Legal

CMPAUDIT Terms of Use

Last Modified: August 11, 2026

PLEASE READ THESE TERMS OF USE CAREFULLY.

THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND OBLIGATIONS. IN PARTICULAR, THESE TERMS REQUIRE THAT, BEFORE COMMENCING LITIGATION, MOST DISPUTES BE SUBMITTED TO WRITTEN NOTICE, GOOD-FAITH NEGOTIATION, AND MANDATORY MEDIATION, AS DESCRIBED IN SECTION 21.

THESE TERMS ALSO CONTAIN IMPORTANT INFORMATION REGARDING WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, LIMITATIONS ON THE TIME TO BRING CLAIMS, INDEMNIFICATION, DISPUTE RESOLUTION, AND GOVERNING LAW.

1. Acceptance of the Terms of Use

These terms of use are entered into by and between you and Northwoods Software Development, Inc. (“Northwoods,” "Company," "we," “our,” or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the "Terms of Use"), govern your access to and use of cmpaudit.com, including the CMPAUDIT platform and all related websites, web applications, content, features, functionality, reports, and services (collectively, the “Services”), including any content, functionality, and services offered on or through the Services, whether you access the Services as a visitor or a registered user. If you access or use the Services on behalf of a company, organization, client, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” refer to both you individually and that entity. If you do not have such authority, you may not access or use the Services on behalf of that entity. You further represent and warrant that you have all rights, permissions, and authorizations necessary to submit any website, domain, account, credentials, configuration information, or other materials to the Services and to authorize CMPAUDIT to access, scan, analyze, process, and generate reports regarding them.

Please read the Terms of Use carefully before accepting them. By creating an account or clicking to accept these Terms of Use when the option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at cmpaudit.com/privacy.html, which is incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Services.

2. Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective when we post them on the Services or on such later effective date as may be specified in the updated Terms of Use, and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set forth in these Terms of Use will not apply to any disputes for which the parties had actual notice before the effective date of such changes.

Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so that you are aware of any changes, as they are binding on you.

3. Accessing the Services and Account Security

We reserve the right, in our sole discretion and without notice, to modify, suspend, discontinue, restrict, or terminate the Services or any feature, functionality, service, integration, or content made available through the Services, including website auditing functionality, report generation, AI-powered features, third-party authentication services, subscription offerings, account features, integrations with third-party services, or other features or functionality made available through the Services. We will not be liable if, for any reason, all or any part of the Services is unavailable at any time or for any period.

You are responsible for both making all arrangements necessary to access the Services; and ensuring that all persons who access the Services through your internet connection are aware of these Terms of Use and comply with them.

To access certain features of the Services, you may be required to create an account, authenticate through a supported third-party provider or other authentication method made available through the Services, or provide registration information and other information relating to your account, the websites you authorize the Services to scan, audit preferences, or other information necessary to provide the Services. You represent and warrant that all information you provide is accurate, current, and complete, and you agree to promptly update such information if it changes. You agree that all information you provide to register with this Website or otherwise, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, authentication credential, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and you agree not to provide any other person with access to the Services or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username, password, authentication credentials, or any other breach of security. You should use particular caution when accessing your account from a public or shared computer, mobile device, or other device so that others are not able to view or record your password or other personal information.

You are solely responsible for ensuring that any websites, URLs, login credentials, browser session information, configuration settings, or other information you provide to or use with the Services are accurate and current, that you have all necessary rights and authority to authorize the Services to access or interact with those resources, and that your use of the Services complies with all applicable laws and the rights of any third party.

We reserve the right to suspend, restrict, disable, or terminate any username, password, authentication credential, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion and for any reason, if, in our opinion, you have violated any provision of these Terms of Use or applicable law.

4. Age Limitation

The Services are intended solely for individuals who are at least eighteen (18) years of age. By accessing or using the Services, you represent and warrant that you are at least eighteen (18) years old and have the legal capacity to form a binding contract with the Company, and will use the Services only on your own behalf or on behalf of another person for whom you are legally authorized to act. If you do not satisfy these eligibility requirements, you must not access or use the Services.

5. Intellectual Property Rights

Except for User Content (as defined below), the Services and their entire contents, features, and functionality (including, without limitation, all information, software, text, displays, images, video, audio, user interfaces, databases, reports, audit results, analytics, tools, documentation, AI-generated outputs, and the design, selection, arrangement, and compilation thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Subject to your compliance with these Terms of Use, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes in connection with evaluating websites, generating and reviewing audit reports, monitoring website privacy and consent-management implementations, and using the features and functionality made available through the Services. Except as expressly permitted by these Terms of Use, you must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any material made available through the Services, except as follows:

You must not:

If you print, copy, modify, download, or otherwise use, or provide any other person with access to, any part of the Services in breach of these Terms of Use, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content, software, reports, audit results, functionality, or other intellectual property made available through the Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, patent, trade secret, and other applicable laws.

6. Trademarks

The Company name, the Company logo, and all related names, logos, product and service names, designs, slogans, trade dress, and other branding elements are trademarks or other proprietary marks of the Company or its affiliates, licensors, or other respective owners. You must not use any such marks without the prior written consent of the applicable owner, except as expressly permitted by applicable law. All other names, logos, product and service names, designs, and slogans used in connection with the Services are the trademarks of their respective owners. Reference to any third-party product, service, company, or trademark does not imply any affiliation with, sponsorship by, endorsement of, or approval by the Company unless expressly stated.

7. Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Services:

Additionally, you agree not to:

8. User Content

The Services may permit you to capture, upload, submit, transmit, or otherwise provide documents, information, data, images, communications, website URLs, configuration settings, authentication credentials, customer support communications, or other materials in connection with your use of the Services (collectively, "User Content").

You retain all right, title, and interest in and to your User Content. Nothing in these Terms of Use transfers ownership of your User Content to the Company.

By submitting User Content through the Services, you grant the Company and its affiliates, service providers, contractors, successors, and assigns a non-exclusive, worldwide, royalty-free license to host, store, reproduce, process, transmit, display internally, and otherwise use your User Content solely as reasonably necessary to: operate, maintain, secure, support, and improve the Services; perform website audits, generate reports, and provide the features and functionality of the Services; comply with applicable law, legal process, or governmental request; and enforce these Terms of Use.

You represent and warrant that:

You are solely responsible for your User Content, including its legality, accuracy, completeness, and appropriateness. The Company does not independently verify the accuracy or completeness of User Content and is not responsible for any loss, damage, inaccurate reports or analyses, incomplete or delayed results, or other errors arising from inaccurate, incomplete, outdated, unauthorized, or otherwise deficient User Content submitted by you.

9. Monitoring and Enforcement; Termination

We have the right to:

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone submitting User Content on or through the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review, verify, validate, or monitor all User Content or other information submitted through the Services and cannot guarantee that such User Content complies with these Terms of Use or is accurate, complete, current, or suitable for any particular purpose. Accordingly, we assume no responsibility or liability for any User Content or for any action or inaction relating to the review, processing, removal, or retention of User Content. We have no liability or responsibility to any person or entity for the performance or nonperformance of the activities described in this section.

10. Copyright Infringement

If you believe that any User Content, reports, or other material made available through the Services infringes your copyright, please notify us by contacting us at cmp-support@nwsdigital.com with sufficient information to identify the copyrighted work claimed to have been infringed and the allegedly infringing material. The Company reserves the right to remove or disable access to allegedly infringing material and to suspend or terminate the accounts of repeat infringers or other users who violate the intellectual property rights of others, in appropriate circumstances and at the Company's discretion.

11. No Reliance on Information; No Legal Advice; No Compliance Determination

The Services, including any reports, audit results, analyses, observations, recommendations, automated outputs, and other information made available through the Services, are provided solely for general informational purposes. The Services are designed to assist users in evaluating certain technical aspects of websites and digital properties, but they do not provide legal, regulatory, accounting, tax, cybersecurity, or other professional advice. Nothing made available through the Services constitutes legal advice or should be relied upon as a substitute for the advice of qualified legal or other professional advisors.

The Services do not determine, certify, guarantee, or represent that any website, digital property, organization, or activity complies with any applicable law, regulation, industry standard, contractual obligation, or regulatory guidance. Reports, audit results, analyses, observations, recommendations, and other information generated by or made available through the Services reflect technical observations based on the information available at the time of the applicable audit and are not legal opinions, certifications, or determinations of compliance.

The Services may include, rely upon, or generate information obtained from publicly available sources, third-party services, information provided by you, and automated technologies, including artificial intelligence and machine learning technologies. Although the Company seeks to provide useful and reliable information, the Company does not warrant or guarantee, and expressly disclaims, the accuracy, completeness, timeliness, reliability, or usefulness of any reports, audit results, analyses, observations, recommendations, automated outputs, or other information made available through the Services. Websites, digital properties, third-party technologies, consent management platforms, tracking technologies, browser behavior, applicable laws, regulatory guidance, and industry practices may change at any time. Reports and other outputs generated through the Services reflect observations made at the time an audit is performed and may not reflect subsequent changes. The Services may not identify every issue affecting a website or digital property and may produce false positives, false negatives, incomplete findings, or other inaccuracies.

The accuracy and usefulness of the Services depend, in part, upon the accuracy, completeness, and timeliness of the information you provide and your authorized use of the Services. You are solely responsible for ensuring that the information you submit through the Services, including any websites, digital properties, configuration settings, authentication credentials, and other User Content, is accurate, complete, current, and submitted with all necessary rights, permissions, and authority.

Your use of the Services and your reliance on any reports, audit results, analyses, observations, recommendations, automated outputs, or other information made available through the Services is solely at your own risk. You are solely responsible for evaluating the information provided by the Services, determining whether any action should be taken based on that information, complying with all applicable laws and regulations, and obtaining legal or other professional advice as appropriate. The Company does not guarantee that use of the Services will identify every issue, prevent regulatory enforcement or third-party claims, satisfy any legal or contractual obligation, or result in compliance with any applicable law, regulation, or industry standard.

12. Changes to the Services

We may modify, update, suspend, discontinue, or otherwise change the Services, or any content, features, functionality, products, services, or material made available through the Services from time to time, with or without notice. Although we may update information made available through the Services from time to time, we do not represent or warrant that any content, reports, audit results, analyses, recommendations, automated outputs, or other materials made available through the Services are complete, accurate, current, or up to date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.

13. Information About You and Your Visits to the Services

All information we collect through or in connection with the Services is subject to our Privacy Policy. By using the Services, you acknowledge that your personal information will be collected, processed, used, and disclosed in accordance with the Privacy Policy. Certain features and functionality of the Services require you to provide personal information and other information necessary for the operation of the Services. Your use of those features is subject to our Privacy Policy.

14. Fees, Payment, and Subscriptions

Certain features and functionality of the Services require the purchase of a paid subscription. By purchasing or otherwise subscribing to the Services, you agree to pay all applicable fees and charges associated with the subscription plan you select or that are otherwise specified in an applicable Order Form or other written agreement with the Company. The features, functionality, usage limits, billing terms, and pricing applicable to your subscription are those presented to you at the time you purchase or otherwise subscribe to the Services or specified in an applicable Order Form or other written agreement with the Company. All fees are stated in U.S. dollars unless otherwise indicated and are exclusive of applicable taxes, which you are responsible for paying unless otherwise required by law.

Payments may be processed by one or more third-party payment processors designated by the Company. By providing a payment method, you authorize the Company and its designated payment processor(s) to charge your payment method for all applicable subscription fees, taxes, and other authorized charges in accordance with your subscription plan and these Terms of Use.

Unless otherwise provided in an applicable Order Form or other written agreement, subscriptions automatically renew for successive renewal periods equal to the initial subscription term unless cancelled before the applicable renewal date. By purchasing or subscribing to the Services, you authorize the Company to charge your designated payment method at the beginning of each renewal period unless you cancel your subscription before the renewal date. If subscription pricing changes, the Company will provide any notice required by applicable law before the new pricing becomes effective. Failure to timely pay applicable fees may result in suspension or termination of your access to the Services.

You may cancel your subscription by using any cancellation functionality made available through the Services, by contacting the Company using the contact information provided in these Terms of Use, or as otherwise provided in an applicable Order Form or other written agreement, or by any other method the Company makes available for your subscription plan. Unless otherwise required by applicable law or expressly agreed by the Company in writing, cancellation will become effective at the end of your then-current subscription term or billing period, as applicable.

Except as otherwise required by applicable law or expressly stated by the Company in writing, subscription fees are non-refundable. Cancellation of your subscription will not relieve you of any obligation to pay any fees or charges accrued before the effective date of cancellation. The Company reserves the right to modify its subscription plans, features, functionality, and pricing from time to time. Any changes to recurring subscription fees will apply only to future renewal terms or billing periods after any notice required by applicable law has been provided.

15. Third-Party Websites

The Services may contain or provide access to third-party websites, applications, services, resources, or content for your convenience or as part of the functionality of the Services. The Company does not control, endorse, or assume responsibility for the content, products, services, privacy practices, or availability of any third-party websites or resources. Your use of any third-party website or application is at your own risk and is subject to that third party's terms and policies.

16. Geographic Restrictions

The owner of the Services is based in the United States. The Services are operated from the United States. The Company makes no representation or warranty that the Services or any content, features, or functionality made available through the Services are appropriate or available for use in any particular jurisdiction. If you choose to access the Services from outside the United States, you do so at your own initiative and risk and you are solely responsible for complying with any applicable local laws.

17. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that the Services, or any files, documents, or other materials transmitted to or from the Services, will be free of viruses or other destructive code. You are responsible for implementing appropriate safeguards, including anti-virus protection and procedures for maintaining and reconstructing any lost data. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL ARISING FROM YOUR USE OF THE SERVICES, YOUR TRANSMISSION OF MATERIALS TO OR THROUGH THE SERVICES, OR YOUR USE OF ANY THIRD-PARTY WEBSITE OR SERVICE LINKED TO OR INTEGRATED WITH THE SERVICES.

YOUR USE OF THE SERVICES, THEIR CONTENT, AND ANY SERVICES, FEATURES, FUNCTIONALITY, REPORTS, AUDIT RESULTS, ANALYSES, RECOMMENDATIONS, AUTOMATED OUTPUTS, OR OTHER MATERIALS MADE AVAILABLE THROUGH THE SERVICES IS AT YOUR OWN RISK AND SUBJECT TO THE DISCLAIMERS AND LIMITATIONS SET FORTH IN SECTION 11 (NO LEGAL ADVICE; NO COMPLIANCE DETERMINATION; NO RELIANCE). THE SERVICES AND ALL CONTENT, FEATURES, FUNCTIONALITY, REPORTS, AUDIT RESULTS, ANALYSES, RECOMMENDATIONS, AUTOMATED OUTPUTS, AND OTHER MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION REGARDING THE COMPLETENESS, ACCURACY, TIMELINESS, RELIABILITY, SECURITY, AVAILABILITY, QUALITY, OR PERFORMANCE OF THE SERVICES OR ANY INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SERVICES.

WITHOUT LIMITING THE FOREGOING OR THE DISCLAIMERS SET FORTH IN SECTION 11, THE COMPANY DOES NOT WARRANT OR GUARANTEE THAT ANY REPORTS, AUDIT RESULTS, ANALYSES, OBSERVATIONS, RECOMMENDATIONS, AUTOMATED OUTPUTS, OR OTHER INFORMATION MADE AVAILABLE THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE, CURRENT, TIMELY, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE, OR THAT THE SERVICES WILL IDENTIFY EVERY ISSUE AFFECTING A WEBSITE OR DIGITAL PROPERTY, PREVENT LEGAL OR REGULATORY LIABILITY, OR RESULT IN COMPLIANCE WITH ANY APPLICABLE LAW, REGULATION, INDUSTRY STANDARD, OR CONTRACTUAL REQUIREMENT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE DISCLAIMED OR LIMITED UNDER APPLICABLE LAW.

18. Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, USE OF, OR INABILITY TO USE THE SERVICES, ANY RELATED APPLICATIONS, ANY THIRD-PARTY WEBSITES OR SERVICES LINKED TO OR INTEGRATED WITH THE SERVICES, OR ANY CONTENT, FEATURES, FUNCTIONALITY, SERVICES, OR MATERIALS MADE AVAILABLE THROUGH THE SERVICES, INCLUDING ANY REPORTS, AUDIT RESULTS, ANALYSES, RECOMMENDATIONS, AUTOMATED OUTPUTS, OR OTHER INFORMATION MADE AVAILABLE THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITIES, REGULATORY OR COMPLIANCE-RELATED LOSSES, LOSS OF USE, LOSS OF GOODWILL, AND LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING LIMITATIONS APPLY REGARDLESS OF WHETHER ANY CLAIM IS BASED UPON OR ARISES FROM ANY REPORT, AUDIT RESULT, ANALYSIS, RECOMMENDATION, AUTOMATED OUTPUT, OR OTHER INFORMATION MADE AVAILABLE THROUGH THE SERVICES AND ARE IN ADDITION TO THE DISCLAIMERS AND LIMITATIONS SET FORTH IN SECTION 11.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE COMPANY, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND CONTRACTORS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS OF USE SHALL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED DOLLARS (US $100); OR (B) THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY FOR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

For the avoidance of doubt, nothing in these Terms shall be construed to limit liability that cannot be limited under applicable law, including liability for willful misconduct, gross negligence, or fraud. The one-year limitation stated in Section 22, likewise, does not apply where prohibited by law.

19. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your breach of these Terms of Use, including, but not limited to, your User Content or your submission of false, inaccurate, misleading, or unauthorized User Content; any use of the Services' content, functionality, or services other than as expressly authorized in these Terms of Use; your misuse of any information or materials obtained through the Services; or your infringement or alleged infringement of any intellectual property, privacy, or other rights of any third party, or your violation of applicable law.

20. Governing Law

All matters relating to the Services and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule (whether of the State of Wisconsin or any other jurisdiction).

21. Dispute Resolution: Notice, Informal Resolution, Mandatory Mediation, and Exclusive Forum

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

THIS SECTION REQUIRES THAT, BEFORE COMMENCING LITIGATION, MOST DISPUTES BE SUBMITTED TO WRITTEN NOTICE, GOOD-FAITH NEGOTIATION, AND MANDATORY MEDIATION. EXCEPT AS EXPRESSLY PROVIDED BELOW, NEITHER PARTY MAY COMMENCE LITIGATION UNTIL THOSE PROCEDURES HAVE BEEN COMPLETED.

Except as expressly provided in this Section, you and Northwoods agree that any dispute subject to this Section shall first be submitted to the notice, informal dispute-resolution, and mandatory mediation procedures described below before either party may commence litigation. These procedures are intended to encourage prompt, efficient, and cost-effective resolution of disputes and are contractual conditions precedent to filing suit.

Disputes Covered

This Section applies to any dispute, claim, or controversy between you and Northwoods, its affiliates, and their respective officers, employees, agents, service providers, and other intended third-party beneficiaries (collectively, the "Related Parties"), arising out of or relating to:

If you use the Services on behalf of another person or entity, you represent that you have authority to accept these Terms on behalf of both yourself and that person or entity to the fullest extent permitted by law.

Notice of Dispute Required

Before initiating mediation or filing any court action, the party asserting a dispute must provide a written Notice of Dispute. Notices to you may be sent to the contact information associated with your account or use of the Services. Notices to Northwoods must be sent to:

Northwoods Software Development, Inc.

1572 E. Capitol DriveShorewood, WI 53211

cmp-support@nwsdigital.com

The Notice of Dispute must include the claimant’s name, contact information, a description of the dispute and supporting facts specific to the claimant, the relief requested, and a signature by an authorized representative of the claimant. If a claim is asserted on behalf of another entity, the Notice of Dispute must also identify that entity and the claimant’s authority to act on that entity’s behalf.

Attempted Informal Resolution and Mandatory Mediation

The parties will attempt in good faith to resolve the dispute for sixty (60) days after receipt of a complete Notice of Dispute. Any applicable statute of limitations will be tolled during that period.

If the dispute is not resolved during that period, either party may submit the dispute to non-binding mediation by providing written notice to the other party. Unless otherwise agreed by the parties, the mediation shall be conducted before a mutually agreed mediator. The parties shall participate in the mediation in good faith. Mediation may be conducted in person, by videoconference, or by another mutually agreed method.

Completion of the Notice of Dispute process and the mediation process described above is a contractual condition precedent to litigation, unless a party fails or refuses to participate in the required mediation as provided in this Section. A court may stay or dismiss any proceeding commenced before these procedures have been completed.

Litigation Following Mediation

If the dispute is not resolved through mediation within sixty (60) days after a written request for mediation, or if either party fails to participate in mediation within thirty (30) days after receiving a written request for mediation, either party may commence litigation. Subject to Section 20 (Governing Law), any such litigation shall be brought exclusively in the state or federal courts located in Milwaukee County, Wisconsin, and each party irrevocably submits to the personal jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens.

Provisional Court Relief

Nothing in this Section limits either party's right to seek temporary, preliminary, or provisional injunctive relief from a court solely to preserve the status quo, protect confidential information, prevent unauthorized access, protect intellectual property, respond to security incidents, or prevent imminent and irreparable harm pending completion of the dispute-resolution procedures described in this Section.

Seeking such provisional relief does not waive either party's obligation to complete the Notice of Dispute and mediation procedures set forth above.

Costs and Attorneys’ Fees

Each party shall bear its own attorneys' fees and costs incurred in connection with the Notice of Dispute and mediation process unless otherwise agreed by the parties. If litigation commences following completion of the dispute-resolution procedures described in this Section, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses to the fullest extent permitted by applicable law, to the extent that it is determined that the litigation was frivolous, brought for purposes of harassment, or otherwise pursued in bad faith.

Severability and Survival

If any provision of this Section is held to be invalid, illegal, or unenforceable, that provision shall be severed only to the minimum extent necessary, and the remaining provisions of this Section shall remain in full force and effect. This Section survives termination of your account, termination of these Terms of Use, cessation of your use of the Services, and the end of your relationship with Northwoods.

22. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

23. Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

24. Entire Agreement

The Terms of Use and our Privacy Policy constitute the entire agreement between you and the Company regarding your use of the Services, except to the extent you and the Company have entered into a separate written agreement governing your use of the Services.

25. Your Comments and Concerns

The Services are operated by Northwoods Software Development, Inc., located at 1572 E. Capitol Drive Shorewood, WI 53211.

Questions, comments, requests for technical support, copyright infringement claims, and all other communications relating to the Services or these Terms of Use should be directed to cmp-support@nwsdigital.com.

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