Licensing Agreement

Agreement and Order Form

This software license and subscription agreement (this “Agreement”), together with the Order Form (“Order Form”) Trans-World Compliance Inc. (“Licensor”) and Licensee (“Licensee”) with respect to Licensor’s software solutions, as specified in the Order Form.

  1. Grant of License.  Licensor hereby grants Licensee a worldwide, non-transferable, non-assignable, limited license to use Licensor’s software, as defined with the parameters and for the time frame as specified in the Order Form.
    1. Service.  The term “Service” shall mean use of the Licensor’s FATCA One and/or Country-by-Country Reporter software, which uses proprietary algorithms to determine any data deficiencies, identify records to report, and reporting of these persons or entities in accordance with compliance of the US FATCA IRS guidelines, OECD’s CRS, OECD’s BEPS initiative, local implementations thereof, and FATCA-like regulations implemented by other legal jurisdictions world-wide.
    2. Use.  The term “Use” shall mean Licensee access, view, copy, display, print, and submission of data to tax authorities solely for the legitimate business purpose of adherence to international tax regulations.  The term “Use” shall also include disclosure to third parties (e.g., auditors, regulators, or legal counsel) where such disclosure is required for legal or regulatory compliance purposes of a competent legal or regulatory jurisdiction.
    3. Transaction Record. The term “Transaction Record” means Use of the Service for a single unique combination of an individual or entity name and reference ID (Unique ID and Secondary ID) information of Licensee’s client or potential client.  Reviewing, reloading, remediating, submission, or resubmission to tax authorities of the results of such screening at a future date(s) is not an additional Transaction Record.  Multiple accounts held by a single individual or entity counts as a single Transaction Record.  
    4. Tax Authority Reports.  The submission of any production FATCA or CRS record regardless of format to the Tax Authorities consists of a “Tax Authority Report”.  Each record submitted to the Tax Authorities counts as a single submission regardless of submission reason, including the reporting of multiple accounts, the rejection of records by a tax authority, or the resubmission of Amended, Voided, or Corrected reports.
  2. User Accounts. 
    1. Licensee is permitted a maximum number of user accounts and passwords to access the Service, as specified in the Order Form.  Licensee agrees to only permit direct employees of Licensee who are authorized by Licensee to Use the Service to login via the provided user account and password.
  3. Fees. In exchange for the License, Licensee shall pay to Licensor the fees as specified in the Order Form, which is due and payable within thirty (30) calendar days from the invoicing date. 
    1. Should receive of payment not be received within 30 days after the effective date of the contract or renewal, Licensee agrees to allow Licensor to submit voided records on its behalf to nullify any records submitted during the unpaid use.
  4. Term. This Agreement shall remain in full force and effect during the duration of time as specified on the Order Form (the “Term”).
  5. Automatic Renewal of Agreement.  This Agreement shall automatically renew on an annual basis, indefinitely, unless Licensee sends Licensor written notification of its decision not to renew this Agreement at least thirty (30) calendar days prior to the expiration of the existing Term.  The annual renewal of this Agreement shall be on the same terms and conditions of this Agreement, including any additional services ordered, but subject to any Setup and/or Licensing Fee increases of Licensor which shall not be greater than 10% of the current License Fee amount.  Any other changes in the agreement made by the Licensor may be made provided that Licensor sends Licensee notification of its agreement for the new Term at least sixty (60) calendar days prior to the change in terms.  For any new Term, Licensor may suspend Use in the event that the Licensing Fee due and owing for such new Term is not paid within thirty (30) calendar days from the invoicing date.
  6. Deletion of data. 
    1. Without any renewal or other agreement, Licensee agrees that at the expiration of this agreement Licensor may inactivate the account and delete any and all data without prior notice. 
    2. Upon the request of Licensee, Licensor agrees to delete all Licensee data in Licensors possession in its entirety, destroy or render such data unreadable through standard data destruction methods and confirm destruction of same.
  7. Restrictions.  Licensee, understands, acknowledges and agrees that the License and its Use of the Service are at all times subject to the following restrictions, and that any material breach by Licensee of any one of the following restrictions or multiple breaches of any of the following restrictions that collectively result in a material breach, may result in the immediate termination of this Agreement and the License by Licensor without any refund (in whole or in part) of the Fee.
    1. Rights. Licensor retains all rights, title and interest under applicable contractual, copyright and related laws in and to the Service and Licensee shall use such Service consistent with such right, title and interest and notify Licensor of any threatened or actual infringement thereof which may come to Licensee’s attention.  Licensee shall notify Licensor immediately of (i) any changes to the information on Licensee's application to Licensor for services, including its FATCA One Service Application and/or (ii) any representation or warranty made by Licensee to Licensor in this Agreement.  Licensee shall at no time represent that it is the authorized agent or representative of Licensor.
    2. Use of Service (General).  Licensee shall not under any circumstances Use the Service in violation of any and all national, state/provincial or local /municipal laws, rules or regulations applicable to Licensee, including, but not limited to regulations regarding the submission, disclosure, or otherwise sharing of data with any third party or tax authority.  Licensee agrees it acquired consent to processing client data and will adhere to GDPR and US/EU Privacy Shield data privacy principles.
    3. Use of Service (Specific).  Licensee is solely responsible for verifying the accuracy and completeness of the Data prior to Licensee’s transfer of Data to tax authorities or other third parties.
    4. Reverse Engineering.  Licensee shall not take any action or use any network monitoring or discovery software or process to determine the architecture of the software Licensor uses to deliver and support the Service. 
    5. Liability.  Under no circumstances will Licensor be liable to Licensee or to any third party claiming through, in connection with, or as the result of an action taken by Licensee with respect to the Use of the Service, including, the truth or accuracy of the Data or the timing and delivery of Data to tax authorities to the extent such liabilities or actions do not result from the willful misconduct or gross negligence of Licensor.
  8. Confidentiality.  Licensee agrees to use its best commercial efforts to prevent any unauthorized person or entity from gaining access to the Service and to the data supplied by Licensee.  In this Clause, “best commercial efforts” means a standard no less than the applicable industry standard for similar Licensors of commercial software.  Licensor agrees to use its best commercial efforts not to make any data provided by Licensee available to any unauthorized third party.  Both Parties agree to promptly notify the other of any unauthorized access to or Use of the Service and/or disclosure of Licensee’s data.  Both Parties agree to use all commercially reasonable efforts to take remedial measures to rectify any such unauthorized access or Use of the Service and/or disclosure of Licensee’s data.

All non-public data related to Licensee or supplied by Licensee in respect to the Use of the Service is information designated by Licensee to be confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential, which includes, without limitation, the data profiles of persons or entities identified by Licensee as needed for processing and reporting.  Licensor shall not disclose any confidential information to third parties, except to authorised personnel as are necessary to advise on or facilitate the Use of the Service.  Licensor shall take reasonable security precautions, no less vigorous than those precautions Licensor takes to protect is own confidential information, to keep Licensee's information confidential.

Upon request by the Licensee at any time, unless required by law to retain, Licensor shall return to Licensee all originals, copies, reproductions and summaries of confidential information or certify destruction of same.

  1. Licensee Representations & Warranties.  Licensee represents, warrants, and agrees that:
    1. It agrees to at all times to adhere to Licensor’s Policies and Procedures as posted in Trans-World Compliance website located at www.transworldcompliance.com/policies.html.
  2. Indemnification.  Licensee hereby agrees to indemnify, defend and hold harmless Licensor from and against any and all costs, claims, demands, damages, losses and liabilities (including actual attorneys’ fees) arising from or in any way related to Use of the Service, to the extent such costs, claims, demands, damages, losses or liabilities (including actual attorneys' fees) do not result from the willful misconduct or gross negligence of Licensor.

Licensor hereby agrees to indemnify, defend and hold harmless Licensee from and against any and all costs, claims, demands, damages, losses and liabilities (including actual attorneys' fees) arising from or in any way related to the Use of the Service, to the extent such costs, claims, demands, damages, losses or liabilities (including actual attorneys' fees) do not result from the willful misconduct or gross negligence of Licensee.

  1. Limitation of Liability.  Notwithstanding anything to the contrary contained in this Agreement, the Parties understand and agree, that in the event either party is held to be liable to the other, then the financial liability of the liable party shall be limited to the actual amount of the Licensing Fee paid by Licensee to Licensor during the actual Term in which the act or failure to act caused the liability.
  2. Assignment.  This Agreement and the rights and obligations of each Party hereto shall not be assigned without the prior written consent of the other Party which consent shall not be unreasonably withheld. Consent shall not be required, however, in connection with an assignment to a subsidiary or affiliate of Licensor, provided that, Licensor shall guarantee the performance of and be liable for the transferee/affiliate’s obligations hereunder.
  3. Governing Law/Venue.  The Agreement shall be governed by the laws of the State of Florida in the United States of America.
  4. Severability.  In the event that any court having competent jurisdiction over this Agreement determines that any provision contained in the Agreement is unenforceable in whole or in part, then such provision shall be deemed limited to the maximum extent permitted by such court and the remaining provisions of this Agreement shall remain in full force and effect.
  5. Survivability.  Sections 3 through 13 of this Agreement shall survive the termination of this Agreement.
  6. Termination.  Either Party may terminate this Agreement at any time, without cause, by providing at least 60 days’ prior written notice to the other party.  Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
  7. Entirety of Agreement. This Agreement, as amended, sets forth the entire understanding and agreement between Licensor and Licensee regarding the subject matter herein and supersedes any prior or contemporaneous oral or written agreements or representations.