These Terms of Services establish the terms and conditions under which the Client may purchase CoSupport's Services as described in a Service Order or other document signed or agreed to by the Client. If You are acquiring a subscription to a Service operated by CoSupport from an unrelated third party authorized to sell such subscriptions under a separate agreement with CoSupport, the terms of these Terms shall be null and void, and the terms and conditions that govern Your access to and use of the Service are found here.
By accepting these Terms, either by accessing or using a Service, or authorizing or permitting any User 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 the 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 the Terms, in which case the terms "the 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.
In the event of any inconsistency or conflict between the Terms and the terms of any Service Order, the terms of the Service Order shall control. Non-English translations of the Terms are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version shall control.
"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 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. CoSupport may, at its sole discretion, determine which of its affiliated legal entities will act as the contracting party and invoice the Client for the provision of Services. The specific contracting entity responsible for charging and receiving payment will be clearly identified in the applicable Service Order or agreement.
"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 Client 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.
"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, excluding Users contact Information.
"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 Client 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 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).
2.1 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.
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 the Client's Affiliates' behalf, provided that the Client remains responsible for their compliance hereunder.
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.
3.2 Compliance. As between the Client and CoSupport, 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.
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.
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. 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:
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.
4.1 Term. The term of these Terms begins on the Effective Date and will remain in effect as long as the Client has a valid Service Order or until these Terms are otherwise terminated in accordance with the terms hereof, whichever occurs first.
4.2 Cancellation. Either Party may elect to terminate an Account and subscription to a Service at the end of the then-current Subscription Term by providing notice in accordance with Section 22 of these Terms no less than fifteen (15) days prior to the end of such Subscription Term.
4.3 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.
4.4 Termination for Cause. A Party may terminate these Terms for cause (a) upon written notice to the other Party of a material breach by the other Party 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.
4.5 Payment Upon Termination. Except for the Client's termination under Section 4.4, if the Client terminates its subscription to a Service or cancels its Account prior to the end of the then-effective Subscription Term, or if CoSupport terminates or cancels the Client's Account pursuant to Section 4.4, in addition to any other amounts the Client may owe CoSupport, the Client must immediately pay any and all unpaid Service Fees associated with the remainder of such Subscription Term.
4.6 No Refunds. Except for the Client's termination rights under Section 4.4, no refunds or credits for Service Fees or other fees or payments will be provided if the Client terminates a subscription to a Service or cancels its Account prior to the end of a Subscription Term.
4.7 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.
5.1 Payment. Unless otherwise expressly set forth in these Terms, a Service Order, all Service Fees are due in full upon commencement of the Subscription Term. The Client is responsible for providing valid and current payment information and the Client agrees to promptly update the Account information, including payment information, with any changes that may occur.
5.2 Upgrades. If the Client chooses to increase the number of Users authorized to access and use a Service during the Subscription Term, any incremental Service Fees associated with such upgrade will be charged in accordance with the remaining Subscription Term.
5.3 Downgrades. The Client may not reduce the number of Users during any Subscription Term. The Client may only reduce the number of Users for a subsequent Subscription Term at the end of the then-current Subscription Term by providing CoSupport with thirty (30) days prior written notice.
5.4 Taxes. Unless otherwise stated, CoSupport's Service Fees do not include any Taxes. The Client is responsible for paying Taxes assessed in connection with the subscription to the Services.
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.
7.1 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.
7.2 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.
7.3 Safeguards. CoSupport will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data in accordance with the Data Processing Agreement.
7.4 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.
7.5 Data Processing Agreement. The Data Processing Agreement is incorporated by reference herein into these Terms.
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.
9.1 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.
9.2 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.
10.1 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.
10.2 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.
10.3 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.
10.4 Use of CoSupport Marks. The Client may only use the CoSupport Marks in a manner permitted by CoSupport in writing.
11.1 Representation and Warranties. Each Party represents and warrants to the other that (a) these Terms has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such Party's execution, delivery or performance of these Terms; and (c) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
11.2 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.
11.3 DISCLAIMERS. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 11.2, 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.
12.1 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").
12.2 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).
13.1 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.
13.2 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 CLIENT DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
13.3 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.
13.4 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.
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 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.
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.
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.
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.
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.
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.
Except as permitted herein, neither party may, directly or indirectly, by operation of law or otherwise, assign all or any part of these Terms or rights under these Terms, or delegate performance of its duties under these Terms, without written prior consent of the other party, which consent will not be unreasonably withheld.
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.
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.
Sections 1, 3.1, 3.5, 4.3, 4.6, 4.7, 5.4, 6, 7, 10, 12 – 22 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.