This Agreement (the “Agreement”) is made by and between AS COSAC (or “we”) and Customer (also referred to as “you”) and is effective as of the date that you confirm your acceptance by registering on cosac.io (the “Website”) or via email.
1. Services provided
a. We will provide those services (the “Services”) requested by you in an order (“Order”). Cosac may accept or reject any Order. The terms of an Order shall control in the event of an inconsistency with the terms of this Agreement.
b. All Services shall be subject to the terms and conditions of this Agreement.
c. Cosac hereby grants to you a limited, personal, non-exclusive, non-transferable license, for the duration of this Agreement, to access and use the Website as necessary and only for your use of the Services. You shall not reproduce or copy, in whole or in part, any portion of the Website or any other material made available to you by us, and shall return all such material to us at the conclusion or termination of this Agreement.
d. Cosac may, in its sole discretion, subcontract the provision of a Service or a portion of a Service to third parties or affiliates, provided that Cosac will continue to be liable for the performance of such subcontractors under the terms of this Agreement.
e. Cosac will provide you with reasonable technical support. You may request support at
[email protected]. We do not provide support for other applications and uses or for your end users (“End Users”). Cosac performance obligations under this Agreement apply solely to you, and not to any End User or other third party.
2. Term
a. This Agreement is effective on the Effective Date and shall continue in effect indefinitely until terminated by a Party. Either Party may terminate the Agreement by notice in writing (including email) to the other Party, provided, however, that notwithstanding any such termination the Agreement shall remain in effect for the remaining term of any existing Order. If Cosac deems it necessary to discontinue offering a particular Service provided under this Agreement during the term of an applicable Order, then Cosac may terminate such Service upon thirty (30) days prior written notice to Customer.
3. Charges, billing and payment
a. Recurring charges for Services will be invoiced in advance on a monthly, quarterly, semi-annual, annual, or bi-annual basis, as provided in the Order, and will be payable before the first day of the service term. Non-recurring and usage-based charges will be invoiced in arrears as specified in the Order.
b. Your payment obligations will survive termination of this Agreement and any applicable Order. You may terminate an Order without any early termination penalty once you have paid the recurring charges for at least one half of the term of the Order, plus any non-recurring or usage-based charges.
c. Customer shall remit all account balance additions by wire transfer, credit card, PayPal or other payment mechanism accepted by Cosac. The processing of Customer credit card payments may be denied or discontinued by Cosac, at any time, in its sole discretion.
d. Customer is responsible for all charges incurred on his/her/its account. This responsibility includes charges resulting from the use, misuse, or abuse of the Service by third parties accessing the Services through Customer’s account, whether or not the unauthorized access is a result of Customer’s failure properly to secure the account or to maintain the secrecy of account login information.
e. Unless otherwise stated in the Service Order or any applicable rate schedule on the Website, all applicable European Union (“EU”), national, state or local value added, use, sales, commercial, gross receipts, or other similar taxes, license fees and surcharges (each, a “Tax”), whether charged to or against Cosac, will be billed separately to and payable by Customer. Customer will not withhold any taxes from any amounts due to Cosac. If Customer claims that it should not have to pay one or more Taxes, it shall provide Cosac with a copy of the applicable tax exemption certificate(s). If Cosac does not collect one or more Taxes based on its receipt of a tax exemption certificate from Customer and a relevant taxing authority seeks to collect any such Tax, then, notwithstanding Cosac prior acceptance of the certificate, Customer shall be liable for and indemnify Cosac for all amounts incurred by Cosac in resolving the claim, including the Taxes, any interest or penalties assessed thereon, and Cosac’ reasonable expenses and attorney’s fees that result from any proceeding. Customer shall advise Cosac immediately if Customer’s tax exemption status changes, and shall provide us with updated or renewal exemption documentation upon our request.
f. Any billing dispute or request for a billing adjustment must be made in writing within fifteen (15) days of the invoice date. Any such request must include detailed documentation to establish the basis for any adjustment. The parties shall negotiate in good faith to resolve the dispute. If the dispute is subsequently resolved in Customer’s favor, then any resulting amounts due to Customer shall be deposited to Customer’s account or applied as a credit against a subsequent Customer invoice.
g. If Customer has not breached any terms of this Agreement, such Customer is eligible to request Cosac to issue a refund for an Order within first fifteen (15) days after such Order was placed. Cosac commits to refund such Order within seven (7) days for an amount received in Euros, less any amount for set-up fees, non-standard servers or server components provided under a special Customer request or third party licenses. If Customer operates in different currency than Euros, the refunded amount will be converted to different currency with regard to the currency exchange rate of the day when such refund is issued.
4. Conditions of Service
a. The Services are offered by Cosac subject to their continued legal availability in any applicable jurisdiction. Cosac may elect not to offer a Service in or to any particular jurisdiction, location or country, or may block a Service to or from any particular jurisdiction, location or country if we determine, in our sole discretion, that the continuation of such Service is not permitted or advisable.
b. Cosac reserves the right to amend this Agreement, including any terms or conditions, policies, or pricing on the Website that are incorporated by reference herein, at any time. All such modifications shall be effective upon posting them on the Website. By continuing to use the Service after the posting of such amendments or modifications, you agree to be bound by the amended Agreement.
5. Termination
a. Cosac may terminate this Agreement, any Service, or both, immediately if Customer (a) fails to make payment of any amount due under this Agreement within 3 days of the due date or (b) violates Section 10.
b. Either Party may terminate this Agreement, any Service Order, or both, immediately on notice, if the other commits any other material breach of this Agreement and fails to remedy the breach within thirty days after receiving written notice of the breach.
c. Cosac may also, upon sending notice of Customer’s material breach of this Agreement or a Service Order: (a) cease accepting or processing orders for Service and suspend Service without prejudice to its right to terminate this Agreement or the Service; (b) cease providing all electronically and manually generated information and reports; or (c) collect from Customer any charges owed under this Agreement.
d. In the event of termination by Cosac under subsection (a) or (b) above, all future charges that would be payable under any outstanding Service Order shall become immediately due and payable.
e. Customer acknowledges that in the event of termination of this Agreement or any applicable Service Order, Cosac has no obligation to continue to provide Services to Customer. Customer further agrees that it will immediately effect an immediate transition of Services to another provider.
6. Arbitration of Disputes
a. Any dispute arising out of this Agreement that cannot be resolved between the Parties, must be submitted to binding arbitration before a sole arbitrator in accordance with the commercial arbitration rules of the International Chamber of Commerce (“ICC”). The decision of the arbitrator shall be binding on all parties.
b. Either Party may initiate an arbitration. A copy of the request for arbitration shall be provided to the other Party at the time it is filed.
c. In conducting the arbitration and making any award, the arbitrator shall be bound by and strictly enforce the terms of this Agreement and may not limit, expand, or otherwise modify its terms.
d. The arbitrator will have no authority to award consequential, incidental, punitive, or exemplary damages, and Customer expressly waives any rights to seek any such damages. To the extent such damages may not be so waived, if the arbitrator decides to award such damages, they shall be limited to the total amount of Service charges previously paid by Customer hereunder. The cost of the arbitration, including the fees and expenses of the arbitrator, shall be shared equally by the Parties unless the arbitrator’s award provides otherwise. Unless applicable law provides otherwise, each Party pays its own expenses to participate in the arbitration, including attorneys’ fees and expenses for witnesses and production and presentation of evidence.
e. Each dispute shall be decided on an individual case basis and shall not be consolidated in any action with the disputes or claims of other consumers or customers. Customer agrees that it shall not bring any dispute or claim as a class action or as a private attorney general, and not to act as a class representative or participate as a member of a class of claimants with respect to any dispute or claim relating to this Agreement or the Services. The Parties agree to waive any right to jury trial involving any claims or disputes under this Agreement.
f. If any portion of this dispute resolution section is determined to be unenforceable, then the remainder shall be given full force and effect.
7. Acceptable use policy
You shall, and shall ensure that your End Users, use a Service only for lawful purposes and in a lawful manner, and subject to the express prohibitions set forth in this section. You are expressly prohibited from using any Service in a manner that would or in Cosac’ reasonable judgment may (a) constitute or encourage conduct that is criminal in nature, (b) give rise to civil liability for you or us, (c) violate any applicable laws or regulations (including those related to the intellectual property rights of third parties), (d) enable you to avoid any obligation to pay for the Service, (e) interfere with, disrupt, access without permission or present a risk to a Service or to the network or equipment of Cosac, its customers, its interconnected providers, or other third parties, (f) violate this Agreement or the policies of Cosac, (g) gain unauthorized access to, or otherwise violate the security of Cosac’ (or another party's) network, servers, computers, network control devices, software or data, or other part of a computer system or network, or (h) constitute an abusive or fraudulent use. Specific conduct that is prohibited under this policy includes, but is not limited to, spamming, sending unsolicited commercial email, hacking, dissemination of (i) child pornography or any other activity harmful to minors or (ii) deliberately offensive material, including any message or information that is or may be threatening, libelous, obscene, or harassing. You shall be responsible for any liabilities or obligations arising from your or your End Users’ use of a Service in violation of this section.
8. Warranty and Limitation of Liability
a. Warranty and disclaimer. Cosac warrants that it will perform services with reasonable skill and care and in a workmanlike manner and will use reasonable efforts to restore services in the case of failure. Cosac makes no other warranty or guarantee relating to the services, express or implied, under this agreement or otherwise, and Cosac expressly disclaims all other warranties or conditions relating to the services, express or implied, including, but not limited to any implied warranties or conditions of merchantability, satisfactory quality, and/or fitness for a particular purpose.
b. Limitation of liability. In no event shall either party be liable for any indirect, incidental, special, consequential, punitive, reliance, or cover damages, including loss of profits, revenue, data, or use, incurred by either party or any third party.
9. Force Majeure
Cosac shall not be held responsible for any delay or failure in performance of a Service or any part of this Agreement to the extent such delay or failure is caused by: fire; flood; earthquake; the elements; lightning; explosion; war; act of terrorism; strike; embargo; labor dispute; government requirement; civil or military authority; act of god or nature; inability to secure materials or transportation facilities; act or omission of carriers or suppliers (other than the Parties themselves); acts or failures to act of any governmental authority; computer viruses or worms; DDOS attacks, DNS spoofing attacks and/or other hacking attacks; or any other causes beyond its reasonable control.
