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, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

“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, including, without limitation, the REST API that enables the interaction with the Services automatically through HTTP requests and the application development API that enables the integration of the Services with other web applications.

“Client” means the party specified in the Service Order and may also be referred to as “You” or “Your.”

“Client Marks” means any trademarks, service marks, service or trade names, taglines, logos or other designations of the Client.

“Confidential Information” means all information disclosed by one Party to the other Party which is in tangible form and designated as confidential or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including but not limited to the pricing terms, product plans and designs, business processes, security notifications, and customer advocacy communications. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of these Terms or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.

“CoSupport” means Internet Investment Group Limited, a legal entity duly registered under the laws of Hong Kong and any of its successors or assignees, subsidiaries and affiliates;

“CoSupport Marks” means any trademarks, service marks, service or trade names, taglines, logos or other designations of CoSupport, or its or their Affiliates, whether registered or unregistered.

“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.

“Free Trial” means limited access to the Services for the purposes of trying out the Services without paying the Service Fees;

“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 (other than one involving CoSupport employees), Internet service provider failure or delay, Non-CoSupport Services, or acts undertaken by third parties, including without limitation, denial of service attack.

“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.

“Non-CoSupport Services” means third party products, applications, services, software, networks, systems, directories, websites, databases and information which a Service links to, or which the Client may connect to or enable in conjunction with a Service, including, without limitation, Non-CoSupport Services which may be integrated directly into an Account by the Client or at the Client’s direction.

“Personnel” means employees and/or non-employee contractors of CoSupport engaged by CoSupport in connection with performance hereunder.

“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, via the applicable the Client login link and other web pages designated by CoSupport, including, individually and collectively, the applicable software, updates, API. “Services” exclude Non-CoSupport Services as that term is defined in these Terms. From time to time, the names and descriptions of the Services or any individual Service may be changed. To the extent the Client is given access to such Service as so described by virtue of a prior Service Order or other prior acceptance of these Terms, these Terms shall be deemed to apply to such Service as newly named or described.

“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.

“Services Fees” means all charges associated with the Client’s access to and use of an Account.

“Service Order” means any CoSupport’s generated service order form(s) or online ordering document completed, executed or approved by the Reseller managing Clients’s subscription to the Service with respect to the Client’s subscription to Services, which may details, among other things, Services ordered, the number of Users authorized to use Services and Subscription Term.

“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 (as communicated by CoSupport) and the terms of its written subcontract.

“Supplemental Terms” means the additional terms and conditions that are included or incorporated on a Service Order via hyperlink or other reference and any other terms published at the Website applicable to the Services.

“Taxes” means taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction.

“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.

“User Login” means a unique username and associated password provisioned to an individual to permit them to access the Services.

“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 (of which CoSupport will give advance notice via the Website or to the Account owner); and (b) Force Majeure Events. CoSupport reserves the right to monitor and periodically audit Client’s use of the Services to ensure that the Client’s use complies with these Terms and Service Order(s). Should CoSupport discover that the Client’s use of a Service violates these Terms or Service Order(s), CoSupport reserves the right to charge the Client, and the Client hereby agrees to pay for said overuse.

2.2 Support. CoSupport will, at no additional charge, provide standard technical support to the Client at the reasonable request of the Client. CoSupport shall respond to enquiries of support from the Client utilizing the contact set forth below as soon as reasonably possible. 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. CoSupport will not materially decrease the overall functionality of the Services purchased by the Client during the Subscription Term.

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, such as to the specified number of individual Users permitted under the Client’s subscription to the applicable Service, as detailed in the applicable Service Order(s). 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. However, User Logins may be reassigned to new individuals replacing former individuals who no longer require ongoing use of the Services. The Client and Users are responsible for maintaining the confidentiality of all User Login information for an Account. Absent a written license from CoSupport expressly stating otherwise, the Client agrees and acknowledges that the Client may not use the Services, including but not limited to the API, to circumvent the requirement for an individual User Login for each individual who (a) leverages the Services to interact with End-Users; (b) processes data related to interactions with End-Users; or (c) processes data related to interactions originating from a Non-CoSupport Service or third-party service that provides functionality similar to functionality provided by the Services and which would, pursuant to these Terms, require an individual User Login, if utilizing the Services for such interaction. Further, the Client shall not use the API or any software in such a way to circumvent restrictions or User licensing restrictions that are enforced in the Service user interface. CoSupport reserves the right to charge the Client, and the Client hereby agrees to pay, for any overuse of a Service in violation of these Terms or Service Order(s).

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, which CoSupport may verify from time to time. Without limiting the foregoing, the Client will ensure that its use of the Services is compliant with all applicable laws and regulations as well as any and all privacy notices, agreements or other obligations the Client may maintain or enter into with Users or End-Users.

3.3 Sensitive Personal Information. The Client agrees not to use the Services to collect, store, process or transmit any Sensitive Personal Information (as defined below). The Client acknowledges that unless confirmed in writing, CoSupport is not a Business Associate or subcontractor (as those terms are defined in HIPAA) or a payment card processor and that the Services are neither HIPAA nor PCI DSS compliant. CoSupport will have no liability under these Terms for Sensitive Personal Information, notwithstanding anything to the contrary herein. For the purpose of this Section, Sensitive Personal Information means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards ("PCI DSS"); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act ("HIPAA"); or (iii) any other personal data of an EU citizen deemed to be in a "special category" (as identified in EU General Data Protection Regulation or any successor directive or regulation).

3.4 AI Features. The Services may generate data and results (the “Output”) in response to and derived from the Service Data. the Client, Users and End-Users must use the Output only (i) in a lawful manner and in compliance with all applicable laws, (ii) in accordance with these Terms, and (iii) in a manner that does not infringe or attempt to infringe, misappropriate or otherwise violate any of our rights or those of any other person or entity, including but not limited to any intellectual property rights including trademark, copyright, patent or name, image and likeness rights, or the method, purpose or means of causing or attempting to cause the Services to generate content. the Client acknowledges that Output may not be unique and the Services may generate the same or similar output. Given the probabilistic nature of AI, use of the Services may result in incorrect Output that does not accurately reflect real people, places, or facts. Output may not always be accurate. the Client must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them. Services may provide incomplete, incorrect, or offensive Output that does not represent CoSupport’s views. If Output references any third party products or services, it does not mean the third party endorses or is affiliated with the Services. The Client is solely responsible for all use of the Outputs and evaluating the Output for accuracy and appropriateness for its use case, including by utilizing human review as appropriate, if and when such a feature is available within the Services. 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, or modify, make derivative works based upon, copy, or otherwise use any ideas, features, functions, or graphics of the Services in order to (a) build a similar or competitive product or service or (b) build a product using similar features, functions, or graphics of 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 (a) infringing, dangerous, harmful, deceptive, obscene, threatening, libelous, or otherwise objectionable, unlawful, or tortious material, including material harmful to children or which violates third-party privacy rights; or (b) material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs;
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 including, but not limited to, browser software that supports protocols used by CoSupport, including the Transport Layer Security (TLS) protocol or other protocols accepted by CoSupport, and to follow procedures for accessing services that support such protocols. CoSupport is not responsible for notifying the Client, Users or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by CoSupport. CoSupport assumes no responsibility for the reliability or performance of any connections as described in this Section.

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 with respect to Your subscription to a Service. 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. The Client sole recourse with respect to any such suspension or termination shall be against Reseller.

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 or use of a Service by the Client, Users or End-Users. CoSupport also reserves the right to immediately suspend the Client’s Account for the Client’s violation of these Terms. Unless legally prohibited from doing so or where CoSupport is legally required to take immediate action, CoSupport will use commercially reasonable efforts to notify the Client via email when taking any of the foregoing actions. CoSupport shall not be liable to the Client, Users, End-Users or any other third party for any modification, suspension or discontinuation of the Client’s rights to access and use the Services. CoSupport may refer any suspected fraudulent, abusive, or illegal activity by the Client, Users or End-Users to law enforcement authorities at CoSupport’s sole discretion.

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. However, CoSupport may immediately terminate these Terms for cause without notice if the Client violates these Terms or if provision of the Service violates applicable law, regulation or court order.

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. Thereafter, CoSupport will have no obligation to maintain or provide any Service Data and CoSupport will delete Service Data within one hundred sixty (60) days 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. Except as otherwise expressly permitted pursuant to these Terms, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and shall disclose such Confidential Information (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. Except for CoSupport’s Non-Disclosure Agreement (where executed by the Client), the provisions of this Section 5 shall control over any non-disclosure agreement by and between the Parties and any such non-disclosure agreement shall have no further force or effect with respect to the exchange of Confidential Information after the execution of these Terms. This Section shall not apply to any information which (a) was publicly known prior to the time of disclosure by the disclosing Party, or (b) becomes publicly known after such disclosure through no action or inaction of the receiving Party in violation of these Terms. For clarity, any exchange of Confidential Information prior to the execution of these Terms shall continue to be governed by any such non-disclosure agreement. Given the unique nature of Confidential Information, the Parties agree that any violation or threatened violation by a Party to these Terms with respect to Confidential Information may cause irreparable injury to the other Party. Therefore, the Parties agree such violation or threatened violation shall entitle the other Party to seek injunctive or other equitable relief in addition to all legal remedies.

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. CoSupport shall be responsible for the acts and omissions of members of CoSupport Personnel and Sub-processors to the same extent that CoSupport would be responsible if CoSupport was performing the services of each CoSupport Personnel or Sub-processor directly under the terms of these Terms. The Client may sign up to receive notifications of any changes to 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. Any third-party service providers utilized by CoSupport will be subject to confidentiality obligations which are substantially similar to the confidentiality terms herein. CoSupport shall be responsible for the acts and omissions of members of CoSupport’s third-party service providers to the same extent that CoSupport would be responsible if CoSupport was performing the services of each third-party service provider directly under the terms of these Terms.

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. The Client is solely responsible for the accuracy, content, and legality of all Service Data. When Service Data is used to improve CoSupport machine learning models, CoSupport will ensure that Service Data, including Personal Data, is not reproduced by the model to another the Client, and will take necessary steps to prevent this, such as applying data sanitation algorithms to training data.

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, including, without limitation, their content or the manner in which they handle, protect, manage or process data (including Service Data), or any interaction between the Client and the provider of such Non-CoSupport Services. CoSupport cannot guarantee the continued availability of such Non-CoSupport Service features, and may cease enabling access to them without entitling the Client to any refund, credit or other compensation, if, for example and without limitation, the provider of a Non-CoSupport Service ceases to make the Non-CoSupport Service available for interoperation with the corresponding Service in a manner acceptable to CoSupport. the Client irrevocably waives any claim against CoSupport with respect to such Non-CoSupport Services. CoSupport is not liable for any damage or loss caused or alleged to be caused by or in connection with the Client’s enablement, access or use of any such Non-CoSupport Services, or the Client’s reliance on the privacy practices, data security processes or other policies of such Non-CoSupport Services. the Client may be required to register for or log into such Non-CoSupport Services on their respective websites. By enabling any Non-CoSupport Services, the Client is expressly permitting CoSupport to disclose the Client’s login and Service Data to the provider of the Non-CoSupport Service as necessary to facilitate the use or enablement 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”. Since Beta Services can be in various stages of development, the manner in which they operate and are used may be unpredictable. The Client acknowledges and agrees that, regardless of any conflicting terms in these Terms:

Beta Services have not undergone thorough testing.
The Client's utilization of Beta Services is aimed at assessing and testing new features while providing feedback to CoSupport.
CoSupport is under no obligation to (i) further develop or launch Free Services or (ii) provide support for Free Services.
The Client assumes all risks associated with using Free Services.
CoSupport provides Free Services “AS IS” and makes no representations, warranties, indemnities, or guarantees of any sort.
The Client's liability under these Terms remains as specified herein.
To the extent permitted by applicable law, CoSupport's total aggregate liability, as well as that of its suppliers, in relation to Beta Services, is explicitly capped at 100 USD for all damages, regardless of the nature of the claim or theory of liability. The Client consents to CoSupport having exclusive authority and discretion in establishing the testing and evaluation period for Beta Services.

CoSupport retains the prerogative to completely or partially discontinue any of the Free Services, temporarily or permanently, at its discretion, with or without prior notice to the Client. Additionally, CoSupport maintains the right to offer the Free Services on the paid basis.

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. Subject only to limited rights to access and use the Service(s) as expressly stated herein, all rights, title and interest in and to the Services and all software and other components of or used to provide the Services and CoSupport’s machine learning algorithms and AI model, including all related Intellectual Property Rights, will remain with CoSupport and belong exclusively to CoSupport.

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 (through multiple layers), 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, Users, End-Users, or other third parties acting on the Client’s behalf. CoSupport also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by suggestions, enhancement requests, recommendations or other feedback regarding the Services that CoSupport receives from the Client, Users, End-Users, or other third parties acting on the Client’s behalf.

9.4 Use of CoSupport Marks. the Client may only use the CoSupport Marks in a manner permitted by CoSupport in writing. CoSupport’s ability to use the Client Marks will be set forth in a Service Order or by mutual agreement of the Parties.

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. For any breach of a warranty in this Section, the Client’s exclusive remedies are those described in Section 4.3 herein. The warranties herein do not apply to any misuse or unauthorized modification of the Services made by the Client, its Users or its End-Users.

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, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE CLIENT ACKNOWLEDGES THAT COSUPPORT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY THE CLIENT FROM COSUPPORT OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

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”). CoSupport shall, at CoSupport’s expense, defend such IP Claim and pay damages finally awarded against the Client in connection therewith, including reasonable fees and expenses of attorneys engaged by CoSupport for such defense, provided that (a) the Client promptly notifies CoSupport of the threat or notice of such IP Claim; (b) CoSupport will have sole, exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim (however, CoSupport shall not settle or compromise any claim that results in liability or admission of any liability by the Client without the Client’s prior written consent); and (c) the Client fully cooperates with CoSupport in connection therewith. If use of a Service by the Client, Users or End-Users has become, or, in CoSupport’s opinion, is likely to become, the subject of any such IP Claim, CoSupport may, at CoSupport’s option and expense (i) procure for the Client the right to continue using the Service(s) as set forth hereunder; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by CoSupport, terminate the Client’s subscription to the Service(s) and repay the Client, on a pro-rata basis, any Service Fees paid to CoSupport for the unused portion of the Client’s Subscription Term for such Service(s). CoSupport will have no liability or obligation under this Section 11.1 with respect to any IP Claim if such claim is caused in whole or in part by (x) compliance with designs, data, instructions or specifications provided by the Client; (y) modification of the Service(s) by anyone other than CoSupport or CoSupport Personnel; or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not by itself be infringing. The provisions of this Section 11.1 state the sole, exclusive and entire liability of CoSupport to the Client and the Client’s sole remedy with respect to an IP Claim brought by reason of access to or use of a Service by the Client, Users or End-Users.

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 (and not arising solely from the Service itself); or (b) alleging that the Client Marks or content selected by the Client in the design and implementation of the Services, including but not limited to the URL, graphics, illustrations, logos, and marks, or Service Data infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret; provided that (i) CoSupport promptly notifies the Client of the threat or notice of such claim; (ii) the Client will have the sole and exclusive control and authority to select defense attorneys, and to defend and/or settle any such claim (however, the Client shall not settle or compromise any claim that results in liability or admission of any liability by CoSupport without CoSupport’s prior written consent); and (iii) CoSupport fully cooperates with the Client in connection therewith.

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 (WHERE SUCH DATA IS LOST IN THE COURSE OF TRANSMISSION VIA THE CLIENT’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF COSUPPORT), 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, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THESE TERMS, THE SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH 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. THE CLIENT ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION 12.2 IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SERVICES FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF COSUPPORT WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. COSUPPORT HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE THE CLIENT WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THESE TERMS. THE LIMITATIONS SET FORTH IN SECTION 12.2 SHALL NOT APPLY TO CLAIMS OR DAMAGES RESULTING FROM COSUPPORT’S IP CLAIMS INDEMNITY OBLIGATIONS IN SECTION 11.1 OF THESE TERMS.

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 or for a party’s own fraud, willful injury to the person or property of another, or violation of law, 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, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law. Should an amicable settlement between parties not be possible, the dispute shall be finally solved in court or by arbitration as designated herein subject to the terms and conditions set forth below. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not be applied to these Terms. Any questions relating to these Terms which are not expressly or implicitly settled by the provisions contained in 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, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. 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. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

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. Each Party represents that it (nor its parents or controlling shareholders) is not named on (nor directly or indirectly owned 50% or greater, in the aggregate, or otherwise controlled by, a person or persons named on) any U.S. government or other applicable restricted-party list, and the Client will not, and will not permit any User or End-User to: (a) access or use any Service in a U.S.-embargoed or U.S.-sanctioned country or region, (e.g., Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, or any other country or region embargoed or sanctioned during the Subscription Term); (b) access or use any Service if the Client, User, or End-User is named on (or directly or indirectly owned 50% or greater, in the aggregate, or otherwise controlled by, a person or persons named on) any U.S. government or other applicable restricted-party list; (c) place any information in the Services that is controlled under the U.S. International Traffic in Arms Regulations or other similar laws; or (d) access or use any Service for any purpose prohibited by the United States or applicable international import and export laws and regulations. CoSupport shall have no obligation or liability to the Client if a governmental or regulatory action restricts access to the Services, and the Client agrees that these Terms and any Service Order expressly exclude any right to access the Services from a jurisdiction where such governmental or regulatory restriction is in effect. CoSupport reserves the unconditional right to refuse to enter into or to terminate a contractual relationship with any particular company, legal entity or individual on the basis of export control restrictions, embargoes, sanctions or other considerations to the extent permitted by law.

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. The Client or User continued use of the Services after such changes have been posted as provided above constitutes their binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) the Client or User continued use of the Services, or (ii) 30 days from posting of such modified Terms on or through the Website. Notwithstanding the foregoing, the resolution of any dispute that arises between the Client or User and CoSupport will be governed by the Terms in effect at the time such dispute arose.

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, including without limitation, the billing and payment provisions contained therein. You agree that following any such assignment, You shall, upon request by CoSupport, provide such information as is required to secure payment for any Subscription Term commencing after such assignment. You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of these Terms or Your rights under these Terms or delegate performance of Your duties under these Terms without CoSupport’s prior written consent, which consent will not be unreasonably withheld. We may assign these Terms to any Affiliate or in connection with any merger or change of control of CoSupport or the sale of all or substantially all of CoSupport’s assets provided that any such successor agrees to fulfill its obligations pursuant to these Terms. If requested by CoSupport, You must execute a document to give effect to CoSupport’s assignment. Subject to the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

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”), which shall clearly be identifiable as Legal Notices, the day of sending by email. The notices to the Client will be addressed to the relevant Services system administrator designated by the Client.

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.