Terms of Service

• 1. User Account Registration

  (a) Account Registration and Use License: In order to access and use all of the features of the Service, you are required to open an account (“User Account”) by registering with the COZYROC Cloud. When you register for your User Account you must provide true, accurate, current and complete information (“Account Information”), and you agree to update the Account Information in order to ensure that it is current. Upon proper registration and opening of a User Account, and subject to all the terms and conditions of these Terms of Service, COZYROC hereby grants to you the personal, non-transferable right and license to use the Service, solely for your own internal business purposes, until such time as either you or COZYROC LLC elect to terminate such right in accordance with these Terms of Service.

  (b) Eligibility: As an express condition of being permitted to open a User Account, you represent and warrant that you (i) have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside, (ii) are not on a list of persons barred from receiving services under U.S. laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security) or other applicable jurisdiction and (iii) are not a resident of Cuba, Iran, North Korea, Sudan or Syria.

  (c) Credentials: Upon registration for a User Account, you will provide COZYROC with an email address and password to access your account. You are responsible for maintaining the confidentiality of your password and for all your activities and those of any third party that occur through your account, whether authorized by you or not. You agree to immediately notify COZYROC of any suspected or actual unauthorized use of your User Account. You agree that COZYROC will not, under any circumstances, be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your account.

• 2. Fees; Term and Termination

  (a) Fees: After expiration of the Trial period, the Service may only be accessed and used upon the payment of applicable fees (“Fees”). Fees may vary depending on usage in accordance with our current pricing policy, available in the Service or on the Site. You will be permitted to use all the features of the Service for the trial period expressly stated at the time you signed up for the trial period use of the Service (“Free Trial Period”). NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED DURING THE FREE TRIAL PERIOD IS PROVIDED “AS-IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES OR INDEMNITIES. Upon the expiration of the Trial Period, you will only be able to access and use the Service when you subscribe and pay for the Service. All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are solely responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.

  (b) Cancellation and Termination by You: You are solely responsible for properly canceling your User Account. An email or phone request to cancel your User Account is not considered cancellation. You can cancel your User Account at any time by using the Customer Portal. The Customer Portal provides a simple, no-questions-asked, cancellation link. If you cancel your User Account before the end of your current paid up applicable subscription term, you will not be charged again. Please note that we do not provide refunds for unused time in the last billing cycle. Once your User Account is terminated, we may permanently delete your User Account and any or all User Content associated with it.

  (c) Termination and Suspension by COZYROC: COZYROC may terminate your User Account and/or these Terms of Service at any time and for any reason upon notice to you. We may also suspend our Service to you at any time, with or without cause. If we terminate your User Account without cause, we will refund a prorated portion of your monthly prepayment. We will not refund or reimburse you if we terminate your User Account for cause, including (without limitation) for a violation of these Terms of Service or the Acceptable Use Policy. Once your User Account is terminated, we may permanently delete your User Account and any or all User Content associated with it.

  (d) Inactive Accounts: If you do not log in to your User Account for 12 or more months, we may treat your User Account as “inactive” and permanently delete the User Account and all the data associated with it. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms of Service. All sections of these Terms of Service which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

• 3. Your Use of the Service and Restrictions

  (a) Account and Use of Service: You may use your User Account for the Service only for lawful purposes, and only in accordance with these Terms of Service and Acceptable Use Policy. You acknowledge that you have read, understand and agree to COZYROC’s Acceptable Use Policy, which is hereby incorporated into and made a part of these Terms of Service by this reference.

  (b) Acceptable Use: You shall not use or access the Service to: (i) advertise, promote materials or solicitation related to any product or service that is competitive with COZYROC products or services, including without limitation, the Service; (ii) transmit or transfer (by any means) information or software derived from the Service to foreign countries or certain foreign nations in violation of US export control laws, or (iii) to violate or attempt to violate the security of the Service or COZYROC’s or any third party’s system or network security in any way. In addition, you agree not to, directly or indirectly: (A) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service or any software, documentation or data related to or provided with the Service (“Software”); (B) modify, translate, or create derivative works based on the Service or Software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service or Software; (C) use or access the Service to build or support, and/or assist a third party in building or supporting, products or services competitive to COZYROC; (D) remove any proprietary notices or labels from the Service or Software; or (E) otherwise use the Service or Software outside of the scope of the rights expressly granted herein. You agree to use the Service and Software only for your own internal business operations, and not to transfer, distribute, sell, republish, resell, lease, sublease, license, sub-license or assign the Service or use the Service for the operation of a service bureau or time-sharing service.

• 4. Terms that Apply to Your Data

  (a) Your Data: You will retain ownership of any data, information or material originated by you that you transmit through the Service ("User Content") – for example, User Content from your accounts with Third Party Services that passes through the Service. By transmitting User Content through the Service, you hereby grant to COZYROC worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, transmit, export and display User Content and to access your User Account, as reasonably necessary: (i) to provide, maintain, operate and update the Service and to provide customer support for the Service, and (ii) to prevent or address service, security, support or technical issues.

  (b) No Prohibited Sensitive Personal Data: In addition you may not access or use the Service to upload or transmit, or incorporate any data that is subject to heightened privacy and security requirements by law or regulations or applicable Third Party Services terms, including, without limitation, any financial or medical information of any nature, any sensitive personal information (e.g., government issued numbers, driver’s license numbers, birth dates, personal bank account numbers, passport or visa numbers, credit card numbers, passwords and security credentials), or any special categories of personal data under GDPR.

  (c) Your Data Compliance Obligations: You shall be solely responsible for the accuracy, quality, content, transmission and legality of User Content, and any actions triggered by User Content. You represent and warrant that (i) you have obtained all necessary rights, releases and permissions to transmit User Content through the Service and for any actions triggered by User Content and to otherwise have User Content used as described in these Terms of Service, (ii) User Content and their transmission, processing and use as you authorize in these Terms of Service will not violate any laws or regulations, the Acceptable Use Policy or any Third Party Services terms.

• 5. Proprietary Rights and Improving the Service

  (a) COZYROC Cloud Service: The Service is made available on a limited access basis, and no ownership right is conveyed to you. We and our licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Service, including all modifications, updates, upgrades, extensions, components and all derivative works to the Service. All our rights not expressly granted under these Terms of Service are hereby retained.

  (b) Trademarks: COZYROC, COZYROC Cloud and all COZYROC product names are trademarks and services marks of COZYROC (collectively “COZYROC Trademarks”) and third party logos and product names are trademarks and service marks of third parties (collectively “Third Party Trademarks”) and nothing in these Terms of Service shall be construed as granting any license or right to use the COZYROC Trademarks without COZYROC’s prior written consent or the Third Party Trademarks. You hereby grant COZYROC the right to identify you as a customer of COZYROC and to use your logo and/or trademark for that purpose.

  (c) Suggestions: From time to time at your sole discretion, you may choose to provide suggestions, enhancement requests, recommendations or other feedback related to the Service (“Suggestions”) to us. You hereby grant to COZYROC a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate any Suggestions into the Service and/or other COZYROC products, services or offerings.

  (d) Improving the Service: Notwithstanding anything to the contrary set forth herein or otherwise, COZYROC will have the right to collect and analyze data and other information relating to the provision, use or performance of the Service and related systems and technologies (including information concerning the use of User Account and data derived therefrom), and to aggregate and/or de-identify all such data and information. COZYROC will be free at any time to: (i) use such information and data to improve and enhance the Service; and (ii) disclose such data in aggregate or other de-identified form in connection with its business.