Complydome Terms of Service

1. Agreement to these terms

By accessing or using the Services, you agree to these Terms and to our Privacy Policy. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to both you and that organization. If you do not agree to these Terms, do not use the Services.

If you and Complydome have signed a separate written agreement, order form, or Business Associate Agreement covering the Services (an “Order”), the Order controls to the extent it conflicts with these Terms.

Your contracting party. These Terms are an agreement between you and Complydome LLC only. Complydome operates the Services under a license from its parent company, MillaNovaHoldings Inc., a Delaware corporation (“MillaNova”). MillaNova is not a party to these Terms, any Order, or any Business Associate Agreement, and it has no obligations or liability to you under them. You agree to bring any claim relating to the Services only against Complydome LLC.

2. Eligibility & accounts

• You must be at least 18 years old and able to form a binding contract. The Services are intended for business and professional use, not for personal, family, or household purposes.
• You must provide accurate, current, and complete information and keep it up to date.
• You are responsible for keeping your credentials confidential, for all activity under your account, and for the actions of users you authorize. Notify us immediately at support@complydome.com if you suspect unauthorized access.
• You may not use the Services if you are barred from doing so under applicable law, including U.S. export control and sanctions laws.

3. Using our Services

Subject to these Terms and any applicable Order, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your internal business purposes.

Our Services are constantly evolving. We may add, change, or remove features, and we may suspend or stop a Service altogether. When we make material changes that negatively affect your paid use of the Services, we will give you reasonable advance notice where practicable. If we permanently discontinue a paid Service for reasons other than your breach of these Terms, we will refund any prepaid fees for the portion of your subscription term that remains after the discontinuation.

4. Acceptable use

You agree not to, and not to allow others to:

• Use the Services in violation of any law or regulation, or to infringe or misappropriate the rights of others;
• Upload or transmit protected health information except through platform features designated for it and under an executed Business Associate Agreement;
• Probe, scan, or test the vulnerability of the Services, or breach or circumvent any security or authentication measure, without our prior written consent;
• Interfere with or disrupt the Services, including by introducing malware or placing an unreasonable load on our infrastructure;
• Copy, modify, reverse engineer, decompile, or attempt to derive the source code or models underlying the Services, except where applicable law expressly permits it;
• Scrape, crawl, or use automated means to access the Services or extract content, except through interfaces we provide or as permitted by our robots.txt;
• Use the Services or their outputs to build a competing product or service;
• Resell, sublicense, or provide the Services to third parties, except as permitted by an Order; or
• Misrepresent your identity or affiliation, or use the Services to send spam or unlawful communications.

5. No legal or professional advice

Complydome provides compliance workflow automation, regulatory information, and educational resources. We are not a law firm, and we do not provide legal, medical, accounting, or other professional advice. No attorney-client or other fiduciary relationship is created by your use of the Services.

Regulatory requirements change frequently and depend on your specific facts. Content on the Services, including articles, assessments, templates, scores, and citations, is provided for general information only and may not reflect the most current law. You remain solely responsible for your organization’s compliance with applicable laws and regulations and for decisions you make. Use of the Services does not guarantee that you will pass any audit or inspection or avoid any fine, penalty, or liability. You should consult qualified counsel for advice about your situation.

6. AI-generated content

Some features use artificial intelligence to generate summaries, recommendations, mappings, or other content (“Output”). Output is generated automatically, may be inaccurate, incomplete, or out of date, and may not be unique. You are responsible for reviewing Output, including by having qualified personnel verify it, before relying on it. Output does not represent the views of Complydome.

7. Your data & HIPAA

Your data stays yours. As between you, Complydome, and MillaNova, you own all data and content you submit to the Services (“Customer Data”). You grant us a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data only as needed to provide, secure, support, and improve the Services, and as described in our Privacy Policy and any Order. Our service providers, including MillaNova as operator of the underlying platform infrastructure, may process Customer Data on our behalf for these purposes and under written confidentiality, security, and, where applicable, HIPAA subcontractor obligations.

You represent that you have all rights, consents, and authorizations necessary to submit Customer Data and to allow us to process it as described in these Terms.

Protected health information. If you are a HIPAA covered entity or business associate and will use the Services to create, receive, maintain, or transmit protected health information, you must first enter into a Business Associate Agreement with Complydome. The BAA governs our handling of that information. Without an executed BAA, you must not submit protected health information to the Services.

Aggregated data. We may create and use aggregated or de-identified data derived from use of the Services that does not identify you, any individual, or any patient, to operate and improve the Services, as permitted by law and any applicable BAA.

8. Fees & payment

Some Services require payment. Fees are described in your Order or at the time of purchase. Unless an Order states otherwise:

• Annual subscriptions, paid in advance. Paid Services are sold as annual subscriptions. The full fee for each twelve-month subscription term is due at the start of that term.
• Automatic renewal. Your subscription renews automatically for successive twelve-month terms, and you authorize us to charge the then-current annual fee to your payment method on each renewal date, unless you cancel before the renewal date. Where required by law, we will send you a reminder before your subscription renews.
• Cancellation. You may cancel at any time in your account settings or by emailing support@complydome.com. Cancellation stops the next renewal. You keep access to the paid Services through the end of the subscription term you have already paid for, and your subscription will not renew after that.
• No refunds. All fees are non-refundable. We do not provide refunds or credits for unused months, partial subscription terms, downgrades, or periods in which you did not use the Services, except as required by law or as described in Section 3.
• Price changes. We may change our fees for future subscription terms by giving you at least 30 days’ notice before your renewal date. The new fees apply starting with your next renewal.
• Taxes. Fees are quoted and payable in U.S. dollars and exclude taxes. You are responsible for all applicable taxes, other than taxes on our net income.
• Late payment. Overdue amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower, and we may suspend the Services for non-payment after giving notice. If you dispute a valid charge with your bank or card issuer instead of contacting us first, we may suspend your account while the dispute is resolved.

9. Intellectual property

Platform ownership. The Services and everything that powers them, including the software, source code, algorithms, models, workflows, designs, text, graphics, regulatory databases, content, and platform data (other than Customer Data), together with all related patents, copyrights, trade secrets, and other intellectual property rights (the “Platform IP”), are owned exclusively by MillaNova and licensed to Complydome. Nothing in these Terms transfers any ownership of the Platform IP to you or grants you any right in it beyond the limited right to use the Services described in Section 3. All rights not expressly granted are reserved.

Trademarks. Complydome, Eivira, and their logos are trademarks of MillaNovaHoldings Inc., used by Complydome under license. You may not use them without prior written permission.

Feedback. If you send us suggestions or feedback, Complydome and MillaNova may use them without restriction or obligation to you, and any resulting improvements become part of the Platform IP.

Copyright complaints. We respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act. Send notices to support@complydome.com with the subject line “DMCA Notice.”

10. Third-party services

The Services may include links to or integrations with websites, software, or services operated by others. We do not control and are not responsible for third-party services, and your use of them is governed by their own terms and policies.

11. Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to personnel and service providers who need to know it and are bound by similar obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information when required by law, after giving reasonable notice where legally permitted.

12. Disclaimers

To the fullest extent permitted by law, the Services, Output, and all content are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranties arising from course of dealing or usage of trade. Neither Complydome nor MillaNova warrants that the Services will be uninterrupted, error-free, or secure, that content will be accurate, complete, or current, or that use of the Services will result in regulatory compliance or any particular outcome.

13. Limitation of liability

To the fullest extent permitted by law, Complydome, MillaNova, and their respective affiliates, shareholders, directors, officers, employees, agents, suppliers, and licensors (the “Complydome Parties”) will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, or for any regulatory fines, penalties, or audit costs, arising out of or relating to these Terms or the Services, even if advised of the possibility of such damages.

To the fullest extent permitted by law, the total liability of all Complydome Parties combined for all claims arising out of or relating to these Terms or the Services will not exceed the greater of (a) the amounts you paid to Complydome for the Services in the twelve (12) months before the event giving rise to the liability, or (b) one hundred U.S. dollars (US $100).

These limitations apply to all theories of liability, including contract, tort (including negligence), and strict liability, and apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some of them may not apply to you.

14. Indemnification

You will defend, indemnify, and hold harmless the Complydome Parties from and against any third-party claims, and related losses, damages, fines, penalties, costs, and reasonable attorneys’ fees, arising out of or relating to (a) your use of the Services, (b) Customer Data, (c) your violation of these Terms or applicable law, or (d) your infringement of any third party’s rights. We will give you prompt notice of any such claim and reasonable cooperation, at your expense.

15. Suspension & termination

You may stop using the Services at any time. Paid subscriptions may be terminated as described in your Order.

We may suspend or terminate your access to the Services, with or without notice, if we reasonably believe you have materially breached these Terms, if your use poses a security risk or could cause harm to us, other users, or third parties, if required by law, or if you fail to pay fees when due. Where reasonable, we will give you notice and an opportunity to cure.

Upon termination, your right to use the Services ends. Subject to any applicable Order or BAA, we will make Customer Data available for export for 30 days after termination, after which we may delete it. Sections that by their nature should survive termination will survive, including Sections 5, 6, 7 (aggregated data), 9, and 11 through 17.

16. Disputes & arbitration

Informal resolution. Before filing a claim, each party agrees to try to resolve the dispute informally by sending written notice describing it to the other party. If the dispute is not resolved within 60 days after notice, either party may begin arbitration.

Binding arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator in Montgomery County, Texas, or remotely by agreement. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this Section.

Class action waiver. Each party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims or preside over any form of representative proceeding.

Exceptions. Either party may bring an individual claim in small claims court, and either party may seek injunctive or other equitable relief in court to protect its intellectual property, Confidential Information, or the security of the Services.

Governing law and venue. These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Montgomery County or Harris County, Texas.

Time limit. To the extent permitted by law, any claim must be brought within one (1) year after it arises, or it is permanently barred.

17. General terms

• Entire agreement. These Terms, the Privacy Policy, and any Order or BAA are the entire agreement between you and Complydome regarding the Services and supersede all prior agreements on that subject.
• Assignment. You may not assign these Terms without our prior written consent. We may assign them, without your consent, to an affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of all or part of our business or assets.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, such as natural disasters, acts of government, labor disputes, internet or utility failures, or cyberattacks, other than obligations to pay fees.
• Severability and waiver. If any provision is found unenforceable, it will be enforced to the maximum extent permissible and the rest of these Terms will remain in effect. Failure to enforce a provision is not a waiver.
• Third-party beneficiaries. MillaNova is an intended third-party beneficiary of Sections 1, 4, 7, 9, and 12 through 16 and may enforce them directly. Except for MillaNova and the other Complydome Parties as stated in Sections 12 through 14, these Terms do not create rights for any third party.
• Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship.
• Export compliance. You will comply with all applicable U.S. export control and economic sanctions laws in using the Services.
• Notices. We may send you notices by email or through the Services. Legal notices to Complydome must be sent to the address in Section 19.
• Electronic communications. You consent to receive communications from us electronically and agree that they satisfy any legal requirement that communications be in writing.

18. Changes to these terms

We may modify these Terms to reflect changes to the Services, the law, or our business. We will post the updated Terms on this page and update the “Last updated” date above. If changes are material, we will provide reasonable advance notice, such as by email or a notice in the Services. Changes will not apply retroactively. By continuing to use the Services after changes take effect, you agree to the updated Terms. If you do not agree, you must stop using the Services.

19. Contact us

If you have questions about these Terms, please contact us: