Terms of Service

Last update - June 20, 2019
Welcome to Cotano! These Terms of Service (“Terms” as defined below) contain the terms and conditions that govern all use of our SaaS Services (as defined below) and all services and/or products available on or through our website and/or our mobile app.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY REGISTERING FOR, EXECUTING AN ORDER FORM, ACCESSING, BROWSING, AND/OR OTHERWISE USING OUR SAAS SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. ONCE ACCEPTED, THESE TERMS OF SERVICE BECOME A BINDING LEGAL AGREEMENT BETWEEN YOU AND PROVIDER. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE, YOU SHOULD NOT CLICK THE “I ACCEPT” BUTTON AND YOU SHOULD NOT USE THE SAAS SERVICES.
In these Terms of Service, “we”, “us”, “our” or “Provider” will refer to Cotano Inc., 251 Little Falls Drive, Wilmington, Delaware, 19808 and the terms “you”, “your” and “Customer” will refer to you. In order to use our SaaS Services, you must review and accept these Terms by clicking on the “I Accept” button or other mechanism provided.
If you are using the SaaS Services as an employee, contractor, or agent on behalf of an organization, then you must be authorized to sign for and bind such organization in order to accept these Terms, and you represent and warrant that you have the authority to do so (and, in which case, the terms “you” and “your” or “Customer” will refer to that organization). In addition to this, if that organization has a separate written agreement with Provider covering the use of the SaaS Services, in that case that agreement will also apply to such use.

If you register for a free trial of the SaaS Services, the applicable provisions of these Terms will govern that free trial.
If you have agreed to a separate Software as a Service Agreement (“SaaS Agreement”), it may provide additional detail about the SaaS Services and its provision. Capitalized terms used but not defined in this Terms have the meanings given to them in the Privacy Policy, SaaS Agreement or other documents of Cotano.

DEFINITIONS:
Account - the primary means for accessing and using the SaaS Services, according to the selected Subscription plan.
Activation Date means the date that Provider first makes the SaaS Services available to Customer. Cotano may provide email or other written notice of such availability to Customer.
Authorized User means a person, authorized to use the SaaS Services under these Terms, including Customer employees, affiliates, agents and representatives.
Customer - an individual or legal person (corporate client) who has accepted these Terms with the Provider.
Customer Data means all electronic data and materials provided by Customer to the Provider for use in connection with the SaaS Services, including, without limitation, customer Personal Data, reports, emails, schedules, tasks, comments, graphics, media files, and other information, files and documents in electronic form. 
Data Protection Laws means all data protection and privacy laws applicable to Customer and Provider in their roles in the processing of Personal Data under a SaaS Agreement executed by the parties, including, where applicable, the General Data Protection Regulation (Regulation (EU) 2016/679) (GDPR).
Documentation means all documentation, including without limitation, the user guides, training materials, release notes, updates, policies, online help and other documentation provided or made available by Provider to Customer regarding the use or operation of the SaaS Services.
Personal Data shall have the meaning given to it in the applicable Data Protection Laws and shall include any personal information relating to an identified or identifiable natural person processed by Provider in relation to these Terms.
SaaS Services refers to the specific internet-accessible services that provides use of Provider’s web-based software solutions, the Cotano mobile application (including tablet applications) hosted by Provider or its service provider and made available to Customer in accordance with these Terms.
Software means the source code and object code versions of any Provider’s software solution to which Customer is provided access as part of the SaaS Service, including any updates or new versions.
Subscription Fees means the applicable subscription fees that you pay to Cotano for the right to receive access to the SaaS Services and other services, all as further described in these Terms, Privacy Policy, or, if applicable, in the SaaS Agreement.
Subscription Term shall mean that period during which the Customer will have access to and use of Provider’s web-based software solutions through SaaS Services. For corporate clients, the Subscription Term will be specified in the Order Form.
Terms means these terms and conditions, which form a binding legal agreement between you and Provider regarding use of the SaaS Services.
1. AUTHORITY TO ENTER INTO THESE TERMS1.1. The use of the SaaS Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Customer, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age (if you live in the United States, you must be at least 13 years of age and if you live in the European Economic Area, you must be at least 16 years of age) or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing. Once accepted, these Terms remain effective until terminated as provided for herein.
2. CHANGES TO THESE TERMS2.1. We encourage you to check the effective date of these Terms whenever you visit Provider’s website or log in to your Cotano account. Your continued access or use of the SaaS Services constitutes your acceptance of any revisions. If you do not agree to the revisions, you should stop using our SaaS Services.
2.2 We reserve the right, at our sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the SaaS Services. We encourage you to check these Terms periodically for changes. Your continued use of the SaaS Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective immediately after such modified Terms are posted on or through our SaaS Services.
3. YOUR COTANO ACCOUNT3.1. To use our SaaS Services, you may be asked to create a Cotano account. As part of the account creation process, you will be asked to provide your email address, and verify that you’re a human being by providing a telephone number to which we’ll send you a verification code to enter into a form. When registering for a Cotano account, you must provide true, accurate, current and complete information about yourself as requested during the account creation process. You must keep that information true, accurate, current and complete after you create each Cotano account.
3.2. Each individual may have one or more Cotano account(s). Where Customer is an organization and where several persons need to use a Cotano account on behalf of such Customer, Customer must designate such persons as Authorized Users. Each such Authorized User shall be subject to the restrictions set forth in these Terms.
3.3. The Customer and any Authorized User associated with a Cotano account are responsible for all use of the SaaS Services under your Cotano account, including the quality and integrity of your Customer Data. The Customer and any Authorized User associated with a Cotano account are also responsible for all acts and omissions of anyone who has access to or otherwise uses our SaaS Services through your account.
3.4. Customer agree to take all reasonable precautions to prevent unauthorized access to or use of the SaaS Services and will notify us promptly of any unauthorized access or use.
3.5. Customer must promptly notify Provider:  a) of any disclosure, loss or unauthorized use of any login credentials;  b) of an Authorized User’s departure from the Customer’s organization;  c) of a change in an Authorized User’s role in the Customer’s organization;  d) of any termination of an Authorized User’s right for any reason.
3.6. Provider will not be liable for any loss or damage arising from unauthorized use of your Cotano account.Termination of Account. You may terminate these Terms at any time as provided in Section 12. Provider shall permanently delete your Cotano account(s) within one (1) month of the effective date of the termination.
4. PROVISION OF SAAS SERVICES For individuals [1]:4.1. We will make our SaaS Services available to you in accordance with these Terms, which may be updated from time to time.
4.2. Subject to the terms and conditions of these Terms, we grant you a non-exclusive, non-sublicensable, non-assignable, royalty free, worldwide right to access and use our SaaS Services solely in connection with and as necessary for your activities.  For legal entities:4.3. Subject to payment of the applicable fees, we hereby grant you a non-exclusive, non-sublicensable, non-assignable royalty free, worldwide right to access, to permit access to and to use the SaaS Services during the Subscription Term for the number of Authorized Users as set forth in an Order Form.
4.4. We will make our SaaS Services available to you in accordance with these Terms, which may be updated from time to time.4.5. You may make the SaaS Services available to your Authorized Users and allow your affiliates to use the SaaS Services in accordance with these Terms, our Privacy Policy and a SaaS Agreement.
4.6. Free Trial. You may be entitled to a free trial. The trial period will be for fourteen (14) days from the Activation Date (“Trial Period”).
4.7. If the SaaS Services are being used during a Trial Period, these Terms (except for payment obligations) will apply for the purpose and term of such Trial Period only. You acknowledge and agree that, at the end of the Trial Period, your access to the SaaS Services will be AUTOMATICALLY terminated, with or without notice, unless you elect to use the SaaS Services on a paid subscription basis.  
4.8. ANY BACKUP DATA SAVED DURING A FREE TRIAL WILL BE PERMANENTLY DELETED FOLLOWING THE TRIAL PERIOD UNLESS A PAID ORDER IS PLACED FOR THE SAME SAAS SERVICES. 
4.9. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, ALL SAAS SERVICES PROVIDED DURING A TRIAL PERIOD ARE PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITHOUT WARRANTY OBLIGATIONS. Customer hereby waives all claims, now known or later discovered, against us arising out of use of any SaaS Services provided for a free trial.4.10. Pilot. We may from time to time agree to provide the SaaS Services to you on a pilot basis (a “Pilot”) in accordance with these Terms, an Order Form and a separate SaaS Agreement executed by the parties. In such case: (i) the duration of such Pilot will be specified in an Order Form (“Pilot Period”); (ii) no fees will apply, except for any Pilot use fee specified in that Order Form (“Pilot Use Fee”), which Pilot Use Fees shall be non-refundable; and (iii) the SaaS Services are provided “AS IS” and no warranty obligations of Provider will apply for the duration of the Pilot Period. A separate SaaS Agreement executed by the parties may set forth additional rights, obligations, terms and conditions, and govern other matters arising out of use of any SaaS Services provided on a pilot basis.
4.11. If you wish to enjoy a full use of the SaaS Services, you are required to (a) enter into a separate SaaS Agreement, and (b) execute an Order Form, detailing the SaaS Services, Other Services (if applicable), duration and pricing applicable to the use of such services.
4.12. You have the right to upgrade or downgrade your subscription at any time by contacting us at .em.onatoc%40troppus Downgrading may cause the loss of features or capacity of the Cotano account, as well as the loss of certain Customer Data.
5. CUSTOMER’S OBLIGATIONS AND CONDUCT5.1. You are entirely responsible for all content that you upload, post or otherwise transmit via the SaaS Services. You agree not to upload, post or otherwise transmit any content via the SaaS Services that:  a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to Provider or other users of the SaaS Services;  b) includes unauthorized collection and/or disclosure of personal data;  c) violates or infringes anyone's intellectual property rights or other rights of any third party or  d) contains any viruses or similar malicious software, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware or telecommunications equipment. Provider reserves the right to edit or remove any content that violates these Terms or that contains third-party commercial advertisements.
5.2. You agree that you will not use the SaaS Services to:  a) copy or republish the SaaS Services or Software or    b) transfer, resell, lease, sublicense, assign, distribute, publish, or otherwise make available the SaaS Services to third parties or offer them on a standalone basis  c) modify, translate, or create derivative works based on the SaaS Services, any Provider`s software solutions, mobile application or Documentation (except when expressly permitted by Provider or authorized within the SaaS Services) in whole or in part  d) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software used to provide the SaaS Services or in the Documentation, or  e) transmit spam, bulk or unsolicited communications
5.3. You will not use the SaaS Services in any manner that violates any applicable law.
5.4. Our SaaS Services contain material, trademarks and other proprietary information, including, without limitation, text, software, photos, video, graphics, other media files, and the contents of the site are the property of Provider. No copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express written permission of Provider. In the event of any permitted copying, redistribution or publication of material, no changes in or deletion of author attribution or trademark legend shall be made. You acknowledge that you do not acquire any ownership rights by downloading material.
5.5. Except as allowed by applicable laws, you will not reverse engineer, decompile, decode, adapt, disassemble, or otherwise create, attempt to create or derive, or permit or assist anyone else to create or derive the source code of any software provided in connection with the SaaS Services or access the SaaS Services or use the Documentation in order to build a similar product or competitive product.
6. FEES AND PAYMENTS For individuals:[2]6.1. The SaaS Services are offered to individuals on a free-of-charge basis.  For legal entities:6.2. You agree to pay Subscription Fees, fees for Technical Support Services, Other Services, Pilot Use Fee (if any) and any other applicable services as described in an Order Form and electronic invoice(s). Subscription Fees and all other applicable fees will be quoted separately by us in writing in an Order Form and relevant electronic invoice(s). Additionally, we will charge you, and you shall pay, in accordance with these Terms, any and all additional costs, fines, or penalties we incur from a governmental or regulatory body or telecommunication provider as a result of your use of the SaaS Services in violation of these Terms.
6.3. You shall be responsible for and shall pay all applicable Taxes imposed on or with respect to the SaaS Services that are the subject of these Terms, or similar charges relating to your purchase and use of the SaaS Services and other services under SaaS Agreement. “Taxes” mean all applicable federal, state and local taxes, fees, charges, telecommunications provider (e.g., carrier) surcharges or other similar exactions, including, without limitation, sales and use taxes, communications service taxes, utility user’s taxes or fees, excise taxes, and VAT/GST. For the purposes of this Section, you shall not be liable for taxes based on our net income, capital or corporate franchise. If you are exempt from any such Taxes for any reason, we will exempt you from such Taxes on a going-forward basis once you deliver a duly executed and dated valid exemption certificate to us and we have approved such exemption certificate. Such exemptions should be sent directly to .em.onatoc%40troppus
6.4. Prior to the end of each payment interval, you will be issued an electronic invoice for payment of the Subscription Fees and, if applicable, other fees as described in an Order Form, of the next payment interval. The start and end date of your service period is indicated in your invoice.
6.5. You must pay the invoice by the due date indicated on the invoice. You will make all of the payments due hereunder to Cotano Inc. Unless you and Provider agree otherwise in writing, all undisputed fees due pursuant to these Terms are payable in United States dollars to the Provider’s bank account provided in a separate SaaS Agreement executed by the parties.
6.6. If you fail to timely pay the Subscription Fees, we reserve the right to suspend delivery of the SaaS Services until you pay the undisputed fees due, provided that (i) we notify you of such failure in writing and (ii) such failure continues for fifteen (15) days. Suspension of the SaaS Services shall not release Customer of its payment obligations under the Terms.
6.7. If we suspend the SaaS Services pursuant to the Terms, then we will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur with connection with any such suspension.
6.8. Upon delay with any payments, we may require you to pay late fee (penalty for late payment). The late fee will be either one and one-half percent (1.5%) per month or the maximum amount permitted by applicable law, whichever is less, from the due date until paid.
6.9. If your use of the SaaS Services exceeds the service capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of a separate SaaS Agreement), you shall be billed for such usage and you agree to pay the additional fees in the manner provided in these Terms.
6.10. Provider reserves the right to change the Subscription Fees or other fees and to institute new Subscription Fees or other fees at the end of the Subscription Term, upon thirty (30) days prior notice which may be sent to you by email. If you believe that we have billed you incorrectly, you must contact us no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to our customer support department at .em.onatoc%40troppus
7. OWNERSHIP AND CONFIDENTIALITY7.1. As between you and Provider, we exclusively own and reserve all right, title and interest in and to the SaaS Services, Documentation, our Confidential Information and Customer Data; as well as any feedback, recommendations, correction requests, or suggestions from you or any Authorized User about the SaaS Services. As between you and Provider, you exclusively own and reserve all right, title and interest in and to your Confidential Information.
7.2. "Confidential Information" means any information or data, regardless of whether it is in tangible form, disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. The receiving party may disclose Confidential Information of the disclosing party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.
7.3. Confidential Information does not include any information which: (a) is publicly available through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person without violation of the disclosing party's rights; or (d) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party.
7.4. The receiving party agrees that it will use the Confidential Information of the disclosing party solely in accordance with these Terms and it will not disclose such Confidential Information to any third party without the disclosing party's prior written consent, except as otherwise agreed by the parties in writing. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of a separate SaaS Agreement executed by the parties and the relationship of the parties, but agrees that the specific terms of the executed SaaS Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of SaaS Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.
7.5. The receiving party shall use at least the same degree of care with respect to the Confidential Information of the other party, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other Party’s Confidential Information.
7.6. Parties may enter into a separate written Non-Disclosure Agreement or incorporate its provisions in whole or in part in a separate SaaS Agreement, which may stipulate additional rights and obligations with respect to the Confidential Information and the provided SaaS Services.
8. PERSONAL DATA AND PRIVACY8.1. We take the privacy of our Customers and Authorized Users very seriously. Our Privacy Policy at https://cotano.me/hub/privacy-policy.html is incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs Provider’s collection, use, and disclosure of Customer’s or Authorized User’s Personal Data.
8.2. To protect confidentiality and integrity of Personal Data of our Customers and Authorized Users, we will maintain administrative, physical, and technical safeguards for protection of the security, as described in our Privacy Policy and these Terms.
8.3. You own and retain ownership of Personal Data and other content you provide, store and process through the SaaS Service. If you are subject to the terms of the General Data Protection Regulation 2016/679, then the terms of our Data Processing Addendum (“DPA”) are incorporated into these Terms by reference. The DPA is an integral part of these Terms. Unless otherwise explicitly agreed in writing by the parties, it is agreed and acknowledged that with respect to any Event Data, you shall be deemed the data controller and we shall be deemed the data processor (as such terms are defined under the GDPR and the DPA).
8.4. You hereby grant us a perpetual, worldwide, royalty-free, and non-exclusive license to access your Personal Data and other content uploaded to or transmitted through the SaaS Services in order to provide the SaaS Services, including storing, hosting and management of such data.
8.5. You acknowledge and agree that we, may use, process and/or transfer your Personal Data: (a) in connection with provisioning of the SaaS Services; (b) to incorporate Personal Data into databases that we control for the purpose of providing the SaaS Services; (c) for administration, provisioning, invoicing and reconciliation, verification of identity, maintenance, support and product development, fraud detection and prevention, sales, revenue and Customer and/or Authorized User analysis and reporting, and market and use analysis; and (d) to communicate with you by voice, letter, fax, or Email regarding the SaaS Services. Subject to provisions of the DPA, we will process your Customer Data on behalf of you until the termination of these Terms as provided herein. Upon termination, we will store the Customer Data for a period of three months, should you wish to reopen the Cotano account to resume the use of the SaaS Services, unless you instruct us otherwise.
8.6. You may withdraw your consent for such use, processing or transfer of Personal Data as set out above by sending written notice to us at em.onatoc%40troppus, except as it is required to (i) provision, manage, account or invoice for the SaaS Services; (ii) carry out fraud detection; or (iii) comply with any statutory or regulatory requirement or the order of a court or other public authority.
8.7. You warrant that you have obtained and will maintain all legally-required consents and permissions from relevant parties (including subjects of Personal Data) for the use, processing and transfer of Personal Data as described in these Terms.
8.8. By agreeing to these Terms, Customer grants Provider a general authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679 to engage sub-processors for the purposes of providing the SaaS Services.
List of Sub-Processors:  a) Google, LLC, Google, Inc. (Fabric) -- Service provider for web analytics tracking (Google Analytics). They also use Fabric - a developer platform for real-time analytics and event tracking, beta testing, and crash reporting. Based in the US (Privacy Shield certified).  b) Intercom, Inc. -- Service provider for customer support conversations, qualifying as a processor for Customer Data if you provide Customer Data in conversations with our customer support specialists. Based in Ireland (EEA).  c) Mixpanel, Inc. -- Mixpanel is a business analytics service for tracking user interactions with web and mobile applications and providing tools for targeted communication with them. Based in the US (Privacy Shield certified).  d) Hotjar, Ltd. -- Hotjar is a user insights service that we use to understand how users engage with our SaaS Services and to communicate with customers. Based in Malta (EEA).
9. WARRANTY AND DISCLAIMER9.1. We shall use reasonable efforts consistent with prevailing industry standards to maintain the SaaS Services in a manner that minimizes errors and interruptions in the SaaS Services and shall perform the SaaS Services in a professional manner. SaaS Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by us or by third-party providers, or because of other causes beyond our reasonable control, but we shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption.
9.2. HOWEVER, PROVIDER DOES NOT WARRANT THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT PROVIDER WILL CORRECT ALL SAAS SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT PROVIDER DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY PROVIDER (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER PROVIDER NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SAAS SERVICES WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL PROVIDER OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS.
9.3. NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF PROVIDER) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST SALES OR BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE DATE THE CLAIM AROSE. THIS SECTION SHALL NOT APPLY TO THE PARTIES OBLIGATIONS (OR ANY BREACH THEREOF) UNDER SECTION 5 “CUSTOMER’S OBLIGATIONS AND CONDUCT”, SECTION 7 “OWNERSHIP AND CONFIDENTIALITY” OR INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS. 
10. INDEMNIFICATIONYou agree to defend, indemnify and hold Provider and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, other partners, employees and representatives harmless from any claims, actions, suits, losses, damages, liabilities or demand, including attorneys’ fees, arising out of your use or misuse the SaaS Services, Documents, your content uploaded to or transmitted through the SaaS Services, representations made to Provider, violation of these Terms (including any use by you on behalf of your employer/other organization that you represent), or your violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants.
11. TERM AND TERMINATION11.1. These Terms shall commence on the Activation Date and will remain in effect for the duration of the Subscription Term until terminated as described herein.
11.2. These Terms shall be automatically renewed for additional periods of the same duration as the initial Subscription Term, unless either party requests termination as provided in this Section.
11.3. Either party may terminate these Terms for any reason upon (30) days written notice to the other party. Notwithstanding the preceding sentence, if there is a separate SaaS Agreement and/or the Order Form(s) in effect, these Terms will not terminate until such documents are expired or terminated.
11.4. If the SaaS Services are provided on a pilot basis, and if Customer determines that the objectives of the testing and evaluation of the SaaS Services are not achievable or satisfactory, either party may terminate these Terms hereunder by providing Provider a written notice thereof no less than ten (10) business days prior to the end of the Pilot Period. Early termination of the Pilot and these Terms shall not release Customer of its payment obligations under the SaaS Agreement and these Terms.
11.5. Either party may terminate these Terms upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach.
11.5. Provider may, but is not obliged, to continue the provision of the SaaS Services to Authorized Users of Customer after the expiration or termination of a SaaS Agreement executed between Customer and Provider (including, without limitation, the Pilot), provided that such Authorized Users (i) are transferred to an individual subscription for the SaaS Services as specified in Section 6.1 of these Terms and (ii) agreed to these Terms on behalf of themselves (not as employees, agents, affiliates or representatives of Customer).  
12. GOVERNING LAW AND JURISDICTION12.1. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on Contracts for the International Sale of Goods. Client agrees that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts located in Wilmington, Delaware.
13. MISCELLANEOUS13.1. Modification. We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the SaaS Services at any time. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes.
13.2. Entire Agreement and Severability. These Terms of Service are the entire agreement between you and us with respect to the SaaS Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the SaaS Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
13.3. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
13.4. Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sub-licensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without your consent.
13.5. Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.
13.6. Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to .em.onatoc%40troppus
13.7. U.S. Export Laws. Services, content, and product derived or obtained from the SaaS Services may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall: (a) obtain any export, re-export, or import authorizations required by U.S. or your local laws; (b) not use services, content, or direct product from the the SaaS Services to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide services, content, or direct product from the SaaS Services to prohibited countries and entities identified in the U.S. export regulations.
13.8. No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.These Terms constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter.

[1] The provisions of Section 4.1 and Section 4.2 will apply to natural persons and, in some cases, to individual entrepreneurs who subscribe to the SaaS Services without entering into a separate binding SaaS Agreement with Provider.[2] Section 6.1 will apply to natural persons and, in some cases, to individual entrepreneurs who subscribe to the SaaS Services without entering into a separate binding SaaS Agreement with Provider.