Cogbase General Terms of Service 1.0

These General Terms of Service (“General Terms of Service”) is a legally binding contract between you and Cogbase, Inc. (“Cogbase” “us,” “we,” or “our”) regarding your use of Cogbase’s then-current version of Cogbase’s strategic sourcing software platform that enables customers to discover and develop relationships with capable suppliers for custom parts and products (the “Service(s)”). References to “you” and “your” refer to the individual, company, or other entity that accepts the General Terms of Service by creating a Cogbase User Account (as defined herein), or otherwise affirmatively accepting the General Terms of Service through another means Cogbase offers you (including by clicking a box referencing these General Terms of Service). If the Service is being used on behalf of a company or other entity by an individual authorized to accept these General Terms of Service on its behalf, then all references to “you” or “your” refer to the company or other entity. If you are a company or other entity, the individual accepting these General Terms of Service on your behalf represents and warrants that they have authority to bind you to these General Terms of Service. If you are accepting these General Terms of Service on behalf of a company or other entity and an authorized representative of the entity has already accepted these General Terms of Service on behalf of the entity or entered into a separate agreement regarding the use of the Service (“Separate General Terms of Service”) prior to the date upon which you accept these General Terms of Service (“Effective Date”), these General Terms of Service will not apply to you and your and the entity’s rights and obligations with respect to the Service will at all times be governed by, and subject to, the Separate General Terms of Service. If you are not eligible, or do not agree to the terms and conditions of the General Terms of Service, then you do not have our permission to use the Service. Your use of and our provision of the Service to you, constitutes an agreement by Cogbase and by you to be bound by these General Terms of Service. 

1.              Overview. Cogbase’s Services provide a strategic sourcing software platform that enables customers to discover and develop relationships with capable suppliers for custom parts and products (the “Service(s)”). The Services may include various features, some of which are currently available and some of which may be added or discontinued. The feature of the Services are further described in the Key Features guide available here.

2.              Services.

2.1.           Permitted Use. During the Term, subject to your compliance with the terms of these General Terms of Service, you may access and use the Services only for your internal business purposes to design, produce, buy and/or sell hardware components and related products and only in accordance with these General Terms of Service and Cogbase’s usage guidelines, policies, and standard technical documentation for the Services that Cogbase makes generally available to users (“Documentation”).

2.2.           Users. To access the Services, you and any employee or contractor of your company that you allow to use the Services on your behalf (“Users”) must register for an account (“Cogbase User Account”), and, in doing so, may be required to provide Cogbase with information (such name, job title, role email address, or other contact information). You agree that the information it provides to Cogbase is accurate, complete, and not misleading and that it will keep it accurate and up to date at all times. Only Users, using the mechanisms designated by Cogbase (“Log-in Credentials”), may access and use the Services. Each User must keep its Log-in Credentials confidential and not share them with anyone else. You are responsible for your Users’ compliance with these General Terms of Service and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Cogbase’s breach of these General Terms of Service). You will promptly notify Cogbase if you become aware of any compromise of any Log-in Credentials. Cogbase may Process Log-in Credentials in connection with Cogbase’s provision of the Services or for Cogbase’s internal business purposes. “Process” means to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process.

2.3.           Restrictions. You will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense a Service to a third party (other than Users); (b) use a Service on behalf of, or to provide any product or service to, third parties; (c) use a Service to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to a Service, except to the extent expressly permitted by applicable law (and then only with prior notice to Cogbase); (e) modify or create derivative works of a Service or copy any element of a Service; (f) remove or obscure any proprietary notices in a Service; (g) publish benchmarks or performance information about a Service; (h) interfere with the operation of a Service, circumvent any access restrictions, or conduct any security or vulnerability test of a Service; (i) transmit any viruses or other harmful materials to a Service; (j) take any action that risks harm to others or to the security, availability, or integrity of a Service; or (k) access or use a Service in a manner that violates any applicable law. Additionally, you must not use a Service for activities where use or failure of a Service could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.

3.              Data.

3.1.           Use of Your Data. You grant Cogbase the non-exclusive, worldwide, sublicensable right to use, copy, store, disclose, transmit, transfer, publicly display, modify, and create derivative works from any data, information, or materials that: (a) You (including your Users) submit to the Services; and (b) is Processed by Cogbase to provide the Services to you (collectively, “Customer Data”) as necessary to: (a) provide any Services; (b) derive or generate Usage Data; (c) create and compile Aggregated Data; and (d) as otherwise required by applicable laws or as agreed to in writing between the parties. “Usage Data” means information generated from the use of the Services, which data does not identify Users, any other natural human persons, or you, such as technical logs, data, and learnings about your use of the Services, but excluding any identifiable Customer Data. “Aggregated Data” means Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies you or a specific individual.

3.2.           Usage Data; Aggregated Data. Cogbase may Process Usage Data and Aggregated Data for Cogbase’s business purposes, such as to: (a) track use of Services for billing purposes; (b) provide support for Services; (c) monitor the performance and stability of the Services; (d) prevent or address technical issues with the Services; (e) to improve Services, its other products and services, and to develop new products and services; and (f) for all other lawful business practices, such as analytics, benchmarking, and reports. You will not interfere with the collection of Usage Data.

4.              Customer Obligations. You are responsible for your Customer Data, including its content and accuracy, and will comply with applicable laws and any applicable Documentation when using the Services. You represent and warrant that you have made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Cogbase to Process Customer Data set forth in these General Terms of Service without violating or infringing applicable laws, third-party rights, or terms or policies that apply to the Customer Data. 

5.              Modifications to the Service. Cogbase may modify or discontinue all or any part of the Service at any time (including by limiting or discontinuing certain features or functionality of the Service), temporarily or permanently, without notifying you. Cogbase will have no liability for any change or modification to the Service or any suspension or termination of access to or use of the Service as a result thereof.

6.              Supplier Products. Provision, manufacturing and use of products, materials, or deliverables created for or between yourself and another Cogbase customer (the “Supplier Products”) is subject to your agreement with the relevant customer and not these General Terms of Service. Cogbase is not a party to any agreement between you and any other Cogbase customer and does not exert control over, makes no representations or warranties with respect to, and has no liability for Supplier Products, including their security, functionality, operation, availability, or how the producers of Supplier Products use Customer Data.

7.              Fees. Cogbase reserves the right to determine pricing for the Services and to charge fees for the Services (or any component, feature, or functionality thereof) on a going forward basis. Cogbase will provide Customer advance written notice of any such fees before they go into effect or become chargeable. Prior to any payment of fees, Customer will have an opportunity to review and accept any fees that will be charged to Customer. All fees are non-refundable and exclusive of applicable taxes.

8.              NO WARRANTIES. THE SERVICE IS PROVIDED “AS IS”. COGBASE, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. WE DO NOT WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT COGBASE WILL REVIEW CUSTOMER DATA FOR ACCURACY, OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. COGBASE IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE COGBASE’S CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE PERFORMANCE TO THE SHORTEST LEGALLY PERMITTED PERIOD.

9.              Term. The term of these General Terms of Service (the “Term”) will begin on the Effective Date and will continue in full force and effect unless earlier terminated in accordance with these Terms of Service or otherwise mutually agreed upon by the parties in writing. Either party may terminate these Terms of Service for convenience at any time upon written notice to the other party. Cogbase may suspend your access to the Service at any time. Upon the expiration or termination of this Agreement, you will discontinue all use of the Service and you may permanently delete all Customer Data. These Sections survive expiration or termination of these General Terms of Service: 2.3  (Restrictions), 3.1 (Usage Data; Aggregated Data), 4 (Customer Obligations), 8 (No Warranties), 9 (Term), 10 (Ownership), 11 (Limitations of Liability), 12 (Indemnification), 13 (Confidentiality), and 14 (General Terms).

10.            Ownership. Neither party grants the other any rights or licenses not expressly set out in these General Terms of Service. Except for your use rights in these General Terms of Service, Cogbase and its licensors retain all intellectual property rights and other rights in the Services, any deliverables, software, Documentation, Usage Data, and Cogbase technology, templates, formats, and dashboards, including any modifications or improvements to these items made by Cogbase. If you provide Cogbase with feedback or suggestions regarding the Services or other Cogbase offerings, Cogbase may use the feedback or suggestions without restriction or obligation.

11.            Limitations of Liability. IN NO EVENT WILL COGBASE HAVE ANY LIABILITY TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT. THE TOTAL LIABILITY OF COGBASE ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED $100. 

12.            Indemnification. You will indemnify, defend and hold harmless Cogbase, its affiliates and their respective directors, officers, employers, agents, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, or actions made by a third party (“Claims”), and all liabilities, settlements, costs, damages and fees (including reasonable attorneys’ fees and costs) incurred or suffered by the Indemnified Parties from Claims arising from or in connection with: (a) Customer Data or Supplier Products; (b) any breach of this Agreement by you; (c) your violations of applicable law, gross negligence or willful misconduct. 

13.            Confidentiality. You will maintain the confidentiality of and not disclose to any third party: (a) all non-public information disclosed or otherwise made available by Cogbase to you under this these Terms of Service or through the Service; and (b) any feedback, Service performance data, and all other information obtained through your access to or use of the Service. Cogbase will protect any non-public Customer Data transmitted or otherwise provided by you through the Service using commercially reasonable administrative, technical, and physical safeguards designed to protect against illegal or unauthorized access or disclosure of such Customer Data.  Nothing in these General Terms of Service prohibits either party from making disclosures, including of Customer Data and other confidential information, if required by applicable law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment. In order to access and use certain features of the Services, including receiving information or data submitted by a prospective customer, you may be required to execute a non-disclosure agreement setting forth your confidentiality obligations with respect to such information or data.

14.            General Terms.

14.1.        Miscellaneous. You may not assign or transfer these General Terms of Service or your rights under these General Terms of Service, in whole or in part, by operation of law or otherwise, without Cogbase’s prior written consent. Cogbase may assign these General Terms of Service and all rights granted under these General Terms of Service, including with respect to your Customer Data, at any time without notice or consent. The failure to require performance of any provision will not affect Cogbase’s right to require performance at any other time after that, nor will a waiver by Cogbase of any breach or default of these General Terms of Service, or any provision of these General Terms of Service, be a waiver of any subsequent breach or default or a waiver of the provision itself. If any part of these General Terms of Service is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. The parties are independent contractors, not agents, partners, or joint venturers. Nothing express or implied herein is intended to confer, nor shall anything herein confer, upon any entity or person other than the parties and their respective successors and assigns any rights, remedies, obligations or liabilities whatsoever.

14.2.        Governing Law, Jurisdiction and Venue. These General Terms of Service is governed by the applicable laws of the State of California and the United States without regard to conflicts of applicable laws provisions that would result in the application of the applicable laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to these General Terms of Service will be the state and United States federal courts located in San Francisco, California and both parties submit to the personal jurisdiction of those courts.

14.3.        Entire General Terms of Service. These General Terms of Service is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In these General Terms of Service, headings are for convenience only and “including” and similar terms are to be construed without limitation.

14.4.        Force Majeure. Cogbase is not liable for any delay or failure to perform any obligation under these General Terms of Service due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster.

14.5.        Export. You will comply with all relevant U.S. and foreign export and import applicable laws in using any Service. You: (a) represent and warrant that you are not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agree not to access or use Services in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.

14.6.        Government End-Users. Elements of the Services are commercial computer software. If the user or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related documentation of any kind, including technical data and manuals, is restricted by the terms of these General Terms of Service in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited.