Introduction and Acceptance of Terms

Welcome to AutoComply Software (the “Software”) by Norebase ("we," "our," or "us"). These Terms and Conditions ("Terms") form a binding agreement between Norebase Limited (“Norebase”) and you. This applies whether you’re using the Software, service, and related content (collectively, the "Service") as an individual or on behalf of an organization ("you," "your," "Customer" or “Authorized User(s)”).

By accessing or using the Service, you agree to comply with these Terms and Norebase’s Privacy Policy which is available at https://www.norebase.com/privacy. If you do not agree, please discontinue your use of the Service immediately.

We may update these Terms periodically, and your continued use of the Service constitutes acceptance of such changes.

Account Registration and Responsibilities

Authorized User(s) will be required to create an account. You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account.

Restrictions on Use

You agree not to use the Service for any unlawful activities, including but not limited to fraud, infringement of intellectual property rights, or unauthorized data extraction.

Software and Service

Subject to the terms and conditions of this Agreement, Norebase hereby grants to the Customer a limited, non-exclusive, non-transferable license (the “License”) to access and use during the term of this Agreement solely for the Customer's internal business purposes.

The License includes access to the Service as follows:

• Discovery
• Client/Vendor Due Diligence
• Template Upload and Management by Customer
• Template Mapping and Setup by Customer
• User Access Management
• Document Management and Archiving

The Customer agrees to use the Software solely as described in this Agreement and for lawful purposes. Any unauthorized use of the Software, including but not limited to sublicensing, transferring, or sharing access with unauthorized third parties, is strictly prohibited.

Sanctions Compliance

The Software and Service are not available to, and may not be used by, individuals or entities located in countries subject to economic sanctions or trade restrictions, as determined by applicable regulatory authorities, including the Office of Financial Sanctions, Office of Foreign Assets Control, United Nations, or other relevant bodies. It is the Customer's responsibility to ensure compliance with this provision.

Modifications to the Software

6.1 Right to Modify Software

Norebase may modify and/or update the Software from time to time, provided that such modifications do not materially reduce the Software's performance or capabilities.

6.2 Limitation of Liability for Modifications

Norebase shall have no liability for any damages, liabilities, losses (including loss of data or profits), or other consequences incurred by the Customer, its Authorized Users, or any third party due to modifications to the Software, provided that we will (i) notify the Customer in advance of any significant modifications, and (ii) implement such modifications in a manner designed to minimize disruption.

Software Support

Norebase will use commercially reasonable efforts to provide ongoing support related to the Software.

Fees

8.1 Fees:

Fees are exclusive of any applicable taxes, duties, or charges imposed by any governmental authority. Where required by law, applicable taxes may be deducted at source and remitted to the appropriate tax authority on behalf of the Customer. Any remaining tax obligations shall be the sole responsibility of the Customer unless explicitly stated otherwise.

The Customer authorizes Norebase to charge the payment method provided for all applicable Fees, including recurring charges for subscription renewals, unless the subscription is canceled before the renewal date in accordance with the cancellation policy.

Non-payment of Fees may result in the suspension or termination of access to the Software and Services. Any unpaid Fees must be settled prior to reactivation of the account.

8.2 Billing and Payment:

• Fees are billed in advance on a monthly, quarterly, or annual basis, as selected by the Customer during subscription.
• Fees must be paid in U.S. Dollars by credit/debit card via Norebase’s authorized payment processor, or any other method approved in writing by Norebase.
• Payment must be made using a valid payment method accepted by the Company.

8.3 No Refunds:

8.4 Disputed Charges:

Customer Restrictions and Responsibilities

9.1 Restrictions on Use of Software:

• Modifying, disclosing, or creating derivative works of the Software or Documentation.
• Sublicensing, reselling, distributing, or transferring the Software or Documentation.
• Reverse-engineering, decompiling, or attempting to access source code.
• Using the Software to store or transmit harmful code.
• Violating intellectual property rights or applicable laws through the Software.
• Disabling security features, circumventing protection mechanisms, or engaging in harmful actions.
• Using the Software for any competitive product or service.
• Attempting unauthorized access to the Software or systems.
• Disclosing performance information or analysis to third parties without prior written consent from Norebase, except as required by law or regulatory obligations.
• Exporting software components in violation of export control laws.

9.2 Service Suspension or Revocation:

9.3 Customer Responsibilities:

• Obtaining and maintaining the necessary equipment and Service to use the Software and Service.
• Securing Customer’s infrastructure, accounts, and passwords.
• Providing Norebase and its personnel with access to perform Service.
• Ensuring that Authorized Users comply with this Agreement.

9.4 Capacity:

Confidentiality

10.1 Definition:

10.2 Obligations:

• The Receiving Party must not use the information except as allowed by the Agreement and must treat trade secrets confidentially as long as they qualify for protection under applicable law.
• The Receiving Party must use the same level of care to protect the information as it uses to protect its own confidential data.
• Confidential information can only be disclosed to directors, officers, employees, or contractors who need to know for performance under the Agreement, and those individuals must be bound by confidentiality obligations.
• The Parties agree that Customer Data is considered the Customer's Confidential Information, and the terms of the Agreement are Confidential Information for both Parties.
• However, the terms of the Agreement may be disclosed to legal counsel, advisors, or in the context of enforcing or transferring rights under the Agreement.

10.3 Exceptions:

• (a) enters the public domain without breaching the Agreement.
• (b) the Receiving Party already possesses before disclosure.
• (c) is developed independently.

Data

11.1 Ownership of Customer Data:

11.2 Anonymized Data:

11.3 Data Processing Agreement:

11.4 Employee and Third Party Data:

Representations, Warranties, and Remedies

Each Party represents and warrants that:

• It is validly existing and in good standing under applicable laws.
• It has the corporate power and authority to perform obligations under this Agreement.
• The person signing the Agreement is authorized to do so.
• This Agreement is binding and enforceable, except for insolvency or bankruptcy-related limitations.

Norebase represents and warrants that:

• The Software will conform to the Documentation and specifications in the applicable Order Form.
• It will perform any Service in a professional and workmanlike manner.

Customer represents and warrants that it:

• Will comply with the Agreement and all applicable laws when using the Software and Service.
• Will not infringe upon third-party Intellectual Property Rights in using the Software and Service.

Legal Disclaimer

The Software and Service are provided "AS-IS" and "AS-AVAILABLE."

Norebase disclaims all representations and warranties, whether express or implied, including:

• Warranties of merchantability.
• Warranties of fitness for any particular purpose.
• Warranties of non-infringement or title condition.

Third-Party Service Disclaimer

The Service may integrate with third-party Services, but Norebase does not control these Services. Norebase makes no representations or warranties regarding third-party products or Service and is not liable for any issues arising from their use.

Customer releases Norebase from any claims related to third-party interactions.

Autocomply is a compliance platform designed to assist with regulatory and compliance-related processes. However, Norebase does not provide legal, financial, or professional advice. Users should consult qualified professionals to ensure compliance with applicable laws and regulations.

Indemnification

15.1 Customer Indemnity

Customer agrees to defend Norebase and its affiliates, directors, officers, employees, and agents (“Norebase Indemnified Parties”) from any third-party claims, suits, actions, or proceedings (each a “Claim”).

Customer will indemnify Norebase Indemnified Parties against any related damages, payments, fines, judgments, settlements, liabilities, losses, costs, and expenses, including legal fees, arising from:

• Negligence or willful misconduct by Customer or its affiliates, directors, officers, employees, agents, or other parties acting on Customer's behalf (“Customer Indemnity Parties”).
• Alleged or actual breach of Customer’s representations, warranties, or obligations under the Agreement.
• Customer's use of the Software, including claims from Customer’s employees or agents.
• Any violation of applicable laws by Customer Indemnity Parties.

15.2 Procedures for Indemnification

Customer's indemnification obligations are conditional upon:

• Norebase promptly notifying Customer in writing of any Claim.
• Granting Norebase the option to control the defense and settlement of the Claim (including the right to choose counsel), except for settlements requiring Norebase to take on affirmative obligations.
• Providing reasonable cooperation and assistance to Norebase in defending or settling the Claim.

Limitation of Liability

16.1 Exclusions from Liability

Neither party will be liable for loss of profits or any indirect, special, incidental, reliance, or consequential damages, regardless of the action form (contract, tort, etc.), even if informed of the possibility of such damages.

16.2 Liability Cap

Except for Customer's obligations to pay Fees, breach of confidentiality or intellectual property rights, and indemnification obligations, each party's liability will be capped at the fees actually paid by Customer to Norebase in the 12-month period immediately preceding the event that caused the liability.

16.3 Refund and Cancellation Policies

Refunds are processed in accordance with our Refund Policy. Certain fees may be non-refundable, as detailed in the policy.

16.4 Intellectual Property Rights

All content on the website, including text, graphics, logos, and software, is owned by or licensed to us. Users are granted a limited license to access and use the Service for personal or business purposes but may not reproduce, distribute, or exploit the content without permission.

Term, Termination, and Effect of Termination

17.1 Term

This Agreement shall remain in effect as long as the Customer maintains an active subscription to the Services, subject to earlier termination as provided herein.

17.2 Termination by Customer

The Customer may terminate this Agreement at any time by canceling their subscription through the Software's account settings. Termination will take effect at the end of the current billing cycle.

17.3 Termination by Provider

(a) Norebase may terminate this Agreement, or suspend access to the Services, with prior written notice to the Customer, if:

• The Customer violates any material terms of this Agreement and fails to cure such violation within 14 days of receiving notice of the breach.
• Required by law or regulatory authority.

(b) Immediate termination may occur without prior notice if:

• The Customer engages in activities that threaten the security, integrity, or availability of the Services.

17.4 Effect of Termination

Upon termination:

• Access to the Services will be immediately revoked.
• Any outstanding amounts owed by the Customer will remain payable and due immediately.
• The Customer is responsible for downloading any Customer Data stored within the Services before the termination effective date. Norebase will retain such data for 30 days post-termination for retrieval requests, after which it may be deleted, except where otherwise required by law.

17.5 Survival

The following provisions shall survive termination of this Agreement: Intellectual Property, Indemnification, Confidentiality, Limitation of Liability, Governing Law, and any other clauses that by their nature are intended to survive termination.

17.6 Term (Extended)

The Agreement starts on the Effective Date and continues until the period specified in the initial Order Form (the “Initial Term”).

If the parties sign additional Order Forms, the Agreement will automatically renew for the period specified in the new Order Forms (the “Renewal Term”).

17.7 Termination

• Either party may terminate the Agreement if the other party materially breaches the Agreement and does not remedy the breach within 30 days of written notice (unless the breach cannot be cured, in which case immediate termination is allowed).
• If the other party terminates its business activities, becomes insolvent, or admits an inability to pay debts.
• Either party may terminate the Agreement for convenience with 30 days’ written notice.

17.8 Effect of Termination (Extended)

• Customer's rights to the Software and Service will cease immediately.
• Except in cases of termination by Customer for cause or by Norebase for convenience, Norebase is not obligated to refund prepaid Fees.
• The Receiving Party must return or destroy the Disclosing Party’s confidential Information, as requested.
• If Norebase terminates for convenience, Customer is entitled to a refund for any prepaid Fees for periods during which Service will not be provided.
• Any provision that should survive termination (such as payment obligations and confidentiality) will remain in effect after termination.

General Provisions

18.1 Entire Agreement

This Agreement, the Norebase Privacy Policy, Data Protection Agreement and the Order Forms represents the entire understanding between the Parties regarding the subject matter and supersedes all prior or contemporaneous agreements, proposals, negotiations, conversations, and industry customs.

18.2 Independent Contractors

Neither Party is considered an agent, franchisor, franchisee, employee, representative, owner, or partner of the other Party.

The relationship between the Parties is that of independent contractors, with neither having the authority to assume obligations or make representations on behalf of the other.

18.3 Governing Law and Dispute Resolution

This Agreement shall be governed exclusively by the laws of England and Wales.

In event of any dispute which may arise in connection with this Agreement between you and Norebase, steps will be taken to resolve such dispute amicably through negotiations within a period of ten (10) business days. If this fails, the dispute shall be referred to arbitration under the London Court of International Arbitration (LCIA) Rules. The number of arbitrators shall be one (1). The seat of arbitration shall be London, England. The language to be used in the arbitration proceedings is English Language.

18.4 Assignment

Neither Party can transfer, assign, or delegate any rights or duties under this Agreement without prior written consent from the other Party.

The Agreement may be assigned in connection with a merger, reorganization, consolidation, or sale of all or substantially all of a Party’s assets.

The Agreement is binding upon and benefits the Parties and their successors, representatives, and permitted assigns.

18.5 Amendments and Waivers

Norebase reserves the right to update or amend the terms of this Agreement. Any material changes will be communicated to the Customer through reasonable means, such as email or a notification within the Service, at least 30 days before the changes take effect. By continuing to use the Service after the effective date of the changes, the Customer signifies acceptance of the updated terms. If the Customer does not agree to the revised terms, they may discontinue use of the Service before the changes take effect.

A failure or delay in exercising any right or remedy will not waive it or affect any other right or remedy.

Rights and remedies are cumulative and not exclusive, and the waiver of a breach will not waive subsequent breaches.

18.6 Notices

Notices under this Agreement must be in writing and are considered delivered:

• On the date of personal delivery.
• Five calendar days after being mailed via registered/certified mail or express commercial carrier (or upon written confirmation of receipt).
• One calendar day after being delivered via confirmed electronic means (e.g., email).

18.7 Severability

If any provision of the Agreement is found to be invalid, illegal, or unenforceable by law or public policy, the remaining provisions remain effective.

The Parties will negotiate in good faith to modify the Agreement to reflect the original intent as closely as possible while ensuring enforceability.

18.8 Counterparts

The Agreement may be executed in multiple counterparts, each of which is considered an original, and together they form the same instrument.

Signatures can be exchanged via mail, facsimile, or email.

18.9 Force Majeure

Neither Party is responsible for failure to perform or delay in performance caused by events outside its reasonable control, such as natural disasters, pandemics, acts of terrorism, civil disturbances, disruptions in Service, labor disturbances, and similar occurrences.

This clause ensures that unforeseen events, including malicious third-party actions, do not hold the Parties liable for non-performance.

18.10 Construction

The Agreement is considered the product of both Parties, and any ambiguity will not be construed against or in favor of either Party.