Cloud Terms of Service

Cobrowse.io LLC (“Cobrowse.io”), a duly registered company in the United States, develops and makes available via hosted services the Cobrowse.io Software (the “Software”). This Agreement sets the terms and conditions of your use of the Software. By creating an account to use the Software, you agree to this Agreement. If you represent an organization, you represent and warrant that you are authorized to agree to this Agreement on behalf of your organization. If you do not agree to this Agreement, you may not use the Software.

DEFINITIONS

Software means all source code, binaries, system configurations, supporting files, and cloud services created or managed by Cobrowse.io and made available to you under this Agreement.

1. Grant of Rights

For the term of this Agreement and subject to your payment of applicable license fees as defined below, Cobrowse.io grants you a worldwide, non-exclusive, non-transferable, non-sublicensable right to use the Software.

2. Restrictions

You acknowledge that the Software contains trade secrets and other proprietary information of Cobrowse.io. You shall not, directly or indirectly: (i) modify the Software in any way without written consent from Cobrowse.io or according to Cobrowse.io’s public documentation; (ii) attempt to reverse engineer, decompile or disassemble the Software; (iii) reproduce, distribute, or publicly display the Software except in compiled form as incorporated into your own applications or otherwise explicitly granted by Cobrowse.io.

3. Fees and Payment

You must have a valid production license in order to use the Software in a live production environment, excluding internal development and testing. You shall pay to Cobrowse.io the license fees according to Cobrowse.io’s publicly listed pricing terms on its website, or as mutually agreed between the parties in writing. Cobrowse.io may modify the fees it charges for the Software at any time, but will give existing customers at least 90 days written notice before any changes in fees take effect. Fees are non-refundable, and payable monthly via credit card, or as mutually agreed between the parties in writing.

4. Confidential Information & Intellectual Property

Confidential Information means: (i) any information that is clearly and conspicuously marked as “confidential” or has a similar designation at time of disclosure; (ii) any materials and/or information that are disclosed under circumstances that one would reasonably expect it to be confidential or proprietary; and, (iii) information that is identified by the disclosing party as confidential and/or proprietary before, during, or promptly after presentation or communication. Confidential Information shall include each party’s business and technical information, including but not limited to documentation, training materials, information relating to software plans, designs, costs, pricing, product names, finances, marketing plans, business opportunities, personnel, research, development or know-how. Confidential Information shall include your customer data, your employee data, and your software (object code and source code), documentation, data, drawings, benchmark tests, specifications, and trade secrets. Confidential Information of the other party will be used solely as necessary to fulfill obligations under this Agreement and for no other purpose whatsoever.

The receiving party agrees that nothing in this Agreement grants to the receiving party any license, right, title, or interest in or to the Confidential Information, except as expressly set forth herein. The parties agree to protect the other’s Confidential Information using the same degree of care they use to protect their own confidential information of a like nature, but never less than ordinary care. Within thirty (30) days of the termination of this Agreement, or promptly upon the disclosing party’s written request, the receiving party will cease using and delete or return the disclosing party’s Confidential Information.

Exclusions/Exceptions. Confidential information does not include information that: (i) was known to a receiving party without restriction before receipt from the disclosing party; (ii) is publicly available through no fault of the receiving party; (iii) is rightfully received by the receiving party from a third party without a duty of confidentiality; or, (iv) is independently developed by the receiving party without reference to any Confidential Information. A receiving party may disclose Confidential Information as necessary to comply with a valid judicial or other governmental order, provided that the receiving party shall: (i) give the disclosing party reasonable written notice (to the extent permitted under applicable laws) and opportunity to object prior to such disclosure; (ii) seek confidential treatment of such Confidential Information; and, (iii) comply with any applicable protective order or its equivalent.

Remedies. In the event of actual or threatened breach of the foregoing Confidential Information provisions, the disclosing party will have no adequate remedy at law and therefore will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.

Cobrowse.io reserves all rights in the Software not expressly granted to you in this Agreement. The Software is protected by copyright and other intellectual property laws and treaties. The Software is licensed, not sold. You may not remove the copyright notice from any copy of the Software or any copy of the written materials, if any, accompanying the Software.

5. Duration and Termination

The term of this Agreement begins when you create an account and will remain in effect until terminated in accordance with this Agreement. You may terminate this Agreement by terminating your entire use of the Software, and we may terminate this Agreement for any reason by providing you 30 days advance notice.

We may also terminate your account and this Agreement immediately if: (i) you are late in payment or otherwise in breach of this Agreement; (ii) we reasonably determine your use of the Software poses a risk to the Software, may disrupt other users of the Software, or may be unlawful; (iii) you become insolvent or make any voluntary arrangement with creditors, become subject to an administrative order, have a receiver or administrator appointed over any of your property, or go into liquidation or bankruptcy.

Upon termination of this Agreement all your rights under this Agreement immediately terminate, and you will remain responsible for all fees and charges you have incurred up to and including the date of termination.

6. Maintenance, Updates, and Support

Cobrowse.io will provide maintenance and updates, including security updates, to the Software during the term, and will provide all maintenance of the servers on which the Software is installed and run. Cobrowse.io will provide email support to you for purposes relating to the administration and operation of the Software. The email address for support is hello@cobrowse.io.

7. Warranty

Cobrowse.io represents and warrants that it has the legal power and authority to enter into this Agreement, and that it has the right to offer the Cobrowse.io Software to you.

Cobrowse.io does not warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be correct, uninterrupted or error-free. However, Cobrowse.io represents and warrants that the services and Software will be performed and or provided in a timely and professional manner, in accordance with the highest standards, by individuals of suitable competency, training, and skill.

8. Indemnification

You will defend, indemnify, and hold harmless Cobrowse.io and our respective employees, officers, directors, and representatives from and against any claim, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to any third party claim concerning: (i) your use of the Software; (ii) your breach of this Agreement or violation of applicable law; (iii) your data, including any claim involving alleged infringement or misappropriation of intellectual property rights. We will promptly notify you of any claim, but our failure to promptly notify you will only affect your obligations to the extent that our failure materially harms your ability to defend the claim.

9. Limitation of Remedies and Damages

In no event will either party be liable for any indirect, incidental, special or consequential damages, or for any lost profits, lost savings, loss of use, lost revenues or lost data arising from or relating to the Software or this Agreement, even if the parties have been advised of the possibility of such damages. Cobrowse.io will not be responsible for any compensation, reimbursement, or direct damages arising in connection with: (i) your inability to use the Software; (ii) the cost of replacing the Software; or (iii) any investments, expenditures, or commitments by you in connection with this Agreement. Cobrowse.io’s aggregate liability under this Agreement will be limited to the actual fees paid under this Agreement during the 12 months preceding the claim.

10. Dispute Resolution

If any dispute, controversy, claim or conflict arises out of or in connection with this Agreement, the parties shall use reasonable endeavors to settle the dispute as soon as practicable. If the parties are unable to resolve the dispute within 10 business days after the dispute commences, each party shall refer the dispute to a senior manager having the appropriate authority to resolve the dispute, and use all reasonable endeavors to settle the dispute as soon as practicable.

11. Force Majeure

If Cobrowse.io’s performance of its obligations under this Agreement are affected by events beyond its reasonable control (events of “Force Majeure”), then Cobrowse.io will immediately notify you. Cobrowse.io will not be in breach of this Agreement by reason of the failure or delay in performance of any obligations to the extent that such failure or delay is caused by Force Majeure, and the time for performance will be extended accordingly.

12. General

Cobrowse.io warrants that it has the legal power and authority to enter into this Agreement. This Agreement is binding on you as well as your employees, contractors and agents. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other (not to be unreasonably withheld). Cobrowse.io may amend this Agreement at any time by posting a revised version on its website or by otherwise notifying you by email. By continuing to use the Software after the effective date of any amendment to this Agreement, you agree to be bound by the amended terms of this Agreement.

This Agreement is governed by the laws of the State of Delaware. This Agreement incorporates any Data Processing Agreement or Business Associate Agreement, and is the entire agreement between you and Cobrowse.io. If any provision of this Agreement is deemed invalid or unenforceable by any country or government agency having jurisdiction, that particular provision will be deemed modified to the extent necessary to make the provision valid and enforceable, and the remaining provisions will remain in full force and effect.

Trademarks

The Fidelity International symbol is a trademark of FIL Limited used with its permission.

All other third party trademarks are owned by their respective entities and used with their permission.