Terms & Conditions

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

Customer acknowledges and agrees that:

• 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.
• 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.
• 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.
• 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.
• Automated System Limitations: Our AI-driven systems have inherent technological limitations and may not capture all relevant factors affecting licensing compliance or enforcement decisions.
• Third-Party Dependencies: Services may rely on external data sources, government databases, and business registries over which License Corporation has no control.

For services provided to municipalities, cities, counties, and other governmental entities:

• 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.
• No Enforcement Authority: License Corporation has no governmental authority and all enforcement actions, penalty assessments, and compliance determinations remain solely within Customer's discretion.
• Data Accuracy Limitations: Information provided for enforcement purposes may contain inaccuracies, omissions, or be based on outdated business information.

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

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

Customer expressly acknowledges and agrees that:

• 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.
• Independent Verification Required: Customer shall independently verify all licensing requirements and compliance information provided by License Corporation before taking any business or enforcement actions.
• Legal Counsel Consultation: Customer should consult with qualified legal counsel regarding regulatory compliance obligations and enforcement authority.
• Ongoing Monitoring: Customer is responsible for monitoring ongoing changes in applicable regulations that may affect Customer's business or enforcement activities.
• Municipal Verification Obligations: Governmental entity Customers must independently verify business licensing status and ensure compliance with due process requirements before taking enforcement action.

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.

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

Prohibited Analysis Activities: You shall not, and shall not permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services
• Apply any machine learning, pattern recognition, or analytical techniques to discern our proprietary methods, algorithms, or business processes
• 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:

• Contains “License Corporation,” “License Authority,” or “License Regulator” in any combination;
• Uses confusingly similar variations including: phonetic equivalents (e.g., “Lisence Authority”); common misspellings that redirect or capitalize on user error; hyphenated or compound versions (e.g., “license-authority.com”); alternative TLDs combined with the marks (e.g., “licenseauthority.net”); combines Partner’s name with License Corporation’s trademarks.
• Creates likelihood of confusion about affiliation, sponsorship, or endorsement with License Corporation

c. Non-Competition During Service Term: While using our Services and for twelve (12) months thereafter, you agree not to:

• Develop, market, or offer services that directly compete with License Corporation’s licensing compliance, municipal revenue recovery, or business registration services
• Solicit or accept business from any License Corporation customer or client known to you through your use of our Services
• Use any knowledge, data, or insights gained from our Services to advise clients on circumventing or avoiding License Corporation’s services

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.

We collect and process information as described in our Privacy Policy. By using our Services, you consent to such collection and processing.

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.

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
• Licensing compliance information and reminders
• Payment confirmations and billing inquiries
• Administrative communications regarding your use of the Services
• Technical support and customer service responses
• Important updates to these Terms or our 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.

Methods: License Corporation may contact you through various methods, including but not limited to:

• Voice telephone calls to landline or mobile numbers
• Text messages (SMS/MMS) to mobile numbers
• Email messages to provided email addresses
• Automated telephone calls using prerecorded messages or automatic dialing systems

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.

• 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.
• 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.
• Effect of Opt-Out: If you opt out of communications, you acknowledge that:

• You may continue to receive communications that are required for the provision of Services or to fulfill our legal obligations
• Opting out of certain communications may affect our ability to provide Services to you effectively
• You remain responsible for all obligations under these Terms regardless of your communication preferences

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.

• 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.
• 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.
• 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.
• 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.

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.

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.

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.

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.

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.

Your use of our intellectual property is limited to the purposes outlined in these Terms. No other rights are granted by implication or otherwise.

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.

• 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

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.

• Payments must be made through our approved payment methods
• You authorize us to charge your payment method for all fees
• Failed payments may result in service suspension

The Services are provided “as is” and “as available.” License Corporation disclaims all warranties, express or implied, including but not limited to:

• Implied warranties of merchantability;
• Implied warranties of fitness for a particular purpose;
• Implied warranties of non-infringement;
• Warranties that the Services will be uninterrupted or error-free;
• Warranties regarding the accuracy or completeness of data or results.

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:

• Customer’s use or misuse of the Services;
• Customer’s violation of these Terms;
• Customer’s violation of any applicable laws, regulations, or third-party rights;
• Any content, information, data, or materials provided by Customer;
• 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;
• Any regulatory enforcement action, investigation, fine, penalty, sanction, or proceeding against Customer;
• Any business operations conducted by Customer without proper licensing or regulatory compliance;
• Claims by third parties arising from Customer’s non-compliance with licensing requirements;
• Any negligent or wrongful acts or omissions by Customer, its employees, agents, contractors, or representatives;
• Any breach of Customer’s representations, warranties, or covenants under these Terms.

For governmental entity Customers, Customer specifically agrees to indemnify License Corporation against any and all claims arising from or relating to:

• 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;
• 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;
• 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;
• 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;
• 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;
• 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

• 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;
• 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;

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

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.

These Terms remain in effect until terminated in accordance with this Section.

License Corporation may terminate or suspend your access to the Services:

• Immediately for any material violation of these Terms;
• For convenience upon thirty (30) days’ written notice;
• Immediately if required by law or governmental order;
• Immediately if Customer becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors;

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.

Customer may terminate these Terms:

• For convenience upon thirty (30) days’ written notice;
• Immediately upon written notice if License Corporation materially breaches these Terms and fails to cure within ten (10) days of notice.

Upon termination:

• Your right to access the Services ceases immediately;
• All outstanding fees become immediately due and payable;
• The Limited Power of Attorney (Section 17) automatically revokes;
• 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.

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

The Parties shall first attempt to resolve disputes through good faith negotiations for thirty (30) days.

If informal resolution fails, the Parties shall engage in mediation with a mutually agreed mediator, sharing costs equally.

• Scope: If mediation fails, disputes shall be resolved by binding arbitration;
• Administration: Arbitration shall be administered by JAMS;
• 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.
• 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.
• 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.
• 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).
• Location: Arbitration seat: New York, New York; all hearings conducted virtually;
• Governing Law: Federal Arbitration Act (9 U.S.C., Secs. 1-16);
• Arbitrator: Single arbitrator mutually agreed upon, or if no agreement, selected by JAMS;
• Costs: Parties share arbitration administration fees equally; each party bears own attorney fees unless arbitrator awards fees to prevailing party.

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.

• 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.

The arbitrator shall possess the following minimum qualifications:

• At least 10 years of legal experience, with significant experience in technology licensing disputes.
• Familiarity with white label agreements and revenue-sharing arrangements.
• Understanding of artificial intelligence and automated compliance systems.
• Membership in good standing with the relevant state bar association.
• Certification from a recognized arbitration association (such as the American Arbitration Association or JAMS).
• 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.

You agree to resolve any disputes on an individual basis and waive any right to pursue disputes on a class or consolidated basis.

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:

• 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;
• 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;
• 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;
• Access, collect, and compile any business information necessary to complete applications and forms required for licensing and compliance purposes;
• To make routine inquiries regarding the status of pending applications and compliance requirements;
• Engage and interact with third parties, including registered agents, as necessary to fulfill the Customer’s licensing and compliance obligations; and
• Execute any related agreements, consents, or authorizations necessary to perform the services outlined in Section 2 of these Terms and Conditions.

• 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.
• 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.
• 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.

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.

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.

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:

• Customer’s failure to disclose information affecting licensing requirements;
• Inaccurate information provided by Customer for applications;
• 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.

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.

Notwithstanding any provision herein, this limited power of attorney does not authorize License Corporation to:

• Access, withdraw, or transfer Customer’s funds except as specifically required to pay for licensing and compliance fees authorized by Customer;
• Access Customer’s general business bank accounts or financial records;
• Enter into any contract on Customer’s behalf other than those directly related to licensing and regulatory compliance services;
• Make representations about Customer’s business operations beyond information provided by Customer;
• Modify, amend, or withdraw any applications without Customer’s express written consent;
• Make any business decisions on Customer’s behalf beyond the scope of obtaining and maintaining required licenses and compliance;
• Represent Customer in any contested proceedings, hearings, or disputes;
• File any tax returns or make tax elections on Customer’s behalf; or
• Exercise any personal service obligations that by law cannot be delegated by Customer.

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.

• 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.
• 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.
• 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.

Customer acknowledges and agrees that:

• License Corporation will exercise this Limited POA authority solely as necessary to perform the services described in Section 2;
• Customer remains fully responsible for the accuracy of all information provided for applications and filings;
• Customer must promptly provide all information and documentation requested by License Corporation;
• Some jurisdictions may not accept this embedded Limited POA, requiring separate documentation;
• License Corporation has no obligation to exercise POA authority if it determines doing so would violate any law or regulation.

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

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

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.

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

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:

• For liability limitations and indemnification: the most protective provision for License Corporation controls;
• For service specifications and payment terms: the government contract controls;
• For dispute resolution: these Terms control unless the government contract explicitly supersedes;
• Non-waivable provisions under these Terms include Sections 9 (Disclaimers), 10 (Indemnification), and 17 (Limited Power of Attorney).

For municipal revenue recovery and enforcement support services:

• Data Provider Role: License Corporation acts solely as a data provider and service facilitator with no governmental authority;
• Independent Municipal Authority: All enforcement decisions, penalty assessments, and compliance determinations remain exclusively with Customer;
• No Enforcement Warranties: License Corporation provides no warranties regarding the accuracy, completeness, or appropriateness of enforcement recommendations;
• Customer Enforcement Responsibility: Customer assumes full responsibility for all enforcement actions and their legal, financial, and constitutional consequences;

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

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

These Terms and Conditions are designed to integrate with and supplement separate Professional Services Agreements with governmental entities. Key integration provisions:

• Supplemental Protection: These Terms provide additional liability protections beyond those in separate government contracts;
• Risk Allocation Consistency: Risk allocation provisions herein apply regardless of payment structures or revenue-sharing arrangements in separate agreements;
• Indemnification Coordination: Indemnification obligations under these Terms supplement and do not replace obligations in separate government contracts;

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

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

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

Notwithstanding anything in this Section, Customer’s obligation to pay fees for Services already performed shall not be excused or delayed by any Force Majeure Event.

“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.

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.

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.

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.

The obligations under this Section shall survive termination of this Agreement for a period of five (5) years.

By accepting these Terms, you consent to receive all records, notices, disclosures, and communications related to your use of the Services in electronic form, and to conduct transactions with License Corporation electronically, including execution of the Limited Power of Attorney granted under Section 17.

You may withdraw your consent to receive records electronically at any time by contacting support@licensecorporation.com. Withdrawal will be effective within ten (10) business days of receipt. Withdrawal of electronic consent may limit License Corporation’s ability to provide Services that depend on electronic processing and filing, and will not affect the validity of any electronic records or signatures provided prior to withdrawal. Withdrawal of electronic consent does not constitute revocation of the Limited Power of Attorney granted under Section 17, which may only be revoked in accordance with Section 17.2.

To access and retain electronic records provided by License Corporation, you will need: (a) a device with internet access; (b) a current version of a commercially available web browser; (c) a valid email address; and (d) software capable of viewing PDF files. License Corporation will notify you if these requirements change in a manner that creates a material risk you would not be able to access or retain electronic records.

You agree to maintain a current, valid email address on file with License Corporation and to promptly notify us of any changes. License Corporation is not responsible for your failure to receive electronic records due to an outdated or inaccurate email address.