Comma Compliance Terms of Service

Effective October 15, 2026

These Terms of Service (“Terms”) are Comma Compliance’s standard Master Service Agreement. They are published by Tres Comma Compliance Inc., a Delaware corporation doing business as Comma Compliance (“Comma Compliance”, “we”, “us”), of 2261 Market Street STE 22253, San Francisco, CA 94114.

Sections 1 through 29 are the agreement that governs the Services. Sections 30 through 32 cover use of our public websites and apply to everyone, customer or not.

1. How This Agreement Works

1.1 These Terms are the agreement. Together with your Order Form, these Terms form a binding agreement between you (“Customer”, “you”) and Comma Compliance (the “Agreement”). You do not need to sign a separate Master Service Agreement. Signing an Order Form that references these Terms, or placing an order through the Services, binds you to them.

1.2 A signed Master Service Agreement overrides these Terms. If you and Comma Compliance have executed a separate written Master Service Agreement, that agreement is the Agreement, and these Terms do not apply to the Services it covers. An executed Data Processing Addendum governs the processing of personal data. An Order Form, Statement of Work, Security Exhibit, or Service Level Agreement executed by both parties supplements the Agreement and overrides these Terms only as described in Section 1.3.

1.3 Order of precedence. In the event of conflict, the documents control in this order:

An executed Data Processing Addendum, with respect to the processing of personal data.
A separately executed Master Service Agreement, or, if there is none, these Terms.
The applicable Order Form.
The applicable Statement of Work.

An Order Form or Statement of Work controls over these Terms only with respect to a specific term that it expressly identifies and states it is overriding, and that is signed by an authorized representative of each party.

1.4 Negotiated terms. We negotiate and redline the Master Service Agreement, Statement of Work, Data Processing Addendum, and Order Form for customers whose procurement or regulatory requirements call for it. Contact legal@commacompliance.com to start that process. Absent a signed agreement, these Terms apply as written.

1.5 Acceptance. You accept these Terms by signing an Order Form, by placing an order through the Services, by accessing the Services, or by permitting your Authorized Users to do so, whichever happens first.

2. Definitions

The following terms have the meanings given below wherever they appear in this Agreement. Terms defined elsewhere in this Agreement, or in an Order Form, SOW, DPA, amendment, addendum, schedule, or exhibit entered into under or incorporated by reference into this Agreement, have the meanings given there.

“Applicable Law” means any federal, state, local, or other law or statute, and any rule or regulation issued by a government authority, that is, a federal or state regulator.

“Authorized Users” means your personnel (including employees and independent contractors) authorized by you to access the Services under an applicable Order Form.

“Customer Data” means all data, communications, messages, content, and records that you or your Authorized Users submit to, or that the Services capture, ingest, process, or store on your behalf.

“Data Processing Addendum” or “DPA” means the data processing addendum (if any) executed by the parties or incorporated by reference, governing the processing of personal data.

“Order Form” means a document executed by both parties, or an order you place through the Services (including a plan you select and pay for online), that sets forth the commercial terms for a specific subscription, including user count, fees, data hosting region, and term.

“Security Exhibit” means the security exhibit (if any) executed by the parties or incorporated by reference, describing the administrative, technical, and organizational security measures applicable to the Services.

“Services” means the Comma Compliance platform and related services described in an applicable Order Form or Statement of Work.

“Statement of Work” or “SOW” means a document executed by both parties that describes specific implementation or professional services to be performed by Comma Compliance.

“Subscription Term” means the Initial Term specified in the applicable Order Form, including any Renewal Terms.

“Third Party” means any entity, partnership, individual, or organization, including government bodies, other than Comma Compliance or you.

3. Eligibility and Accounts

To enter into this Agreement you must be at least 18 years old, have the authority to bind your organization, and comply with all applicable laws and regulations.

You are responsible for maintaining the confidentiality of your account credentials, for all activity occurring under your accounts, and for promptly notifying us of any known or suspected unauthorized use or credential compromise. You must provide accurate, current, and complete registration information and keep it current. You may not share your account or credentials with unauthorized parties.

4. Scope of Services

Comma Compliance will provide you access to its compliance communications platform. The specific services, channels, integrations, and configurations applicable to your subscription are described in the applicable Order Form.

As part of the Services, Comma Compliance may provision and manage eSIMs and provide you with a designated block of Comma-provided business phone numbers, as set forth in the applicable Order Form.

The Services are made available solely for your internal business use and only for the Authorized Users and data sources identified in the applicable Order Form.

Product descriptions on our websites are marketing material. What we are obligated to deliver is set out in your Order Form and this Agreement.

5. Subscription Term

The initial subscription term will be as specified in the applicable Order Form (“Initial Term”).

Following the Initial Term, each Order Form will automatically renew for successive one (1) year renewal terms (“Renewal Term”) unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

6. Fees and Payment

6.1 Fees. You will pay Comma Compliance the fees set forth in the applicable Order Form (“Fees”). All Fees are payable in U.S. dollars.

6.2 Payment Terms. Payment terms are as specified in the applicable Order Form. Standard payment terms are net 30 days from the invoice date unless otherwise agreed in writing by the parties. If you require a purchase order to process payment, you must provide it upon execution of the applicable Order Form.

6.3 User Increases. You may increase the number of Authorized Users during a Subscription Term. Additional Authorized Users will be billed at the then-current per-user rate, prorated for the remainder of the Subscription Term. Reductions in Authorized Users will take effect only upon a Renewal Term.

6.4 Overages. Any Fees for usage in excess of the subscribed limits (including additional Authorized Users, storage, or message usage) will be invoiced quarterly in arrears at then-current rates. Pass-through charges from third-party platforms or carriers (including per-message fees) are addressed in Section 6.6.

6.5 Late Payment. Comma Compliance may assess interest on undisputed past-due amounts at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law. You must notify Comma Compliance of any good-faith dispute of an invoice within thirty (30) days of the invoice date; undisputed amounts remain payable when due under Section 6.2.

6.6 Third-Party Pass-Through Fees. Where a Third Party platform, network, or carrier (including Meta/WhatsApp) charges usage, messaging, or API fees attributable to your use of the Services, Comma Compliance may pass those Third Party fees through to you with a reasonable description of the charges. Comma Compliance does not control and is not responsible for Third Party pricing changes.

6.7 Taxes. Fees are exclusive of all applicable taxes, duties, and governmental assessments. You are responsible for all applicable taxes, excluding taxes based on Comma Compliance’s net income.

6.8 Billing. Billing inquiries may be directed to billing@commacompliance.com.

7. Pricing Changes

7.1 Pricing will not change during an active Subscription Term.

7.2 Comma Compliance may modify pricing for any Renewal Term. Comma Compliance will provide you with written notice of any renewal price change no later than forty-five (45) days before the end of the then-current term - that is, before the deadline for you to give notice of non-renewal under Section 5.

8. Support and Service Levels

8.1 Comma Compliance will provide standard Services support during business hours, defined as 9:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday, excluding U.S. federal holidays. Comma Compliance will use commercially reasonable efforts to respond to support inquiries within one (1) business day and to prioritize requests related to Service outages, data ingestion failures, or other issues that materially impair your use of the Services.

8.2 Uptime targets, response and restoration times, and any service credits are governed exclusively by a Service Level Agreement (“SLA”) set forth in or incorporated by reference in the applicable Order Form, if any. Absent an SLA in or referenced in the applicable Order Form, the Services are provided on a commercially reasonable efforts basis without a contractual uptime commitment.

9. Third-Party Services and Dependencies

9.1 The Services rely on and interoperate with Third Party platforms, networks, and service providers, including without limitation messaging platforms (such as WhatsApp/Meta), telecommunications carriers, and Customer-designated archive integrations (“Third-Party Services”).

9.2 You acknowledge that the availability, performance, and functionality of the Services may be affected by Third-Party Services. Comma Compliance does not control and is not responsible for Third-Party Services, including outages, service interruptions, policy changes, pricing changes, or technical limitations imposed by such Third-Party Services. Comma Compliance will use commercially reasonable efforts to mitigate the impact of material Third-Party Service changes of which Comma Compliance becomes aware.

9.3 Any failure or degradation of the Services caused by Third-Party Services will not constitute a breach of this Agreement by Comma Compliance.

10. Phone Numbers and Carrier Services

10.1 You retain ownership and control of any phone numbers that you provide to or port into the Services (“Customer-Provided Numbers”). Comma Compliance will use Customer-Provided Numbers solely for the purpose of providing the Services.

10.2 Any phone numbers, eSIMs, or similar identifiers provisioned by Comma Compliance (“Comma-Provided Numbers”) are made available solely for your use during the applicable Subscription Term. Comma Compliance retains ownership and control of any Comma-Provided Numbers, and you acquire no ownership or proprietary rights in Comma-Provided Numbers. The availability, geographic coverage, features, and portability of Comma-Provided Numbers are subject to Third Party carriers, carrier policies, and applicable law, and may vary by jurisdiction.

10.3 Upon termination or expiration of this Agreement, Comma Compliance may reclaim, suspend, or deactivate any Comma-Provided Numbers in accordance with applicable law and Third Party carrier requirements. Upon your written request, Comma Compliance will use commercially reasonable efforts to support porting of Comma-Provided Numbers to a Third Party carrier; however, portability and successful completion of any port request are not guaranteed by Comma Compliance.

11.1 Lawful Capture; Consents and Notices. You are authorized to use the Services solely to capture, archive, and review the electronic communications of your Authorized Users and the data sources you designate. Prior to capturing any communications, and to the extent required by Applicable Law, you will: (a) provide each affected Authorized User with clear and conspicuous notice of your policies regarding the capture, use, storage, and review of an Authorized User’s communications; (b) obtain all consents that are required by Applicable Law, and establish all lawful bases necessary for such capture, processing, archiving, and any cross-border transfer; (c) ensure affected Authorized Users understand the extent (if any) of an affected Authorized User’s expectation of privacy in such communications; and (d) ensure that affected Authorized Users notify third parties communicating with affected Authorized Users, as required by Applicable Law, that such communications are being captured and retained by you.

11.2 Responsibility for Customer Data and Users. You are solely responsible for all Customer Data and for the acts and omissions of your Authorized Users. You represent and warrant that you have all rights, required consents and authorizations, and lawful bases necessary to provide the Customer Data to the Services in order for the Services to process, archive, and transfer Customer Data as contemplated by this Agreement, and that the Customer Data and your use of the Services will not infringe any Third Party right or violate any Applicable Law (including laws relating to privacy, data protection, electronic communications, wiretapping, surveillance, employee monitoring, and recording).

11.3 Privacy Jurisdictions. You will inform Comma Compliance in writing before the Services ingest data subject to GDPR, UK GDPR, PIPL, or other Applicable Law data-protection regimes not already addressed in the applicable Order Form or DPA, and the parties will cooperate in good faith to address such requirements.

11.4 Account Security. Your account security obligations are set out in Section 3.

11.5 Acceptable Use. You will not, and will not permit any Authorized User or Third Party to: (a) use the Services in violation of Applicable Law or this Agreement; (b) attempt to gain unauthorized access to, disrupt, or test the security of the Services without Comma Compliance’s prior written consent; (c) introduce malware or other harmful code; (d) reverse-engineer, decompile, scrape, or attempt to derive the source code or underlying structure of the Services; (e) resell, sublicense, or make the Services available to any Third Party except Authorized Users; or (f) use the Services to build or benchmark a competing product to the Services.

12. Privacy and Security

12.1 Comma Compliance will process Customer Data in accordance with Comma Compliance’s Privacy Policy and applicable security policies (and any DPA or Security Exhibit executed by the parties), each as made available on Comma Compliance’s website and/or incorporated by reference into this Agreement.

12.2 Comma Compliance maintains reasonable administrative, technical, and organizational measures designed to protect Customer Data, consistent with generally accepted industry standards. Upon your reasonable written request and subject to confidentiality obligations, Comma Compliance will make available a summary of Comma Compliance’s then-current security posture and, when available, its most recent SOC 2 report.

12.3 Comma Compliance will notify you without undue delay, and in any event consistent with the timeframe in any applicable DPA, after confirming a security incident affecting Customer Data.

12.4 Comma Compliance may update Comma Compliance’s policies from time to time, provided that any update will not materially reduce the level of data protection applicable to Customer Data during the then-current Subscription Term.

13. Data Ownership and Intellectual Property

13.1 Customer Data. As between the parties, you retain all right, title, and interest in and to Customer Data. Comma Compliance processes Customer Data solely to provide the Services, as permitted by this Agreement and any DPA.

13.2 Comma Compliance IP. As between the parties, Comma Compliance (and Comma Compliance’s licensors) retains all right, title, and interest in and to the Services, the underlying software, infrastructure, documentation, and all related intellectual property, including any improvements and derivative works (collectively, “IP”). Except for the limited right to access and use the Services during the Subscription Term, nothing in this Agreement transfers any IP right to you.

13.3 Usage Data and Feedback. Comma Compliance may generate and use aggregated and de-identified usage data to operate, secure, and improve the Services. Comma Compliance may use any feedback or suggestions you provide without restriction or obligation.

14. No Legal or Regulatory Advice

14.1 The Services provide technical tools for capturing, archiving, and managing communications data. The Services do not constitute legal, regulatory, accounting, or compliance advice to you.

14.2 You are solely responsible for determining your compliance obligations and for configuring and using the Services to meet Applicable Law legal and regulatory requirements.

14.3 Comma Compliance does not warrant that your use of the Services will ensure compliance with any specific Applicable Law, regulation, or industry standard.

15. Warranties and Disclaimer

15.1 Performance Warranty. Comma Compliance represents and warrants that Comma Compliance will provide the Services using commercially reasonable efforts in accordance with generally accepted industry standards.

15.2 Mutual Authority. Each party represents and warrants that it has the right and authority to enter into this Agreement and that doing so will not conflict with any other agreement to which it is a party.

15.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 15.1 ABOVE, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND COMMA COMPLIANCE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMMA COMPLIANCE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT USE OF THE SERVICES WILL ENSURE COMPLIANCE WITH ANY APPLICABLE LAW OR REGULATION. COMMA COMPLIANCE IS NOT LIABLE FOR DELAYS, INTERRUPTIONS, OR LOSS OF DATA IN TRANSIT VIA THE INTERNET OR A THIRD PARTY CARRIER’S NETWORK, OR FOR ISSUES INHERENT IN THIRD-PARTY SERVICES OR SYSTEMS OUTSIDE COMMA COMPLIANCE’S REASONABLE CONTROL.

16. Indemnification

16.1 Customer Indemnification. You will defend and indemnify Comma Compliance and Comma Compliance’s officers, directors, employees, and agents from and against any Third Party claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) Customer Data and your use of Customer Data; (b) Comma Compliance’s processing of Customer Data in accordance with this Agreement; (c) your breach of Section 11 (including any claim relating to the capture, monitoring, or recording of communications, or lack of required notice or consent); (d) your breach of the representations and warranties in Section 15.2; and (e) your use of the Services in violation of this Agreement or Applicable Law.

16.2 Comma Compliance Indemnification. Comma Compliance will defend and indemnify you from and against Third Party claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising from or related to: (i) Third Party claims alleging that the Services, as provided by Comma Compliance and used in accordance with this Agreement, infringe a U.S. patent, trademark, or copyright; (ii) Comma Compliance’s material breach of Comma Compliance’s confidentiality obligations under Section 20 or security obligations under Section 12; or (iii) Comma Compliance’s violation of Applicable Law in Comma Compliance’s provision of the Services. Comma Compliance’s obligation to defend and indemnify does not apply to claims arising from or related to: (a) Customer Data; (b) modification of the Services by anyone other than Comma Compliance; (c) combination of the Services with products, services, or data not provided or authorized by Comma Compliance; or (d) your failure to use updated versions of the Services made available by Comma Compliance.

16.3 Cure Remedy for Infringement. In addition to Comma Compliance’s obligations under Section 16.2, if the Services become, or are likely to become, subject to an infringement claim, Comma Compliance may, at Comma Compliance’s option, (a) procure the right for you to continue using the Services, (b) modify the Services to be non-infringing, or (c) terminate the affected Services and refund any pre-paid, unused Fees to you.

16.4 Procedure. The indemnified party will provide prompt notice of a claim, will allow the indemnifying party to control the defense and settlement (provided no settlement imposes any non-indemnified obligation or admission on the indemnified party without consent by the indemnified party), and will reasonably cooperate at the indemnifying party’s expense.

17. Suspension of Services

17.1 Comma Compliance may suspend your access to the Services upon Notice to and received by you (except as provided in clauses (b) and (c) below) if: (a) you are in material breach of this Agreement and do not cure the breach within thirty (30) days of receipt of Notice; (b) any Fees, other than Fees subject to a good-faith dispute timely raised under Section 6.5, remain unpaid more than thirty (30) days after the invoice date, in which case Comma Compliance may suspend your Services immediately upon Notice to you; or (c) your continued access to the Services would pose a legal, regulatory, or security risk under Applicable Law, in which case Comma Compliance may suspend immediately and provide Notice thereafter. Comma Compliance will use commercially reasonable efforts to provide advance notice of any pending suspension and to limit the scope and duration of any suspension, and will restore Service access to you promptly after the underlying cause of the suspension has been resolved. Suspension does not relieve you of your obligation to pay Fees accruing during any suspension period.

17.2 To the extent technically feasible, suspension under Section 17.1 will be limited to interactive and administrative access, and Comma Compliance will continue to capture and retain Customer Data during a suspension so as not to create a gap in your records, unless prohibited by Applicable Law or Third Party carrier requirements.

18. Limitation of Liability

18.1 Exclusion of Indirect Damages. To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, punitive, exemplary, or consequential damages, including lost profits, revenue, goodwill, or data, regardless of the theory of liability and even if advised of the possibility.

18.2 Liability Cap. Except for the Section 18.3 Excluded Claims below, each party’s total aggregate liability arising out of or related to this Agreement will not exceed the Fees paid or payable by you, or received or to be received by Comma Compliance, in the three (3) months preceding the event giving rise to the claim.

18.3 Excluded Claims. The liability cap in Section 18.2 does not apply to (a) your payment obligations; (b) either party’s indemnification obligations under Sections 16.1 and 16.2 (including your Section 11 consent and capture obligations); (c) either party’s breach of its respective confidentiality obligations under this Agreement; or (d) either party’s liability that cannot be limited under Applicable Law.

19. Data Retention, Export, and Deletion

19.1 During the Term. Comma Compliance will retain Customer Data in accordance with the Services’ configured retention settings.

19.2 Export Window. Upon termination or expiration of this Agreement, your access to the Services will cease. For a period of sixty (60) days following termination or expiration of this Agreement (the “Export Window”), you may export your Customer Data via available self-service tools, or engage Comma Compliance to perform export or migration or extended retention under a separate Order Form or SOW at then-current rates.

19.3 Effect of Non-Payment. Notwithstanding Section 19.2, Comma Compliance has no obligation to provide (a) export assistance to you regarding Customer Data, (b) continued access, or (c) transition services while any undisputed Fees remain past due. You must bring your account current before Comma Compliance is obligated to provide such assistance.

19.4 Deletion After the Export Window. After the Export Window, Comma Compliance may delete Customer Data from Comma Compliance’s systems (including backups, in accordance with Comma Compliance’s standard backup cycle), subject to Sections 19.5, 19.6, and 19.7, and to any legal or regulatory retention obligations applicable to Comma Compliance.

19.5 Regulated-Records Safeguard. Where you are a FINRA member, an SEC Rule 17a-4 record-keeper, or a similarly regulated entity, Comma Compliance will not delete or discard Customer Data solely on account of your non-payment of Fees until the earlier of: (a) expiration of the applicable regulatory retention period for such data; or (b) Comma Compliance having either made the affected Customer Data available to the applicable regulator or obtained the regulator’s written consent to deletion. In the event of such non-payment, you acknowledge and agree that Comma Compliance may, without liability, notify the applicable regulator of the non-payment and provide the regulator with access to or a copy of the affected Customer Data.

19.6 Your Retention Obligations. The Export Window is not a substitute for your own recordkeeping. You are solely responsible for satisfying your regulatory retention obligations and for migrating your records before the end of the Export Window.

19.7 Backups. Comma Compliance’s backup systems are maintained separately from the live production systems used to provide the Services. When Customer Data is deleted or disposed of from live systems under this Agreement, whether at the end of a configured retention period or under Section 19.4, residual copies may persist in encrypted backups until those backups expire in accordance with Comma Compliance’s standard backup cycle. Residual copies: (a) remain subject to the confidentiality and security obligations set forth in this Agreement for so long as those obligations remain in force under the terms of this Agreement; and (b) will not be restored to live systems until those confidentiality and security obligations end or expire pursuant to the terms of this Agreement.

20. Confidentiality

20.1 Each party agrees to keep confidential all non-public, proprietary, or confidential information of the other party (the “Disclosing Party”) disclosed to it (the “Receiving Party”) in connection with this Agreement (“Confidential Information”), including, but not limited to, the terms of any Order Form and Customer Data. The exclusions in Section 20.2 do not apply to Customer Data.

20.2 Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is rightfully received from a Third Party without confidentiality obligations.

20.3 Each party may use the other party’s Confidential Information solely to perform its obligations or exercise its rights under this Agreement, and the Receiving Party will protect the Disclosing Party’s Confidential Information using at minimum a reasonable degree of care. The Receiving Party may disclose Confidential Information to its personnel and Third Party service providers who have a need to know and are bound by comparable confidentiality obligations.

20.4 Compelled Disclosure. A party may disclose Confidential Information to the extent required by law, regulation, or legal or regulatory process, provided that, if legally permitted, it gives the other party prompt notice and reasonable cooperation (at the other party’s expense) to seek protective treatment. This does not prevent a party from meeting a legal deadline under Applicable Law.

20.5 Equitable Relief. Each party acknowledges that breach of this Section 20 may cause irreparable harm to the non-breaching party for which monetary damages are inadequate, and the non-breaching Disclosing Party may seek injunctive relief in addition to other remedies available to it.

20.6 Upon termination or expiration of this Agreement, each party will return or destroy the other party’s Confidential Information in its possession upon request, except as required to be retained by Applicable Law or permitted under this Agreement (and except Customer Data, which is addressed under Section 19).

21. Term, Termination, and Effect

21.1 Termination for Breach. Either party may terminate this Agreement, or an affected Order Form or SOW, for material breach by the other party not cured within sixty (60) days of receipt of Notice from the non-breaching party, except that Comma Compliance may terminate this Agreement, or an affected Order Form or SOW, for your non-payment of undisputed Fees not cured within thirty (30) days of receipt of Notice. A single Notice of breach is effective as Notice under this Section 21.1 and, where applicable, Section 17.1, and the applicable cure periods run concurrently from receipt of that Notice.

21.2 Termination for Insolvency. Either party may terminate immediately upon written notice to the other party if the other party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to a bankruptcy or similar proceeding not dismissed within sixty (60) days.

21.3 Effect of Termination. Upon termination, your access to the Services will cease (subject to the Export Window in Section 19). Except as set out in Sections 21.4 and 21.5, Fees paid are non-refundable, and any unpaid Fees for the then-current Subscription Term remain due and payable.

21.4 Refund on Comma Compliance’s Breach. If you terminate this Agreement for Comma Compliance’s uncured material breach under Section 21.1, Comma Compliance will refund any pre-paid Fees to you for the portion of the Subscription Term after the effective date of termination.

21.5 Termination by Mutual Agreement. The parties may terminate this Agreement, or any affected Order Form or SOW, at any time by mutual written agreement, without cause or penalty, including where continued performance has become impracticable or not commercially sustainable due to Applicable Law, Third Party carrier or platform requirements, or other circumstances outside a party’s reasonable control. Unless the parties agree otherwise in writing, Comma Compliance will refund any pre-paid, unused Fees to you for the portion of the Subscription Term after the effective date of a termination under this Section 21.5.

22. Limitation Period; Survival

22.1 No claim arising out of or related to this Agreement may be brought by either party more than two (2) years after the cause of action accrued, except for claims for non-payment of Fees.

22.2 The following survive termination or expiration: Sections 6 (accrued Fees), 11, 13, 14, 15.3, 16, 18, 19, 20, 22, 23, 24, and 25, and any other provision that by its nature should survive.

23. Assignment

You may not assign or transfer this Agreement without Comma Compliance’s prior written consent, which will not be unreasonably withheld. Comma Compliance may assign this Agreement without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.

24. Force Majeure

Neither party will be liable for failure or delay in performance, other than payment obligations, due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, pandemics, or failures of telecommunications or utility networks.

25. Governing Law and Dispute Resolution

25.1 This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles.

25.2 Any dispute arising out of or relating to this Agreement that the parties cannot resolve through good-faith negotiation will be finally settled through binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration will be conducted before a single arbitrator, seated in San Francisco County, California, and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing three sentences, either party may seek injunctive or other equitable relief in a court of competent jurisdiction located in San Francisco County, California, to protect its IP or Confidential Information. The arbitrator is authorized to award the prevailing party, if any, as determined by the arbitrator, the prevailing party’s reasonable attorneys’ fees and costs, including the fees and expenses of the arbitration. Each party waives any right to a jury trial and to participate in any class, collective, or representative proceeding.

26. Notices

26.1 All notices under this Agreement must be in writing and will be deemed given when delivered by personal delivery, nationally recognized overnight courier, or email with confirmation of receipt (“Notice” or “Notices”).

26.2 Notices to Comma Compliance must be sent to legal@commacompliance.com. Notices to you will be sent to the primary business and legal contacts you designate on your Order Form or in your account.

27. Publicity

Comma Compliance may identify you by name and logo as a customer in Comma Compliance’s marketing materials, website, and customer lists. Comma Compliance will not issue any press release naming you without your prior written consent. You may opt out of the foregoing logo and reference use by Notice to Comma Compliance at legal@commacompliance.com.

28. Changes to These Terms

Comma Compliance may update these Terms from time to time. The current version always appears on this page with its effective date.

28.1 No mid-term changes. A change to these Terms does not apply to you during your then-current Subscription Term. Updated Terms take effect for you at the start of your next Renewal Term.

28.2 Notice. Comma Compliance will give written notice of any material change to these Terms no later than forty-five (45) days before the end of your then-current term - the same deadline that applies to renewal price changes under Section 7.2 - so that you can decline the change by giving notice of non-renewal under Section 5.

28.3 Signed agreements are unaffected. If you and Comma Compliance have executed a separate written Master Service Agreement, that agreement may be amended only by a writing signed by both parties. Posting an update to these Terms does not amend it.

28.4 Website terms. Sections 30 through 32 may be updated at any time, effective when posted.

28.5 Versions. Each version of these Terms carries its effective date at the top of this page. The version in effect on the date of your Order Form governs your subscription until a later version takes effect for you under Section 28.1. Prior versions are available on request from legal@commacompliance.com.

29. General

29.1 Entire Agreement. These Terms, together with all Order Forms, SOWs, and any DPA, addenda, or exhibits executed by the parties, constitute the entire agreement between the parties regarding the Services and supersede all prior discussions, proposals, or agreements, whether written or oral. A separately executed Master Service Agreement supersedes these Terms as described in Section 1.2.

29.2 Relationship. The parties are independent contractors; nothing in this Agreement creates a partnership, agency, or joint venture between the parties.

29.3 Waiver. No waiver of a term of this Agreement or of a breach is effective unless made in writing, and no waiver of one term or breach waives any other term or breach.

29.4 Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable.

29.5 Counterparts; Electronic Signature. This Agreement, and any Order Form, SOW, or agreement referencing these Terms, may be executed in counterparts and by electronic signature, each of which is deemed an original.

29.6 Acknowledgement. BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ AND CONSIDERED THE PROVISIONS OF THIS AGREEMENT AND THAT THE RESTRICTIONS SET FORTH HEREIN ARE FAIR AND REASONABLE, SUPPORTED BY VALID CONSIDERATION, AND REASONABLY REQUIRED TO PROTECT THE LEGITIMATE BUSINESS INTERESTS OF EACH PARTY, AND YOU REPRESENT AND WARRANT THAT THE INDIVIDUAL ACCEPTING THESE TERMS ON YOUR BEHALF HAS THE AUTHORITY TO BIND YOU TO THIS AGREEMENT.

30. Use of Our Websites

This section and those that follow apply whenever you visit commacompliance.com or our other public websites, whether or not you are a customer.

You may view, download, and print pages from our websites for your own internal reference.
Our websites, and the text, graphics, logos, and software on them, belong to Comma Compliance or its licensors. We grant no rights in them other than the limited use described above.
You may not scrape, mirror, republish, or resell website content, or use it to train a model or build a competing product.
Our websites are provided “as is” and “as available”. We do not warrant that they will be uninterrupted or error-free, or that the information on them is complete or current. Nothing on them is legal, regulatory, accounting, or compliance advice.
To the maximum extent permitted by law, we are not liable for indirect, incidental, special, or consequential damages arising from your use of our websites.

31. SMS Communications

Comma Compliance may send text messages (SMS) to mobile numbers you provide through your account settings.

Opt-In: By enrolling your mobile number in Account / Notification Settings and checking the consent box, you agree to receive account, security, and service text messages from Comma Compliance. Consent is voluntary and is not required to use the Services.
Message Types: We send only transactional and service-related messages, including account verification codes, security alerts, and service notifications. We do not send marketing messages via SMS.
Message Frequency: Message frequency varies based on your account activity and service usage.
Rates: Comma Compliance does not charge for text messages. Your carrier’s standard message and data rates may apply.
Opt-Out: Reply STOP to any message to unsubscribe. You will receive one confirmation message and no further texts. You may also remove your number at any time in Account / Notification Settings.
Help: Reply HELP to any message or contact support@commacompliance.com for assistance.
Privacy: Mobile numbers and SMS consent data are not shared with third parties for marketing purposes. See our Privacy Policy for full details.

32. Contact Information

If you have any questions about these Terms, please get in touch or contact us directly:

Comma Compliance

Email: support@commacompliance.com

Legal: legal@commacompliance.com

Phone: 888-884-3318

Address: 2261 Market Street STE 22253, San Francisco, CA 94114