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COHESO, INC. TERMS OF USE

COHESO, INC. TERMS OF USE

Last modified May 22, 2024

By registering for and using the Coheso solution (the “Service”), you are agreeing to be bound by the following terms and conditions (these “Terms of Use”). These Terms of Use are an agreement between you and Coheso, Inc. (“Coheso”). If you do not agree with these Terms of Use, please do not use the Service. These Terms of Use represent the entire agreement concerning the Service between you and Coheso and supersede any prior proposal, representation or understanding between the parties, provided that, if you are registering for the Service as an “Authorized User” pursuant to a license granted by Coheso to any other person or entity (a “Subscriber License Agreement”), your use of the Service may be subject to additional or differing terms which will prevail in the event of any conflict with these Terms of Use.

Coheso may, in its sole discretion and at intervals of its sole choosing, modify these Terms of Use at any time. Any such amendment will be posted on this page and shall become effective immediately upon such posting. It is your responsibility to monitor this page frequently to check for any updates and to determine whether or not to continue to access and use the Service based upon any such changes. Your use of the Service following any amendment becoming effective means that you accept and agree to the Terms of Use as amended.

Coheso reserves the right to withdraw or amend the Service, and any service, content, or material it provides in connection therewith, in its sole discretion without notice. Coheso will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, Coheso may restrict user access, including registered user access, to some parts of the Service or the entire Service.

1. Account Registration

Use of the Service will require you to register an account with Coheso (an “Account”).

When registering for an Account, you may be asked to provide certain personal information. All such information will be treated in accordance with Coheso’s privacy policy (the “Privacy Policy”) located at https://www.coheso.ai/privacy-policy, which Privacy Policy you hereby consent to. Please ensure that all such information is correct, current, and complete. You agree to notify Coheso of any changes to such information by updating your account profile or contacting Coheso.

You will not share your password, let anyone else access your Account, or do anything else that might jeopardize the security of your Account. You agree to notify us immediately of any actual or suspected unauthorized use of, or access to, your username or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information. Coheso is not responsible for any unauthorized access to your Account unless such unauthorized access resulted from Coheso’s gross negligence or willful misconduct.

2. License

Subject to, and conditioned upon your compliance with these Terms of Use, Coheso hereby grants to you, and you hereby accept, a limited, non-exclusive, nontransferable, non-sub-licensable, revocable, royalty- free license to access and use the Service solely for your internal business purposes, and within the limits of the designated account type associated with your Account.

3. Proprietary Rights

You acknowledge that the Service including all its content, features, and functionality, including, without limitation, software, source code, format, structure, user interface and experience, programs, applications, databases, compilations, algorithms, artificial intelligence technologies and machine learning models, are owned by and constitute the proprietary information and property of Coheso or its licensors. Title to and ownership of the Service, including all rights therein or thereto under any applicable patent, copyright, trademark, trade secret or other law, shall be and at all times remain with Coheso and its licensors. Coheso reserves all rights not expressly granted under these Terms of Use. Except for the limited rights expressly granted under these Terms of Use, nothing in these Terms of Use grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Service.

4. Limitations of Use

You agree that you will not, will not attempt to, and will not assist any other person to, directly or indirectly, (a) reverse engineer, modify, alter, disassemble, decompile, decode, adapt, translate, or otherwise derive or gain access to the source code of, any part of the Service; (b) copy, sell, loan, assign, distribute, publish, sublicense, subcontract, transfer, give, disclose, pledge, lease, rent, share, or otherwise make available, any portion of the Service or your rights or obligations under the Terms of Use; (c) modify or create derivative works of the Service; (d) use the Service in a competing business or for purposes of developing a product that competes with the Service, (e) use the Service in violation of any law, regulation, or rule, or third party’s rights; (f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Service; (g) use any device, software, or routine that interferes with the proper working of the Service or otherwise use the Service in any manner that could disable, interfere with or impair the Service or interfere with any other user’s use of the Service; or (h) represent that any Output (as defined below) generated from use of the Service was human-generated when it was not. You agree to keep confidential the Service and use your best efforts to prevent and protect the Service from unauthorized disclosure or use. You further agree that the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with the Agreement and applicable law. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted in these terms.

Login credentials are not transferrable and you agree to ensure that your login credentials are used only by you.

5. Input Data

You may input or upload documents, images, text and other information and content to the Service (“Your Data”). You authorize and acknowledge Coheso and its affiliates, successors, and assigns, may use Your Data for purposes of facilitating your use of the Service, as well as for purposes of providing support and maintenance in relation to the Service, analyzing the performance and usage of the Service, and improving the Service. You hereby represent and warrant that you have, and will have, all necessary rights to provide Your Data, and to grant Coheso the foregoing. You agree not to upload or provide Your Data if such data: (a) infringes any third party intellectual property or publicity or privacy rights; (b) violates any applicable law or regulation; or (c) contains viruses or malware.

6. Usage Data

Coheso may monitor and collect data and information related to your use of the Service (“Usage Data”), and Coheso may use such Usage Data to compile statistical performance information related to the usage, provision and operation of the Service. As between Coheso and you, all right, title, and interest in the Usage Data, and all intellectual property rights therein, belong to and are retained solely by Coheso. You acknowledge and agree that Coheso may compile Usage Data based on Your Data input into the Service. You agree that Coheso may use Usage Data to the extent and in the manner permitted under applicable law; provided that such Usage Data is anonymized and aggregated and does not identify you or any Confidential Information, as defined below.

7. Output

You may receive output from the Service based on Your Data provided or input to the Service (“Output”). As between you and Coheso, and to the extent permitted by applicable law, you retain ownership rights in and to (a) Your Data and (b) the Output. Coheso hereby assigns to you all right, title, and interest, if any, in and to Output. You are responsible for all Output, including ensuring that it does not violate any applicable law, third party rights or these Terms of Use. Due to the nature of the Service and artificial intelligence generally, Output may not be unique and other users may receive similar output from the Service. You authorize and acknowledge that Coheso may use the Output for the purposes of facilitating your use of the Service, as well as for purposes of providing support and maintenance in relation to the Service, analyzing the performance and usage of the Service, and improving the Service.

8. Feedback

You may provide Coheso feedback (“Feedback”) from time to time, which may include, without limitation, ideas around features, workflow improvements, bugs, processing speeds, user interface aesthetics, and general experience. You hereby grant to Coheso and its affiliates, successors, and assigns, a non- exclusive, perpetual, irrevocable, royalty-free, and freely transferable license to use all Feedback for purposes of its product development, product improvement, and go-to-market strategy. Coheso may incorporate any Feedback into a commercial product, without any compensation or other obligation to you. You will not disclose any Feedback to any person or entity other than Coheso.

9. Improvements

Coheso shall be the sole and exclusive owner of all updates, upgrades, modifications, new features and functions, derivative works and improvements to the Service, whether or not made as a result of or using Feedback (“Improvements”). You acknowledge that you shall have no right, title or interest in or to the Improvements, including any right to use, sell, license, or own the Improvements or any intellectual property rights in or to the Improvements, all of which shall belong exclusively to Coheso. To the extent that by operation of law you may be deemed to hold any right, title or interest in or to any of the Improvements, you hereby irrevocably assign and transfer all such right, title and interest to Coheso.

  1. Termination

Coheso, in its sole discretion, may suspend or terminate your Account, and refuse any and all current or future use of the Service pursuant to these Terms of Use, for any or no reason, and without any notice to you. Such termination/suspension of the Service will result in the deactivation of your Account or your access to your Account. You may also terminate your Account at any time by providing written notice to Coheso. Upon deletion of your Account, you will cease to have access to Your Data provided to Coheso.

11. Confidentiality

Either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party without a duty of confidentiality to such third party; or (d) independently developed by the receiving party without use or reference of the other party’s Confidential Information. Notwithstanding the foregoing exclusion, the Service and Feedback are the Confidential Information of Coheso. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees and contractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are bound by obligations of confidentiality. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law; or (ii) to establish a party’s rights under these Terms of Use, including to make required court filings. Each party shall protect and safeguard the confidentiality of all the Confidential Information of the disclosing party with at least the same degree of care as the receiving party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care.

12. Disclaimer of Warranties and Limitation of Liability

THE SERVICE IS PROVIDED “AS-IS”, WITHOUT WARRANTIES OF ANY KIND AND COHESO HEREBY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, MERCHANTABILITY, NONINFRINGEMENT, TITLE, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE. COHESO DOES NOT WARRANT THAT THE SERVICE OR FUNCTIONS CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, THAT ALL DEFICIENCIES, ERRORS, DEFECTS OR NONCONFORMITIES WILL BE CORRECTED, OR THAT THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS. COHESO DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE.

COHESO SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COHESO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (a) YOUR ACCESS, USE, OR INTERRUPTION OF USE, OF THE SERVICE, (b) YOUR DATA, OR (c) ANY UNAUTHORIZED ACCESS TO YOUR ACCOUNT (UNLESS CAUSED SOLELY BY COHESO) . IN NO EVENT WILL COHESO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE GREATER OF (a) THE AMOUNT PAID BY YOU TO COHESO IN THE PRECEDING TWELVE MONTHS OR (b) FIVE HUNDRED DOLLARS ($500).

The Service is intended to be used as a tool to assist in the review, summarizing and management of legal documents. The Service and Output are not intended to, and do not, constitute or take the place of legal or professional advice. You are responsible for all use of, and decisions made based on, information generated by the Service, including the Output. Coheso cannot and does not warrant or guarantee the accuracy or completeness of information generated by the Service, including the Output.

13. Indemnification

You agree to fully indemnify and hold harmless Coheso and its officers, directors, employees, agents, contractors, service providers, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses (including reasonable attorneys’ fees) of whatever kind arising from or relating to (a) your use of the Service in violation of these Terms of Use, (b) Your Data, or (c) any unauthorized access to your account to the Service (unless caused solely by Coheso).

14. General Terms

You acknowledge that a breach or threatened breach by you of Section 4 or Section 11 of these Terms of Use, would cause Coheso irreparable harm for which monetary damages would not be an adequate remedy and agree that, in the event of such breach or threatened breach, Coheso will be entitled to equitable relief, including an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

You understand and acknowledge that Coheso uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service including those described in the Privacy Policy.

These Terms of Use and the relationship between you and Coheso shall be governed by the laws (both substantive and procedural) of the State of New York, excluding any conflicts of law provisions. You and Coheso hereby submit to the personal and exclusive jurisdiction of the state and federal courts located within New York County, New York, to resolve any dispute or claim arising from, or related to, these Terms of Use or your use of the Service.

These Terms of Use, the Privacy Policy, any supplemental terms and guidelines posted on or made available through the Service, and, if applicable, the applicable Subscriber License Agreement, constitute the entire agreement between you and Coheso and supersede all previous written or oral agreements. If any provision of these Terms of Use is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms of Use will remain in full force and effect.

No waiver by Coheso of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Coheso to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

You may not assign these Terms of Use or any rights hereunder without the prior written consent of Coheso. Any attempt to sublicense, assign or transfer any of your rights, duties or obligations hereunder shall be void.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Sections 11, 12, 13, and this Section 14, and any other provision which, by its nature, should survive, shall survive the termination of these Terms of Use and the Service.