Reseller Terms of Services
Effective date: July 5, 2024
You ("Client," "You," "Your" or related terms) are acquiring a subscription to a Service (as defined below) operated by CoSupport from an unrelated third party authorized to sell such subscriptions ("Reseller") under a separate agreement with CoSupport ("Reseller Agreement"). In addition to any terms and conditions related to Your use of the Service pursuant to any agreement by and between You and the Reseller, these Terms contain the terms and conditions that govern Your access to and use of the Service. CoSupport is an express beneficiary of these Terms, and in acquiring a subscription to the Service, You expressly acknowledge and agree that CoSupport shall have the right to enforce these Terms against You and that these Terms constitutes the entire agreement and supersedes any and all prior agreements between You and CoSupport with regard to Your subscription to the Service or Your access to or use thereof under these Terms and Your agreement between You and the Reseller.
By accepting these Terms, either by accessing or using a Service, or authorizing or permitting any Agent or End-User to access or use a Service, the Client agrees to be bound by these Terms as of the date of such access or use of the Service (the "Effective Date"). If You are entering into these Terms on behalf of a company, organization or another legal entity (an "Entity"), You are agreeing to these Terms for that Entity and representing to CoSupport that You have the authority to bind such Entity and its Affiliates to these Terms, in which case the terms "Client," "You," or "Your" herein refers to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not use or authorize any use of the Services. The Client and CoSupport shall each be referred to as a "Party" and collectively referred to as the "Parties" for purposes of these Terms.
1. DEFINITIONS
"Account" means any accounts or instances created by, or on behalf of, the Client or its Users within the Services.
"Affiliate(s)" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party.
"API" means the application programming interfaces developed, made available and enabled by CoSupport that permit the Clients to access certain functionality provided by the Services.
"Client" means the party specified in the Service Order and may also be referred to as "You" or "Your."
"CoSupport" means CoSupport AI Inc., a legal entity duly established, registered, and existing under the laws of the State of Delaware, USA, together with its successors, assignees, subsidiaries, and affiliates.
"End-User(s)" means any person or entity other than the Client or Users with whom the Client or its Users interact while using a Service.
"Force Majeure Event" means any circumstances beyond CoSupport's reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem.
"Intellectual Property Rights" means any and all of a Party's patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.
"Personal Data" means any information relating to an identified or identifiable natural person.
"Service(s)" means the products and services that are used or ordered by the the Reseller on Client's behalf online through a link or via a Service Order referencing these Terms, whether on a trial or paid basis, and made available online by CoSupport.
"Service Data" means all electronic data, text, messages, communications or other materials submitted to and stored within Services by the Client, Users and End-Users in connection with the Client's use of Services.
"Subscription Term" means the period during which the Client has agreed to subscribe to a Service.
"Sub-processor(s)" means any third-party data processor engaged by CoSupport, including entities from CoSupport, who receives Service Data from CoSupport for processing on behalf of the Client and in accordance with the Client's instructions.
"Terms" means the Reseller Terms of Services, together with any and all Supplemental Terms, Service Order, CoSupport Privacy and Cookies Policy, Data Processing Agreement and other mutually executed documents.
"User(s)" means an individual authorized to use the Services through the Client's Account and using individual User Login.
"Website" means a website operated by CoSupport, including https://cosupport.ai/, as well as all other websites that CoSupport operates (but shall not include the Services).
2. ACCESS TO THE SERVICES
2.1 Service. CoSupport will make the Services and Service Data available pursuant to these Terms and the applicable Service Order(s). CoSupport will use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except during (a) Planned Downtime; and (b) Force Majeure Events.
2.2 Support. CoSupport will, at no additional charge, provide standard technical support to the Client at the reasonable request of the Client. The contact for all enquiries of support is: [email protected].
2.3 Modifications. The Client acknowledges that CoSupport may modify the features and functionality of the Services during the Subscription Term. CoSupport shall provide the Client with thirty (30) days' advance notice of any deprecation of any material feature or functionality.
2.4 Extension of Rights to Affiliates. The Client may extend its rights, benefits and protections provided herein to its Affiliates and to contractors or service providers acting on the Client's or Client's Affiliates' behalf, provided that Client remains responsible for their compliance hereunder.
3. USE OF THE SERVICES
3.1 Login Management. Access to and use of certain Services is restricted to the specified number of individual Users permitted under the Client's subscription to the applicable Service. For Services that are User-based, the Client agrees and acknowledges that a User Login cannot be shared or used by more than one (1) individual per Account.
3.2 Compliance. The Client is responsible for compliance with the provisions of these Terms by Users and End-Users and for any and all activities that occur under an Account.
3.3 Sensitive Personal Information. The Client agrees not to use the Services to collect, store, process or transmit any Sensitive Personal Information. CoSupport will have no liability under these Terms for Sensitive Personal Information.
3.4 AI Features. The Services may generate data and results (the "Output") in response to and derived from the Service Data. THE CLIENT ACCEPTS AND AGREES THAT ANY USE OF OUTPUT FROM THE SERVICE IS AT ITS SOLE RISK AND the Client WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.
3.5 Restrictions. Neither the Client nor Users shall:
- use the Services or any part or element thereof to commit a crime;
- use the Services in a manner that violates any applicable laws or these Terms;
- use the Services in a way that infringes, misappropriates or violates anyone's rights;
- disassemble, decompile, reverse engineer, or otherwise attempt to access or derive source code or other trade secrets from the Services;
- modify, remove, or obstruct any proprietary rights statement or notice contained in the Services;
- "crawl," "scrape," or "spider" any data or portion of the Services (through use of manual or automated means);
- send or store infringing, dangerous, harmful, deceptive, obscene, threatening, libelous, or otherwise objectionable, unlawful, or tortious material;
- use the Services or any part or element thereof unless it has agreed to these Terms;
- assert that Output was human-generated when it was not;
- use Output to develop any artificial intelligence models that compete with the Services;
- interfere with or disrupt the Services, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations CoSupport put on the Services;
- use the Services to provide, or incorporate the Services into, any product or service provided to a third party.
3.6 System Requirements. A high-speed Internet connection is required for proper transmission of the Services. The Client is responsible for procuring and maintaining the network connections that connect the Client's network to the Services.
3.7 No Competitive Access. the Client may not access the Services for competitive purposes or if the Client is a competitor of CoSupport.
4. Term, Termination and Temporary Suspension
4.1 Term. Under the terms and conditions of the Reseller Agreement, CoSupport is entitled to suspend or terminate Your subscription to the Service, Your rights to access and use the Service or Your Account, and remove and discard any Service Data if: (a) CoSupport is notified by Reseller of Your failure to pay amounts due to Reseller with respect to Your subscription to a Service; or (b) Reseller fails to pay any amounts due to CoSupport pursuant to the Reseller Agreement. You consent to these suspension and termination rights and acknowledge and agree that CoSupport shall have no liability to You of any kind with respect to any such suspension or termination.
4.2 Temporary Suspension. CoSupport reserves the right to restrict functionalities or suspend the Services (or any part thereof), the Client's Account or the Client's and/or Users' or End-Users' rights to access and use the Services and remove, disable or quarantine any Service Data or other content if (a) CoSupport reasonably believes that the Client, Users or End-Users have violated these Terms; or (b) CoSupport suspects or detects any Malicious Software connected to a the Client's Account.
4.3 Termination for Cause. A Party may terminate these Terms for cause (a) upon written notice to the other Party of a material breach if such breach remains uncured after thirty (30) days from the date of receipt of such notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
4.4 Export of Service Data. Upon the Client's written request, CoSupport will make Service Data available to the Client for export or download subject to the Service features for thirty (30) days after the effective date of termination or expiration of the Account, except for Service Data which (i) has been deleted, (ii) was created and/or used in violation of these Terms, or (iii) unless prohibited by law or legal order.
5. Confidential Information
In connection with the Services, each Party will protect the other's Confidential Information from unauthorized use, access or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care.
6. Sub-processors and Security of Service Data
6.1 Sub-processors. CoSupport will utilize Sub-processors who will have access to or process Service Data to assist in providing the Services to the Client. The Client hereby confirms and provides general authorization for CoSupport's use of the Sub-processors specified in the Sub-processors List.
6.2 Third-Party Service Providers. CoSupport may use third-party service providers that are utilized by CoSupport to assist in providing the Services to the Client, but do not have access to Service Data.
6.3 Safeguards. CoSupport will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data for Enterprise Services in accordance with the Enterprise Security Measures described in the Data Processing Agreement.
6.4 Service Data. CoSupport will, and the Client hereby instructs CoSupport to, access, collect, distribute, transmit, publicly display, anonymize, aggregate, modify, prepare derivative works of, reproduce, edit, exploit, translate and reformat and otherwise use, Service Data to provide, secure and improve the Services.
6.5 Data Processing Agreement. The Data Processing Agreement is incorporated by reference herein into these Terms.
7. Non-CoSupport Services
If the Client decides to enable, access or use Non-CoSupport Services, the Client's access and use of such Non-CoSupport Services shall be governed solely by the terms and conditions of such Non-CoSupport Services. CoSupport does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Non-CoSupport Services.
8. Free Trial and Beta Services
8.1 Free Trial. A new the Client may be entitled to a Free Trial. The Free Trial is subject to restrictions that are specified in the Service Order. CoSupport reserves the right to change the terms of Free Trial at any time and/or suspend the Free Trial of any Client with or without cause.
8.2 Beta Services. CoSupport may introduce certain Services as either closed or open beta services during a trial and evaluation period known as "Beta Services" or as complimentary offerings labeled as "Free Services". CoSupport provides Free Services "AS IS" and makes no representations, warranties, indemnities, or guarantees of any sort.
9. Intellectual Property Rights
9.1 Intellectual Property Rights. Each Party shall retain all rights, title and interest in any of its respective Intellectual Property Rights. The rights granted to the Client, Users and End-Users to use the Service(s) under these Terms do not convey any additional rights in the Service(s) or in any Intellectual Property Rights of CoSupport associated therewith.
9.2 Ownership of Service Data. The Client shall retain ownership rights, including all Intellectual Property Rights, to all Service Data processed under the terms of these Terms, including Output as described in Section 3.4 of these Terms.
9.3 Feedback. CoSupport shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable, assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback regarding the Services that CoSupport receives from the Client.
9.4 Use of CoSupport Marks. the Client may only use the CoSupport Marks in a manner permitted by CoSupport in writing.
10. Representations, Warranties and Disclaimers
10.1 Representation and Warranties. Each Party represents that is has validly entered into these Terms and has the legal power and authority to do so.
10.2 CoSupport Representations and Warranties. CoSupport represents and warrants that during an applicable Subscription Term (a) these Terms will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data; and (b) the Services will perform materially in accordance with these Terms.
10.3 DISCLAIMERS. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 10.2, THE WEBSITE AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN "AS IS'' AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND COSUPPORT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED.
11. Indemnification
11.1 Indemnification by CoSupport. CoSupport will indemnify and defend the Client from and against any claim brought by a third party against the Client alleging that the Client's use of a Service as permitted hereunder infringes or misappropriates a third party's valid patent, copyright, trademark or trade secret (an "IP Claim").
11.2 Indemnification by The Client. The Client will indemnify, defend and hold CoSupport harmless against any claim brought by a third party against CoSupport (a) arising from or related to the Client, Users' or End-Users use of a Service in breach of these Terms.
12. Limitation of Liability
12.1 EXCLUSION OF DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) SHALL EITHER PARTY TO THESE TERMS, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES.
12.2 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, COSUPPORT'S AGGREGATE LIABILITY TO THE CLIENT, ITS AFFILIATES, OR ANY THIRD PARTY ARISING OUT OF THESE TERMS, THE SERVICES SHALL IN NO EVENT EXCEED THE SERVICES FEES PAID BY THE RESELLER TO COSUPPORT WITH RESPECT TO YOUR SUBSCRIPTION TO SUCH SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
12.3 LIMITATION OF LIABILITY IN THE AGGREGATE. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN APPLIES IN AGGREGATE TO ANY AND ALL CLAIMS BY THE CLIENT AND ITS AFFILIATES, AND SHALL NOT BE CUMULATIVE.
12.4 Jurisdiction-specific Exclusions. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to the Client. IN THESE JURISDICTIONS, COSUPPORT'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
13. Governing Law and Jurisdiction
In the event of a dispute, controversy or claim arising out of or in relation to these Terms, the parties shall attempt to solve the matter amicably in mutual negotiations. Any questions relating to these Terms shall be governed by and construed in accordance with the Laws of England and Wales, courts of London has exclusive jurisdiction.
14. Relationship of the Parties
The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and either CoSupport. These Terms are not for the benefit of any third parties.
15. Severability
If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties.
16. Compliance and Use Restrictions
The Services and other CoSupport technology, and derivatives thereof, may be subject to export controls and economic sanctions laws and regulations of the United States and other jurisdictions. The Client agrees to comply with all such laws and regulations as they relate to the access to and use of the Services and other CoSupport technology.
17. Entire Agreement
These Terms are the entire agreement between the Client and CoSupport regarding the Client's use of the Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
18. Modifications to Terms
CoSupport reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Website. Please check these Terms periodically for changes.
19. Assignment
Under the terms of the Reseller Agreement, Your agreement with the Reseller with respect to Your subscription to the Service may be assigned to CoSupport. You agree that if Your agreement with Reseller is assigned to CoSupport, Your continued rights to access and use the Service shall be subject to then Terms of Services and You consent to the application of such terms and conditions.
20. No Waiver
Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.
21. Notices
Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c) except for notices of termination or an indemnifiable claim ("Legal Notices"), the day of sending by email.
22. Survival
Sections 1, 3.1, 3.5, 4.2, 4.4, 5, 6, 9, 11-21 shall survive termination of these Terms with respect to use of the Services by the Client, Users or End-Users. Termination of these Terms shall not limit a Party's liability for obligations accrued as of or prior to termination or for any breach of these Terms.