1. INTRODUCTION AND ACCEPTANCE
Welcome to License Corporation’s Services. These Terms and Conditions (“Terms”) constitute a legally binding agreement between you and License Corporation (“we,” “us,” or “our”). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use our Services.
2.1 Service Overview
License Corporation provides AI-driven licensing and regulatory compliance services through our platform. Our Services include:
Access to licensing resources and requirement identification
Municipal revenue recovery and compliance enforcement support
Business registration and license application processing
Data analytics and reporting
Custom development services
Enterprise solution deployment
2.2 Express Service Limitations
Customer acknowledges and agrees that:
(a) Best Efforts Standard: All Services are provided on a commercially reasonable, best-efforts basis only. License Corporation does not guarantee identification of all applicable licensing requirements.
(b) Non-Exhaustive Nature: License Corporation’s Services are not exhaustive and may not identify all licenses, permits, registrations, or regulatory requirements applicable to Customer’s business operations or enforcement activities.
(c) Dynamic Regulatory Environment: Licensing requirements change frequently across federal, state, county, and municipal jurisdictions. License Corporation cannot guarantee real-time accuracy of all regulatory changes.
(d) Municipal Enforcement Limitations: For governmental entity Customers, data provided for enforcement purposes reflects information available at compilation time and may not account for recent business changes, exemptions, or special circumstances.
(e) Automated System Limitations: Our AI-driven systems have inherent technological limitations and may not capture all relevant factors affecting licensing compliance or enforcement decisions.
(f) Third-Party Dependencies: Services may rely on external data sources, government databases, and business registries over which License Corporation has no control.
2.3 Municipal Service Disclaimers
For services provided to municipalities, cities, counties, and other governmental entities:
(a) Revenue Recovery Limitations: Identification of potentially unlicensed businesses is based on available data and analytical algorithms that may not capture all circumstances affecting licensing requirements.
(b) No Enforcement Authority: License Corporation has no governmental authority and all enforcement actions, penalty assessments, and compliance determinations remain solely within Customer’s discretion.
(c) Data Accuracy Limitations: Information provided for enforcement purposes may contain inaccuracies, omissions, or be based on outdated business information.
License Corporation shall use reasonable efforts to meet any performance dates specified in your service agreement or subscription plan, and any such dates shall be estimates only. We shall not be deemed in breach of our obligations for missed performance dates.
3.1 Registration Requirements
You must provide accurate, current, and complete information during registration. You must be:
At least 18 years old
Authorized to act on behalf of any business or government entity you represent
Legally capable of entering into binding contracts
3.2 Account Security
You are responsible for:
Maintaining the confidentiality of your account credentials
All activities occurring under your account
Notifying us immediately of any unauthorized access
Ensuring your account information remains current
3.3. Customer Compliance and Verification Responsibilities
Customer expressly acknowledges and agrees that:
(a) Ultimate Compliance Responsibility: Customer retains ultimate responsibility for ensuring compliance with all applicable laws, regulations, and licensing requirements for Customer’s business operations or enforcement activities.
(b) Independent Verification Required: Customer shall independently verify all licensing requirements and compliance information provided by License Corporation before taking any business or enforcement actions.
(c) Legal Counsel Consultation: Customer should consult with qualified legal counsel regarding regulatory compliance obligations and enforcement authority.
(d) Ongoing Monitoring: Customer is responsible for monitoring ongoing changes in applicable regulations that may affect Customer’s business or enforcement activities.
(e) Municipal Verification Obligations: Governmental entity Customers must independently verify business licensing status and ensure compliance with due process requirements before taking enforcement action.
4. USE LICENSE AND RESTRICTIONS
4.1 Permitted Use
We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for their intended purposes. The names “License Authority” and “License Regulator” are proprietary marks that remain the exclusive property of their respective owners. Your use of License Corporation’s Services grants no rights to use these marks or to represent any affiliation with platforms using these names.
4.2 Prohibited Activities
You agree not to:
Use the Services for any illegal purpose
Circumvent or disable any security features
Reverse engineer or decompile any part of the Services
Access the Services through automated means without our express permission
Share, resell, or sublicense your access to the Services
Upload or transmit any malicious code or content
Interfere with other users’ access to the Services
Misrepresent your identity or authority to act
4.3 Protection of Proprietary Systems and Methodologies
(a) Prohibited Analysis Activities: You shall not, and shall not permit any third party to:
Create detailed technical documentation of our workflows, logic paths, or architectural patterns
Monitor, track, or analyze our Services for the purpose of developing competing products or services
Use any automated tools, bots, or scrapers to extract data or functionality from our Services|
(b) Domain Name and Trademark Restrictions: You shall not register, acquire, maintain, or control any domain name, URL, social media handle, or digital identifier that:
(c) Non-Competition During Service Term: While using our Services and for twelve (12) months thereafter, you agree not to:
(d) Copyright Protection: You acknowledge that all aspects of our Services, including their structure, organization, and user interfaces, contain copyright-protected expression and agree not to copy, reproduce, or create derivative works based on our Services.
5. DATA PRIVACY AND SECURITY
5.1 Data Collection and Use
We collect and process information as described in our Privacy Policy. By using our Services, you consent to such collection and processing.
5.2 Data Security
We implement reasonable security measures to protect your information but cannot guarantee absolute security. You acknowledge that data transmission over the internet is inherently risky.
6. COMMUNICATIONS AND CONSENT
6.1 Consent to Communications
By using our Services and providing your contact information, you expressly consent to receive communications from License Corporation via telephone calls (including calls using an automatic telephone dialing system or prerecorded or artificial voice), text messages (SMS/MMS), and email at the telephone number(s) and email address(es) you provide to us. You acknowledge and agree that:
(a) Service-Related Communications: All communications you receive from License Corporation will relate directly to the Services you have contracted with us, including but not limited to:
Service notifications and updates regarding your account status
Administrative communications regarding your use of the Services
(b) Contact Information Accuracy: You represent and warrant that you are the authorized user of any telephone number(s) and email address(es) you provide to License Corporation, and you agree to notify us promptly of any changes to your contact information.
(c) No Marketing Restriction: The communications described in this Section are not marketing or promotional communications. They are transactional and service-related communications necessary for the provision of Services under your agreement with License Corporation.
6.2 Communication Methods and Frequency
(a) Methods: License Corporation may contact you through various methods, including but not limited to:
(b) Frequency: The frequency of communications will vary based on your Service usage and account activity. License Corporation will make reasonable efforts to limit communications to those necessary for Service delivery and account management. For text messages, you may receive up to ten (10) service-related messages per month, though frequency may increase during active licensing transactions.
(c) Carrier Charges: You acknowledge that message and data rates may apply to text messages and that you are responsible for any such charges imposed by your mobile carrier or service provider.
6.3 Opt-Out and Revocation Rights
(a) Email Opt-Out: You may opt out of receiving non-essential email communications by following the unsubscribe instructions included in such emails or by contacting us at the contact information provided in Section 15.
(b) SMS Opt-Out: You may opt out of text message communications at any time by replying STOP to any message from License Corporation. Upon receipt, you will receive a single confirmation. Your opt-out will be processed within twenty-four (24) hours. Opting out of SMS does not affect email or voice communications unless separately revoked.
(c) Effect of Opt-Out: If you opt out of communications, you acknowledge that:
(d) Revocation Process: Except for SMS opt-outs processed via STOP keyword as described above, any revocation of consent must be submitted in writing to License Corporation and shall become effective within ten (10) business days of receipt. Revocation of consent does not relieve you of your obligations under these Terms or affect the lawfulness of any communications made prior to revocation.
6.4 TCPA Compliance
(a) Prior Express Consent: Your consent to receive communications as described in this Section constitutes “prior express consent” under the Telephone Consumer Protection Act, 47 U.S.C. § 227 (“TCPA”), and its implementing regulations.
(b) No Unsolicited Advertisements: License Corporation does not use the contact information you provide to send unsolicited advertisements or telephone solicitations as those terms are defined under the TCPA. All communications relate to Services you have contracted with License Corporation.
(c) Compliance with Regulations: License Corporation maintains reasonable practices and procedures to comply with the TCPA and applicable FCC regulations governing telephone communications, text messages, and automated calling systems.
(d) Opt-In Confirmation: Upon your enrollment in License Corporation's SMS program, you will receive a confirmation message containing: (i) identification of License Corporation as the sender; (ii) confirmation of your enrollment; (iii) expected message frequency; (iv) notice that message and data rates may apply; (v) instructions to reply STOP to unsubscribe; and (vi) instructions to reply HELP for assistance.
6.5 Third Party Service Providers
License Corporation may use third-party service providers to facilitate communications described in this Section. By providing your consent under this Section, you authorize License Corporation to share your contact information with such service providers solely for the purpose of delivering service-related communications on our behalf. Any such third-party service providers are contractually obligated to use your information only as directed by License Corporation and in compliance with applicable law. Neither License Corporation nor its third-party service providers are liable for delayed or undelivered messages caused by carrier network failures, device incompatibility, or other factors outside their reasonable control. Wireless carriers are not responsible for the content of messages sent through License Corporation's SMS program.
6.6 SMS Data Privacy
Phone numbers collected for SMS communications will be used solely for service-related messages as described in this Section and will not be sold, rented, or shared with third parties for their marketing or promotional purposes. This restriction is in addition to, and does not limit, the protections provided in our Privacy Policy.
6.7 International Communications
If you are located outside the United States, you acknowledge that communications may originate from the United States and that charges or restrictions imposed by your local telecommunications provider or jurisdiction may apply. You are responsible for ensuring that your consent to receive communications complies with the laws of the jurisdiction where you are located at.
6.9 Survival
Your consent to communications under this Section shall survive termination of these Terms for the purpose of completing any communications related to your final account status, outstanding payments, or legal obligations.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 Ownership
License Corporation and its licensors exclusively own all right, title, and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services contain proprietary and confidential information protected by applicable intellectual property laws. No rights are granted to you other than as expressly set forth herein.
Specifically Reserved Rights: License Corporation expressly reserves all rights in:
All proprietary algorithms, methods, techniques, and processes used in the Services, including software, designs, text, graphics, and other content
All databases, data compilations, and data analytics methodologies
The names “License Authority” and “License Regulator” and all associated trademarks
All improvements, modifications, or derivatives of the Services
All know-how, trade secrets, and business methods embodied in the Services
You agree never to challenge or assist others in challenging License Corporation’s ownership of or rights in the foregoing.
7.2 Limited License
Your use of our intellectual property is limited to the purposes outlined in these Terms. No other rights are granted by implication or otherwise.
7.3 Intellectual Property Clarification
The names “License Authority” and “License Regulator” are proprietary marks that may be licensed for use but remain the exclusive property of their respective owners. Your use of License Corporation’s Services grants no rights to use these marks or to represent any affiliation with platforms using these names.
8. PAYMENT TERMS
8.1 Fees and Payments
Fees are as specified in your service agreement or subscription plan
All fees are non-refundable unless otherwise stated
You are responsible for all applicable taxes
8.2 Fee Adjustments
License Corporation reserves the unilateral right to adjust fees with thirty (30) days’ written notice. Continued use of Services after the effective date constitutes acceptance of adjusted fees. Customer’s sole remedy for objecting to fee increases is termination pursuant to Section 11.3.
8.3 Payment Processing
Payments must be made through our approved payment method
You authorize us to charge your payment method for all fees
Failed payments may result in service suspension
8.4 Payment Terms and Remedies
8.4.1 Payment Due Date
Unless otherwise specified in a separate agreement, all fees are due within thirty (30) days of the invoice date.
8.4.2 Late Payment Charges
Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
8.4.3 Suspension Rights
License Corporation may suspend Services for accounts more than sixty (60) days overdue after providing ten (10) days’ written notice.
8.4.4 Collection Costs
Customer shall reimburse License Corporation for reasonable attorneys’ fees and costs incurred in collecting overdue amounts.
9. DISCLAIMERS AND LIMITATIONS OF LIABILITY
9.1 Disclaimer of Warranties
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” LICENSE CORPORATION DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
(a) IMPLIED WARRANTIES OF MERCHANTABILITY;
(b) IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE;
(c) IMPLIED WARRANTIES OF NON-INFRINGEMENT;
(d) WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE;
(e) WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF DATA OR RESULTS.
9.2 Limitation of Liability
9.2.1 Exclusion of Consequential Damages
IN NO EVENT SHALL LICENSE CORPORATION BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION:
Business Services Exclusions:
Lost profits, revenue, or business opportunities;
Business interruption or downtime costs;
Regulatory fines, penalties, sanctions, or enforcement costs;
Costs of obtaining missed licenses, permits, or registrations;
Legal fees incurred in regulatory proceedings or enforcement actions;
Business closure or shutdown expenses;
Reputational harm or loss of goodwill;
Data loss or corruption;
Municipal Services Exclusions:
Municipal enforcement costs and legal defense fees;
Constitutional challenge litigation costs and settlements;
Business claims arising from municipal enforcement based on License Corporation data;
Revenue losses from challenged or overturned enforcement actions;
Penalties or damages awarded against Customer in enforcement disputes;
Costs of defending municipal enforcement authority or procedures;
Claims by businesses for wrongful enforcement or penalties;
WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR ANY OTHER LEGAL THEORY, EVEN IF LICENSE CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2.2 Aggregate Liability Cap
LICENSE CORPORATION’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF:
For Business Customers: (a) THE TOTAL AMOUNTS PAID BY CUSTOMER TO LICENSE CORPORATION IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (b) TEN THOUSAND DOLLARS ($10,000).
For Municipal/Governmental Customers: (a) THE TOTAL AMOUNTS PAID BY CUSTOMER TO LICENSE CORPORATION IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (b) FIVE THOUSAND DOLLARS ($5,000).
9.2.3 Specific Licensing and Enforcement Exclusions
Notwithstanding any other provision in these Terms, License Corporation shall have no liability whatsoever for:
Licenses, permits, registrations, or regulatory requirements not identified or incompletely identified by the Services;
Regulatory violations or non-compliance by Customer;
Municipal enforcement decisions or revenue recovery activities;
Actions or decisions by licensing authorities or governmental entities;
Changes in licensing requirements occurring after service delivery;
Inaccuracies in third-party databases or government records;
Business identification for enforcement purposes;
Constitutional challenges to enforcement procedures;
Due process violations in municipal enforcement actions;
10. COMPREHENSIVE INDEMNIFICATION
10.1 Customer Indemnification - General Business Services
Customer agrees to indemnify, defend, and hold harmless License Corporation, its officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and court costs) arising from, relating to, or resulting from:
(a) Customer’s use or misuse of the Services;
(b) Customer’s violation of these Terms;
(c) Customer’s violation of any applicable laws, regulations, or third-party rights;
(d) Any content, information, data, or materials provided by Customer;
(e) Customer’s failure to obtain, maintain, or renew any required business license, permit, registration, or regulatory approval, regardless of whether such requirement was identified, partially identified, or not identified by License Corporation’s Services;
(f) Any regulatory enforcement action, investigation, fine, penalty, sanction, or proceeding against Customer;
(g) Any business operations conducted by Customer without proper licensing or regulatory compliance;
(h) Claims by third parties arising from Customer’s non-compliance with licensing requirements;
(i) Any negligent or wrongful acts or omissions by Customer, its employees, agents, contractors, or representatives;
(j) Any breach of Customer’s representations, warranties, or covenants under these Terms.
10.2 Customer Indemnification - Governmental Services
For governmental entity Customers, Customer specifically agrees to indemnify License Corporation against any and all claims arising from or relating to:
(a) Municipal Enforcement Actions: Any enforcement action, penalty assessment, compliance proceeding, or revenue recovery activity initiated by Customer based on data, reports, or recommendations provided by License Corporation;
(b) Due Process and Constitutional Claims: Any claims by businesses or individuals that Customer’s enforcement actions based on License Corporation data violated due process, equal protection, procedural requirements, or other constitutional rights;
(c) Business Penalty and Fee Collections: Any disputes, challenges, or legal proceedings arising from Customer’s assessment or collection of penalties, fines, fees, or taxes based on License Corporation’s services;
(d) Data Accuracy Enforcement Disputes: Any claims that inaccurate, incomplete, or outdated data provided by License Corporation resulted in improper enforcement actions, wrongful penalties, or business harm;
(e) Municipal Authority Challenges: Any challenges to Customer’s legal authority to assess fees, penalties, licensing requirements, or take enforcement actions based on License Corporation’s recommendations;
(f) Third-Party Business Claims Against License Corporation: Any claims by businesses against License Corporation arising from Customer’s enforcement actions, including claims for:
Wrongful enforcement or penalties
Business interruption or economic losses
Reputational damage or harm
Legal fees and litigation costs
Regulatory compliance costs
(g) Cross-Claims and Third-Party Actions: Any cross-claims, third-party complaints, or joinder actions brought against License Corporation in litigation involving Customer’s enforcement activities;
(h) Revenue Recovery Disputes: All disputes over collection activities, penalty calculations, enforcement procedures, or jurisdictional authority related to Customer’s revenue recovery efforts using License Corporation’s services;
10.3 Licensing Compliance Indemnification
Customer specifically agrees to indemnify License Corporation for any claims arising from:
Missed licensing requirements not identified by License Corporation’s Services
Incomplete regulatory compliance despite using License Corporation’s platform
Business losses claimed due to licensing non-compliance
Regulatory enforcement actions against Customer for non-compliance
Third-party claims related to Customer’s licensing status or compliance activities
10.4 License Corporation Limited Indemnification
Subject to the limitations set forth in Section 9, License Corporation agrees to indemnify Customer against third-party claims alleging that License Corporation’s Services, when used in accordance with these Terms, directly infringe a valid United States patent, copyright, or registered trademark, provided that: a. Customer provides prompt written notice of such claim; b. License Corporation assumes sole control of the defense and settlement; c. Customer provides reasonable cooperation at License Corporation’s expense; d. The claim does not arise from Customer’s modification of the Services or combination with other products or services.
11. TERM AND TERMINATION
11.1 Fee Structure
These Terms remain in effect until terminated in accordance with this Section.
11.2 Termination by License Corporation
License Corporation may terminate or suspend your access to the Services:
(a) Immediately for any material violation of these Terms;
(b) For convenience upon thirty (30) days’ written notice;
(c) Immediately if required by law or governmental order;
(d) Immediately if Customer becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors;
(e) License Corporation may continue to send communications necessary to finalize your account, process outstanding matters, or fulfill legal obligations notwithstanding the termination of your access to the Services.
11.3 Termination by Customer
Customer may terminate these Terms:
(a) For convenience upon thirty (30) days’ written notice;
(b) Immediately upon written notice if License Corporation materially breaches these Terms and fails to cure within ten (10) days of notice.
11.4 Effect of Termination
Upon termination:
(a) Your right to access the Services ceases immediately;
(b) All outstanding fees become immediately due and payable;
(c) The Limited Power of Attorney (Section 17) automatically revokes;
(d) License Corporation may continue to send communications necessary to finalize your account, process outstanding matters, or fulfill legal obligations notwithstanding the termination of your access to the Services.
11.4 Survival
The following provisions shall survive any termination or expiration of these Terms:
Section 4.3 (Protection of Proprietary Systems and Methodologies) for twelve (12) months
Section 5 (Data Privacy and Security)
Section 6 (Communications and Consent) for purposes specified therein
Section 7 (Intellectual Property Rights)
Section 8 (Payment Terms) for outstanding amounts
Section 9 (Disclaimers and Limitations of Liability)
Section 10 (Comprehensive Indemnification)
Section 11.5 (Survival)
Section 13 (Governing Law)
Section 14 (Dispute Resolution)
Section 17.5 (POA-specific indemnification)
Section 18 (Service Limitations)
Section 19 (Risk Allocation and Express Waivers)
Any other provision that by its nature should survive
12. MODIFICATION TO TERMS
License Corporation reserves the unilateral right to modify these Terms at any time by posting updates on its website. Continued use after posting constitutes acceptance. Customer’s sole remedy is termination within 30 days of modification.
13. GOVERNING LAW
This Agreement and all claims arising out of or relating to these Terms shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law provisions.
14. DISPUTE RESOLUTION
14.1 Informal Resolution
The Parties shall first attempt to resolve disputes through good faith negotiations for thirty (30) days.
14.2 Meditation
If informal resolution fails, the Parties shall engage in mediation with a mutually agreed mediator, sharing costs equally.
14.3 Arbitration
(a) Scope. If mediation fails, disputes shall be resolved by binding arbitration;
(b) Administration. Arbitration shall be administered by JAMS;
(c) Procedures - Small Disputes (Under $250,000): i. Governed by JAMS Streamlined Arbitration Rules; ii. Discovery period: Sixty (60) days; iii. Depositions: Maximum three (3), with total deposition time not exceeding twenty-one (21) hours per side as provided in Section 14.7.4; iv. Hearing: Within ninety (90) days of arbitrator appointment; v. Decision: Within thirty (30) days of hearing conclusion.
(d) Procedures - Large Disputes ($250,000 or More): i. Governed by JAMS Comprehensive Arbitration Rules; ii. Discovery period: One hundred twenty (120) days, extendable by arbitrator for good cause; iii. Depositions: Maximum six (6), with additional depositions upon showing of need; iv. Hearing: Within one hundred eighty (180) days of arbitrator appointment; v. Decision: Within forty-five (45) days of hearing conclusion.
(e) Enhanced Procedures for Technical Disputes. For disputes involving technical issues, data security breaches, or intellectual property: i. Expert witnesses: Each party may designate up to two (2) expert witnesses; ii. Document discovery: Includes electronically stored information (ESI) with reasonable scope; iii. Technical depositions: Additional time allocated (up to ten (10) hours) for technical expert depositions; The total period for taking depositions in technical disputes shall not exceed ten (10) weeks (or twelve (12) weeks if combined with large dispute procedures under subsection (d)). iv. Protective orders: Arbitrator shall enter appropriate protective orders for trade secrets and confidential technical information.
(f) Application. The technical dispute procedures in this subsection (e) supplement (not replace) the procedures applicable based on dispute size under subsections (c) or (d). For example, a technical dispute exceeding $250,000 shall follow the timeline and deposition limits outlined in subsection (d), plus the enhanced expert and ESI procedures outlined in subsection (e).
(g) Location. Arbitration seat: New York, New York; all hearings conducted virtually;
(h) Governing Law. Federal Arbitration Act (9 U.S.C., Secs. 1-16);
(i) Arbitrator. Single arbitrator mutually agreed upon, or if no agreement, selected by JAMS;
(j) Costs. Parties share arbitration administration fees equally; each party bears own attorney fees unless arbitrator awards fees to prevailing party.
14.4 Legal Representation
Right to Counsel of Choice: a. Each party shall have the right to be represented by counsel of their choice, including foreign and out-of-state attorneys b. This right is governed by New York law, which permits foreign and out-of-state attorneys to appear in arbitration proceedings seated in New York without pro hac vice admission, provided such representation is limited to the arbitration and not to related court proceedings; c. License Corporation shall be represented by foreign counsel of its choice
Foreign Counsel Requirements: a. No registration with the New York State Bar is required for representation in the arbitration proceeding itself; b. No New York bar fees required; c. No local attorney sponsorship required for the arbitration; d. No pro hac vice admission required for the arbitration proceeding itself.
Scope of Representation: a. Limited to the arbitration proceedings; b. Does not constitute authorization to practice law in New York for other purposes; c. Includes all phases of the arbitration, including preliminary hearings, discovery, and enforcement proceedings before the arbitral tribunal.
14.5 Timeline Requirements
Discovery shall be completed within 60 days of the service of the arbitration demand;
The evidentiary hearing shall commence within 90 days of the service of the arbitration appointment;
Each side shall be allotted 3 days for presentation of direct evidence and cross-examination;
A reasoned award shall be rendered within 45 days of the hearing’s close or post-hearing briefs.
14.6 Arbitrator Qualifications
The arbitrator shall possess the following minimum qualifications:
(a) At least 10 years of legal experience, with significant experience in technology licensing disputes.
(b)Familiarity with white label agreements and revenue-sharing arrangements.
(c)Understanding of artificial intelligence and automated compliance systems.
(d)Membership in good standing with the relevant state bar association.
(e)Certification from a recognized arbitration association (such as the American Arbitration Association or JAMS).
(f)No conflicts of interest with either party or their affiliates.
The parties shall jointly select an arbitrator meeting these qualifications from the JAMS panel. If the parties cannot agree on an arbitrator within 30 days, JAMS shall appoint one who meets these qualifications.
If no arbitrator meeting all qualifications is available, JAMS shall appoint an arbitrator meeting as many of the required qualifications as possible, prioritizing experience in technology law and licensing.
14.7 Discovery Limitations
14.7.1 Document Requests
In any arbitration arising out of or related to this Agreement, requests for documents:
(a) Shall be limited to documents which are directly relevant to significant issues in the case or to the case’s outcome;
(b) Shall be restricted in terms of time frame, subject matter and persons or entities to which the requests pertain;
(c) Shall not include broad phraseology such as “all documents directly or indirectly related to.”
14.7.2 E-Discovery
In any arbitration arising out of or related to this Agreement:
Electronic documents shall only be produced from sources used in the ordinary course of business. Absent a showing of compelling need, no documents shall be required to be produced from backup servers, tapes, or other media.
Electronic documents shall normally be produced in a searchable format which is: a. Usable by the receiving party; b. Compatible with generally available technology; c. Convenient and economical for the producing party; d. Absent a showing of compelling need, parties need not produce metadata, except header fields for email correspondence.
The scope of electronic discovery shall be narrowly tailored to include only those custodians whose electronic documents may reasonably be expected to contain evidence material to the dispute.
Where e-discovery costs and burdens are disproportionate to: (a) The nature of the dispute; (b) The amount in controversy; (c) The relevance of the materials requested; (d) The arbitrator may deny such requests or condition them upon the requesting party advancing reasonable production costs, subject to cost allocation in the final award.
14.7.3 Interrogatories and Requests to Admin
In any arbitration arising out of or related to this Agreement, there shall be no interrogatories or requests to admit.
14.7.4 Depositions
In any arbitration arising out of or related to this Agreement, each side may take three (3) discovery depositions. Each side’s depositions are to consume no more than a total of twenty-one (21) hours. There are to be no speaking objections at the depositions, except to preserve privilege. The total period for the taking of depositions shall not exceed six (6) weeks.
14.7.5 Additional Procedures
No interrogatories or requests to admit shall be permitted;
Dispositive motions require prior arbitrator approval through a letter briefing;
Hearings shall be conducted on consecutive business days.
The arbitrator(s) must agree to these deadlines before accepting the appointment. The arbitrator(s) may impose appropriate sanctions and draw adverse inferences against any party primarily responsible for failing to meet deadlines.
14.8 Class Action Waiver
You agree to resolve any disputes on an individual basis and waive any right to pursue disputes on a class or consolidated basis.
14.9 Municipal Dispute Resolution
14.9.1 Government Entity Arbitration
Disputes involving governmental entity Customers shall be resolved through binding arbitration with the following specific requirements:
(a) Arbitrator Qualifications: Must possess experience in municipal law, governmental liability, administrative enforcement procedures, and constitutional requirements for governmental action;
(b) Immunity Considerations: Arbitration procedures shall account for applicable immunity doctrines and governmental liability limitations;
(c) Public Interest Factors: Arbitrator shall consider public interest factors in municipal service disputes while maintaining confidentiality protections;
(d) Enforcement Action Disputes: Customer waives any claim that arbitration is inappropriate for disputes arising from governmental enforcement actions.
14.9.2 Municipal Enforcement Dispute Procedures
For disputes arising from municipal enforcement actions based on License Corporation services:
Arbitration shall proceed independently of any related enforcement litigation
License Corporation’s liability shall be determined separately from Customer’s liability to affected businesses
Customer waives governmental immunity defenses to the extent necessary to enforce these arbitration provisions
15. CONTACT INFORMATION
For questions about these Terms, please contact us at:
Email: support@licenseregulator.com
Phone: 917-945-6559
16. SEVERABILITY
If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.
17. LIMITED POWER OF ATTORNEY
17.1 Appointment and Grant of Authority
Customer hereby appoints and constitutes License Corporation as Customer’s true and lawful agent and attorney-in-fact, to act for Customer and in Customer’s name, place, and stead, for the limited purposes described in this Section. Customer grants License Corporation this limited power of attorney to:
(a) Sign, execute, deliver, file, and submit any applications, renewals, documents, certifications, affidavits, or other instruments required for business licensing, permits, tax registrations, and regulatory compliance with any municipal, county, state, or federal authority on Customer’s behalf;
(b)Receive, hold, and disburse funds from Customer for the purpose of paying any fees, taxes, charges, or costs required for obtaining or maintaining such licenses, permits, registrations, or compliance;
(c) Represent Customer before any licensing board, regulatory agency, or governmental authority for the purpose of responding to inquiries, addressing compliance matters, and resolving issues related to Customer’s business licensing and regulatory requirements;
(d) Access, collect, and compile any business information necessary to complete applications and forms required for licensing and compliance purposes;
(e) To make routine inquiries regarding the status of pending applications and compliance requirements;
(f) Engage and interact with third parties, including registered agents, as necessary to fulfill the Customer’s licensing and compliance obligations; and
(g) Execute any related agreements, consents, or authorizations necessary to perform the services outlined in Section 2 of these Terms and Conditions.
17.2 Duration and Revocation
(a)Duration: This Limited POA shall remain in effect only during the term of active services under these Terms and automatically terminates upon termination of services.
(b) Revocation: Customer may revoke this Limited POA at any time by providing written notice to License Corporation. Such revocation will be effective immediately upon receipt, but Customer acknowledges this may prevent License Corporation from completing services requiring POA authority.
(c) Automatic Revocation: This Limited POA automatically revokes upon: (i) termination of these Terms; (ii) Customer’s written revocation; or (iii) completion of the specific services for which it was granted.
This limited power of attorney shall survive any subsequent disability or incapacity of Customer, and is therefore a durable power of attorney.
17.3 Third-Party Reliance
Any third party receiving a copy of this limited power of attorney may rely upon and act in accordance with the authority granted herein. All acts performed by License Corporation pursuant to this limited power of attorney shall have the same effect and bind Customer to the same extent as if Customer had performed such acts directly.
17.4 Recordation and Copies
Customer authorizes License Corporation to record this limited power of attorney with any government office where such recordation is required to effectuate the purposes of this agreement. Multiple copies of this limited power of attorney may be executed, each of which shall be deemed an original.
17.5 Indemnification Related to Power of Attorney
In addition to the general indemnification provisions in Section 10, Customer shall indemnify and hold harmless License Corporation from any liability, loss, damage, or expense arising from License Corporation’s good faith exercise of the authority granted in this limited power of attorney, and from any claims arising from:
(a) Customer’s failure to disclose information affecting licensing requirements;
(b) Inaccurate information provided by Customer for applications;
(c) Customer’s failure to maintain licenses after initial procurement;
Any liability arising from License Corporation’s gross negligence, willful misconduct, or actions taken outside the scope of authority granted herein is outside the scope of this subsection.
17.6 Interpretation and Governing Law
This limited power of attorney shall be interpreted according to the laws of the State of Arizona. The authority granted herein shall be construed liberally in favor of achieving the purposes stated herein.
17.7 Limitation on Authority
Notwithstanding any provision herein, this limited power of attorney does not authorize License Corporation to:
(a) Access, withdraw, or transfer Customer’s funds except as specifically required to pay for licensing and compliance fees authorized by Customer;
(b) Access Customer’s general business bank accounts or financial records;
(c) Enter into any contract on Customer’s behalf other than those directly related to licensing and regulatory compliance services;
(d) Make representations about Customer’s business operations beyond information provided by Customer;
(e) Modify, amend, or withdraw any applications without Customer’s express written consent;
(f) Make any business decisions on Customer’s behalf beyond the scope of obtaining and maintaining required licenses and compliance;
(g) Represent Customer in any contested proceedings, hearings, or disputes;
(h) File any tax returns or make tax elections on Customer’s behalf; or
(i) Exercise any personal service obligations that by law cannot be delegated by Customer.
17.8 Acceptance
License Corporation’s acceptance of this appointment is evidenced by its commencement of services under these Terms and Conditions. No additional signature or acknowledgment by License Corporation is required for this limited power of attorney to be effective.
17.9 Execution and Effectiveness
(a) Separate Execution Option: Customer acknowledges that certain jurisdictions may require a separately executed power of attorney that complies with state-specific requirements. Upon request, Customer agrees to execute License Corporation’s standard limited POA form that complies with applicable state requirements.
(b) Electronic Authorization: For jurisdictions accepting electronic authorization, Customer’s acceptance of these Terms constitutes electronic execution of this Limited POA to the extent permitted by applicable law.
(c) State-Specific Requirements: Customer acknowledges that this Limited POA may not be effective in jurisdictions requiring specific formalities (such as notarization or witnesses). In such cases, License Corporation will notify Customer of the need for additional documentation.
17.10 Customer Acknowledgements
Customer acknowledges and agrees that:
(a) License Corporation will exercise this Limited POA authority solely as necessary to perform the services described in Section 2;
(b) Customer remains fully responsible for the accuracy of all information provided for applications and filings;
(c) Customer must promptly provide all information and documentation requested by License Corporation;
(d) Some jurisdictions may not accept this embedded Limited POA, requiring separate documentation;
(e) License Corporation has no obligation to exercise POA authority if it determines doing so would violate any law or regulation.
18. SERVICE LIMITATIONS
License Corporation:
Does not provide legal advice
Makes no guarantees about third-party services
Is not responsible for end-user licensing decisions
Does not assume regulatory compliance responsibility
19. RISK ALLOCATION AND EXPRESS WAIVERS
19.1 Business Customer Risk Assumption
Business Customers expressly assume and accept all risks associated with:
The possibility that applicable licenses may not be identified by the Services
Regulatory enforcement actions by governmental authorities
Business interruption due to compliance issues
Penalties, fines, or sanctions for non-compliance
Changes in licensing requirements after service delivery
19.2 Municipal Customer Risk Assumption
Governmental entity Customers expressly assume and accept all risks associated with:
Accuracy of business identification for enforcement purposes
Constitutional challenges to enforcement procedures
Business claims arising from enforcement actions
Revenue recovery and penalty collection activities
Challenges to municipal enforcement authority
Due process requirements in enforcement proceedings
19.3 Comprehensive Waiver of Claims
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER HEREBY WAIVES AND RELEASES ANY AND ALL CLAIMS AGAINST LICENSE CORPORATION FOR:
Business Services Waivers: a. Failure to identify any applicable licensing requirement; b. Incomplete or inaccurate licensing information; c. Regulatory enforcement actions by any governmental entity; d. Business losses resulting from licensing non-compliance; e. Technical limitations or failures of automated compliance systems;
Municipal Services Waivers: f. Inaccurate identification of businesses for enforcement purposes; g. Enforcement actions that are subsequently determined to be improper; h. Business disputes arising from Customer’s collection or enforcement activities; i. Constitutional violations in enforcement procedures; j. Legal challenges to Customer’s enforcement authority;
California Waiver: Customer, if a California resident or entity, expressly waives and relinquishes all rights and benefits under Section 1542 of the California Civil Code, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” Customer acknowledges that this waiver is an essential term of this Agreement and that License Corporation would not have entered into this Agreement without it.
19.4 Express Disclaimers and Acknowledgements
Customer acknowledges and agrees that:
No automated system can guarantee identification of all regulatory requirements or unlicensed businesses
Municipal licensing requirements and enforcement procedures are particularly complex and variable
License Corporation makes no representation that its Services are complete, error-free, or suitable for enforcement purposes
Customer should not rely exclusively on License Corporation’s Services for compliance or enforcement decisions
All enforcement actions must comply with applicable constitutional and procedural requirements
20. MUNICIPAL AND GOVERNMENTAL SERVICES
20.1 Government Contract Integration
When License Corporation provides services under a separate government contract (such as a Professional Services Agreement), these Terms and Conditions supplement and are incorporated into such agreements. In case of conflict:
(a) For liability limitations and indemnification: the most protective provision for License Corporation controls;
(b) For service specifications and payment terms: the government contract controls;
(c) For dispute resolution: these Terms control unless the government contract explicitly supersedes;
(d) Non-waivable provisions under these Terms include Sections 9 (Disclaimers), 10 (Indemnification), and 17 (Limited Power of Attorney).
20.2 Revenue Recovery Services
For municipal revenue recovery and enforcement support services:
(a) Data Provider Role: License Corporation acts solely as a data provider and service facilitator with no governmental authority;
(b) Independent Municipal Authority: All enforcement decisions, penalty assessments, and compliance determinations remain exclusively with Customer;
(c) No Enforcement Warranties: License Corporation provides no warranties regarding the accuracy, completeness, or appropriateness of enforcement recommendations;
(d) Customer Enforcement Responsibility: Customer assumes full responsibility for all enforcement actions and their legal, financial, and constitutional consequences;
20.3 Municipal Data Accuracy Limitations
Customer acknowledges that municipal enforcement data:
Reflects information available at the time of compilation
May not capture recent business changes, exemptions, or special circumstances
Should be independently verified before enforcement action
May contain inaccuracies inherent in automated data processing systems
Does not constitute legal advice or enforcement recommendations
20.4 Due Process and Constitutional Compliance
Governmental entity Customers warrant that:
They have the legal authority to assess fees, penalties, and licensing requirements
All enforcement actions will comply with applicable due process requirements
They will provide adequate notice and hearing opportunities as required by law
They will not discriminate in enforcement activities
They will comply with all constitutional and procedural requirements
21. PROFESSIONAL SERVICES AGREEMENT INTEGRATION
21.1 Government Services Coordination
These Terms and Conditions are designed to integrate with and supplement separate Professional Services Agreements with governmental entities. Key integration provisions:
(a) Supplemental Protection: These Terms provide additional liability protections beyond those in separate government contracts;
(b) Risk Allocation Consistency: Risk allocation provisions herein apply regardless of payment structures or revenue-sharing arrangements in separate agreements;
(c) Indemnification Coordination: Indemnification obligations under these Terms supplement and do not replace obligations in separate government contracts;
21.2 Revenue Recovery Contract Harmonization
For services involving percentage-based compensation or revenue sharing:
Customer’s indemnification obligations apply regardless of License Corporation’s compensation structure
Risk allocation provisions remain in effect throughout multi-year revenue sharing arrangements
Municipal enforcement liabilities are assumed by Customer independent of financial arrangements
22. FORCE MAJEURE AND SERVICE LIMITATIONS
22.1 Force Majeure Events
License Corporation shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including:
Government database unavailability or inaccuracy
Regulatory changes affecting data availability
Third-party data source interruptions
Technology failures beyond License Corporation’s control
22.2 Service Interruption Limitations
Customer acknowledges that service interruptions may occur and agrees that:
License Corporation shall not be liable for enforcement delays due to service interruptions
Customer remains responsible for independent compliance verification during service outages
Municipal enforcement activities must account for potential service limitations
23. ASSSIGNMENT
Customer may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of License Corporation. Any attempted assignment in violation of this Section shall be null and void. License Corporation may freely assign this Agreement, in whole or in part, to any affiliate or in connection with any merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
24. NO THIRD-PARTY BENEFICIARIES
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement, including without limitation any businesses or individuals affected by municipal enforcement actions taken by governmental entity Customers.
25. CONFIDENTIALITY
25.1 Definition
“Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technology, technical information, product designs, trade secrets, know-how, algorithms, software, data, pricing, customer lists, and financial information.
25.2 Obligations
The Receiving Party shall: (a) protect the confidentiality of the Confidential Information using the same degree of care that it uses to protect the confidentiality of its own confidential information, but in no event less than reasonable care; (b) not use any Confidential Information for any purpose outside the scope of this Agreement; (c) not disclose Confidential Information to any third party except to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (d) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information.
25.3 Exceptions
Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction.
25.4 Required Disclosures
The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to disclosure (to the extent legally permitted) and reasonable assistance in obtaining a protective order.
25.5 Survival
The obligations under this Section shall survive termination of this Agreement for a period of five (5) years.
26. INDEPENDANT OPERATIONS
License Corporation operates independently and maintains no ownership, control, or operational responsibility for platforms known as “License Authority” or “License Regulator.” While we may provide technology or services that support various platforms, each platform operates under its own separate terms, conditions, and ownership structure.
27. ENTIRE AGREEMENT
These Terms constitute the entire agreement between you and License Corporation regarding the use of our Services and supersede all prior agreements and understandings.
