Compliance Portal Terms of Use

Last Revision Date: January 2024 (Kroll Compliance Portal Version)

Welcome to the Kroll Compliance Portal web site ("Web Site") which is administered by Kroll Associates, Inc. (“Kroll”). Kroll provides and makes available this software via the Web Site, subject to this Terms of Use Agreement (“Agreement” or “TOU”). This Agreement explains the contractual agreement between you ("user," "you," "your") and Kroll and will govern your access to and use of this Web Site. You should print a copy of this Agreement for your records.

DO NOT USE THIS WEB SITE IF YOU DO NOT AGREE WITH THESE TERMS.

Kroll reserves the right, in its sole discretion, to update, amend, modify, alter or otherwise update this Agreement, or to change or delete any features of this Web Site, at any time, with or without prior notice to you. Such modifications, alterations, and updates of this Agreement shall be effective immediately upon posting upon the Web Site. You agree to be bound by such modified, altered and updated terms if you access or use this Web Site after Kroll has posted notice of modifications, alterations or updates. IF YOU DO NOT AGREE WITH ANY OF THE MODIFIED, ALTERED OR UPDATED TERMS, THEN YOU SHOULD NOT USE THIS WEB SITE AFTER SUCH MODIFICATIONS, ALTERATIONS OR UPDATES HAVE BEEN POSTED.

This Web Site may permit you to link to other web sites that may or may not be affiliated with this Web Site and/or with Kroll. These other linked web sites, including the web sites of Kroll's affiliated companies, as well as the web sites of Kroll's third party service providers, or partners, (collectively the "Third Parties"), may have different terms of use that are not the same as in this Agreement. Your access to and use of such linked web sites through links provided on this Web Site are not governed by this Agreement, but instead are governed by the terms of use and policies of those web sites, and Kroll disclaims any and all responsibility for your access to and use of such linked web sites.

Software and Services

From time to time during the term, you may engage Kroll to provide you with access to the software and deliver the services as agreed and as set forth in a statement of work (“SOW”) executed by the parties which incorporates these TOU.

In the event there is a conflict between these TOU and the provisions of any SOW or other addendum, the language of the SOW or other addendum shall prevail only if such provisions specifically reference the provisions of these TOU that are in conflict or superseded.

Privacy

Personal Information about you, as defined in Kroll’s Privacy Policy, that you may submit or provide to Kroll through this Web Site is subject to Kroll's Privacy Policy, which can be found at www.kroll.com/privacy-policy and is incorporated into this TOU. In addition, by using this Web Site you expressly consent to Kroll collecting Personal Information and other information about you, as more fully provided in Kroll’s Privacy Policy.

You are solely responsible for Your Customer Data. We are not liable to you, your users or your customers for any loss or damages arising from any Customer Data. “Customer Data” means all visual, written or audible communications, files, data documents, videos, recordings, or any other material displayed, posted, uploaded, stored, exchanged or transmitted on or through your use of the Software. You grant Kroll a world-wide, royalty-free, sub-licensable licence to use, modify, reproduce and distribute the Customer Data, only as reasonably required to provide access to and use of the Web Site (e.g., We may encrypt Your Customer Data which may involve use, reproduction and modification of Your Customer Data). You warrant that You have sufficient, lawful non-infringing rights to the Customer Data and to grant the license contained in this Section.

Use of this Web Site and Intellectual Property Rights

Resolver, Inc., a wholly owned Kroll business, will manage the Web Site and the software platform. Kroll may use Third Parties to host the Web Site and the software, provide context aware guidance or provide feedback to Kroll in relation to your use of the software. Kroll may change certain elements of the hosting services or such Third Parties from time to time. All content on this Web Site, including, but not limited to, text, images, illustrations, graphics, logos, digital downloads, data, software, headers, icons, scripts, audio clips, and video clips, is the property of Kroll or its Third Parties, and is protected by copyrights, trademarks, service marks, and/or other intellectual property rights (which are governed by and subject to United States and international copyright laws and treaty provisions, privacy and publicity laws, and communication regulations and statutes). The content is owned and controlled by Kroll, its affiliated or related entities, or the Third Parties that have licensed or otherwise made available their content or the right to market their products and/or services to Kroll.

You may not use any registered or unregistered trademarks, service marks, copyrighted materials or other proprietary information or intellectual property appearing on this Web Site, including, but not limited to, any logos, images or characters, meta tags or similar code, or hidden text or elements containing such information or property, without the express written consent of the owner of the mark or copyright. You may not frame any trademarks, service marks, copyrights, logos, images, text, or other proprietary information or intellectual property of Kroll, or otherwise incorporate into another web site any of the content or other materials on this Web Site, without Kroll's express prior written consent. You may not deep link to any page or portion of this Web Site without Kroll's prior written consent.

Violation of trademark and copyright laws ("Infringement") may result in significant civil liability or criminal penalties under United States and/or international copyright and trademark laws. You recognize that any reproduction or use of content, copyrights, trademarks, service marks, or other intellectual property on this Web Site, except as authorized by this Agreement, is considered intentional Infringement.

User's Responsibilities

You warrant and represent to Kroll that you will not use this Web Site for any purpose that is unlawful, illegal or prohibited by this Agreement, including, without limitation, the sending, posting, transmitting, displaying, distributing, or knowingly receiving of or searching for any threatening, harassing, libelous, defamatory, obscene, scandalous, inflammatory, sexually oriented, pornographic, or profane material, content or images, or other images, content or messages that might be considered lewd, lascivious, excessively violent or otherwise offensive. If you violate any of these responsibilities, your permission to use this Web Site immediately terminates without the necessity of any notice by us to you. Kroll, at its sole discretion, retains the right to deny access to this Web Site to anyone for any reason, including for violation of this Agreement.

You confirm, represent and warrant that (i) you have the right to be in possession of, or are the owner of, any information/equipment/media furnished by you or on your behalf in connection with your access to and use of the Web Site and, (ii) such information/equipment/media is furnished for a lawful purpose, and its receipt and use by us in providing access to and use of the Web Site will not infringe any rights, including any intellectual property rights held by any third party and (iii) where applicable, your collection, possession, processing and transfer of such information/equipment/media is in compliance with any and all applicable laws, regulations and company policies, including without limitation concerning data privacy and employee consents, if applicable.

You further agree that any information that you provide will be true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete (or Kroll has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete), Kroll has the right to suspend or terminate your access and activity relating to, and to refuse any and all current or future use of, this Web Site.

Prohibited Activities

You are specifically prohibited from any use of this Web Site, and you agree not to use or permit others to use this Web Site, without limitation, for any of the following:

1. take any action that imposes an unreasonable or disproportionately large load on, or waste of valuable time for, the Web Site's infrastructure or resources, including, but not limited to, sending or promoting the distribution of "spam," "junk mail," chain letters, or other such unsolicited or unlawful mass e-mailing techniques;

2. disclose to, or share with, any unauthorized third parties the ID's, assigned confirmation numbers and/or passwords, or use the ID's, assigned confirmation numbers and/or passwords for any unauthorized purpose, or otherwise allow or facilitate others to gain access to Kroll's information technology systems, environments, networks, files, data or accounts through the use of the ID's, assigned confirmation numbers and/or passwords;

3. access or attempt to access Kroll's information technology systems, environments, networks, files, data or accounts to which express authorization has not been obtained (including access to data not intended for You), or log into a server or account that you are not authorized to access;

4. attempt to decipher, decompile, disassemble, modify, remove or reverse engineer any of the software or HTML code comprising or in any way making up a part of this Web Site;

5. interfere with, disrupt, disable or damage (or attempt to interfere with, disrupt, disable or damage), in an unauthorized manner, the use or operation of this Web Site or Kroll's, its affiliated or related entities' or the Third Party’s systems, equipment or applications, or service to any user, host, or network, including by use of any programs, scripts, commands, viruses, worms, web bugs, harmful code, Trojan horses, other contaminants, or otherwise. This includes "denial of service" attacks, "flooding" of networks, deliberate attempts to overload a service or to burden excessively a service's resources, attempts to "crash" a host, and/or modifying or rerouting any content or services provided at this Web Site;

6. attempt to circumvent or subvert system or network security (i.e., authentication) mechanisms, or probe the security of any system, network, or account, associated or used in conjunction with this Web Site;

7. upload, post, e-mail or otherwise transmit any information, content, or proprietary rights that you do not have a right to transmit under this Agreement, any law or other contractual or fiduciary relationships; and/or

8. use any robot, spider, intelligent agent, meta-searching, other automatic device, or manual process to search, monitor or copy Kroll's Web Site pages or the content.

No Warranties

ALL CONTENT, PRODUCTS AND SERVICES ON THIS WEB SITE, UNLESS OTHERWISE EXPRESSLY STATED IN WRITING BY KROLL, ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. OTHER THAN THOSE WARRANTIES WHICH, UNDER THE U.S. LAWS APPLICABLE TO THESE TERMS, ARE IMPLIED BY LAW AND ARE INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION, KROLL DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

NEITHER KROLL, ITS AFFILIATED OR RELATED ENTITIES, NOR THE THIRD PARTIES, NOR ANY PERSON INVOLVED IN THE CREATION, PRODUCTION, HOSTING AND/OR DISTRIBUTION OF THIS WEB SITE, WARRANT THAT THE FUNCTIONS, FEATURES OR SERVICES CONTAINED IN THIS WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE CONTENT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE CONTENT THAT YOU ACCESS ON THIS WEB SITE IS PROVIDED SOLELY FOR YOUR CONVENIENCE AND INFORMATION. KROLL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS WEB SITE, OR AS TO THE RELIABILITY, ACCURACY OR CURRENCY OF ANY CONTENT, SERVICE, AND/OR MERCHANDISE PROVIDED OR ACQUIRED PURSUANT TO YOUR USE OF THIS WEB SITE.

YOUR USE OF THIS WEB SITE IS AT YOUR OWN RISK. YOU (AND NOT KROLL) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING (INCLUDING, WITHOUT LIMITATION, YOUR INTERNET CONNECTION) AND REPAIR OR CORRECTION OF YOUR COMPUTER, NETWORK AND/OR SYSTEM.

Limitation of Liability

NEITHER PARTY SHALL LIMIT OR EXCLUDE ITS LIABILITY FOR ANY MATTER FOR WHICH IT WOULD BE UNLAWFUL TO EXCLUDE OR LIMIT LIABILITY. IN NO EVENT SHALL KROLL, ITS AFFILIATED OR RELATED ENTITIES OR THIRD PARTIES, NOR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, SHAREHOLDERS OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, PRODUCTION, DISTRIBUTION AND HOSTING OF THIS WEB SITE (“KROLL PERSONS”), BE LIABLE FOR ANY DIRECT, ACTUAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSSES DAMAGES OR EXPENSES OF ANY KIND, WHETHER ARISING UNDER CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER KROLL (OR KROLL PERSONS) KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, FROM THE USE OR ATTEMPTED USE OF THIS WEB SITE OR ANY OTHER LINKED SITE.

You further agree, on your own behalf and behalf of your agents, that Kroll and Kroll Persons will not be liable for any claims, liabilities or expenses relating this Agreement (“Claim”), for an aggregate amount in excess of the fees paid by you to Kroll pursuant each SOW under which the Claim arose in the 12 months preceding the Claim, except to the extent such liability is finally judicially determined to have resulted from Kroll’s gross negligence, fraud or willful misconduct.

Indemnification

We will not have any liability for any claim of infringement or misappropriation of a third party’s intellectual property caused by: (i) your misuse or modification of the software; (ii) your failure to use corrections, enhancements or updates made available to you by us; or (iii) information, direction, specification, or materials provided by you or any third party on your behalf.

If the software (the “Alleged Infringing Item”) is, or in our opinion is likely to be, held to constitute an infringement of a valid third-party right pursuant to this Section, we will at our expense and option either: (i) procure for you the right to continue using the Alleged Infringing Item; (ii) replace the Alleged Infringing Item with a non-infringing equivalent, modify it to make it non-infringing; or (iii) terminate your access, receipt and/or use of the Alleged Infringing Item. THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR INFRINGEMENT.

You agree to indemnify, defend and hold the Kroll Persons (defined above) and its licensors, and suppliers, harmless from and against any and all third party claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys’ fees and disbursements) incurred by Kroll Persons which arise of or is otherwise related to the provision of the services and use of the this Web Site, The foregoing indemnification obligations shall not apply in the event that a court of competent jurisdiction finally determines that such third-party claims resulted directly from the gross negligence, wilful misconduct or fraudulent acts of Kroll. Further, you will hold harmless and indemnify the Kroll Persons from and against any Claim made by a third party alleging that the Customer Data that you disclose to us infringes or misappropriates the rights of a third party or violates applicable law.

If any person, body, or court subpoenas or otherwise compels the testimony or production of any information or documents relating to the Agreement (including without limitation any Kroll Report(s) or Confidential Information) within Kroll’s custody or control, we will, unless legally prohibited, promptly inform you of such subpoena or legal request. If we are required to respond to the request or subpoena or to provide testimony, you agree to reimburse us for reasonable costs and expenses incurred (e.g., reimbursement of reasonable attorneys’ fees and disbursements), including, without limitation, compensating Kroll (at hourly rates, as applicable) for responding to legal requests or demands for information and preparing for and testifying at any judicial or administrative proceedings.

Governing Law and Jurisdiction

By accessing this Web Site, you agree that this Agreement and your use of the Web Site shall be governed in all respect by the laws of the State of New York, without regard to any conflict of laws provisions, Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered in New York, New York by the American Arbitration Association (“AAA”) in accordance with its arbitration rules then in effect (“Rules”), which Rules are deemed to be incorporated by reference into this clause except as such Rules conflict with the provisions of this clause, in which event the provisions of this clause shall prevail.

Any arbitration commenced pursuant to this clause shall be conducted by one (1) arbitrator nominated jointly by the you and Kroll. If the Parties cannot agree, an arbitrator will be appointed by the AAA in accordance with its Arbitration Rules. The language to be used and all written documents provided in any such arbitration shall be English. Any award from any such arbitration proceeding may be entered as a judgment in any court of competent jurisdiction. Each Party shall bear its own costs in connection with any arbitration hereunder. Nothing herein shall prevent either Party from seeking injunctive relief (or any other provisional remedy, including but not limited to any urgent interlocutory relief from a court of competent jurisdiction) from any court having jurisdiction over the Parties and the subject matter of the dispute as is necessary to protect either Party's proprietary rights.

General Provisions

Kroll's failure to act with respect to a breach by you or others does not waive Kroll's right to act with respect to subsequent or similar breaches. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. You and Kroll are dealing at arms' length, creating a commercial relationship. Kroll is not your agent, representative or fiduciary. The provisions and conditions of this Agreement, and each obligation referenced herein, represent the entire Agreement between Kroll (including the Third Parties), its affiliated or related entities, and you, and supersede any prior agreements or understandings not incorporated herein. In the event that any inconsistencies exist between this Agreement and any future published terms of use or understanding, the last published Agreement shall prevail.

You agree that We may refer to You by trade name and Marks and may briefly describe Your business and the nature of these Terms, in Our marketing materials and Web Site modification of Your Customer Data).

KROLL RESERVES ANY RIGHTS NOT EXPRESSLY GRANTED OR STATED HEREIN.