Last Updated: June 5, 2026

BEFORE YOU BEGIN

Please read these Terms carefully

WHAT'S INSIDE

Contents

01. INTERPRETING THIS AGREEMENT

To understand this Agreement, (a) headings are for ease of reference only and will not be used to interpret the Agreement; (b) unless clearly stated otherwise, “including” means “including but not limited to”; and (c) common nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular, and plural as appropriate to the context.

02. DEFINITIONS

The following definitions apply, in addition to terms defined elsewhere within the Agreement:

“Account” is a digital online account assigned to you and linked to your organization, consisting of a username, password, and any information related to you and the Services, to grant you the ability to purchase Services and, if applicable, access and use Compliance Modules.

“Affiliate” means any individual, corporation, partnership, limited liability company, or other organization that directly or indirectly controls, is controlled by, or is under common control with, Harbor Compliance LLC.

“Anonymized Data” means data and information related to your use of the Services that contains no Personal Information and is used by us in an anonymized or aggregated manner.

“API” means the application programming interfaces, software development kits, webhooks, and related technical interfaces we make available to enable integration of the Services with your technology.

“Arbitration” or “Arbitrate” is a dispute resolution process that is less formal than a traditional court proceeding, is guided by a neutral arbitrator as opposed to a judge or jury, and allows for limited factual discovery as compared to a court proceeding.

“Associated Third Party” is a third party with whom we have a mutually beneficial business relationship under a written contract, such as a preferred partner, referral partner, integration partner, reseller, or digital marketing affiliate.

“Authorized User” is a natural person, such as your employee, agent, or contractor, who is authorized by you to access and use the Software Services in accordance with this Agreement on your behalf.

“Content” means any text, image, graphic, audio, video, software, data, form, template, document, AI outputs, interactive features, software, underlying code, and other materials, whether original or third-party works, contained on or within our Services. Content includes Documentation.

“Customer Information” means information, content, and materials, in any form, provided to us by you or a third party, either directly or indirectly, in connection with our provision of the Services to you. Customer Information may include information such as your legal business name, individual name, EIN or SSN, address, email, phone number, driver’s license number, passport number, and signatures, as well as corporate records, powers of attorney, completed forms, authorizations, and other documents. Customer Information may also include Personal Information. Customer Information does not include Anonymized Data. For more information about information we may collect from you in connection with the Services, please see our Privacy Policy.

“Documentation” is any related written materials we may provide at our discretion, such as marketing materials, web pages, or specifications, that describe the Software Services.

“DPA” is a data protection agreement entered into between you and us to address our responsibilities for sharing and safeguarding Personal Information provided to and processed by us in connection with the Services.

“Intellectual Property Rights” means any and all rights now or later in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection. Without limiting the foregoing, Intellectual Property Rights includes any (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all associated goodwill; (c) copyrights and copyrightable works (including computer programs) and rights in data and databases; (d) trade secrets, know-how, and other confidential information; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Order,” “Ordered,” or “Ordering” means requesting or purchasing any of the Services, whether by phone, Website, email, paper application, or other means.

“Ordering Documents” means any quote, proposal, order form, or similar document or information that we provide you directly or in the Portal that itemizes and describes the Services you Ordered, the pricing you will pay for the Services, the Term, and other relevant information setting forth our agreement to provide the Services to you.

“Personal Information” is a subset of Customer Information and includes any data or information in any format that can distinguish, trace, or identify an individual person, either alone or when combined with other personal or identifying information, such as name, address, phone number, email address, bank or credit card account number, identification number, or any other actual or assigned attribute associated with or identifiable to an individual person. Personal Information includes “personal data,” “personal information,” and “personally identifiable information” as these and similar terms may be defined by applicable law.

“Pilot Program” is an intentionally short-term, experimental program in which you may access and use specific Compliance Modules during a Pilot Period to assess performance, feasibility, and user adoption within a defined, limited environment. The “Pilot Period” is the period of time stated in your Ordering Documents.

“Services” include all business and compliance services (such as registered agent, managed, and mail room services), Accounts, Portals, Software Services, Content, training, and support that we offer or provide to our customers, either directly or indirectly, including Subscription Services and Single Services. The Services may also include our website and subdomains at www.harborcompliance.com and the websites and subdomains of our affiliates (collectively, the “Website”) when you use the Website to log in and access Software Services.

“Single Services” are Services provided as one-time purchases that can be completed in a short period of time.

“Software Services” means our online portal (“Portal”) and our proprietary suite of business compliance software-as-a-service modules (the “Compliance Modules”), including any Account through which you access them.

“Subcontractor” is a third-party vendor or contractor that we may utilize from time to time to deliver any part or all of the Services, including our Subprocessors.

“Subprocessor” is a vendor that we may engage to perform specific tasks that involve the accessing, storing, transmitting, using, or other processing of Personal Information in connection with the Software Services.

“Subscription Services” means Services we provide on an annual or other recurring basis, such as registered agent services, managed services, and the Compliance Modules that we make available to you either separately or as part of those Services.

“Term” means the period of time during which you have an open Account, Single Services, or Subscription Services, all as described in Section 22 (Term) below.

“We,” “us,” and “our” refer to Harbor Compliance LLC, Labyrinth, and any other Affiliates.

“You” and “your” refers to the individual person or the company, charitable, or other legal entity on behalf of which the person is Ordering the Services and accepting this Agreement. If you are entering into this Agreement on behalf of a company, charitable, or other legal entity, you represent that you have the authority to bind such entity to these Terms of Service.

03. AGREEMENT

The Ordering Documents, these Terms of Service, our Privacy Policy, the Website Terms of Use, any other terms referenced or linked within them, any DPA, and any statement of work or other written agreement between you and us that by its express terms apply here, all make up the “Agreement” between you and us. Any additional or conflicting provisions in any purchase order, email, or other communication that you provide to us are expressly rejected and do not become part of the Agreement.

In the event of any conflict or inconsistencies between any documents that make up the Agreement, unless otherwise stated in an applicable agreement between you and us, the following order of precedence applies: (a) any applicable written agreement or DPA between you and us, (b) the Ordering Documents, (c) these Terms of Service, (d) the Website Terms of Use, and (e) the Privacy Policy. The Website is governed by the Website Terms of Use.

If you have any objection to any specific term or condition comprising this Agreement, do not use or Order any of the Services.

Changes to These Terms

We reserve the right, in our sole discretion, to change any part or all of the Agreement without prior notice to you. We will notify you of any material changes that we make, including changes to the dispute resolution, governing law, and jurisdiction provisions (any or all of these, “Material Changes”) and of any changes that we are otherwise required to notify you about under any applicable law. We will notify you of Material Changes using the primary email address you provide us. All changes are effective immediately when we post them. Notwithstanding the foregoing, Material Changes will not apply to any disputes that arise prior to the date that you have actual notice of such Material Changes.

The most current version of the Agreement, the publication date of which is stated at the top of the document, will supersede all previous versions. You are solely responsible for periodically reviewing this Agreement to stay informed of any changes. By using or Ordering the Services after an updated version is published, you are agreeing to be bound by the updated and most current version.

You must notify us immediately in the event of any change to your primary contact for this Agreement and any Account, including the name and email contact information for such primary contact or Account.

04. OUR RELATIONSHIP WITH YOU

The relationship between us is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between us, and neither of us shall have authority to contract for or bind the other in any manner.

Not legal, tax, or financial advice. You agree and acknowledge that we are not lawyers (or a law firm), accountants (or an accounting firm), or investment advisors (or an investment advisory firm), and we do not and will not provide you with any legal, tax, or financial advice or opinion of any nature whatsoever. We are not in any way related to or affiliated with any governmental, regulatory, or administrative agency or authority.

You shall not construe any of the Services that we provide in connection with the Services as legal, tax, or financial advice or opinion. This Agreement does not create any attorney-client, tax advisor-client, or financial advisor-client relationship between us and you. We are not acting as your attorney and do not review information you provide to us for legal accuracy or sufficiency. You understand that your Order, download, and use of any feature or functionality of the Services is not intended to and does not in any way provide you with access to or receipt of any legal advice or the practice of law, tax advice, or financial advice. The Services are not a substitute for the advice or opinion of a legal, tax, or financial professional. If you require professional advice for a specific need, or your specific need is too complex to be addressed by our Services, you should consult a licensed attorney, tax professional, or financial professional in your area.

If you have questions about your particular legal, tax, or financial issue, we strongly encourage you to engage appropriate professional advisors to answer those questions before you Order the Services.

05. OUR SERVICES

We offer and provide various organizational and compliance Services to for-profit and non-profit organizations within the United States and its territories, including professional services and proprietary Software Services involving entity management and formation, licensing solutions, registered agent services, tax filings and solutions, and nonprofit compliance solutions. The specific Services you Order are described on your Ordering Documents. We will provide the Services to you as described in the Ordering Documents in accordance with this Agreement.

06. THIRD PARTIES

Subcontractors

We may engage one or more Subcontractors to perform certain Services for you under this Agreement as we determine in our sole discretion. We will remain responsible for the performance of any work performed by our Subcontractors. We have adopted and will maintain adequate policies, procedures, and controls as appropriate to ensure that relevant Subcontractors are in compliance with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, data privacy and security laws and regulations, and other compliance requirements. We will provide a list of our Subprocessors to you upon request.

Associated Third Parties

You may have a relationship with an Associated Third Party in connection with the Services. An Associated Third Party may (a) refer or direct you to the Services; (b) make recommendations to you about the Services; (c) offer or sell the Services directly to you; (d) invoice and collect payments from you for the Services; and (e) otherwise directly administer your relationship with the Services. An Associated Third Party may also provide you with products and services unrelated to the Services.

You may be subject to the Associated Third Party’s terms, conditions, and privacy policies, which may be different from or in addition to this Agreement. You are solely responsible for your decision to select and manage your relationship with any Associated Third Party and assume all risk of working directly with the Associated Third Party. We will work with the Associated Third Party in good faith with respect to the Services they sell to you.

NOTWITHSTANDING THE FOREGOING, WE SPECIFICALLY DISCLAIM, AND YOU RELEASE US FROM, ANY RESPONSIBILITY, LIABILITY, OR LOSSES (AS DEFINED IN SECTION 19 (INDEMNIFICATION) BELOW) OF ANY KIND IN CONNECTION WITH THE ACTIONS AND INACTIONS OF ANY ASSOCIATED THIRD PARTY OR THE QUALITY, ACCURACY, COMPLETENESS, OR RELIABILITY OF THEIR PRODUCTS AND SERVICES.

Sharing Personal Information

We may share your Account information, general business information, and Customer Information with our Subcontractors or Associated Third Parties in performance of the Services on your behalf. Where feasible, we will have or request written contracts with Subcontractors and Associated Third Parties that include confidentiality, privacy, and other provisions relevant to the products and services they provide and information they receive that are no less restrictive than the requirements set forth in this Agreement, in order to safeguard Personal Information in their care. For more information on how we share Personal Information with third parties, see Section 14 (Data Privacy and Security) and our Privacy Policy.

07. SOFTWARE SERVICES

General

We may also provide you with Software Services, including the Compliance Modules as stated in your Ordering Documents. By accessing and using the Software Services, you and your Authorized Users agree to be bound by this Agreement. Your assent to the terms and conditions of this Agreement is assent by and on behalf of your Authorized Users, and any reference to “you” or “your” with respect to the Software Services includes “and your Authorized Users” as applicable.

Accounts

You are responsible for: (a) maintaining the confidentiality of Accounts and passwords and for restricting access to any device you control through which you might access or use the Software Services, and (b) all activities that occur under your Account or password. You may not assign, share, or otherwise transfer any Account to any other person or entity without our prior knowledge and consent. You acknowledge that we are not responsible for third-party access to your Account that results from theft or misappropriation of your Account, and you agree to indemnify, defend, and hold us and our shareholders, directors, officers, employees, agents, affiliates, Subcontractors, contractors, successors, and assigns harmless from any costs or damages that result from such third-party access. You must notify us immediately in the event your Account is compromised. We reserve the maximum right to refuse, suspend, and terminate Accounts in our sole discretion, to the fullest extent permitted by law, including for violations of this Agreement.

Access and Use

In accordance with your Ordering Documents and compliance with the terms and conditions of this Agreement, we will grant to you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to access and use the Software Services during the Term, solely for your internal business use. We will provide you with the necessary credentials and network links or connections to allow you to access the Software Services via internet, API, or other private network. We will also grant to you a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to access and use the Documentation for your internal business purposes in connection with your use of the Software Services.

Pilot Programs

Subject to the terms and conditions of this Agreement and any further access and use restrictions as we may determine from time to time in our discretion, and as otherwise described in your Ordering Documents, if we are providing you a Pilot Program, we grant you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right during the Pilot Period to access and use the Software Services and the Documentation, solely for your internal evaluation purposes. Any limit to the total number of Authorized Users will be set forth in your Ordering Documents. You will not use the Services and Documentation for any purpose other than evaluating and testing such Services internally in connection with assessing whether you desire to enter into a commercial agreement with us for ordinary subscription access to and use of the Services. This Agreement does not provide a commercial access grant, and your access to and use of the Services after the Pilot Period is subject to the parties entering into and executing separate Ordering Documents or agreement for the Services.

Errors and Corrections

We do not guarantee that the Software Services are error-free or free of viruses or other harmful components or that defects will be remedied. We do not guarantee that the information available on or through the Software Services will be correct, accurate, timely, or otherwise reliable. We may make improvements or changes to features, functionality, and Content provided with the Software Services at any time. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Software Services or due to your downloading of any Content from it, except to the extent any resulting damage is determined to have been caused by our gross negligence or willful misconduct.

You are responsible for configuring your information technology and systems in order to access and use our Software Services. You must not misuse our Software Services by knowingly introducing viruses, Trojans, worms, logic bombs, or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to our Software Services, the server on which our Software Services are stored, or any server, computer, or database connected to our Software Services. You must not attack our Software Services via a denial-of-service attack or a distributed denial-of-service attack.

Linking

You may create a hyperlink to the login page of the Software Services, so long as you do not give the appearance of sponsorship, endorsement, or affiliation with any company. You may not remove or obscure, by framing, mirroring or otherwise, or use other techniques that alter the visual presentation of any part of the Software Services. You must not establish a link suggesting any form of association, approval, or endorsement by us or portraying us or any of our Services in a false, misleading, derogatory, or offensive manner. You must not establish a link to our Software Services from any website that is not owned by you. We reserve the right to withdraw linking permission at any time without notice.

Our Software Services may contain links to other websites that are not ours. These websites are not under our control and we are not responsible for their contents or security, links contained within them, or any changes or updates to them. We provide these links to you only as a convenience, and the inclusion of any link does not imply our endorsement of the website or its contents, or any association with or endorsement of its operators.

Acceptable Use

You are responsible and liable for all uses of the Software Services and Documentation resulting from access or use by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement and whether arising from any act or omission.

You are responsible for making all arrangements necessary for you to have access to any Software Services that you Order. You are responsible for ensuring that all Authorized Users who access and use the Software Services and Documentation through your internet connection and technology systems are aware of this Agreement and that they comply with it.

You will not use the Software Services, Documentation, or any part of the Services for any purposes beyond the scope of the access granted in this Agreement. You will not at any time, and will not permit any of your Authorized Users or any third party to, directly or indirectly: (a) copy, modify, or create derivative works of the Software Services or Documentation, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available to others the Software Services or Documentation; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Software Services, in whole or in part; (d) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (e) publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, obscene, indecent, or unlawful topic, name, material, or information; (f) upload files that contain software or other material that would infringe, misappropriate, or otherwise violate any Intellectual Property Right, right of privacy or publicity, or other right of a person; (g) upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Software Services or another computer, application, or system; (h) modify, publish, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit any of the Content, in whole or in part, found on the Software Services; (i) conduct or forward surveys, contests, pyramid schemes, or chain letters; (j) falsify or remove any author attribution, legal, or other notice, designation, or label of the origin or source of software or other material contained in a file that is uploaded or within the Software Services or Documentation; (k) violate any applicable laws or regulations; (l) order, access, or use the Software Services, Documentation, or any aspect of the Services for the purpose of building a competitive product or service or for any other competitive purpose; (m) interfere in any way with the normal operation of the Software Services; or (n) attempt to access the Software Services using a method other than through the interfaces and instructions that we provide.

Suspension

Notwithstanding anything to the contrary in this Agreement, we may temporarily suspend your access to any portion or all of the Software Services if we reasonably determine that there is a threat or attack on any of our Intellectual Property Rights; your use disrupts or poses a security risk to us or any other customer, Subcontractor, or Associated Third Party; you are or may be using the Software Services for fraudulent or illegal activities; you have ceased to continue your business in the ordinary course or have become subject to bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; our provision of the Software Services to you is prohibited by applicable law; or you are using the Software Services in violation of the Acceptable Use provisions; or we decide to do so in accordance with Section 23 (Termination) (any such suspension, a “Software Services Suspension”). We will use commercially reasonable efforts to provide written notice of any Software Services Suspension and to resume access as soon as reasonably possible. You acknowledge and agree that we will have no liability for any damage, liabilities, Losses, or other consequences that you may incur as a result of a Software Services Suspension.

08. CUSTOMER INFORMATION

You grant to us a non-exclusive, transferrable, sublicensable, worldwide, royalty-free license to reproduce, distribute, and otherwise use and display Customer Information and perform all acts with respect to the Customer Information as may be necessary for us to provide the Services to you, including: (a) perform our obligations under this Agreement; (b) compile analyses and statistical information from Customer Information regarding usage and performance of the Software Services and Documentation; (c) provide, monitor, correct, enhance and improve the Services; (d) develop new products and services and accomplish our internal business purposes; (e) aggregate certain Customer Information with other data and create de-identified versions of Customer Information into Anonymized Data; and (f), in perpetuity, use, reproduce, prepare derivative works of, grant sublicenses for, and distribute Anonymized Data for any lawful purpose.

You represent and warrant that (i) you own or have the legal right and authority, and will continue to own or maintain the legal right and authority, to grant to us the license set forth in this section, (ii) you have provided all necessary notices and received the necessary consents to process and to transfer the Customer Information to us, and (iii) the Customer Information will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights or privacy or other rights belonging to us or any third party or violate any applicable law.

09. FEES AND PAYMENTS

Fees

In consideration for our providing you with the Services and the rights granted to you under this Agreement, you will: (a) pay to us all fees and costs at the pricing, rates, and amounts set forth in your Ordering Documents (“Contract Amounts”); (b) reimburse us for all out-of-pocket expenses, filing fees, penalties, late fees, expedite fees, and other amounts we incur in connection with the Services (“Reimbursable Amounts”); and (c) pay to us such other fees, charges, and penalties as we may assess or otherwise charge you from time to time to compensate us for all work (such as re-work, rush requests, and tailored support) we perform and as we may determine in our discretion is necessary to deliver the Services to you in connection with any instruction or request by you, any failure of your responsibilities under Section 10 (Customer Responsibilities) or other provision of this Agreement, or in accordance with our professional standards, this Agreement, or applicable law (“Assessed Amounts”).

You are responsible for all sales, use, and excise taxes and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by you under this Agreement (the “Government Amounts”). If we are required to pay any Government Amounts on your behalf, you will reimburse us for all such payments. Notwithstanding the foregoing, in no event will you pay or be responsible for any taxes imposed on, or regarding, our income, revenues, gross receipts, personnel, or real or personal property or other assets.

Any one or more Contract Amounts, Reimbursable Amounts, Assessed Amounts, and Government Amounts for which you are responsible and must pay to us will collectively and generally be referred to in this Agreement as the “Fees.”

Payments

We will invoice you for Fees consistent with your Ordering Documents, the Services you Order, and as we may determine based on any Services we provide you. We accept payment via credit and debit card, check, money order, and Automated Clearing House (ACH). We do not accept cash payments.

Invoices are due and payable upon receipt or as stated on the invoice, but in no event later than 30 days from the date stated on the invoice. Invoice balances not paid within 30 days shall be subject to interest charges beginning on the 31st day and accruing until the date paid. Interest will accrue at a monthly rate of two percent (2%) above the prime rate as reported by the Federal Reserve Bank of New York as of the date interest begins accruing or the maximum rate permitted by applicable law, whichever is less.

If we have collected any Government Amounts from you that do not get disbursed to a governmental entity for any reason, we will issue a credit to your Account equal to the undisbursed amount. We may apply such credit to any outstanding or future amounts owed by you before requiring any additional payment. Unless otherwise required by applicable law, credits are non-transferable, have no cash value, will not accrue interest, and will expire if not used within 12 months.

All credit card payments are processed by our third-party payment processing vendors. We have no access to or control of your credit card information, including any payment that a vendor declines or the details, accuracy, or timing of credit card transactions processed by any vendor. By making payment by credit card, you expressly assume all risk that the third-party vendor may make an error in processing a payment you make or handling information you provide.

We may conditionally record a credit to your Account upon receipt, submission, authorization, or initiation of a payment by you. However, in no event is a payment effective or deemed received until funds are actually received by us in cleared and available funds.

All payment methods are subject to processing times, bank clearance procedures, and applicable payment network rules. Payments made by ACH may be subject to return or reversal under NACHA Rules; card payments may be subject to chargebacks or reversals; and check payments are subject to collection and clearing processes. In the event any payment is reversed, returned, charged back, or otherwise not successfully completed, such payment will be deemed not received, and you remain responsible for all amounts due.

If your method of payment does not fully pay for all outstanding invoiced Fees, we may accept the partial payment but will not consider, or be deemed to have considered, the payment as full and final. Each time you make a payment to us that is returned unpaid by the bank upon which it is drawn, we will charge you a $35 penalty, which penalty must be paid along with all outstanding invoiced Fees before additional Services will be rendered.

Late Payments

In addition to interest, we reserve the right to assess (a) a late fee and a processing fee on any amount for which we have invoiced you and that you have failed to pay on time, and (b) any amount incurred by us or that, in our discretion, we deem necessary to compensate us for any additional work we are reasonably required to perform in connection with your failure to make timely payment, to the extent permitted by applicable law.

You will reimburse us for all costs we incur in collecting any late payments from you, including attorneys’ fees, whether or not we initiate Arbitration or other legal proceeding against you. In addition to all other remedies available under this Agreement or at law, we have the right to suspend the provision of any or all of the Services to you if you fail to pay any Fees on time and in accordance with this Agreement.

Fee Adjustments

Beginning on the first anniversary date of each Order and each year thereafter, the Contract Amounts will increase by a percentage to be determined in our sole discretion, provided that such increase does not exceed the maximum of ten percent (10%) or, in the case of legacy customers, our prevailing standard rates.

Automatic Payments

By enrolling in our recurring payment program, you authorize us to initiate: (a) recurring ACH debit entries or debit payments from the checking or savings account you specify, or (b) recurring charges from your specified credit or debit card. This authorization applies to one-time and recurring payments and will remain in effect until all amounts due have been paid in full or you revoke such authorization in accordance with this section.

You agree to be bound by any rules of your financial institution for pre-authorized electronic funds and transfers and your debit or credit card issuer requires for pre-authorized debit or credit card transactions. You are responsible for all fees charged by your financial institution associated with the pre-authorized payment option.

For any transactions initiated under this section, you will comply with applicable laws and regulations. You represent and warrant that you are the authorized owner or user of the bank account provided, have full authority to authorize debits and credits to such account, and all information you provide is accurate and complete. You agree that we may initiate debits in the amounts disclosed at the time of authorization and initiate correcting or adjusting entries to address errors or returned transactions. If any debit is unsuccessful, we may reinitiate such debit or pursue alternative payment methods. You are responsible for any fees charged by your financial institution in connection with unsuccessful payments.

YOU HAVE THE RIGHT TO REVOKE YOUR AUTHORIZATION AT ANY TIME ONLINE BY LOGGING INTO YOUR ACCOUNT AND TERMINATING AUTOMATIC PAYMENTS OR BY CALLING US AT 1-888-995-5895. YOU MUST PROVIDE SUFFICIENT TIME TO ALLOW US AND OUR PAYMENT PROCESSORS A REASONABLE OPPORTUNITY TO ACT ON SUCH REVOCATION.

You must keep your banking account and credit and debit information current by logging into your Account and making the changes. If you do not update your information and we are unable to charge your credit or debit card or withdraw funds for the amount due on your Account, you may be subject to applicable late fees as well as any fees or charges assessed by your financial institution.

WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY LOSSES OF ANY KIND THAT YOU MAY INCUR FOR ANY DELAY IN ACH PROCESSING, FAILURES TO COMPLETE TRANSACTIONS CAUSED BY FINANCIAL INSTITUTIONS, ERRORS RESULTING FROM INACCURATE ACCOUNT INFORMATION, OR THE ACTUAL DATE ON WHICH YOUR BANKING ACCOUNT IS DEBITED OR YOUR CREDIT OR DEBIT CARD IS CHARGED.

We reserve the right to change these automatic payment terms and terminate this program or your ability to participate in it at any time. The provisions of this subsection do not in any way terminate or modify other terms, agreements, or policies that apply to your Account, the Services, or other agreements you may have with us.

10. CUSTOMER RESPONSIBILITIES

Representations, Warranties, Covenants

By entering this Agreement and using the Services, you are representing, acknowledging, agreeing, and warranting that: (a) you are at least 18 years of age; (b) you have the legal capacity and authority to enter into a binding contract on behalf of yourself or any entity for which you Order the Services or enter into this Agreement; (c) to the extent you are a business, you are duly organized and validly existing as a corporation or other entity under the laws of the jurisdiction of your incorporation or other organization; (d) you (or at least one of your Authorized Users) has the appropriate binding authority and capacity to manage the Services and the Agreement and make changes on behalf of the entity for which you Order the Services, including its legal entity status, licensure, and the information available to governmental, regulatory, or administrative authorities and the public; (e) you are not seeking, and we have not provided and will not provide you with any legal, tax, or financial advice or opinion of any kind; (f) we may contact you at the phone number, address, and email address you provide to us; (g) you will make timely payment of all Fees in accordance with the Agreement; and (h) this Agreement constitutes a legal, valid, and binding obligation enforceable against you in accordance with these terms.

Cooperation

You acknowledge and agree that our performance and ability to fulfill the Services depends on your full cooperation. You agree to cooperate reasonably and in good faith with us at all times, and will promptly comply with any requests, requirements, and timelines that we may communicate, publish, or make available to you from time to time with respect to our provision of any Services that you Order.

Accuracy, Completeness, Timeliness

You represent, warrant, and agree to provide us with accurate, complete, and timely Customer Information, including instructions, directions, approvals, and signatures, as we may require or request or prompt you, directly or indirectly, whether through our systems, personnel, or the Software Services.

You represent and warrant that all Customer Information you provide us is and will be accurate, complete, and timely in all material respects, and that you will immediately correct any inaccurate, incomplete, or untimely information. You agree to exercise great care to prevent delays in our provision of the Services to you to the extent caused by your actions or inactions.

You are further fully responsible and liable for: (a) the accuracy and completeness and the compliance, sufficiency, and effectiveness under applicable law of all data, documents (including from templates we may provide you), and other information you provide or input into the Services or which is modified by us or at your request; (b) the consequences of any instructions you provide us; (c) informing us of any changes in Customer Information; and (d) maintaining correct Account permissions and settings. Your timely response to requests for information, signatures, documentation, and other materials is required at all times for us to timely and effectively provide the Services to you.

Authorized Signer

In order to fulfill certain Services to you, you must provide us with the name, email, phone number, and such other information as we may request from time to time for any Authorized Signers for your organization. An “Authorized Signer” is an individual authorized by your organization consistent with requirements imposed by applicable federal, state, or local government, and on file with us as an individual authorized to process, approve, receive, and sign official documents and agreements, including Communications and Legal Disclosures, by and on behalf of you and your organization.

You are responsible for providing us with accurate and reliable information in connection with any Authorized Signer. You represent and warrant that any email address, phone number, name, title and other information you provide us in connection with your Authorized Signer is accurate, current, complete, and belongs to you or to a person who has authority to act for you or your business in connection with the Services you Ordered. We will send documents requiring a signature to the Authorized Signer only and will not accept signatures from individuals other than the Authorized Signer. You will not forward any document to another person for signature that is not an Authorized Signer.

If you need to change the name, email, phone number, or other information with respect to your Authorized Signer, you must do so as soon as possible by updating your Account settings or by filling out and submitting the form that we provide you for this purpose, or complying with similar requests. Any update to an email address must be provided at least five business days before the scheduled delivery of a Communication, Legal Disclosure, or other fulfillment of the Services.

Breach

You acknowledge and agree that your failure to act in accordance with this Section 10 (Customer Responsibilities) is a breach of your material obligations under this Agreement and may result in severe consequences to your business or organization. You acknowledge and agree that your failure to provide accurate, complete, and timely Customer Information, including instructions, directions, and approvals, is a breach of your material obligations under this Agreement. Consequences may include: (a) delay in performance of, or complete inability to perform, the Services; (b) untimely filings with the relevant governmental, regulatory, or administrative agencies or authorities; (c) compliance deficiencies; (d) additional Government Amounts, such as late fees, penalties, and costs; and (e) additional Assessed Fees we may charge you for our performance of additional work and re-work to correct delays and complete filings impacted by such failure to the extent that such corrections and completions are possible.

You agree that (i) you are solely responsible for any delays or failures in our performance of the Services and any fees, costs, or damages caused by your breach of this Section 10 (Customer Responsibilities), and (ii) you will pay to us any and all additional Fees you may incur and that we in our sole discretion may assess you to fairly and completely compensate us for all added work performed as a result of such breach and as described in this Agreement.

11. OUR RESPONSIBILITIES

Warranties

We represent, warrant, and promise to perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet our obligations under this Agreement.

No Obligation

The quality and accuracy of all Services we provide to you depends almost exclusively on Customer Information and the directions you provide to us. At no time will we (a) verify the legal or factual accuracy or correctness of any Customer Information or direction that you provide to us; (b) verify that any of your business activities, products, services, licenses, or tax filings are lawful; (c) provide you with any legal, tax, or financial advice or opinion of any nature whatsoever; (d) provide you with suggestions as to what specific information to include in any documents; or (e) review, analyze, or advise you on your particular factual situation or your plans or strategies.

OUR PERFORMANCE OF THE SERVICES MAY DEPEND ON FACTORS OUTSIDE OF EITHER PARTY’S CONTROL, SUCH AS THE RESPONSE TIMES OF GOVERNMENT AGENCIES. WE SPECIFICALLY DISCLAIM, AND YOU RELEASE US FROM, ANY RESPONSIBILITY OR LIABILITY OF ANY KIND FOR ANY DELAYS OR FAILURE IN ANY PERFORMANCE OF THE SERVICES DUE TO THE ACTIONS OF ANY THIRD PARTIES OVER WHICH WE HAVE NO CONTROL.

Entity Formation and Business Registration

Our obligations for entity formation and business registration services and your related responsibilities for such services are incorporated into this Agreement. You must comply with all instructions, requests, and timelines as we may publish or require from time to time with respect to any entity formation and business registration services that you Order.

Registered Agent Services

If you Order registered agent services, you must appoint us as your registered agent. Our obligations for registered agent services and your related responsibilities are incorporated into this Agreement. You must comply with all instructions, requests, and timelines as we may publish or require from time to time with respect to any registered agent services that you Order.

Unauthorized Packages

The registered agent services do not include handling, receiving, storing, forwarding, or delivery of any physical packages or mail addressed to you and sent to registered agent or other addresses or locations that we manage, unless we specifically agree to provide you such services in your Ordering Documents and any statement of work. We have no responsibility or liability whatsoever for any unauthorized packages received at any location, including any misdelivery, loss, damage, or disposal, and you specifically waive any right to claim, dispute, or request compensation related to any unauthorized packages. We will attempt to return unauthorized packages to the sender where feasible. If packages cannot be returned, then we may dispose of them as we may determine. We will invoice you, and you will be responsible, for any fees and charges we incur in returning or disposing of unauthorized packages, and you will defend, indemnify, and hold us harmless against any third-party claims arising out of unauthorized packages.

Mailroom Services

Our obligations for mailroom services and your related responsibilities are incorporated into this Agreement. You must comply with all instructions, requests, and timelines as we may publish or require from time to time with respect to any mailroom services that you Order.

Self Help Tools

We may provide you with certain documents, tools, and ancillary services for you to use for your own benefit (“Self Help Tools”). We provide Self Help Tools merely as a convenience to you. All use of the Self Help Tools is at your own risk. We do not investigate, monitor, or check for accuracy, appropriateness, or completeness of any Self Help Tools or your use of Self Help Tools. You are solely responsible for your use of Self Help Tools, including the selection, applicability, and appropriateness of any Self Help Tools, the accuracy of information contained within the Self Help Tools, and compliance with laws, procedures, guidelines, and other rules associated with Self Help Tools. We may offer ancillary services to the Self Help Tools, such as assisting you with submitting government forms, but you are at all times responsible for the content of any forms, documents, or other materials generated using the Self Help Tools.

Good Standing Guarantee

In our discretion, we may offer a Good Standing Guarantee™ to certain nonprofit organizations for which we provide certain Services. The Good Standing Guarantee guarantees your nonprofit's good standing with respect to the filing of your annual reports and timely charity registration renewals. If we miss a relevant state deadline, we will pay the late fees. This guarantee excludes missed filings due to any breaches of your responsibilities under Section 10 (Customer Responsibilities) and any instances where you are not in good standing for reasons unrelated to filing deadlines.

Clean Slate Guarantee

As part of the “Compliance Pro” bundle of services, we may also offer a “Clean Slate Guarantee.” Subject to limitations, we will cover the penalties (a) assessed on licenses and registrations that will be managed via the Services and (b) owed prior to the start of a subscription for any Services, provided you request reimbursement within 14 days of completing an Order for a Compliance Pro subscription. The amount we will cover in a given jurisdiction will be capped at the total dollar amount of Subscription Services Ordered in that jurisdiction. Notwithstanding the foregoing, the total amount we will reimburse across all jurisdictions will in no event exceed $3,000.

12. E-SIGN DISCLOSURE AND CONSENT

Legal Disclosures

Certain laws or regulations require us to provide information to you in writing (“Legal Disclosures”). We may also require your written signature in order to comply with laws and regulations and perform the Services. We may also submit information to a third party on your behalf, including your authorized electronic signature. With your consent, we can use electronic records and signatures in our relationship with you and provide them to third parties when providing the Services and fulfilling our obligations under this Agreement.

E-Sign Act

The Electronic Signatures in Global and National Commerce Act, 15 U.S.C § 7001, et seq. (E-Sign Act), provides a general rule of validity for electronic records and signatures for transactions in or affecting interstate or foreign commerce. The E-Sign Act permits the use of electronic records to satisfy any statute, regulation, or rule of law requiring that such information be provided in writing if the consumer has affirmatively consented to such use and has not withdrawn such consent.

We are providing this notice to you in order to obtain your agreement and consent to (a) receive Legal Disclosures and other records of information from us in electronic form; (b) generally do business, communicate, and exchange information with us electronically as we require and direct; and (c) use electronic signatures in connection with the same. We reserve the right to furnish to you, and the right to require you to furnish to us, writings or paper copies of information, communications, and Legal Disclosures, in lieu of and in addition to electronic records, at any time in our discretion.

Notice and Scope of Consent

You consent and agree to receive in electronic form any (a) Legal Disclosures and (b) any other communication or information in connection with the Services, and that such electronic forms will be sufficient “writings” as required under any law or regulation. If you do not consent or click “accept” in any prompt by us to provide further consent to any electronic communication, you will not be permitted to use the Services.

You also consent and agree to use your electronic signature to satisfy any statute, regulation, or rule of law requiring that your signature be provided in writing. We both agree and intend that the E-Sign Act apply to the fullest extent permitted by law.

Electronic Communications

“Communications” include all legal, regulatory, or other disclosures required by applicable law in connection with the Services, including Legal Disclosures, as well as other documentation relevant to Services, such as agreements, amendments, account opening documentation, fee schedules, fee arrangements, billing statements, policies and procedures (including our Privacy Policy), terms and conditions, authorizations, updates, notices, responses to claims, transaction history, and any other document or other information required to be provided in writing or that we otherwise provide to you.

For all Communications in connection with the Services, we will deliver Communications to you electronically and, at our discretion, terminate paper delivery of Communications to you. We will obtain and use electronic signatures from you consistent with the E-Sign Act, unless you withdraw your consent to electronic records and electronic signatures.

We will electronically communicate with you using email or SMS text or push notification to your mobile device. We may also communicate with you through the Service Websites using your Account, our mobile applications, by requesting you download an HTML file or PDF or other specified electronic file containing the Communication, or hardware and software requirements to access and retain electronic communications.

Hardware and Software Requirements

In order to access, view, print and retain electronic Communications, you must have:

• A computer, smartphone, tablet, or other device suitable for connecting to the internet

• At least one working, individual email address on file with us

• An operating system (such as Windows, macOS, iOS, or Android)

• A commonly used web browser that we support (such as Google Chrome, Safari, Microsoft Edge, or Firefox)

• Connection to the internet

• Software that enables you to view and display files in HTML and PDF format

• To retain Communications, a printer (for printed copies) or working hard drive or other storage device or means (for electronic copies)

Withdrawing Consent

For all the Services, you have the right to withdraw your consent for electronic delivery at any time. To withdraw your consent, contact info@harborcompliance.com.

We will not charge you any fee or penalty to process the withdrawal of your consent; however, you may not have access to or the continued ability to use the Services. If you withdraw your consent, we reserve the right in our sole discretion to charge you additional Fees for each paper communication we provide you and increase the Fees for the Services we provide to you. We will process your withdrawal of your consent to receive electronic Communications within a reasonable period.

How to Update Your Information

You are responsible for providing us with accurate and reliable information in connection with this consent. You represent and warrant that the email address, phone numbers, authorized signers, and other information you provide us is accurate, current, complete, and belongs to you or to a person who has authority to act for the Services. You must maintain and promptly update us with any changes to this information.

If you need to change an email address, you must do so in your Account or by otherwise providing us with your changes. Any update to an email address must be provided at least five business days before the scheduled delivery of a Communication, Legal Disclosure, or fulfillment of the Services. If you fail to provide timely updates to your email, including the identity of the authorized signer for your Account, you agree to defend, indemnify, and hold us and our shareholders, directors, officers, employees, agents, affiliates, and independent contractors harmless pursuant to Section 19 (Indemnification) for any claims or damages arising from that failure.

Requesting Paper Copies

You may obtain a paper copy of any Communication by printing the electronic record we have sent you or by requesting one from us. We may charge you a reasonable service charge, with prior notice of any such charge, for the delivery of paper copies of any Communication provided to you electronically. To request paper copies, contact legal@harborcompliance.com.

Termination or Changes to Electronic Delivery

We may unilaterally terminate the use of electronic Communications or change the terms or conditions on which we provide these Communications to you at any time without notice unless required by law.

Acceptance and Consent

By consenting to this E-Sign Consent, you agree that you have read and understand its terms; you are authorized to provide consent for the Services and this E-Sign consent; you may terminate or suspend E-Sign consent at any time at your discretion; Communications we provide contain important information and you agree to review them in a timely manner; you are able to download and review HTML or PDF files and have working email and internet access; we may continue to deliver Communications in paper form if needed; your consent does not end until you withdraw it; and you may incur costs from your internet or telephone provider in accessing Communications.

13. ARTIFICIAL INTELLIGENCE

In delivering the Services, we may make available to you certain generative artificial intelligence (“AI”) tools, such as customer service chatbots and our Compliance Navigator AI™ tool, to create content, summaries, or analyses, such as the Compliance Navigator AI Report (all of these, “AI Output”) (AI Output, together with AI tools, the “AI Services”). We may also utilize AI tools to enhance our own internal productivity in delivering the Services. We do not use any AI Services to make significant decisions about you regarding hiring, credit, insurance, housing, or healthcare.

Subject to and conditioned upon your payment of the Fees and compliance with this Agreement, as part of the Software Services we also grant to you the right to access and use certain AI Services during the Subscription Services Term consistent with Section 7 (Software Services) and other requirements of this Agreement. You acknowledge and agree that the AI Services and AI Output are provided for your internal business use and informational purposes only.

You agree to use the AI Services in a responsible and ethical manner consistent with this Agreement. In addition to the restrictions stated in the Acceptable Use subsection of Section 7 (Software Services), you also may not (a) reverse engineer, disassemble, decompile, decode, duplicate, or reproduce training data other than Customer Information, engage in model extraction, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying technology or component of AI Services; (b) access or use AI Services to develop, train, or improve any other AI technology; (c) use web scraping, web harvesting, web data extraction, or any other method to extract data from the AI Services; (d) input Personal Information, trade secrets, or other sensitive information to the AI Services; (e) input Confidential Information (as defined in Section 16) to the AI Services, except solely to the extent strictly necessary and useful to the Services; (f) use AI Services to generate, alter, or produce text, audio, video, or images that are intentionally deceptive, deepfakes, or misinformation; (g) input content to the AI Services that is discriminatory, hateful, or harmful to yourself or another person or organization; or (h) identify AI Output as your or our original work or otherwise use AI Output beyond the scope of permissions granted in this section, except with our explicit, advance written approval.

While we strive to ensure the accuracy and reliability of AI Output, AI Output may inevitably contain inaccuracies or errors and should not be relied upon as a substitute for reasonable human review and judgment. Although AI Output is intended to be current as of the date provided, it may quickly become outdated with the passing of time. You are solely responsible for timely fact-checking AI Output, confirming AI Output does not violate any applicable law or this Agreement, and consulting updated sources for the most current information in connection with any AI Output.

The AI Services are not intended to constitute legal, tax, or financial advice or opinion of any kind. You should consult with qualified professionals before using or relying on any AI Output. By choosing to use or rely on AI Output, you are solely responsible and accountable for determining whether the AI Output is complete, of suitable quality, and accurate.

THE AI SERVICES ARE PROVIDED “AS IS.” WE EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES IN CONNECTION WITH YOUR USE OF OR RELIANCE UPON THE AI SERVICES. YOU ASSUME ALL RISKS AND LIABILITY ASSOCIATED WITH YOUR USE OF THE AI SERVICES.

14. DATA PRIVACY AND SECURITY

Privacy Policy and DPA

Your use of the Services and our provision of the Services to you are subject to our Privacy Policy and any DPA we have with you. Please review our Privacy Policy, which will inform you about our data collection, use, and disclosure practices and safeguards.

Our Commitments

In performing the Services, you may provide us with certain Personal Information. Consistent with this Agreement (including our Privacy Policy and any DPA we have with you), we will (a) not use or disclose Personal Information to any unauthorized person without your prior written consent, unless required by applicable law or law enforcement; (b) employ physical, administrative, and technical safeguards consistent with industry-accepted practices to protect the confidentiality, integrity, and availability of your Personal Information in our care; (c) comply with applicable laws and regulations with respect to Personal Information; and (d) maintain a cyber incident response plan that includes notification to you in the event of a data breach as soon as reasonably practicable after we become aware of it.

We reserve the right to update such safeguards and plans, provided that such updates do not materially diminish the level of security applicable to the Services. You are responsible for reviewing the information we make available regarding our data processing and security and making an independent determination as to whether the Services meet your requirements and legal obligations.

Anonymized Data

We may aggregate, de-identify, and anonymize Personal Information using industry-recognized methods, and use and retain such Anonymized Data as permitted by this Agreement and applicable law.

Your Obligations

You are responsible for selecting, installing, and properly utilizing your own firewalls, endpoint security, backup systems, and other appropriate data security tools. You will employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Information. You are responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Personal Information under your possession or control. You agree to comply with applicable laws and regulations and use only secure methods when transferring or otherwise making Personal Information available to us. If provided to you, you will treat any non-public information about our data privacy and security program as Confidential Information (as defined in Section 16).

15. INTELLECTUAL PROPERTY

Our Services

You acknowledge that, as between you and us, we own all right, title, and interest, including all Intellectual Property Rights, in and to the Services. To the extent any materials included in the Services are provided by third parties, such third parties own all right, title, and interest, including all Intellectual Property Rights, in and to their materials.

We grant you a limited, non-exclusive, revocable, non-transferable license to use the Content for your internal business purposes, including to make modifications to any form we provide you to use in connection with the Services. You agree that you will not (a) use, copy, re-publish, reproduce, resell, or redistribute any such form or other Content, except in accordance with the license we have granted to you under this Agreement, or (b) omit or remove any copyright notice from any form or other Content.

Feedback

If you or your employees, contractors, or agents send or transmit any communications or materials to us by mail, email, telephone, or otherwise that contain, either directly or indirectly, ideas, comments, questions, suggestions, or requests to enhance or improve the Services, such as new features or functionality or the like (“Feedback”), we are free to use or disregard such Feedback in our discretion and without restriction. No Feedback is considered Confidential Information under this Agreement. You fully and irrevocably assign to us, on your behalf and on behalf of your Authorized Users, employees, contractors, and agents, any and all right, title, and interest in and to the Feedback, and we are free to use for any purpose, without any attribution or compensation, any ideas, know-how, concepts, techniques, or other existing or potential Intellectual Property Rights contained in the Feedback.

Customer Information

As between you and us, and subject to the rights and permissions granted elsewhere in this Agreement, you are and will remain the sole and exclusive owner of all right, title, and interest in and to Customer Information, including all Intellectual Property Rights in and to such information.

You unconditionally and irrevocably assign and grant to us (a) all right, title, and interest in and to Anonymized Data, including all Intellectual Property Rights in and to such data, and (b) such right, title, and interest in and to Customer Information to the full extent necessary or useful to us to enforce and exercise our rights and obligations under this Agreement.

Customer Marks

You grant to us a non-exclusive, royalty-free, worldwide license to use your name, logo, and trademarks on our website, customer lists, and marketing materials to identify you as a user of our Services. We will comply with reasonable brand guidelines you provide to us.

Reservation of Rights

We reserve all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any Intellectual Property Rights or other right, title, or interest in or to the Services or any materials provided by third parties.

16. CONFIDENTIAL INFORMATION

Confidentiality

From time to time in connection with this Agreement, either party may disclose or make available to the other information, in any form or medium, about its business affairs, business ownership, products, services, intellectual property, trade secrets, know-how, pricing, third-party confidential information, and other sensitive or proprietary information, whether or not marked, designated, or otherwise identified as “confidential,” that the party considers to be confidential (collectively, “Confidential Information”). Without limiting the foregoing: (a) Customer Information (including Personal Information), (b) any proposal, service quote, contract, or other documentation we provide that describes our pricing, the scope of our Services, and the terms of our engagement with you, and (c) all deliverables and other documents, work product, and materials related thereto, together with all ideas, concepts, processes, and methodologies we develop in connection therewith, shall be considered Confidential Information.

Exclusions

Confidential Information does not include information that (a) was rightfully known to the receiving party without restriction on use or disclosure prior to such information’s being disclosed or made available in connection with this Agreement; (b) was or becomes generally known by the public other than by the receiving party’s or its representatives’ noncompliance with this Agreement; (c) was or is received by the receiving party on a non-confidential basis from a third party that was not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the receiving party without reference to or use of any Confidential Information.

Customer Information Exception

None of the exclusions in the Exclusions subsection above apply to any Customer Information, whether provided by or on behalf of you to us or the Services for processing or generated or derived from such processing, and regardless of whether such Customer Information may be publicly available or otherwise qualify for exclusion under any of the other provisions of the Exclusions subsection.

Obligations

Each party will (a) protect and safeguard the confidentiality of the other party’s Confidential Information using at least the same degree of care it would use to protect its own Confidential Information, which in no event will be with less than a reasonable degree of care; (b) not use the other party’s Confidential Information or permit it to be accessed or used for any purpose other than to perform the obligations under this Agreement (and, in our case, consistent with our Privacy Policy); and (c) not disclose any such Confidential Information to any person or entity, except to the recipient’s representatives who need to know the Confidential Information to assist in the performance of this Agreement.

If you are required by a judicial, administrative, or governmental proceeding, or to the extent any governmental, regulatory, or administrative authority requires you to disclose any Confidential Information, unless prohibited by law you must promptly notify us so that we may either seek an appropriate protective order or other confidential treatment or relief or waive the provisions of this section.

17. REFUND POLICY

No Refunds

As a general policy, and unless otherwise required by applicable law or specifically stated in this Agreement, all Fees paid for the Services are non-refundable.

Undisbursed Fees

In the event you have no remaining Services with us, upon your written request we will refund to you an amount equal to any credit balance remaining in your Account due to undisbursed fees via check sent to the business address and contact we have on file for you, provided that the credits have not expired as described in Section 9 (Fees and Payments).

18. WARRANTY DISCLAIMERS

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” THE SERVICES DO NOT INCLUDE ANY LEGAL, TAX, OR FINANCIAL ADVICE OR OPINION OF ANY KIND. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

WE FURTHER DISCLAIM ANY WARRANTY OF ANY NATURE WHATSOEVER THAT (A) OUR SERVICES APPLY TO YOUR PARTICULAR FACTUAL SITUATION; (B) ANY PROVISION, TERM, OR CONDITION IN ANY CONTENT (INCLUDING ANY FORM, TEMPLATE, OR DOCUMENT) WE PROVIDE YOU IS ACCURATE, SUFFICIENT, OR LEGALLY ENFORCEABLE IN ANY PARTICULAR FACTUAL SITUATION; (C) ANY CONTENT PUBLISHED OR PROVIDED BY ANY GOVERNMENT AGENCY OR OTHER AUTHORITY THAT WE USE IN THE PROVISION OF ANY SERVICE IS ACCURATE, CURRENT, RELIABLE, OR COMPLETE; (D) THE MANNER OR SPEED WITH WHICH A GOVERNMENT AGENCY OR OTHER AUTHORITY WILL PROCESS FILINGS THAT WE MAKE ON YOUR BEHALF WILL MEET YOUR TIMING OR NEEDS; (E) A PARTICULAR GOVERNMENT AGENCY OR OTHER AUTHORITY WILL APPROVE A FILING THAT WE MAKE ON YOUR BEHALF; OR (F) THE QUALITY, ACCURACY, OR RELIABILITY OF ANY PRODUCTS OR SERVICES YOU OBTAIN THROUGH AN ASSOCIATED THIRD PARTY THAT YOU SELECT OR WE REFER YOU TO.

19. INDEMNIFICATION

By Us

We will indemnify, defend, and hold harmless you and your officers, directors, employees, agents, permitted successors, and permitted assigns (each, a “Customer Indemnitee”) from and against any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (“Losses”) incurred by a Customer Indemnitee resulting from any claim or action by a third party (other than an affiliate of a Customer Indemnitee) that your use of the Services in accordance with this Agreement infringes or misappropriates such third party’s Intellectual Property Rights, except if the alleged infringement arises from Customer Information or third-party materials.

By You

To the maximum extent permitted by applicable law, you will indemnify, defend, and hold harmless us and our shareholders, directors, officers, employees, agents, Subcontractors, contractors, successors, and permitted assigns, and those of our Affiliates (each, a “Harbor Indemnitee”), from and against any and all Losses incurred by a Harbor Indemnitee arising from any claim or action by a third party (other than a Harbor Indemnitee), to the extent that such Losses arise out of or result from, or are alleged to arise out of or result from, (a) Customer Information, including any processing of Customer Information by or on behalf of us in accordance with this Agreement; (b) any other materials or information provided by or on behalf of you; (c) allegations of facts that, if true, would constitute a breach of any representations, warranties, covenants, or obligations under this Agreement; or (d) any negligent or more culpable act or omission (including recklessness or willful misconduct) by you or any third party on behalf of you in connection with this Agreement.

Mitigation

If any of the Services are or in our opinion likely to be claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if your use of any Services is enjoined or threatened to be enjoined, we may, at our option and sole cost and expense: (a) obtain the right for you to continue to use the Services as contemplated by this Agreement; (b) modify or replace any of the Services to seek to make them non-infringing while providing materially equivalent features, uses, and functionality, in which case such modifications or replacements will constitute the Services under this Agreement; or (c) by written notice to you, terminate this Agreement and require you to immediately cease any use of the Services or any specified part thereof, subject to your compliance with all post-termination obligations set forth in this Agreement.

THIS SECTION 19 (INDEMNIFICATION) SETS FORTH YOUR SOLE REMEDIES AND OUR SOLE OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY AS CONTEMPLATED BY THIS SECTION.

Indemnification Procedure

Each party shall promptly notify the other party in writing of any claim or action for which such party believes it is entitled to be indemnified pursuant to this Agreement. The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any claim or action without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such claim or action, the Indemnitee shall have the right, but no obligation, to defend against such claim or action, including settling such claim or action after giving notice to the Indemnitor, in such manner and on such terms as the Indemnitee may deem appropriate.

20. LIMITATION OF LIABILITY

Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, CONTRACTORS, SUBCONTRACTORS, SUCCESSORS, OR ASSIGNS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, PUNITIVE, OR MULTIPLE DAMAGES; (b) LOSS OF PRODUCTION, USE, BUSINESS, PROFITS, SALES, OR REVENUES, OR DIMINUTION IN VALUE; (c) IMPAIRMENT, INABILITY TO USE, OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (d) LOSS OF DATA, USE, GOODWILL, REPUTATION, OR OTHER INTANGIBLE LOSS; (e) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA, SYSTEM, OR SECURITY; OR (f) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH OF THE FOREGOING CASES EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR SUCH LOSSES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

Monetary Cap

IN NO EVENT WILL OUR OR OUR MANAGING MEMBERS’, SHAREHOLDERS’, EMPLOYEES’, AFFILIATES’, LICENSORS’, AGENTS’, CONTRACTORS’, SUBCONTRACTORS’, SUCCESSORS’, OR ASSIGNS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE GREATER OF ANY AMOUNTS PAID BY YOU TO US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR TEN DOLLARS ($10.00). THIS LIMITATION DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

21. MANDATORY ARBITRATION; JURY TRIAL WAIVER; CLASS ACTION WAIVER

UNDER NO CIRCUMSTANCES WILL YOU HAVE ANY RIGHT OR AUTHORITY TO BRING OR PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR ARBITRATION FILED AGAINST OR INVOLVING US.

BY ENTERING INTO THIS AGREEMENT, YOU ARE FOREVER WAIVING (a) YOUR RIGHT OR AUTHORITY TO BRING OR PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR ARBITRATION FILED AGAINST US, AND (b) YOUR RIGHT TO HAVE ANY CLAIM YOU HAVE AGAINST US DECIDED BY A JURY.

Notice of a Dispute

If you have a dispute about this Agreement or your access to or use of the Services, you must let us know by emailing us at legal@harborcompliance.com. You must include a description of the dispute and how you propose to resolve it.

Initiating Arbitration Against Us

Instead of filing a lawsuit in court, we both expressly agree to resolve any dispute or conflict of any nature that arises between you and us exclusively in mandatory and binding Arbitration. You may initiate Arbitration against us by sending a written notice addressed as follows:

Such notice will only be effective if it (a) is sent by certified mail, (b) includes a description of the nature and basis of the claim or dispute, and (c) specifies the relief (whether monetary or otherwise) that you are seeking from us and the dollar value of such relief if you are seeking monetary relief (your “Demand”).

We both agree that this provision evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. §§ 1–16 (FAA) will govern its interpretation, enforcement, and proceedings, even if all or part of this Agreement is otherwise exempted from the FAA. The FAA will apply to any and all claims arising out of or relating to (a) your access to or use of the Services; (b) our communications or marketing of the Services; (c) any actual or alleged Intellectual Property Rights; and (d) any other aspect of your relationship with us (each, a “Dispute”). Any Dispute will be resolved exclusively by an arbitrator.

Jury Trial Waiver

WE BOTH AGREE TO WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. WE ARE BOTH ELECTING INSTEAD TO RESOLVE DISPUTES BY ARBITRATION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS SUBJECT TO VERY LIMITED REVIEW.

Class Action Waiver

BY AGREEING TO ARBITRATE, WE BOTH WAIVE OUR RIGHT TO HAVE ANY DISPUTE OR CLAIM BROUGHT OR HEARD IN THE FORM OF A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION BEFORE AN ARBITRATOR. EACH OF US MAY BRING A DISPUTE AGAINST THE OTHER ONLY ON AN INDIVIDUAL PARTY BASIS AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS, AND WE WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS.

If the Dispute is filed as a class, collective, or representative action and there is a final judicial determination that all or part of this class action waiver is unenforceable, then the class, collective, or representative action to that extent must be litigated in a civil court of competent jurisdiction, but any portion of the class action waiver that is enforceable shall be enforced in Arbitration.

Arbitration Rules

Any Arbitration under this Agreement will be administered by the American Arbitration Association under its Consumer Arbitration Rules (the “Rules”) by a single arbitrator. You may obtain a copy of the Rules at www.adr.org or by calling 1-800-778-7879. Regardless of the value of your Demand, we will equally split with you the initial Arbitration filing fee for any Arbitration you initiate, subject to the provisions set forth herein regarding reimbursement. For any Arbitration that we initiate against you, we will pay the entire initial Arbitration filing fee and will not be entitled to any reimbursement from you regardless of the outcome of the Arbitration.

Place of Arbitration

To the extent the Rules allow, you will have the choice to have the arbitrator decide your claim (a) solely on the basis of documents submitted to the arbitrator, (b) after a hearing conducted by telephone, or (c) after a live, in-person hearing. After you have chosen, and assuming you have elected to have the arbitrator decide your claim after either a telephone or live, in-person hearing, we will have the option to participate solely by submitting documents or by telephone, and we will promptly notify the arbitrator of our choice.

If you, or both you and we, have indicated a preference for, or the Rules otherwise require, a live, in-person hearing, the arbitrator will determine the location at which the hearing will take place per the following guidelines: (a) if you have requested a live, in-person hearing but the Rules allow us to participate by submitting documents or by telephone, the arbitrator will conduct the hearing in the county (or parish) where you are domiciled; (b) if you have requested a live, in-person hearing and the Rules require us to attend, the arbitrator will conduct the hearing in Lancaster County, Pennsylvania.

If an in-person arbitration hearing is required and you are an individual rather than a business, the hearing will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. The arbitrator or arbitration panel will apply and be bound by this section and any additional terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award.

Delegation of Arbitrator

Only an arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any Dispute arising out of or relating to the interpretation, applicability, enforceability, or formation of this mutual arbitration agreement, including any claim that all or any part of it is void or voidable. An arbitrator will also have exclusive authority to resolve all threshold arbitrability issues, including issues relating to whether this Agreement is applicable, unconscionable, or illusory and any defense to arbitration. Notwithstanding any other clause contained in this section, any claim that all or part of the class action waiver is unenforceable, unconscionable, illegal, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.

Application to Third Parties

This Mandatory Arbitration, Jury Trial Waiver, and Class Action Waiver will be binding upon and include any claims brought by or against any third parties, such as your spouse, domestic partner, heirs, estate, third-party beneficiaries, and assigns, where their underlying claims arise out of or relate to your use of the Services or this Agreement. To the extent that any third-party beneficiary to this Agreement brings claims against us, those claims will also be subject to this Mandatory Arbitration, Jury Trial Waiver, and Class Action Waiver.

Remedies

Except as provided in the class action waiver, the arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but will not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The arbitrator will apply state or federal substantive law, or both, as is applicable.

If the arbitrator does not award you your full Demand, then we will not be responsible for reimbursing you for Arbitration filing fees and the arbitrator will allocate their fees as they deem appropriate. If the arbitrator awards you your full Demand, then (a) we will reimburse you for the Arbitration filing fee you paid, and (b) the arbitrator may order us to pay some or all of their fees if they deem it appropriate.

Changes

If we change anything regarding the mutual arbitration provision or class action waiver, such changes will go into effect 30 days after we provide you notice and apply to all claims not yet filed regardless of when such claims may have accrued. If we change this section after the date you first accepted this Mandatory Arbitration, Jury Trial Waiver, and Class Action Waiver (or accepted any subsequent changes), you agree that your continued use of the Services 30 days after such change will be deemed acceptance of those changes.

Complete Agreement

This Mandatory Arbitration, Jury Trial Waiver, and Class Action Waiver is the full and complete agreement relating to the formal resolution of Disputes. In the event any portion of this section is deemed unenforceable, the remainder will be enforceable.

Opt Out

If you are an individual consumer and not a business or representative of a business, you may opt out of Mandatory Arbitration by sending written notice of your decision to opt out within 30 days of becoming subject to this Agreement to the Arbitration Notice Address above or to legal@harborcompliance.com. Your notice must include your name and address, the email address used to interact with us, and an unequivocal statement that you want to opt out of the Mandatory Arbitration provision. The opt out notice must be sent by you individually and not by any third party. The opt out will apply only to the Mandatory Arbitration provision, not to any other part of this Agreement.

Survival

This Mandatory Arbitration, Jury Trial Waiver, and Class Action Waiver will survive termination of the Services and the Agreement.

Governing Law and Arbitrator Jurisdiction

The Federal Arbitration Act governs the interpretation and enforcement of all Arbitration provisions in this Agreement. Any arbitrator selected under the Rules to administer an Arbitration under this Agreement will have sole and exclusive jurisdiction to determine the scope, enforceability, and interpretation of the Arbitration provisions in this Agreement.

22. TERM

Accounts

The Agreement becomes effective when you create an Account with us and does not expire so long as you maintain the Account, whether or not you have any active Services. Completion of any Service will not terminate the Agreement so long as you maintain an Account with us.

Single Services

If you Order any Single Service, our obligation to perform such Service will commence as of the Effective Date and end as of the date we complete each Service.

Subscription Services

If you Order any Subscription Services or Services bundle that includes Subscription Services, the term of such Services will commence as of the date you pay us the Fees as set forth in your Ordering Documents (the “Effective Date”). Unless terminated earlier in accordance with Section 23 (Termination), the Subscription Services will continue in effect for a period of one year or for the period of time stated in the Ordering Documents, whichever is longer (the “Initial Term”). The Initial Term of Subscription Services will automatically renew for successive one-year terms (each, a “Renewal Term” and, together with the Initial Term, the “Subscription Term”), unless either party gives the other notice of non-renewal of the Subscription Services at least 90 days prior to the expiration of the then-current Subscription Term. Unless otherwise stated in the Ordering Documents, the Subscription Term may vary for different Subscription Services that you Order.

Pilot Programs

Pilot Programs become effective the date you first access the Software Services and end upon expiration of the Pilot Period. Pilot Periods do not renew unless we issue new Ordering Documents to you stating a new Pilot Period.

23. TERMINATION

By You

You may terminate the Agreement by closing your Account, but only if we are no longer providing any Single Service, Subscription Service, bundle of Services, or Pilot Program to you. If we are providing any Services to you for which there is an active Subscription Term, then you may only terminate such Subscription Service by providing us with timely written notice of non-renewal in accordance with Section 22 (Term). You may terminate a Pilot Program at any time.

By Us

We reserve the right to refuse to provide any additional Services to you and to terminate any Services or the Agreement at any time upon written notice to you. We may terminate the Services or the Agreement either with or without cause and regardless of whether any breach of an obligation by you can be cured, including if (a) you fail to timely pay any Fees that we invoice to you or in accordance with this Agreement; (b) you breach any obligation under this Agreement or any other agreement you have with us; (c) you violate any acceptable use, confidentiality, or data privacy or security requirement in the Agreement or required by applicable law; or (d) we have actual or suspected knowledge that you are using or intend to use the Services for unlawful purposes.

By the Parties

Either party may terminate the Services and this Agreement, effective immediately upon written notice to the other, if the other party: (a) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (b) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (c) makes or seeks to make a general assignment for the benefit of its creditors; or (d) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

24. EFFECT OF EXPIRATION OR TERMINATION

Single Services

Upon expiration or termination of any or all Single Services, you will continue to have access to the Portal and the general business information within your Account. You will otherwise remain bound by this Agreement to the extent applicable. You will pay us for all Fees accrued and invoiced with respect to such Services.

Subscription Services

Upon expiration or termination of any or all Subscription Services, you will continue to have access to the Portal and the general business information within your Account, including any remaining Single Services, so long as you have not taken action to close your Account. You will otherwise remain bound by this Agreement to the extent applicable.

We will immediately disable your access to the Compliance Modules, and you will immediately cease using the Compliance Modules and Documentation. Except as otherwise provided in the Agreement or required by applicable law, all rights, licenses, consents, and authorizations granted by either party will immediately terminate. We will delete Customer Information from our systems in accordance with our internal record retention policies and applicable law. We will cease using Customer Marks and remove them from our marketing materials within 30 days of the date of expiration or termination.

Registered Agent Services

The appointment and maintenance of a registered agent is generally required by statute. If we are listed in public records as your registered agent, we may legally be considered to be providing Registered Agent Services to you. Upon expiration or termination of Registered Agent Services, you must cooperate and pay all Fees as we may reasonably require and assess you in connection with (a) the removal of our local registered agent information from the records of all applicable governmental, regulatory, or administrative authorities, or (b), if you have failed to remove us as your registered agent and we receive a delivery after your subscription has expired or terminated, to renew your registered agent services subscription and access such delivery.

To cancel your Registered Agent Services before the anniversary date of such Services, and to avoid accrual and payment of any additional Fees, you must pay any outstanding Fees and provide us with documentation demonstrating: (i) you have removed us as your registered agent for each business and in each state where you are registered; (ii) you have dissolved or withdrawn your business; or (iii) that we are not listed on any relevant public records for some other reason. If you are unable to provide such documentation, or if you attempt to cancel after the annual renewal, you are solely responsible for ensuring that our registered agent information is removed from any relevant governmental record, for paying any outstanding Fees, and for paying any other Reimbursable Amounts, Assessed Amounts, Government Amounts, and other Fees, including any late fees, fines, penalties, or other assessments.

Pilot Program

Upon expiration or termination of a Pilot Program, we will immediately disable your access to your Accounts and Compliance Modules, and you will immediately cease using the Compliance Modules and Documentation. Except as otherwise provided in the Agreement or required by applicable law, all rights, licenses, consents, and authorizations granted by either party will immediately terminate. We will delete Customer Information from our systems in accordance with our internal record retention policies and applicable law.

Agreement

Upon expiration or termination of this Agreement, except as otherwise provided in the Agreement or required by applicable law, all rights, licenses, consents, and authorizations granted by either party will immediately terminate. We will disable your access to the Software Services. You will pay us for all Fees and Services accrued and provided up through the date of expiration or termination, including for any Services that we are required to provide to you following expiration or termination in accordance with applicable law.

25. FORCE MAJEURE

We will not be liable or responsible to you, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from events outside of our reasonable control (“Force Majeure Events”), including: (a) acts of God; (b) flood, fire, earthquake, extreme weather event, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental, regulatory, or administrative authority; (g) national or regional emergency; and (h) strikes, labor stoppages or slowdowns, or other industrial disturbances. We will resume performance under this Agreement as soon as reasonably practicable after the Force Majeure Event has been resolved or terminated.

26. REMEDIES AND RELIEF

In the event you breach or threaten to breach this Agreement, in addition to any other rights, remedies, or relief available to us:

• The actual or imminent damage to our value and goodwill cannot be calculated, any remedy at law or in damages will be inadequate, and we will, accordingly, be entitled to injunctive relief against you; and

• We will have the right to an accounting and repayment of all profits or other benefits directly realized by you as a result of any such breach, to collect any damages caused by such breach, and to enforce any legal or equitable remedy that we may have against you to prevent further injury to us resulting from such breach.

27. MISCELLANEOUS

Governing Law

The Services are offered, operated, and administered by us from our offices within the United States. This Agreement and any and all claims or disputes arising from or related to the Services, except as required under applicable United States federal laws, shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law provisions. To any extent not covered by Section 21 (Mandatory Arbitration; Jury Trial Waiver; Class Action Waiver), any such action shall be filed only in state or federal courts located in or having jurisdiction including Lancaster County, Pennsylvania, and you consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action.

Non-U.S. Users

The Software Services are not designed for use outside of the United States or to be compliant with any non-U.S. laws. If you access the Software Services from a location outside the U.S., you are responsible for compliance with all local laws. You agree that you will not use our Software Services in any country or in any manner prohibited by any applicable laws, restrictions, or regulations. By entering into this Agreement, you and we expressly disclaim the United Nations Convention on Contracts for the International Sale of Goods, which will not govern or have any application to the interpretation of the Services or this Agreement.

Export Regulations

The Services utilize software and technology that may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to, or make them accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the U.S.

OFAC

To the best of your knowledge, you represent that you, your subsidiaries, and your affiliates (a) are in compliance with all laws administered by the U.S. Office of Foreign Assets Control (“OFAC”) or any other governmental entity imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”) against designated countries (“Embargoed Countries”), regimes, entities, and persons (collectively, “Embargoed Targets”), and (b) are not an Embargoed Target or otherwise subject to any Economic Sanctions Law.

You and your subsidiaries and affiliates warrant that you and they will (a) comply with all Economic Sanctions Laws and (b) will not (i) directly or indirectly export, re-export, transship, transfer, or otherwise deliver the Services, technology that is part of the Services, or any portion of the Services to an Embargoed Target, or (ii) broker, finance, or otherwise facilitate any transaction in violation of any Economic Sanctions Laws.

Assignment

You may not assign, transfer, delegate, or subcontract the Agreement or any part of it without our prior written consent. Any purported assignment, transfer, delegation, or subcontract in violation of this subsection shall be null and void. In no event shall any permitted assignment relieve you of your obligation to pay and other obligations under this Agreement, but we reserve the right to seek payment and recovery from any lawful assignee or the person or entity which has assumed your assets or business.

No Third-Party Beneficiaries

Except as otherwise expressly provided in this Agreement, there are no third-party beneficiaries of the Agreement.

Attorneys’ Fees

You agree that in the event of any Arbitration or other legal action brought by or against us, the non-prevailing party shall pay to the prevailing party all costs and expenses incurred in connection with such action, including attorneys’ fees, court costs, lien fees, and any other costs of litigation or collection proceedings.

Entire Agreement

This Agreement is the entire contract between us and you relating to the Services, and it supersedes all prior or contemporaneous communications, proposals, and agreement, whether electronic, oral, or written, between you and us. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that this Agreement and all related documents be written in English.

Modifications

You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on our Software Services or through direct email communication from us. You are responsible for reviewing and becoming familiar with any modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms.

No Waiver

No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof, unless we explicitly say so in a writing we sign. No single or partial exercise of any right, remedy, power, or privilege under this Agreement precludes any other or further exercise of such or any other right, remedy, power, or privilege.

Severability

If any provision of this Agreement is held or made invalid by a court or arbitrator decision, statute, or rule, or is otherwise made invalid, the remainder of this Agreement will not be affected and will remain in full force and effect.

Survival

Any right, obligation, or required performance under this Agreement which by its express terms or nature and context is intended to survive expiration or termination of this Agreement will survive such expiration or termination, including payments of amounts owed to us, Mandatory Arbitration, Jury Trial Waiver, Class Action Waiver, indemnity, limitation of liability, warranties, intellectual property, data privacy and security, and confidentiality.

Successors and Assigns

Subject to the restrictions on assignment stated in the Agreement, this Agreement is binding upon your successors, assigns, heirs, administrators, transferees, and legal and personal representatives.

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