. User acknowledges that the Information includes valuable and proprietary property of CTProComply or third parties who have contributed to CTPROCOMPLY.COM. The Information is licensed by CTProComply to User for User's personal use in conducting its own internal business affairs, and, if applicable, for providing legal or other professional services to third parties. Consistent with the foregoing limitation, User may copy, print, and use portions of Information. If User wishes to use the Information in a manner not expressly permitted by this Agreement, User may request permission from CTProComply by giving to CTProComply a written description of the intended use and such other information as CTProComply may request. Permission may only be granted in writing by CTProComply.

D. CTProComply shall have no obligation to support prior versions of the Software beyond the date set forth within the new version Release Instructions.

2. Charges and Taxes — User shall be responsible for any charges for CTProComply Services incurred through use of any USER I.D. assigned to User and any password User adopts, unless such charges result from CTProComply's error. In addition, User shall be solely liable for any state or local sales, use or other taxes of a similar nature, if any, that may be due on account of User's use of the Software or for CTProComply Services. All invoices shall be payable in accordance with CTProComply's standard order, billing, and collection policies.

3. Termination — The User may terminate the license granted under this Agreement at any time by sending written notification to CTProComply and by ceasing to use CTPROCOMPLY.COM. CTProComply may terminate the license granted under this Agreement in the event that User fails to cure a material breach of the Agreement within 30 days of written notice thereof. Upon termination of this Agreement, User shall no longer be permitted to use CTPROCOMPLY.COM. Termination for any reason shall not affect CTProComply's entitlement to any undisputed sums due for CTProComply Services performed prior to such termination.

4. Warranties and Indemnities by CTProComply — CTProComply represents and warrants that CTProComply has title or the right to grant User the rights granted hereunder and that providing CTPROCOMPLY.COM does not violate any patents, copyrights or other rights of third parties. CTProComply shall defend, indemnify and hold harmless User from and against any and all claims, actions, causes of action, liabilities, damages, costs and expenses, including reasonable attorneys' fees, arising from the breach of such representations and warranties.

5. Indemnity of User — Except as provided in the foregoing section captioned Warranties and Indemnities by CTProComply, User shall defend, indemnify and hold harmless CTProComply from and against any and all third party claims, actions, causes of action, liabilities, damages, costs and expenses, including reasonable attorneys' fees, arising from User's use of CTPROCOMPLY.COM. The foregoing indemnity shall not apply in the event of CTProComply's negligence or willful misconduct.

6. Indemnification — In the event of any claim for indemnity under this Agreement, the indemnified party must promptly notify the other ("indemnifying party") in writing of the claim. Thereafter the indemnifying party shall have sole control of the defense and all related settlement negotiations.

7. Title/Copyright — CTPROCOMPLY.COM is the valuable, confidential, copyrighted and trade secret property of CTProComply. CTProComply owns all right, title and interest in and to CTPROCOMPLY.COM, including without limitation, all current and future enhancements, modifications, revisions, new releases and updates thereof and any derivative works based thereon and all documentation thereto, and all copyrights, trade secrets and patents, if any, therein.

8. Assignment — CTPROCOMPLY.COM may not be temporarily or permanently transferred or assigned to anyone without the prior written consent of CTProComply. Any CTProComply-authorized transferee of CTPROCOMPLY.COM must first agree to be bound by the terms and conditions of this Agreement.

9. User's Responsibility

A. User understands and agrees that all decisions, reports, requests for CTProComply Services, or other results prepared by or on behalf of User using CTPROCOMPLY.COM are made solely by User and that use of CTPROCOMPLY.COM does not relieve User of responsibility, including those to any third party, for the content, accuracy, and review thereof.

B. CTPROCOMPLY IS NOT ENGAGED IN RENDERING LEGAL OR OTHER PROFESSIONAL SERVICE. IF LEGAL OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL PERSON SHOULD BE SOUGHT.

10. Disclaimer of Warranty and Limitation of Liability

A. EXCEPT AS SPECIFICALLY PROVIDED ELSEWHERE IN THIS AGREEMENT WITH RESPECT TO CTPROCOMPLY.COM, CTPROCOMPLY HEREBY DISCLAIMS ALL OTHER WARRANTIES, ORAL OR WRITTEN, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE MAY NOT APPLY.

B. CTPROCOMPLY IS NOT AN INSURER WITH RESPECT TO USER'S USE OF CTPROCOMPLY.COM AND THEREFORE CTPROCOMPLY SHALL NOT BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE CTPROCOMPLY.COM, EVEN IF CTPROCOMPLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

C. EXCEPT IN THE CASE OF CTPROCOMPLY'S PROVEN NEGLIGENCE OR WILLFUL MISCONDUCT, IN EITHER OF WHICH EVENTS CTPROCOMPLY'S LIABILITY (IN THE AGGREGATE) SHALL NOT EXCEED $50,000, CTPROCOMPLY'S ENTIRE LIABILITY AND USER'S EXCLUSIVE REMEDY FOR DAMAGES DUE TO PERFORMANCE OR NON-PERFORMANCE OF CTPROCOMPLY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, SHALL BE LIMITED TO EITHER (1) CTPROCOMPLY'S RE-PERFORMANCE OF THE CTPROCOMPLY SERVICE INVOLVED, OR (2) REFUND OF THE CHARGE SPECIFICALLY RELATED TO SUCH CTPROCOMPLY SERVICE.

D. IT IS CUSTOMER'S RESPONSIBILITY TO RETRIEVE ANY AND ALL ELECTRONICALLY DELIVERED PROCESS DOCUMENTS FOR WHICH CTPROCOMPLY SENDS NOTICE. CTPROCOMPLY IS NOT RESPONSIBLE FOR CUSTOMER'S FAILURE TO ACCESS THE ELECTRONIC DOCUMENT OR TO SEND A HARD COPY OF THE DOCUMENT.

11. General

A. Performance of either party shall be excused during a period of delay or interruption due to causes beyond either's reasonable control.

B. This Agreement shall be treated as though it were executed and performed in the County of New York, State of New York. The rights and obligations under this Agreement shall not be governed by the United Nations Convention on Contracts or the International Sale of Goods, the application of which is expressly excluded, but such rights and obligations will instead be governed by the laws of the State of New York. The exclusive jurisdictions for any legal proceeding regarding this Agreement shall be the Courts of New York County, State of New York, or the Courts of the User's County, and the parties hereto expressly submit to the jurisdiction of said courts. User and CTProComply specifically consent to extra-territorial service of process. This Agreement shall be interpreted in accordance with and governed by the laws of the State of New York (without regard to conflict of law principles).

C. No action arising under this Agreement may be brought more than two years after the cause of action has accrued.

D. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court of competent jurisdiction, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby. Failure of either party to enforce any provision of this Agreement shall not constitute nor be construed as a waiver of such provision nor of the right to enforce such provision.

THE PARTIES HERETO ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS STATED HEREIN. THE PARTIES FURTHER AGREE THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN THE PARTIES HERETO RELATIVE TO THE SUBJECT MATTER OF THIS AGREEMENT.