TEMPLATE — NOT LEGAL ADVICE. This document is a template and starting point generated to help ComplyWise, Inc. accelerate its launch. It is not legal advice and does not create an attorney-client relationship. It contains placeholders in square brackets and default commercial positions that may not fit your business, jurisdiction, or risk tolerance. It MUST be reviewed, completed, and adapted by qualified legal counsel before it is published, referenced, or relied upon. Do not treat any provision here as final or enforceable until counsel has confirmed it.

ComplyWise Terms of Service

Effective date: [Insert effective date] | Last updated: [Insert date]

These Terms of Service (the "Terms") form a binding subscription agreement between ComplyWise, Inc., a [State of incorporation, e.g., Delaware] corporation with its registered address at [registered address] ("ComplyWise," "we," "us," or "our"), and the organization or entity that subscribes to or uses the Service (the "Customer," "you," or "your"). These Terms govern your access to and use of the ComplyWise compliance-training platform and related services.

1. Acceptance of These Terms

By clicking "I agree" (or a similar control), by signing an Order Form that references these Terms, by starting a free trial, or by accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization, and "you" and "Customer" refer to that organization.

If you do not agree to these Terms, you must not access or use the Service. Individual users you authorize (each an "Authorized User") must also comply with these Terms and with your internal policies; you are responsible for their acts and omissions in connection with the Service.

2. Definitions

"Service" means the ComplyWise multi-tenant, cloud-hosted compliance learning management system (LMS), including its web application, APIs, SCORM course delivery, quizzes, electronic-signature and audit-trail features, certificates, documentation, and any updates or related services we make available to you.
"Workspace" (or "Tenant") means the isolated, dedicated instance and account environment provisioned for the Customer, including its configuration, users, and data.
"Authorized User" means an individual (such as a tenant administrator, author, manager, or learner) whom you authorize to access the Service under your subscription.
"Customer Data" means all data, content, and materials that you or your Authorized Users submit to, store in, or generate within the Service, including user personal data, training records, uploaded courses, quiz content, e-signatures, certificates, and configuration.
"Order Form" means an ordering document, online checkout, or plan-selection flow (including through our billing provider) that specifies the plan, fees, quantities, and term for your subscription.
"Subscription Term" means the period for which you have subscribed to the Service, as described in Section 15.
"Documentation" means the user guides, help materials, and technical documentation we make generally available for the Service.
"Personal Data," "processing," "controller," and "processor" have the meanings given in applicable data protection law (including the GDPR and UK GDPR, where applicable).

3. Accounts and Eligibility

To use the Service you must register for an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of account credentials and for all activity that occurs under your Workspace, whether or not authorized by you. You must promptly notify us of any suspected unauthorized access or security incident affecting your account.

Eligibility. The Service is intended for business and organizational use by entities operating in regulated or professional environments. You must be at least 18 years old (or the age of majority in your jurisdiction) and legally capable of entering into a binding contract. The Service is not intended for consumers or for personal, family, or household use.
User management and security. You are responsible for provisioning, de-provisioning, and configuring Authorized Users and their roles. We provide security features such as multi-factor authentication (TOTP with backup codes), configurable password policies, account lockout, and single sign-on (on eligible plans); you are responsible for enabling and configuring these features appropriately for your risk profile.
Accuracy of records. Because the Service maintains training records, electronic signatures, and a tamper-evident audit trail, you are responsible for ensuring that user identities, roles, and record entries are accurate and that Authorized Users apply electronic signatures only under their own credentials.

4. Subscription Plans and Free Trial

The Service is offered on a subscription basis under one or more plan tiers (for example, Starter and Pro), each with defined features, seat/user limits, published-course limits, and functionality, as described on our website, in the Documentation, or in your Order Form. We may add, modify, or discontinue plans or features from time to time as described in Section 16.

4.1 14-Day Free Trial

We may offer a 14-day free trial of the Service or a plan tier. During the trial you may access trial features subject to these Terms and any trial-specific limits we communicate.
Unless you cancel before the trial ends, or unless the trial requires a separate affirmative step to convert, your trial may transition into a paid subscription and your payment method may be charged in accordance with Section 5. We will make the conversion terms available to you at sign-up; please review them, because [confirm whether the trial auto-converts to paid or expires unless upgraded — this must match the actual product behavior before publishing].
Trials are provided "as is" and without warranty, and may be modified or terminated by us at any time. Data you enter during a trial may be permanently deleted if you do not subscribe, subject to Section 15.

5. Fees, Billing, Auto-Renewal, and Taxes

5.1 Fees and Billing Provider

You agree to pay all fees for the plan and quantities you select, as stated at checkout or on your Order Form. Payments are processed through our third-party payment processor, Stripe, Inc. By providing a payment method, you authorize us and Stripe to charge that method for all applicable fees. Your use of Stripe is subject to Stripe's own terms and privacy policy, and you represent that you are authorized to use the payment method you provide.

5.2 Billing Cycle and Annual Discount

Subscriptions are billed in advance on a monthly or annual basis, as selected at checkout.
Annual subscriptions are offered at a discount of twenty percent (20%) compared to the equivalent monthly rate, as reflected in the pricing displayed at checkout.
Fees are stated and charged in [currency, e.g., U.S. dollars (USD)] unless otherwise specified.

5.3 Auto-Renewal

Your subscription renews automatically. At the end of each billing cycle (each month for monthly plans, or each year for annual plans), your subscription will automatically renew for another cycle of the same length, and your payment method will be charged the then-current fees for the renewal, unless you cancel before the renewal date in accordance with Section 6. We will renew at the price applicable at renewal; if pricing changes, we will provide advance notice as described in Section 16 and applicable law, and continued use after the change takes effect constitutes acceptance of the new price.

5.4 Changes to Quantities and Plans

If you add seats, upgrade, or otherwise change your plan mid-cycle, we (through Stripe) may apply prorated charges or credits for the remainder of the then-current billing cycle. Downgrades take effect at the next renewal unless we indicate otherwise, and may reduce your available features, seats, or limits.

5.5 Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, value-added (VAT), goods-and-services, withholding, and similar taxes, duties, and levies associated with your subscription, excluding taxes based on our net income. If we are required to collect such taxes, they will be added to your invoice. If you are exempt, you must provide a valid exemption certificate.

5.6 Failed and Late Payments

If a charge fails or a payment is past due, we may retry the charge, and we may suspend or limit access to your Workspace as described in Section 15. Amounts not paid when due may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, and you are responsible for reasonable costs of collection.

6. Cancellation and Refunds

How to cancel. You may cancel your subscription at any time through your in-app billing settings or the customer billing portal. Cancellation stops future automatic renewals.
Effect of cancellation. Unless required by law or stated otherwise, cancellation takes effect at the end of your current paid billing cycle. You will retain access to paid features until the end of the period you have already paid for, and you will not be charged for subsequent cycles.
No refunds. Except where required by applicable law or expressly stated in an Order Form, fees are non-refundable and there are no refunds or credits for partial billing periods, unused seats, or features not used. [Confirm with counsel whether any pro-rata or statutory refund rights apply in your target markets, e.g., certain EU/UK consumer or cooling-off rules, and adjust this section accordingly.]
Free trial. You may cancel during the 14-day free trial without charge as described in Section 4.

7. Acceptable Use

You and your Authorized Users must use the Service only for lawful purposes and in accordance with these Terms and the Documentation. You agree not to, and not to permit any Authorized User or third party to:

use the Service in violation of any applicable law, regulation, or third-party right;
upload, store, or transmit material that is unlawful, infringing, defamatory, malicious, or that contains viruses or harmful code;
circumvent, disable, or interfere with security, tenant-isolation, rate-limiting, authentication, or audit features, or attempt to access another tenant's Workspace or data;
reverse engineer, decompile, or attempt to derive the source code or underlying structure of the Service, except to the extent this restriction is prohibited by applicable law;
resell, sublicense, rent, lease, time-share, or provide the Service to third parties as a service bureau, except as expressly permitted;
use the Service to build a competing product or to benchmark it for a competitor without our prior written consent;
exceed the seat, course, API rate, or other limits of your plan, or use automated means to access the Service other than through our documented APIs and within their limits;
falsify identities or apply electronic signatures other than under the signer's own authenticated credentials, or otherwise compromise the integrity of training records or the audit trail; or
submit special categories of personal data (such as health, biometric, or government-identifier data) beyond what the Service is designed to process, without first confirming appropriate safeguards with us.

We may investigate suspected violations and may suspend access to protect the Service, other customers, or third parties, as described in Section 15.

8. Customer Data and Intellectual Property

8.1 Ownership of Customer Data

As between the parties, you own and retain all right, title, and interest in and to your Customer Data. You grant us a limited, non-exclusive, worldwide license to host, process, transmit, display, and otherwise use Customer Data solely as necessary to provide, maintain, secure, and support the Service, to prevent or address technical or security issues, and as otherwise instructed by you or permitted by these Terms. You are responsible for the accuracy, quality, and legality of Customer Data and for obtaining all rights and consents necessary for us to process it.

8.2 Ownership of the Service

We (and our licensors) own and retain all right, title, and interest in and to the Service, including the platform software, APIs, user interfaces, templates, documentation, and all related intellectual property, and all improvements, modifications, and derivative works thereof. Except for the limited access rights expressly granted in these Terms, no rights are granted to you in the Service. We reserve all rights not expressly granted.

8.3 Feedback

If you provide suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate that feedback without restriction or obligation to you.

8.4 Aggregated and De-Identified Data

We may generate and use aggregated or de-identified data derived from use of the Service (data that does not identify you, any individual, or your Customer Data) for purposes such as operating, improving, and analyzing the Service, provided such data is not attributable to you or any individual.

8.5 Data Protection and Privacy

To the extent we process Personal Data on your behalf, we act as a processor and you act as the controller. Our processing is further described in our Privacy Policy and, where applicable, a Data Processing Addendum ("DPA") that supplements these Terms. [Attach or link the DPA and Privacy Policy; confirm GDPR/UK-GDPR standard contractual clauses and the DPO/privacy contact.] Our current list of subprocessors includes Vercel Inc. (application hosting), Supabase, Inc. (managed PostgreSQL database and object storage), Resend (transactional email), and Stripe, Inc. (payment processing and billing). Supabase itself runs on Amazon Web Services infrastructure, so AWS is engaged as a sub-processor by Supabase rather than directly by ComplyWise. We do not currently use a third-party error-monitoring subprocessor; if we enable one, we will update this list before it begins processing Customer Data. Privacy questions may be directed to [DPO / privacy contact email].

8.6 Security and Hosting

The Service is hosted on Vercel, which executes the application as managed serverless functions across its edge network; Customer Data is stored in a managed PostgreSQL database and an object store provided by Supabase, each reached over encrypted connections. Application hosting runs in Vercel’s iad1 region (Washington, D.C., USA); the Supabase project — database and object storage — is in us-east-1 (N. Virginia, USA). Vercel’s global edge network serves static assets from locations worldwide, but the application functions that process personal data execute in iad1. We maintain administrative, technical, and organizational safeguards designed to protect Customer Data, including row-level security for tenant isolation, encryption in transit and at rest, envelope encryption of stored secrets, role-based access controls, and a tamper-evident, hash-chained audit log. No system is perfectly secure, and you remain responsible for configuring available security features and for your own credentials and access management.

9. Service Levels and Support

Availability. We will use commercially reasonable efforts to make the Service available on a substantially continuous basis, excluding scheduled maintenance, emergency maintenance, and factors outside our reasonable control. [If you intend to commit to a specific uptime target and remedies, attach a separate Service Level Agreement (SLA); absent an SLA, the Service is provided on a commercially reasonable-efforts basis without a contractual uptime guarantee.]
Support. We provide support through the channels and during the hours described in the Documentation or on your plan. Support scope and response targets may vary by plan tier.
Maintenance and changes. We may perform maintenance and may modify, update, or enhance the Service. We will use reasonable efforts to schedule planned maintenance to minimize disruption.

10. Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated confidential or that a reasonable person would understand to be confidential, including the Service's non-public features, pricing, security details, and roadmap (ours) and Customer Data and business information (yours). The Recipient will (a) use Confidential Information only to perform under these Terms, (b) protect it using at least reasonable care, and (c) not disclose it except to employees, contractors, and advisors who need to know and are bound by comparable confidentiality obligations. Confidential Information does not include information that is or becomes public without breach, was rightfully known before disclosure, is independently developed, or is rightfully received from a third party. The Recipient may disclose Confidential Information if required by law, provided it gives reasonable prior notice where legally permitted. These obligations survive termination for [e.g., three (3) years], except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

11. Warranties and Disclaimers

Limited warranty. We warrant that, during the Subscription Term, the Service will perform materially in accordance with the Documentation under normal use. Your exclusive remedy, and our sole obligation, for breach of this warranty is for us to use commercially reasonable efforts to correct the non-conformity or, if we cannot do so within a reasonable time, to terminate the affected subscription and refund any prepaid, unused fees for the affected period.

Compliance-tool disclaimer. The Service is a compliance-training and record-keeping tool. It is designed to support features associated with standards and frameworks such as 21 CFR Part 11, EU Annex 11, ICH Q9, GAMP 5, SCORM 1.2/2004, and GDPR/UK-GDPR. However, we do not warrant that your use of the Service will cause you to be compliant with any law, regulation, or standard. Achieving and maintaining regulatory compliance depends on your own policies, configuration, validation, procedures, and use. You are solely responsible for your own regulatory compliance, including validating the Service for your intended use, qualifying it within your quality system where required, and determining whether it meets your obligations. The Service does not constitute legal, regulatory, or professional advice.

Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT IT WILL MEET ANY REGULATORY REQUIREMENT. FREE TRIALS, BETA FEATURES, AND EVALUATION USE ARE PROVIDED WITHOUT ANY WARRANTY.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

Exclusion of indirect damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR REGULATORY FINES OR PENALTIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Liability cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES YOU PAID OR OWED FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
Exceptions. The exclusions and cap above do not apply to: (a) your payment obligations; (b) either party's indemnification obligations under Section 13; (c) your breach of Section 7 (Acceptable Use) or infringement or misappropriation of our intellectual property; or (d) liability that cannot be excluded or limited under applicable law (such as for death or personal injury caused by negligence, fraud, or willful misconduct).

These limitations apply regardless of the theory of liability and reflect an agreed allocation of risk that is a fundamental basis of the bargain between the parties.

13. Indemnification

By us. We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights, and we will indemnify you for damages and reasonable costs finally awarded or agreed in settlement. Our obligations do not apply to claims arising from Customer Data, your configuration, combinations with non-ComplyWise products, or use in violation of these Terms. If the Service becomes, or we believe it may become, the subject of an infringement claim, we may, at our option, procure the right for you to continue using it, modify or replace it to make it non-infringing, or terminate the affected subscription and refund prepaid, unused fees. This section states our entire liability and your exclusive remedy for infringement claims.

By you. You will defend us against any third-party claim arising from (a) Customer Data, including any claim that it infringes, misappropriates, or violates a third party's rights or applicable law; (b) your or your Authorized Users' use of the Service in violation of these Terms or applicable law; or (c) your regulatory or compliance determinations and reliance on training records or the Service for regulated activities. You will indemnify us for damages and reasonable costs finally awarded or agreed in settlement of such claims.

Procedure. The indemnified party will promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (provided no settlement imposes obligations on the indemnified party without its consent), and provide reasonable cooperation.

14. [Reserved / Publicity]

Neither party will use the other's name or marks without prior written consent, except that we may identify you as a customer in customer lists and, with your approval, in case studies. [Adjust or remove per your marketing and branding preferences.]

15. Term and Termination

15.1 Term

These Terms begin when you first accept them or access the Service and continue for the duration of your Subscription Term and any renewals, until terminated in accordance with this Section.

15.2 Termination for Convenience (Non-Renewal)

You may terminate by cancelling auto-renewal as described in Section 6, effective at the end of your current paid billing cycle.

15.3 Termination for Cause

Either party may terminate these Terms if the other party materially breaches them and fails to cure the breach within thirty (30) days after written notice (or immediately for a breach that cannot be cured). We may also suspend or terminate immediately if required by law, to protect the security or integrity of the Service, or in the event of your insolvency or bankruptcy.

15.4 Suspension and Workspace Lockout for Non-Payment

If your payment fails or your account becomes past due, or if your subscription is cancelled or your free trial expires without conversion, we may lock, suspend, or restrict access to your Workspace. During a lockout, administrators may be limited to billing-related functions needed to restore the account, and other Authorized Users may be unable to access the Service until the account is brought current. We will use reasonable efforts to provide notice (including in-app past-due notices) before locking the Workspace. Suspension does not relieve you of the obligation to pay fees accrued before suspension.

15.5 Effect of Termination and Data Handling

Upon termination or expiration, your right to access the Service ends, and (except during any lockout period) your Authorized Users will lose access.
Data export. For a period of [e.g., thirty (30) days] after termination (the "Retrieval Period"), and provided your account is not suspended for breach or non-payment, you may request export of Customer Data in a commonly used format, using available export and evidence-package features. [Confirm the export window and mechanics with counsel and product.]
Deletion. After the Retrieval Period, we may delete or de-identify Customer Data in the ordinary course, subject to our backup cycles and any legal retention obligations. Given the regulated nature of training records, you are responsible for exporting and retaining any records you are required to keep before deletion occurs.
Survival. Sections concerning fees accrued, intellectual property, confidentiality, warranties and disclaimers, limitation of liability, indemnification, data handling, governing law and dispute resolution, and any provision that by its nature should survive, will survive termination.

16. Modifications to the Service and to These Terms

To the Service. We may modify, add, or discontinue features of the Service from time to time. We will not materially reduce the core functionality of a paid plan during a paid term without a comparable alternative or, where required, a pro-rata refund.
To these Terms. We may update these Terms. If we make a material change, we will provide reasonable advance notice (for example, by email or in-app notice). Changes take effect on the stated effective date. Your continued use of the Service after the effective date constitutes acceptance. If you do not agree to a material change, your remedy is to stop using the Service and cancel before the change takes effect.
To pricing. Price changes apply to renewals as described in Section 5.3 and will be communicated in advance.

17. Governing Law and Dispute Resolution

These Terms are governed by the laws of [Governing law: e.g., State of Delaware, USA], without regard to its conflict-of-laws rules, and excluding the U.N. Convention on Contracts for the International Sale of Goods.

Informal resolution. Before filing a claim, the parties will attempt in good faith to resolve any dispute informally by contacting each other and negotiating for at least thirty (30) days.

Forum / arbitration. [Choose one and delete the other, on counsel's advice.] (a) Courts: The parties submit to the exclusive jurisdiction of the state and federal courts located in [venue, e.g., Wilmington, Delaware] for any dispute not resolved informally. — OR — (b) Arbitration: Any dispute not resolved informally will be finally resolved by binding arbitration administered by [arbitration body, e.g., the American Arbitration Association] under its applicable rules, seated in [seat], before one arbitrator; judgment on the award may be entered in any court of competent jurisdiction.

Injunctive relief. Nothing in this Section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.

Class action waiver. To the extent permitted by law, disputes will be resolved on an individual basis, and each party waives any right to participate in a class or representative action. [Confirm enforceability in your jurisdictions.]

18. General

Entire agreement. These Terms, together with any Order Form, DPA, and policies referenced here, are the entire agreement between the parties and supersede prior agreements on the subject matter. In case of conflict, an Order Form controls over these Terms for the transaction it describes.
Assignment. You may not assign these Terms without our prior written consent, except to a successor in a merger or sale of substantially all assets that is not a competitor. We may assign these Terms in connection with a reorganization, merger, or sale.
Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
Notices. Legal notices to us must be sent to [legal/notice email or address]. We may provide notices to you via email or in-app.
Waiver and severability. A failure to enforce a provision is not a waiver. If any provision is held unenforceable, the remaining provisions remain in effect and the unenforceable provision will be modified to the minimum extent necessary.
Independent contractors. The parties are independent contractors; these Terms create no agency, partnership, or joint venture.
Export and sanctions. You will comply with applicable export-control and sanctions laws and represent that you are not located in, or a resident of, an embargoed jurisdiction or on a restricted-party list.

19. Contact

ComplyWise, Inc.
[registered address]
General inquiries: [support/contact email]
Legal notices: [legal/notice email]
Privacy / DPO: [DPO / privacy contact email]

Reminder: This is a template. Complete all bracketed placeholders, confirm product-specific behaviors (trial conversion, refund rights, data-retention windows, SLA commitments), and have qualified legal counsel review and adapt this document before publishing or relying on it.