CORAS License & Services Agreement

TERMS OF USE

Last Modified: July 1st, 2024

By usCORASCLOUD, INC.

LICENSE AND SERVICES AGREEMENT

Set forth herein is the LICENSE AND SERVICES AGREEMENT (this “Agreement”) by and between CORASCloud, Inc. (“CORAS”) and the government agency, business entity or persons using CORAS products and services (the “Customer”). This Agreement lays out the terms and conditions pursuant to which Customer will license or access certain CORAS and/or its licensors commercial software products and contract for certain services from CORAS and/or its licensors, pursuant to which CORAS and/or its licensors will provide such products and services to Customer.

YOU CAN ACCEPT THIS AGREEMENT BY ONE OF THE FOLLOWING MEANS: (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE OR TRIAL SERVICES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A GOVERNMENT AGENCY, COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

TERMS AND CONDITIONS

Certain Definitions. Capitalized terms shall have the meaning indicated below unless otherwise specifically defined in this Agreement.
1. “Cloud Solutions” means CORAS’ service to provide a platform for data integration, management, and analysis that will be hosted by (1) CORAS via CORAS cloud hosting, or (2) by the Customer via the Customer’s own local cloud/server hosting, including access to Software as specified in an Order, and any Updates that are made available in connection with this Agreement (and/or in connection with any future or related Orders or modifications).
2. “Content” means any data or content that is provided or uploaded by Customer for transmission, storage, integration, import, display, distribution or use in or through the Products.
3. “CORAS Core License” means a license or access right to the Products specified in the Order (and any related purchase orders (“POs”), statements of work (“SOWs”), or amendments, in each case incorporated into this Agreement) to be used on one server core or equivalent for the duration of the Order Term (defined below), subject to the terms and conditions of this Agreement.
4. “Intellectual Property Rights” means patent, trademark, trade secret, and other intellectual property rights.
5. “Order” means any purchase contract, quote, order form, invoice or online procurement process through which Customer obtains a license or access right to certain CORAS commercial software products and/or contracts for certain services from CORAS.
6. “Product(s)” means the Software, Cloud Solutions, and Software specified in the Order.
7. “Software” means, for installation locally by Customer in order to access the Cloud Solutions or for use with the Customer’s own local servers and its own cloud, the CORAS proprietary commercial software, models, algorithms, and any helpers, extensions, plug-ins and add-ons, in any format, specified in the Order (and any related POs, SOWs, or amendments, in each case incorporated into this Agreement) or provided in connection with this Agreement, any third party software incorporated therein or in the Cloud Solutions, the Software, and any improvements, modifications, derivative works, patches, Updates, and upgrades thereto that CORAS provides in its discretion to Customer hereunder.
8. “Updates” means Product changes that CORAS in its discretion implements in the generally available Products specified in the Order. Updates do not include platform capabilities, configurations, or modules not specified in the Order that CORAS makes available for an additional charge.
Grant of Limited License. Subject to Customer’s continued and full compliance with all of the terms and conditions of this Agreement, CORAS hereby grants to Customer, solely during the Order Term, a non-exclusive, non-assignable, non-transferable, limited license, without any right to sublicense, to install, execute, and use the Software specified in the Order solely for Customer’s internal purposes, and only (a) for use in accordance with the technical specification documentation provided to Customer by CORAS with regard to Software (the “Documentation”), (b) if specified, for the number of CORAS Core Licenses specified in the Order, and (c) for the purpose(s), configuration(s), and module(s) specified in the Order and any associated SOWs. The license(s) granted in the Order shall not be fungible and shall not be reallocated or expanded by Customer for any purpose, configuration or module not specified in the Order.
Provision of Access and Grant of Limited License. If CORAS cloud hosting is specified in the Order, subject to Customer’s continued and full compliance with all of the terms and conditions of this Agreement, CORAS (a) will provide Customer with access to the Cloud Solutions during the applicable Order Term solely for Customer’s internal purposes, and only (i) for use in accordance with the Documentation, (ii) if specified, for the number of CORAS Core Licenses specified in the Order, and (iii) for the for the purpose(s), configuration(s), and module(s) specified in the Order and any associated SOWs; and (b) hereby grants to Customer a non-exclusive, non-assignable, non-transferable, limited license, without any right to sublicense, to install, execute, and use the Software during the Order Term for the sole purposes of using and receiving the Cloud solutions. At CORAS’ request, Customer will promptly install Updates to the Software. The license(s) granted in the Order shall not be fungible and shall not be reallocated or expanded by Customer for any purpose, configuration or module not specified in the Order.
Authorized User Accounts. Customer may establish Product accounts (“Accounts”) for Customer’s employees or independent contractors with a need to access the Products on behalf of Customer (“Authorized Users”), on the condition that Customer has confidentiality obligations in place for each Authorized User at least as restrictive as those stated herein and upon request by CORAS, provides CORAS with names of any independent contractors who have access to the Products. Customer shall inform each Authorized User of its obligations under and ensure that each Authorized User at all times abides by the terms of this Agreement. Customer shall immediately notify CORAS in the event that Customer or an Authorized User becomes aware of any violation of the terms of this Agreement. Customer is solely responsible for any use of the Products that occurs on Customer’s Accounts and shall be liable for any breach of this Agreement by an Authorized User.
Account Protection. Customer shall be responsible for authorizing and protecting Accounts. Customer agrees to provide access to the Products only to Authorized Users, to require such Authorized Users to keep Account login information, including user names and passwords, strictly confidential and not provide such Account login information to any unauthorized parties, and to use standard security measures to protect Accounts (including, without limitation, using multi-factor identification to access the Products). Customer is responsible for monitoring and controlling access to the Products and maintaining the confidentiality of Account login information. In the event that Customer or any Authorized User becomes aware that the security of any Account login information has been compromised, Customer shall immediately deactivate such Account or change the Account’s login information, as appropriate.
Ownership. Customer acknowledges and agrees that, as between Customer and CORAS, CORAS and its licensors retain all rights, title, and interest in and to the Products, Documentation, and any other related documentation or materials provided by CORAS (including all Intellectual Property Rights embodied in any of the foregoing). No ownership rights are being conveyed to Customer under this Agreement. Customer acknowledges that it is obtaining only a limited access or license right to the Products, notwithstanding any reference to the term “purchase” or “customer” herein. Except for the express rights granted herein, CORAS and its licensors do not grant any other licenses or access, whether express or implied, to any CORAS software, services, technology, or Intellectual Property Rights. Customer will maintain and not remove, obscure or alter, any copyright notice, trademarks, logos, and trade names and any other notices or product identifications that appear on or in any Products or Documentation and associated media.
Content. As between CORAS and Customer, Customer retains all rights, title, and interest in and to the Content.
Updates. CORAS and its licensors shall have the right to update the Products from time to time with improvements or modifications to a previously purchased capability or module or to otherwise improve the functionality of the Products. CORAS may deliver Updates electronically.
Restrictions. Customer will not (and will not allow any third party to): (a) decompile, disassemble, scan, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any Products (except to the extent that applicable law expressly prohibits such a reverse engineering restriction); (b) provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use a Product for the benefit of any third party; (c) list or otherwise display, copy or reuse any object code of any Product; (d) copy any Products (or component thereof), except that where Customer hosting is specified, Customer may make a reasonable number of copies of the Software and/or Documentation solely for backup, archival or disaster recovery purposes; (e) develop any improvement, modification or derivative work of the Products or include a portion thereof in any other equipment or item; (f) allow the transfer, transmission (including without limitation making available online, electronically transmitting, or otherwise communicating to the public), export, or re-export of any Products (or any portion thereof) or any CORAS technical data; (g) perform benchmark tests or other technical evaluations of the Products without the prior written consent of CORAS (any results of such permitted benchmark testing shall be deemed Confidential Information of CORAS); (h) gain or attempt to gain unauthorized access to the Products, or any element thereof, or circumvent or otherwise interfere with any authentication or security measures of the Products; (i) interfere with or disrupt the integrity or performance of the Products; (j) input, upload, transmit, or otherwise provide material containing software viruses or other harmful or deleterious computer code, files, scripts, agents or programs to or through the Products; or (k) use, evaluate or view the Products or Documentation for the purpose of developing, designing, modifying, or otherwise creating any environment, software, models, algorithms, products, program or infrastructure or any portion thereof, which performs functions similar to the functions performed by the Products. Notwithstanding these restrictions and subject to the other terms and conditions of this Agreement, Customer shall be permitted to develop software that interfaces with CORAS’ public APIs, provided that Customer shall not attempt to, or encourage any third party to, sell, rent, lease, license, sublicense, distribute, transfer, or syndicate such Products, without prior written approval from CORAS. Periodically, CORAS may request that Customer provide an accurate accounting of the number of server cores that Customer is currently using. Customer shall provide this information in writing within ten (10) business days of CORAS’ request. All the limitations and restrictions on Products in this Agreement also apply to Documentation. Notwithstanding the foregoing, or any statement to the contrary herein, portions of the Products may be provided with notices and open source licenses from such communities and third parties that govern the use of those portions, and any licenses granted hereunder do not alter any rights and obligations you may have under such open source licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such software.
Usage Data. CORAS and its licensors may collect analytics, statistics, metrics or other data related to Customer’s use of the Products (a) in order to provide the Products to Customer, (b) for statistical use (provided that such data is not personally identifiable, or (c) to monitor, analyze, maintain and improve the Products.
Confidentiality. To the extent allowed under applicable law (e.g. The Freedom of Information Act, 5 USC §552), Customer shall treat as confidential all Confidential Information of CORAS, and shall not use such Confidential Information of CORAS except to exercise its rights and perform its obligations herein, and shall not disclose such Confidential Information to any third party other than disclosure on a need to know basis to its own employees, agents, advisors, attorneys, and/or bankers whom are each subject to obligations of confidentiality at least as restrictive as those stated herein. Without limiting the foregoing, Customer shall use at least the same degree of care as it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care. Customer shall promptly notify CORAS of any actual or suspected misuse or unauthorized disclosure of CORAS’ Confidential Information. “Confidential Information” shall mean (a) Products, (b) Documentation, and (c) any other business, technical or engineering information provided by CORAS to Customer, including third party information, disclosed by CORAS to Customer, in any form and marked or otherwise designated as “Confidential” or “Proprietary” or in any form and by the nature of its disclosure would be understood by a reasonable person to be confidential and proprietary. Notwithstanding the foregoing, Confidential Information shall not include any information that (a) is or becomes part of the public domain through no act or omission of Customer in breach of this Agreement, (b) is known to Customer at the time of disclosure without an obligation to keep it confidential, (c) becomes rightfully disclosed to Customer from another source without restriction on disclosure or use, or (d) Customer can document by written evidence that such information is independently developed by Customer without the use of or any reference or access to Confidential Information. Customer is responsible for any breaches of this Section by its employees, independent contractors, agents, or other persons to whom Confidential Information was disclosed. Customer’s obligations with respect to CORAS’ Confidential Information survives termination of this Agreement for a period of five (5) years; provided, that Customer’s obligations hereunder shall survive and continue in perpetuity after termination with respect to any Confidential Information that is a trade secret under applicable law.
Payment and Delivery. Customer shall pay to CORAS the total amount of the fees set forth in the Order. All payments shall be made in the currency set forth on the invoice via check or wire transfer to an account designated by CORAS. All fees are due within 30 days after the date of issuance of CORAS’ invoice. Products are deemed delivered upon being made available to Customer for download, installation or access.
Support and Maintenance. Subject to the payment of the applicable fees set forth in the Order as they become due, CORAS shall use commercially reasonable efforts to provide Customer with product support and Upgrades in accordance with and subject to CORAS’ standard support and maintenance terms and conditions (“Support and Maintenance”) for the period of time specified in the Order (“Support and Maintenance Period”). If Customer elects to renew Support and Maintenance, Customer must renew Support and Maintenance in full. If Customer fails to pay the by the end of the then-current Support and Maintenance Period, Customer shall be deemed to have cancelled Support and Maintenance and CORAS shall no longer provide Customer with Support and Maintenance. Customer may reinstate Support and Maintenance after a period in which it was cancelled, provided (a) CORAS then offers Support and Maintenance, and (b) in order to receive Updates which Customer had not received due to cancellation, Customer pays CORAS the current Support and Maintenance fee and any Support and Maintenance fees that would have been payable during the period in which Support and Maintenance was cancelled. Support and Maintenance fees shall be negotiated by CORAS and Customer and at the conclusion of any applicable option period and/or Order Period.
Professional Services. CORAS will provide Customer with professional services related to the Products specified in the Order or an SOW, if any. From time to time at Customer’s request, and upon mutual written agreement of the parties, CORAS shall provide additional services with respect to Customer’s use of the Products.
Training. Subject to payment of the applicable fees set forth in the Order, CORAS agrees to provide training services for the number of Customer personnel specified in the Order (“Training”), if any.
Government Matters. The Products, Support and Maintenance, Professional Services, and Training are “commercial items” as defined at 48 CFR. § 2.101, consisting of commercial computer software, commercial computer software documentation and commercial services. If Customer or end user is a U.S. governmental entity, then Customer acknowledges and agrees that (a) use, duplication, reproduction, release, modification, disclosure, or transfer of the Products and any related Documentation of any kind, including, without limitation, technical data and manuals, will be restricted in accordance with Federal Acquisition Regulation (“FAR”) § 12.212, (b) the Products and Documentation were developed exclusively at private expense, and (c) all other use of the Products and Documentation except in accordance with the license or access grant provided above is strictly prohibited. Notwithstanding anything to the contrary, these terms and conditions describing the Government’s use and rights are in lieu of, and supersede, any conflicting provisions that address Government rights in the Products, related Documentation, and technical data that may be incorporated in any contract or subcontract under which the Products are accessed or licensed.
Term and Termination. This Agreement shall begin on the Effective Date and remain in effect for the period of time specified as set forth in the Order (the “Order Term”), unless otherwise terminated as provided herein.
1. If a perpetual license is specified in the Order, this Agreement will remain in effect in perpetuity unless otherwise terminated as provided herein. During the Order Term of the license, this Agreement may be terminated by Customer without cause (in accordance with the FAR in the case of a federal government Customer).
2. If a term license is specified in the Order, the Order Term shall be the number of months or years set forth in the Order. During the Order Term of the license, this Agreement may be terminated by Customer without cause (in accordance with the FAR in the case of a federal government Customer).
3. Termination or expiration does not affect either party’s rights or obligations that accrued prior to the effective date of termination or expiration (including without limitation, payment obligations). Sections 6, 7, 9, 11 (but only for the period of time specified therein), 16, 17, 18, 19, 20, 21 and 22 shall survive any termination or expiration of this Agreement. Termination is not an exclusive remedy and all other remedies will remain available.
Indemnification. CORAS has the right to intervene, defend, indemnify and hold harmless Customer from and against damages, costs, and reasonable attorneys’ fees, if any, finally awarded against Customer from any claim of infringement or violation of any U.S. patent, copyright, or trademark asserted against Customer by a third party based upon Customer’s use of the Products in accordance with the terms of this Agreement, provided that CORAS shall have received from Customer: (a) notice of such claim within 20 days of Customer receiving notice of such claim; (b) the exclusive right to contract and direct the investigation, defense and settlement (if applicable) of such claim; and (c) all reasonable necessary cooperation of Customer. If Customer’s use of any of the Products are, or in CORAS’ opinion is likely to be, enjoined due to the type of infringement specified above, or if required by settlement, CORAS may, in its sole discretion: (i) substitute for the Products substantially functionally similar programs and documentation; (ii) procure for Customer the right to continue using the Products; or (iii) if CORAS reasonably determines that options (i) and (ii) are commercially impracticable, submit a claim to the Ordering Activity Contracting Officer under the Contracts Disputes Act in the case of a federal government Customer or to the applicable contracts representative in the case of a commercial Customer, to terminate this Agreement and refund to Customer in the case of perpetual licenses, the license fee paid hereunder by Customer as reduced to reflect a four (4)-year straight line amortization from the date on which the Products were first delivered by CORAS, or, in the case of term licenses, refund to Customer a pro-rated portion of the license fee paid that reflects the remaining portion of the Order Term at the effective date of termination. The foregoing indemnification obligation of CORAS shall not apply: (1) if the Products are modified by any party other than CORAS, but only to the extent the alleged infringement would not have occurred but for such modification; (2) if the Products are modified by CORAS at the request of Customer, but only to the extent the alleged infringement would not have occurred but for such modification; (3) if the Products are combined with other non-CORAS products or processes not authorized by CORAS, but only to the extent the alleged infringement would not have occurred but for such combination; (4) to any unauthorized use of the Products; (5) to any superseded release of the Products if the infringement would have been avoided by the use of a current release of the Products that CORAS has provided to Customer prior to the date of the alleged infringement; or (6) to any third party products, software or services contained within or used to deliver the Products. THIS SECTION SETS FORTH CORAS’ SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT. Nothing herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or suit brought against the U.S. pursuant to its jurisdictional statute 28 USC § 516.
CORAS Limited Warranty and Disclaimer.
1. If Customer hosting is specified in the Order, CORAS warrants for a period of 90 days from the date the initial Software was delivered by CORAS, that the Software will substantially conform to CORAS’ then current Documentation for such Software. This warranty covers only problems reported to CORAS in writing (including a test case or procedure that recreates the failure and by full documentation of the failure) during the warranty period. In the event of a material failure of the Software to perform substantially in accordance with the specifications during the warranty period (“Defect”), CORAS shall use reasonable efforts to correct the Defect or provide a suitable work around as soon as reasonably practical after receipt of Customer’s written notice as specified above. A Defect shall not include any defect or failure attributable to improper installation, operation, misuse or abuse of the Software or any modification thereof by any person other than CORAS. If CORAS has not remedied the Defect within 30 days of its receipt of Customer’s written notice, Customer may give CORAS written notice of termination of this Agreement, which termination will be effective after CORAS’ receipt of the notice (pursuant to the procedures in the FAR in the case of a federal government Customer), unless CORAS is able to remedy the Defect prior to the effective date of termination. In the event of the termination of this Agreement pursuant to Customer’s exercise of its right under this Section, Customer shall be entitled to receive from CORAS, as its sole and exclusive remedy, a refund of all amounts paid to CORAS hereunder during the warranty period.
2. ALL SALES ARE FINAL. NO PURCHASES OF PRODUCTS ARE REFUNDABLE, EXCHANGEABLE OR OFFSETTABLE EXCEPT AS SET FORTH IN SECTION 19(a). EXCEPT AS EXPRESSLY SET FORTH IN SECTION 19(a), THE PRODUCTS AND SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY OTHER WARRANTIES OF ANY KIND AND CORAS AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, ORAL OR WRITTEN, RELATING TO THE PRODUCTS AND ANY SERVICES PROVIDED HEREUNDER OR SUBJECT MATTER OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING LIMITATION, CORAS OR ITS LICENSORS DO NOT WARRANT THAT THE PRODUCTS, DOCUMENTATION, TRAINING, OR SERVICES WILL MEET CUSTOMER REQUIREMENTS OR THAT OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. CUSTOMER ACKNOWLEGES THAT CORAS OR ITS LICENSORS DO NOT CONTROL THE TRANSFER OF DATA, INFORMATION, OR CONTENT OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET OR THIRD PARTY SERVICES AND THAT THE PRODUCTS MAY BE SUBJECT TO LIMITATIONS, DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Customer Representations and Warranties. Customer represents, warrants and covenants to CORAS that it will not use the Products for any unauthorized or illegal purposes, including but not limited to (i) discrimination, (ii) harassment, (iii) compromising information and data security or confidentiality, (iv) harmful or fraudulent activities, (v) violation of privacy or constitutional rights of individuals or organizations, and/or (vi) violation of contractual agreement or local, state and/or federal laws, regulations, or ordinances. Customer represents, warrants and covenants to CORAS that (i) that it will not transmit, store, integrate, import, display, distribute, use, or otherwise make available any Content that is, or is obtained in a manner that is, unauthorized, improper, or illegal, (ii) no Content infringes upon or violates any other Party’s Intellectual Property Rights, privacy, publicity, or other proprietary rights, (iii) this Agreement imposes no obligations, by contract or local, state, federal, international law, regulation or ordinance, with respect to Content, unless expressly agreed to in writing, and (iv) Customer has provided all necessary notifications and obtained all necessary consents, authorizations, approvals, and/or agreements as required by any applicable laws or policies in order to enable CORAS to receive and process Content, including personal data, according to the scope, purpose, and instructions specified by Customer. Customer acknowledges that all Content that Customer transmits, stores, integrates, imports, displays, distributes, uses, or otherwise makes through the use of the Products and the conclusions drawn therefrom are done at Customer’s own risk and Customer will be solely liable and responsible for any damage or losses to any party resulting therefrom.
Limitations of Liability.
1. EXCEPT FOR ANY AMOUNTS AWARDED TO THIRD PARTIES ARISING UNDER SECTION 18 OF THIS AGREEMENT (INDEMNIFICATION), AND EXCEPT FOR BODILY INJURY, DEATH, FRAUD (BUT SOLELY TO THE EXTENT THAT LIMITATION ON LIABILITY THEREFOR IS NOT PERMITTED UNDER APPLICABLE LAW), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CUSTOMER AGREES THAT CORAS OR ITS LICENSORS SHALL NOT BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY WITH RESPECT TO ANY PRODUCTS, SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE LEGAL THEORY USED TO MAKE A CLAIM, AND WHETHER OR NOT BASED UPON CORAS’ NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, IN TORT OR ANY OTHER CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION, LOSS OF USE, LOSS, ALTERATION, CORRUPTION OR BREACH OF DATA, COST OF REPLACEMENT, DELAYS, LOST PROFITS, OR SAVINGS ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PRODUCTS, OR FOR ANY MATTER BEYOND CORAS OR ITS LICENSORS’ REASONABLE CONTROL, EVEN IF CORAS OR ITS LICENSORS HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
2. EXCEPT FOR ANY AMOUNTS AWARDED TO THIRD PARTIES ARISING UNDER SECTION 18 OF THIS AGREEMENT (INDEMNIFICATION), AND EXCEPT FOR BODILY INJURY, DEATH, FRAUD (BUT SOLELY TO THE EXTENT THAT LIMITATION ON LIABILITY THEREFOR IS NOT PERMITTED UNDER APPLICABLE LAW), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CUSTOMER AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF CORAS OR ITS LICENSORS ON ANY CLAIM OF ANY KIND, WHETHER BASED ON CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO, STRICT LIABILITY, PRODUCT LIABILITY OR NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY OR RESULTING FROM THIS AGREEMENT OR ANY PRODUCTS OR SERVICES FURNISHED HEREUNDER SHALL NOT EXCEED THE SUMS PAID TO CORAS BY CUSTOMER UNDER THE APPLICABLE ORDER DURING THE SIX (6) MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO THE CLAIM.
Miscellaneous.
1. Assignment/Transfer. Neither this Agreement nor the access or licenses provided hereunder may be assigned or transferred, subcontracted or sublicensed by Customer without the prior written consent of CORAS; any attempt to do so shall be void. CORAS may not assign this Agreement in whole or in part without the prior written consent of Customer.
2. Third Party Services. CORAS may utilize and/or make available third party services in the provision of the Products and processing of Content (each a “Third Party Service”). Such Third Party Services may be set forth in the Documentation or otherwise be mutually agreed by and between the parties. CORAS is not responsible and liable for any Third Party Service (including without limitation, uptime guarantees, outages or failures).
3. Entire Agreement. The terms and conditions of this Agreement together with any underlying schedule, pricelist and Order(s) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written representations, proposals or agreements concerning the subject matter herein.
4. Precedence. This Agreement is incorporated into the Order and takes precedence over any conflicting or inconsistent provisions from whatever source to which objection is hereby made by CORAS. Unless expressly stated in the Order, this Agreement shall take precedence over any conflicting or inconsistent provisions in that Order.
5. Interpretation. Any construction or interpretation to be made of the Agreement shall not be construed against the drafter.
6. Notices. Any notice, report, approval or consent required or permitted hereunder shall be in writing and sent by first class U.S. mail, confirmed facsimile, a U.S. government email system with Read Receipt (an email notice to CORAS must be sent to contracts@coras.com), or major commercial rapid delivery courier service to the address specified in the Order.
7. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and be enforceable.
8. Amendments, Modifications and Waivers. Any and all modifications, waivers or amendments must be made by mutual agreement and shall be effective only if made in writing and signed by each party. No waiver of any breach shall be deemed a waiver of any subsequent breach.
9. Export. Unless otherwise specified by CORAS, the Products, Documentation, and Support and Maintenance provided hereunder are subject to U.S. trade controls and sanctions and may only be further exported or transferred in accordance with applicable export and sanction requirements, including consultation of the U.S. Consolidated Screening List. It us Customer’s responsibility to provide CORAS with the necessary information for CORAS to comply with applicable requirements, and to ensure that all end-uses and end-users relating to Customer’s reexports and retransfers of the Products, Documentation and Support and Maintenance comply with applicable controls.
10. Federal, State and Local Taxes Clause. This Agreement is governed by the Federal, State and Local Taxes Clause, the contract price excludes all State and Local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. CORAS shall state separately on its invoices, taxes excluded from the fees, and Customer either agrees to pay the amount of the taxes (based in current value of the equipment) to the contrary or provide evidence necessary to sustain an exemption, in accordance with FAR § 52.229-1 and FAR § 52.229-3.
11. Force Majeure. Neither party to this Agreement shall be liable for delays caused by an event of natural disaster, casualty, acts of God, riots, governmental acts or such other event of similar nature that is beyond the delaying party’s control (excluding payment obligations).

ing CorasCloud, Inc.’s (“Company”) internet-delivered work collaboration services (the “Subscription Service”), any Professional Services (defined in Section 1 below), and any other products or services received from Company by Customer, whether on a free or paid basis (collectively, the “Services”), any individual or entity user(s) (“Customer”) shall be bound by the following Terms of Use (the “TOU”), together with Company’s Privacy Policy (available at www.coras.com/privacy) and License and Services Agreement (available at https://www.coras.com/licenseandserviceagreement). This TOU governs Customer’s access to, and use of, Company’s website at www.coras.com, and any related webpages belonging to Company (collectively, the “Sites”), any order (“Order”) for Subscription Services or Professional Services that Customer places through a Site, by telephone or any other means, and Customer’s use or attempted use of Company’s Services. Capitalized terms not otherwise defined below shall have the meanings set forth in Section 24 (Definitions).

Customer’s use of the Sites and Services shall be deemed to constitute Customer’s consent to be bound by this TOU and shall be enforceable in the same way as if Customer had signed this TOU. The TOU may be updated by us from time to time without notice.

If Customer is a direct competitor to Company, Company reserves the right to disallow Customer’s access to the Services.

1. Services

1.1. Subscription Service
Subject to this TOU, and in consideration of the fees specified in any Order, Company will make the Subscription Service available to Customer throughout the Term (defined in Section 6 below). If Customer purchases a subscription to an optional feature or application developed by Company and purchased and included as part of Customer’s Subscription (an “Add-On”), the Subscription Service will be deemed to include such Add-Ons except as otherwise expressly provided herein. Company hereby grants Customer a worldwide, revocable, non-exclusive, non-transferable right to access and use the Subscription Service during the Term for Customer’s internal business purposes, pursuant to the terms and conditions of this TOU.

1.2. Professional Services
Subject to this TOU, and in consideration of the fees specified in any applicable Order or Statement of Work (“SOW”) that describes any “Professional Services” (meaning, implementation, configuration, integration, training, advisory, and other professional services as developed by Company related to the Subscription Service), the parties may agree for Company to provide Professional Services. Company hereby grants Customer a non-exclusive, non-transferable right to access and use all software, code, materials, ideas, deliverables, and items that are conceived, made, discovered, written, or created by Company’s personnel related to providing the Professional Services during the Term for Customer’s internal business purposes (collectively, the “Work Product”), pursuant to the terms and conditions of this TOU.

2. Use of the Subscription Service; Restrictions

2.1. Conditions
Company’s provision of the Subscription Service is conditioned on Customer’s acknowledgement and agreement to the following:

Certain types of information included in the Customer Content (defined in Section 24 below) may be subject to specific laws (e.g., laws regarding personally identifiable information, credit card information, etc.). Customer, not Company, is responsible for compliance with any such laws. Without limiting the foregoing, Customer represents and warrants that, if applicable, Customer will provide any required notice to, and obtain any required consent from, individuals and/or other entities related to the Customer Content and any personal or otherwise protected information included therein.
Company does not access Customer Content except: (i) as requested by Customer to enable the provision of customer support; and (ii) as necessary for Company to (1) comply with applicable law or legal proceedings, or (2) investigate, prevent or act against suspected abuse, fraud or violation of this TOU. For the avoidance of doubt, Company will treat as confidential any Customer Content accessed pursuant to this Section. Unless prohibited by law, if Company receives a request from an individual to access, amend, or delete their personal information stored as Customer Content or Account Information (defined in Section 24 below) provided by Customer, Company will refer such requests to Customer. Customer will be responsible for responding to such requests as required by applicable law, and Company will provide Customer with reasonable support as necessary to facilitate Customer’s response.
The Subscription Service facilitates the sharing of information within Customer’s organization and potentially outside of Customer’s organization. Between Customer and Company, Customer has exclusive control over the distribution of and access to the Customer Content.

3. Customer Content; Account Information; Processing of Data

3.1. Disclosure
The Subscription Service is designed to facilitate collaboration and sharing of Customer Content among Customer Users and, if elected by Customer Users, with third parties. Use of the Subscription Service entails disclosure of some Account Information (e.g., name and email address) to other users. Company will not be responsible for any distribution, publication, display, or other disclosure of Customer Content or Account Information by Customer Users or users with a Company login invited to access (the “Collaborators”) via the Subscription Service.

3.2. Processing
Customer agrees that Company may:

Process the Customer Content to make the Subscription Service available to Customer; and
Process the Account Information as necessary to provide the Subscription Service, administer its business relationship with Customer (including for billing, customer support, and product-related communications), and as otherwise set forth in the Privacy Policy.

3.3. Service Providers
In addition, Company may allow service providers who act on Company’s behalf to process Customer Content and Account Information in connection with Company’s provision of the Subscription Service, provided that:

Such service providers are subject to confidentiality obligations that are substantially as protective of the Customer Content and Account Information as those set forth in this TOU; and
Company will be responsible for any breach of this TOU by such service providers.

4. Additional Products and Services

4.1. Connectors
Customer may (if Customer’s Subscription Service includes one or more Add-Ons that allows for Customer Content to be exported or imported from Customer’s account or Subscription Service to a third-party service or application (a “Connector”)) use Connectors to integrate the Subscription Service with Customer’s accounts or subscriptions to third-party services or applications.

5. Fees and Payment

5.1. Fees
In consideration of the Services, Customer will pay the fees specified at the time of purchase or renewal. Unless otherwise specified in an Order, Company may raise the unit price for any Renewal Terms (defined in Section 6 below) to the then-current pricing for the relevant Services. If Customer selects a multi-year Subscription Term for an Order:

Customer may elect to pay the total fees for the Subscription Service at the outset in lieu of being invoiced or charged annually; or
Customer will be invoiced or charged the annual fees for the Subscription Service on or around the anniversary date of Subscription Effective Date, even if Customer has terminated the Order or otherwise changed its subscription plan.

5.2. Payment
Customer agrees to promptly notify Company of any changes to its billing information. If Customer uses a credit card to make payment hereunder, Customer authorizes Company to charge such credit card on a recurring basis for all applicable fees and taxes.

6. Term and Termination

6.1. Term
This TOU will remain in effect throughout the Term unless earlier terminated as set forth herein.

6.2. Term; Auto-Renewal of Orders
Each Order remains in effect for the initial subscription term (“Initial Term”) specified therein and any subsequent renewal periods (each a “Renewal Term,” and collectively with the Initial Term, the “Term”). AFTER THE INITIAL TERM OF AN ORDER ENDS, ORDERS WILL AUTOMATICALLY RENEW FOR SUCCESSIVE ONE (1) YEAR RENEWAL TERMS UNLESS EITHER PARTY PROVIDES THE OTHER PARTY WRITTEN NOTICE OF NON-RENEWAL AT LEAST 30 DAYS PRIOR TO THE END OF THE THEN-CURRENT TERM. Notwithstanding the foregoing, any non-subscription items purchased via an Order will not automatically renew.

6.3. Term of SOWs
Each SOW remains in effect for the period specified therein. If no period is specified, the SOW will terminate once the Professional Services set forth in the SOW have been completed.

6.4. Termination for Cause; Suspension
Either party may terminate this TOU immediately if the other party breaches any material provision of an applicable Order, SOW, or this TOU, and fails to cure that breach within 30 days of written notice from the non-breaching party identifying the breach. In addition, Company may suspend Customer’s access to the Subscription Service immediately if:

(a) Customer fails to make a payment when payment is due; or
(b) Customer has (or Company reasonably suspects that Customer has) breached Section 2.3 or misappropriated or infringed Company’s intellectual property or proprietary rights.

6.5. Effect of Termination
Upon expiration or termination of this TOU for any reason:

(a) all Orders and SOWs under this TOU will terminate;
(b) all rights and obligations of the parties hereunder will cease (except as set forth in Section 6.6 below);
(c) Customer will remain obligated to pay for Professional Services rendered through the effective date of termination; and
(d) Customer will not be entitled to any refund of fees (except as set forth in Section 5.3 above).

6.6. Survival
The following sections will survive termination or expiration of this TOU: 3.2 (Processing), 3.5 (Treatment at Termination), 3.6 (Ownership), 4.3 (Third-Party Applications), 5.1 (Fees) (with respect to amounts that are accrued but unpaid as of the effective date of termination), 5.2 (Payment), 5.5 (Free Access), 6.6 (Survival), 7 (Proprietary Rights), 8 (Confidentiality), 11 (Limitation of Liability; Damages Exclusion), 12 (Indemnification), 14 (Non-Solicitation), 16 (Notices), 18 (Entire TOU), and 19 (General).

7. Proprietary Rights

As between the parties, Company retains all right, title, and interest in and to:

(a) the Services, Work Product (except for any Customer confidential information used to develop the Work Product), and the technology and software used to provide them, and all intellectual property and proprietary rights therein; and
(b) all electronic and print documentation and other content and data (excluding Customer Content and Account Information) made available through the Services.

Except for the user access as set forth in this TOU, this TOU does not convey any of Company’s intellectual property or proprietary rights to anyone, including Customer. Customer agrees that Company will have a perpetual right to use and incorporate any feedback or suggestions for enhancement that Customer or a Customer User provides to Company regarding the Services without any obligation of compensation.

8. Confidentiality of Company Information

8.1. Company Confidential Information
“Confidential Information” means all non-public, proprietary business, technical, legal, or financial information disclosed to or learned by Customer regarding the business relationship between the parties which Company has identified as confidential at the time of disclosure or that, based on the nature of the information or circumstances surrounding disclosure, Customer should treat as confidential. Confidential Information does not include:

(a) information that was generally known to the public at the time disclosed to Customer;
(b) information that becomes generally known to the public (other than through a breach of this Section 8 by Customer) after disclosure to Customer;
(c) information that was in Customer’s possession free of any obligation of confidentiality prior to disclosure by Company;
(d) information that is rightfully received by Customer from a third party without any restriction on disclosure; or
(e) information that was independently developed by Customer without reference to, or use of, Company’s Confidential Information.

All Confidential Information is provided “AS IS.” COMPANY MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, CONCERNING THE ACCURACY OR COMPLETENESS OF ITS CONFIDENTIAL INFORMATION.

8.2. Use and Disclosure of Confidential Information
Customer:

(a) will not use Confidential Information for any purpose except in connection with this TOU;
(b) will not disclose, give access to, or distribute any of the Confidential Information to any third party, except to the extent expressly authorized in a separate written agreement signed by Company; and
(c) will take reasonable security precautions (which will be at least as protective as the precautions Customer takes to preserve its own confidential information of a similar nature) to keep the Confidential Information confidential.

Notwithstanding the foregoing, Customer may disclose the Confidential Information to those of its employees, directors, affiliates, advisors, agents, contractors, and other representatives (“Representatives”) who need to know such information, provided that each such Representative is bound to protect the Confidential Information by confidentiality obligations substantially as protective as this TOU. Customer will be responsible for its Representatives’ disclosure or use of the Confidential Information in violation of this Section 8.

9. Privacy

Customer acknowledges and agrees that use of the Services is subject to Company’s privacy practices, which are described in the Privacy Policy, and may be updated from time to time (a current version of which can be found at www.coras.com/privacy) (“Privacy Policy”). For the avoidance of doubt, the Privacy Policy details Company’s handling and treatment of Customer Content and Account Information.

10. Representations and Warranties; Disclaimer

10.1. Authority Warranty
Customer represents and warrants that Customer has the necessary authority to enter into this TOU on behalf of themselves or the entity they are representing, as applicable. If Customer is accepting this TOU in relation to Customer’s use of the Services on behalf of any entity, Customer acknowledges and agrees that this TOU will be enforceable against such entity.

10.2. Limited Warranty for Subscription Service
If Customer has paid fees under this TOU for the Subscription Service, Company represents and warrants that the Subscription Service will operate substantially as described in the online product descriptions written or created by Company and made available on the Company’s Site. Customer must notify Company in writing of any alleged failure by Company to comply with this warranty within 30 days of such failure. Upon receipt of such notice, Company will either:

(a) use commercially reasonable efforts to cure or correct the failure, or
(b) terminate the applicable Order and issue a prorated refund for the terminated portion of the Subscription Services.

The foregoing sets forth Customer’s exclusive rights and remedies and Company’s sole liability for breach of the limited warranty specified herein.

10.3. Limited Warranty for Professional Services
If Customer has paid fees under this TOU for Professional Services, Company represents and warrants that the Professional Services will be provided in a competent and workmanlike manner in accordance with the Order or SOW, as applicable. Customer must notify Company in writing of any alleged failure by Company to comply with this warranty within 30 days following delivery of the Professional Services. Upon receipt of such notice, Company will either:

(a) use commercially reasonable efforts to cure or correct the failure, or
(b) terminate the Professional Services and issue a prorated refund for the terminated portion of the Professional Services.

The foregoing sets forth Customer’s exclusive rights and remedies and Company’s sole liability related to the limited warranty specified herein.

10.4. Disclaimer
Customer acknowledges that the Services may experience periods of downtime, including but not limited to scheduled maintenance. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE IN THIS SECTION 10, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, AND ANY INFORMATION OR MATERIALS RELATED THERETO OR MADE AVAILABLE THEREFROM, WHETHER EXPRESS OR IMPLIED. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. COMPANY MAKES NO REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE THIRD-PARTY APPLICATIONS AND COMMUNITY CONTENT, AND EXPRESSLY DISCLAIMS ALL RESPONSIBILITY THEREFOR.

11. Limitation of Liability

11.1. Exclusion of Consequential and Related Damages; Cap on Damages
COMPANY WILL NOT BE LIABLE FOR ANY LOST PROFITS, GOODWILL, OR REVENUES OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM OF ANY NATURE, WHETHER IN CONTRACT, TORT, OR UNDER ANY THEORY OF LIABILITY, ARISING UNDER THIS TOU, EVEN IF COMPANY HAS BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES. COMPANY’S ENTIRE LIABILITY UNDER THIS TOU WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO COMPANY UNDER THE ORDER FORM OR SOW TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTHS PRIOR TO THE DATE ON WHICH THE LIABILITY AROSE.

11.2. General
Each provision of this TOU that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of this TOU between the parties. The fees for the Services reflect this allocation of risk and limitation of liability. Customer agrees that these provisions apply even if the remedies are insufficient to cover all of the losses or damages of Customer or fails of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT, THIS LIMITATION WILL NOT APPLY TO CUSTOMER TO THE EXTENT PROHIBITED BY LAW.

12. Indemnification

Except and to the extent required by applicable law, Customer agrees to indemnify and hold Company and its parent, subsidiaries, affiliates, officers, directors, stockholders, agents, attorneys, employees, partners, licensors and other representatives harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of, or in connection with:

(i) the Customer Content;
(ii) Customer’s use or access of the Services;
(iii) Customer’s connection to the Services;
(iv) Customer’s violation of the TOU or applicable law;
(v) Customer’s violation of any rights of another; and
(vi) any taxes arising in connection with Customer’s purchase or use of the Service in any jurisdiction, domestic or otherwise, including, without limitation, sales and use tax.

13. Publicity

Unless Customer has specifically notified Company to the contrary in writing (email notice permitted), Company may disclose Customer as a customer of Company, and may use Customer’s name and logo on the Sites and in Company’s promotional materials. Company will request Customer’s prior consent for any other uses; such consent to be deemed given if Customer fails to respond to a request within five (5) business days.

14. Non-Solicitation

During the Term and for a period of one (1) year thereafter, Customer will not:

(a) hire or attempt to hire any of Company’s employees; or
(b) solicit, induce, recruit or encourage any of Company’s employees to terminate their relationship with Company.

Notwithstanding the foregoing, Customer will not be precluded from hiring a Company employee pursuant to a general solicitation of employment (e.g., posting a job opening) not specifically directed at Company employees.

15. U.S. Government Agencies

Company provides the Subscription Service for federal government end use in accordance with the Federal Acquisition Regulations and the Defense Federal Acquisition Regulations, as certain sections may apply to the Services. If Customer is a U.S. Government agency utilizing Company’s Services in an official capacity, Customer’s use of the Services shall be subject to this TOU and the TOU Supplement Applicable to U.S. Government Customers.

16. Notices

Customer agrees to receive all communications, agreements, and notices from Company electronically, including by e-mail, in-app notifications through the Subscription Service, or by posting them on the Sites. Customer further agrees such communications provided electronically will satisfy any legal requirement that such communications be in writing. Except where this TOU permits notice to Company via email, all notices provided under this TOU must be in writing and sent via internationally recognized delivery service or certified U.S. mail. Notices sent via email will be deemed given one (1) business day after being sent; notices sent via any other authorized delivery method will be deemed given five (5) business days after being sent. Notices to Company must be addressed as follows:
Attn: Legal,
7918 Jones Branch Drive, Suite 800,
McLean VA 22102,
and for notices permitted to be sent via email, to contracts@coras.com.

17. Assignment

Either party may assign this TOU and any Orders or SOWs in relation to a merger or similar transaction, or to a company acquiring substantially all of its assets, equity, or business, without any requirement to obtain permission for such assignment; otherwise, neither party may assign this TOU or any Orders or SOWs to a third party without the advance written consent of the other party. This TOU and any Orders or SOWs will bind and benefit the parties, their successors, and their permitted assigns.

18. Entire TOU

This TOU and any Orders or SOWs represent the entire agreement between Company and Customer with respect to Customer’s use of the Services. In the event of a conflict between the payment terms in this TOU and any Order or SOW, the payment terms in the Order or SOW will govern and control. In the event of any other conflict between this TOU and any Order or SOW, this TOU will govern and control. This TOU and any Orders or SOWs expressly supersede:

(a) any terms or conditions stated in a Customer purchase order or similar document, whether submitted or executed before or after the Subscription Start Date set forth in the applicable Order; and
(b) any other contemporaneous or prior agreements or commitments regarding the Subscription Service or the other subject matter of this TOU.

For the avoidance of doubt, this TOU will not supersede any non-disclosure agreement entered into by the parties governing information exchanged prior to Customer’s use of the Services or for purposes unrelated to this TOU. Company expressly agrees that any end-user agreement governing use of the Training Resources and Community Features by Customer Users will be considered null and void and will not supersede this TOU.

19. General

Neither party is liable for delay or default under this TOU if caused by conditions beyond its reasonable control. This TOU and any Orders or SOWs are governed by the laws of the Commonwealth of Virginia, without regard to its conflicts of law rules, and each party hereby consents to exclusive jurisdiction and venue in the state and federal courts located in Fairfax, Virginia for any dispute arising out of this TOU or any Orders or SOWs. Except pursuant to Section 5.1, the waiver of any breach of any provision of this TOU or of any Order or SOW will be effective only if in writing, and no such waiver will operate or be construed as a waiver of any subsequent breach. If any provision of this TOU or of any Order or SOW is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not permitted by law), and the rest of this TOU or the relevant Order or SOW is to remain in effect as written. Notwithstanding the foregoing, if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this TOU or any Order or SOW, the entire TOU or the relevant Order or SOW will be deemed null and void.

20. Vulnerability Disclosure

For Company’s Vulnerability Disclosure Policy, please see https://www.coras.com/vulnerability-disclosure.

21. Binding Arbitration; Class Action Waiver; Statute of Limitations

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. Claims relating to this TOU or the Services will be resolved through final and binding arbitration, except as set forth below. The parties agree that the TOU affects interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.

21.1. Initial Dispute Resolution
The parties agree that most disputes can be resolved without resort to litigation. The parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with each other, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration. Accordingly, before initiating a lawsuit or arbitration, Customer agrees to contact Company to attempt to resolve the dispute in good faith.

21.2. Binding Arbitration & Class Action Waiver
If the parties do not reach an agreed-upon solution within a period of 30 days from the time the informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to this TOU (including its formation, performance, and breach), the parties’ relationship with each other and/or Customer’s use of the Services shall be finally settled by binding arbitration, conducted by a single arbitrator, administered by the American Arbitration Association under its Commercial Arbitration Rules, excluding any rules or procedures governing or permitting class actions. Thus, THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that arbitration can proceed on a class basis, then the disputes, claims, or controversies will not be subject to arbitration and must be litigated in state or federal court located in Fairfax, Virginia.

21.3. Statute of Limitations
Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the TOU must be filed within one (1) year after such claim or cause of action arose or be forever barred.

22. Modifications

Company reserves the right to modify this TOU by posting a revised version on the Site, effective as of posting. Continued use of the Subscription Services after the effective date of a revision will constitute Customer’s agreement to the modified TOU. If Customer does not agree to a revision, Customer may terminate this TOU by providing written notice to Company. For the avoidance of doubt, Customer will not receive a refund of fees. Customer’s termination will be effective upon Company’s acknowledgment of such termination, and in no event later than 30 days from Company’s receipt of Customer’s termination notice.

23. Company Communications

Customer agrees to receive electronically all communications, agreements, documents, notices, and disclosures that we provide in relation to the Service (“Communications”). We may provide Communications in a variety of ways, including by e-mail, text, notifications, or by posting them on Company’s Sites or through the Services. Customer agrees that all Communications that Company provides to Customer electronically satisfy any legal requirement that such communications be in writing.

24. Export Law Assurances

Customer may not use or otherwise export or re-export the Services except as authorized by U.S. law and the laws of the jurisdiction in which Company is organized (Delaware). The Services may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, North Korea, Sudan, and Syria); or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or Unverified List or Blocked Persons List or Debarred List on Nonproliferation Sanctions List. By using the Services, Customer represents and warrants that Customer is not located in, under control of, or a national or resident of, any such country or on any such list.

25. Definitions (terms not otherwise defined above)

25.1. Account Information
“Account Information” means personal information about Customer Users provided to Company regarding the creation or administration of Customer User accounts. For example, Account Information includes names, email addresses, and other profile information associated with a Customer User account. Account Information does not include aggregate or de-identified information compiled from Account Information that does not identify Customer, any Customer User, or any other individual.

25.2. Customer Content
“Customer Content” means data, information, file attachments, text, images, personally identifiable information, and other content that is:

(a) uploaded or submitted to the Subscription Service by Customer Users; and/or
(b) collected by Customer Users from third parties using “forms” or similar features of the Subscription Service.

Customer Content does not include usage, statistical, and technical information related to Customer Content that does not reveal the actual contents of the Customer Content.

25.3. Customer User
“Customer User” means, collectively, all:

(a) Licensed Users (defined below);
(b) System Administrators (regardless of whether they are Licensed Users); and
(c) any Non-Licensed Users (defined below).

25.4. Licensed User
“Licensed User” means a user with certain rights to use the Subscription Service on Customer’s behalf. Customer’s System Administrator(s) may designate any user with a registered Company login as a Licensed User.

25.5. Non-Licensed User
“Non-Licensed User” means a user with a Company login who:

(a) is not a Licensed User and
(b) accepts an invitation to join Customer’s account and have his or her usage managed by Customer’s System Administrator (which encompasses a user with certain administrative control rights over Customer’s subscription plan).

TERMS OF USE SUPPLEMENT APPLICABLE TO U.S. GOVERNMENT CUSTOMERS

This is a supplemental agreement (“Supplement”) between Company and U.S. Government customers (the “Customer” or the “Agency”) and applies to the Agency’s use of the Services under Company’s TOU. Terms not defined herein shall have the meanings set forth in the TOU.

The reason for this Supplement is that the Customer, a U.S. Government instrumentality, is obligated to follow federal laws, regulations, and practices, among which are those relating to ethics, advertising and endorsements, tax exemption and immunity, limitations on indemnification, fiscal law constraints, governing law and jurisdiction, dispute resolution, and assignment of contracts.

Company and Agency (the “Parties”) agree that modifications to the TOU available at www.coras.com/terms are appropriate to accommodate the Agency’s legal status, its public mission, and other unique circumstances. Therefore, the TOU is modified by this Supplement as follows.

A. Government Entity
As it relates to the Agency’s use of the Service, the word “Customer” in the TOU shall mean the Agency itself and shall not apply to, nor bind:

(i) the individual(s) who utilize the Company’s Services on the Agency’s behalf, or
(ii) any individual users who happen to be employed by, or otherwise associated with, the Agency.

Company will look solely to the Agency to enforce any violation or breach of the TOU by such individuals, subject to federal law.

B. Advertisements
Company agrees not to serve or display any third-party commercial advertisements or solicitations on any pages within Company’s Sites that display content uploaded by or under the control of the Agency.

C. Taxes
The Parties understand that the Federal Acquisition Regulations (“FAR”) and Defense Federal Acquisition Regulations (“DFAR”) require that Company not include tax in Agency billings unless the tax has been determined by the Agency to be proper for payment.

D. Indemnification, Liability, Statute of Limitations
Any provisions in the TOU related to indemnification by Customer, damages, attorneys’ fees, filing deadlines, defense of lawsuits, collection expenses, and settlement are hereby waived. Liability of either party for any breach of the TOU as modified by this Supplement, or any claim, demand, suit, or proceeding arising from the TOU or this Supplement, shall be determined under the Federal Tort Claims Act, Contract Disputes Act, or other governing federal authority. Federal Statute of Limitations provisions shall apply to any claim, demand, suit, or proceeding arising from the TOU or this Supplement.

E. Governing Law and Forum
The TOU and this Supplement shall be governed by, and interpreted and enforced in accordance with, applicable U.S. federal laws without reference to conflict of laws. To the extent permitted by federal law, the laws of the Commonwealth of Virginia, including its choice of law rules, will apply in the absence of applicable federal law. Any arbitration, mediation, or other dispute resolution provision in the TOU is hereby waived. The forum for purposes of resolving claims and disputes will be determined in accordance with federal law.

F. No Automatic Renewal
Company agrees to waive the provision in the TOU allowing Company to automatically charge the Agency upon a renewal date associated with Customer’s account. Company agrees to remove the auto-renew default setting for any Agency whose account details page designates an email address that ends in .gov, .mil, .fed, or .us. Instead, Company will notify the Agency to allow the Agency to determine if funds are available and if the Services will be needed for a renewal period.

G. Continuity of Services During Dispute
With respect to Section 6 of the TOU, Company agrees to waive the language that would otherwise permit Company to terminate the Subscription contract in the event of an alleged breach of the TOU by the Agency. Instead, recourse against the U.S. for any alleged breach of the TOU must be made under the terms of the Federal Tort Claims Act or as a dispute under the Contract Disputes Act, as applicable. During the resolution of the dispute, the Contractor, Company, shall proceed diligently with performance of the contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Agency Contracting Officer.

H. Limitation of Liability
The Parties agree that nothing in the limitation of liability provision or elsewhere in the TOU in any way grants Company a waiver from, release of, or limitation of, liability pertaining to any past, current, or future violation of federal law.

I. No Endorsement
Company agrees that the Agency’s name, seals, logos, trademarks, service marks, trade names, and the fact that the Agency has a presence on the Company Sites and uses its Services, shall not be used by Company in such a manner as to state or imply (in the judgment of a reasonable person) that Company’s Services are endorsed, sponsored, or recommended by the Agency or by any other element of the Federal Government, or are considered by the Agency or the Federal Government to be superior to any other Services. Except for pages whose design and content is under the control of the Agency, Company agrees not to display any Agency or Government names, seals, trademarks, logos, service marks, and trade names on Company’s homepage or elsewhere on the Company Sites unless permission to do so has been granted by the Agency or by other relevant Federal Government authority. Company may list the Agency’s name in a publicly available customer list on its homepage or elsewhere so long as the name is not displayed in a more prominent fashion than that of any other third-party customer.

J. Assignment
Neither party may assign its obligations under the TOU as modified by this Supplement to any third party without prior written consent of the other. However, if Agency is using Company’s free Services only, Company may, without the Agency’s consent, assign the TOU as modified by this Supplement to an affiliate or to a successor or acquirer, as the case may be, related to a merger, acquisition, corporate reorganization or consolidation, or the sale of all or substantially all of its assets. Any transfer of Company assets related to the Agency’s paid subscription contract requires review and consent by the Agency, under the procedures found in the FAR and the DFAR.

K. Precedence; Further Supplements
If there is any conflict between this Supplement and the TOU, or between this Supplement and other terms, rules, or policies on the Company Sites or related to its Service, this Supplement shall prevail. This Supplement constitutes a mutually agreed upon supplement to the TOU; language indicating it alone is the entire agreement between the Parties is waived. Any further supplement must be agreed to in writing by both Parties.

L. Posting of Supplement
This Supplement shall be posted with the Company’s online TOU either by incorporation of its text or via an integral link.

BUSINESS CONTINUITY ADDENDUM

1. Introduction
This BUSINESS CONTINUITY ADDENDUM (this “Addendum”) (along with the above TOU and the Company’s Privacy Policy and License and Services Agreement) form your agreement with the Company (your “Agreement”). Capitalized terms used but not defined in this Addendum will have the meaning assigned to them in the above TOU. This Addendum applies to the Services but does not apply to any third-party services made available with, or connected to, the Services. The Company may update this Addendum from time to time.

2. System Recovery
System recovery is the ability to restore your Services in the event of a failure of the Company’s Enterprise Decision Management Platform (“EDMP”). System recovery service levels are split into Recovery Time Objective (“RTO”) and Recovery Point Objective (“RPO”).

RPO means the age of files that must be recovered from backup storage for normal operations to resume if a computer, system, or network goes down because of a hardware, program, or communications failure.
RTO means the targeted duration of time within which a business process must be restored after a disaster (or disruption) to avoid consequences associated with a break in business continuity.

This Section explains the RTO and RPO included in your Agreement with the Company. All Services are designed to meet the following Recovery Point Objective and Recovery Time Objective:

Recovery Point Objective
CORAS EDMP: 1 Business Day
Recovery Time Objective
CORAS EDMP: 1 Business Day

The Company lays out its business continuity plans via our FedRAMP Information System Contingency Plan, Cyber Incident Response Plan, and our Information Spillage Response Procedures (collectively, our “Business Continuity Plan”) to ensure that the Company is able to continue to perform its obligations under your Agreement or where performance is not possible, resume performance as soon as reasonably practicable in the event of a disaster (meaning, an unplanned event which results in a loss of access to and use of the services at the Company’s primary or secondary location, “Disaster”). The Business Continuity Plan includes (but is not limited to):

(1) procedures related to transitioning the Company’s Services from its primary location to a secondary location as necessary to maintain the Services,
(2) a communications plan with an identified point of contact in the event of a Disaster,
(3) the planning, system administration, system management, and system monitoring activities to maintain access, functionality, and performance of the business operations and functionality as described in your Agreement,
(4) reference to a secondary location that is geographically separate from the Company’s primary location,
(5) planning and disaster recovery testing, and
(6) monitoring and analysis of operations at the Company’s primary location.

The Company’s Business Continuity Plan is calculated to minimize the disruption of the Services covered by the Plan. The Company reviews the Business Continuity Plan annually, and in the event that the Company’s infrastructure changes, the Company shall revise the Plan as necessary or appropriate. The Company’s secondary location shall have the same functionality as the standard infrastructure capacity for the Services covered by Business Continuity Plan, as it existed at the primary location immediately prior to the Disaster in order to maintain functionality and capacity.

In the event of a Disaster that requires moving the Services from the primary location to the secondary location, the Company will attempt to rebuild the primary location within 90 days of the Disaster event. If the secondary location becomes the primary location, the Company will attempt to rebuild the secondary location within 90 days of the Disaster event.