Terms of Service
1. Services.
a. Software Service. COMPROSE will use commercially
reasonable efforts to provide the Software Service
described on the Order. The Software Service will be
delivered using COMPROSE’s proprietary software,
processes, user interfaces, know-how, techniques,
designs, ideas, concepts, and other tangible or intangible
technical material or information (“COMPROSE
Technology”).
b. Acceptance. Acceptance of the Software Service occurs
when the Software Service is placed in production for
Client, which is anticipated to be promptly after payment
of the annual subscription fee listed on the Order (the
"Subscription Fee").
c. Professional Services. COMPROSE will perform any
professional services listed on the Order (the
"Professional Services") at the hourly rate listed on the
Order or, if no rate is listed, at COMPROSE's standard
hourly rates. COMPROSE may change its hourly rates
once per year.
d. Users. Use of the Software Service by end users is limited
to the type and number of users listed in the Order.
e. Availability. COMPROSE will use commercially
reasonable efforts to make the Software Services
available 24 hours a day, 7 days a week except for: (i)
planned downtime; (ii) unavailable caused by events
beyond our reasonable control as described in Section 9.
COMPROSE will use reasonable efforts to provide bug
fixes and error corrections.
2. Payment of Fees.
a. Client will pay COMPROSE the applicable fees as set
forth on the Order. Subscription Fees must be paid in
advance. COMPROSE Unless otherwise stated in the
Order, pPayments will be due within 30 days of invoice.
Fees paid are non-refundable unless COMPROSE fails or
is unable to provide the Software Services . Client may
dispute an invoice in good faith by notifying COMPROSE
of the reasons for the dispute, paying all undisputed fees
and working with COMPROSE to promptly resolve the
dispute.
b. COMPROSE may suspend Client’s access to the Service
if Client is more than 30 business days late on an
undisputed payment. Client will pay a late fee on any
amount that is not paid when due that will be calculated
at an interest rate of 1% per month on any such
outstanding balance, or the maximum permitted by law,
whichever is less, from the date due, plus all collection
expenses.
c. Client will be billed, and payments will be made, in U.S.
dollars. All fees are exclusive of all taxes, levies, or duties
imposed by taxing authorities. Client will be responsible for
payment of all such taxes, levies, or duties, excluding only
taxes based solely on COMPROSE’s net income.
3. Term and Termination.
a. This Agreement becomes effective upon signing the
Order and will continue for the Term listed in the Order.
b. Either party may terminate this Agreement upon 90 days'
notice if the other party breaches any material term of
these Terms of Service and fails to cure such breach
within 90 days after notice of such breach. Material breach
by the Client includes any breach of Client’s payment
obligations or unauthorized use by Client of the
COMPROSE Technology or Software Service in breach
ofo Section 4.
c. When this Agreement terminates, any amounts owed to
COMPROSE under this Agreement before such
termination or expiration will be immediately due and
payable, all access rights granted will immediately cease
to exist, and Client must promptly discontinue all use of
the COMPROSE Technology and Software Service.
4. Permitted Uses, Restrictions, and Ownership.
a. Client is solely responsible for (i) providing and
maintaining the hardware and software necessary to
access and use the Software Service; (ii) making available
such personnel and information as may be reasonably
required, and taking such other actions as COMPROSE
may reasonably request to provide the Software Service;
(iii) using frequently updated, industry standard virus and
malware protection software to prevent the introduction of
viruses and other malware into the Software Service; (iv)
identifying and preventing any unauthorized access to, use
of, or disclosure of the Software Service or any content on
the Software Service by advising COMPROSE promptly,
but in no event more than two (2) seven (7) business days
after Client learns that any Authorized User to whom
Client has given access to the Software Service has
violated the applicable terms of this Agreement; and (v)
cooperating with COMPROSE in seeking injunctive or
other equitable relief in the name of COMPROSE against
any party violating these terms.
b. Client will not (and will not permit others to) (i) modify or
interfere with the Software Service or the COMPROSE
Technology; (ii) reverse engineer, decompile, or attempt
to discover the source code of the Software Service, or the
COMPROSE Technology; (iii) use the Software Service to
violate the rights of any person; or (iv) resell or otherwise
use the Software Service for timesharing or service
bureau purposes or for any purpose other than its own
internal purposes.(v) share logins (vi) engage in any
activities that degrades the performance of Zavanta
infrastructure
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c. COMPROSE owns all right, title, and interest, in and to the Information promptly on termination of this Agreement
Software Service, COMPROSE Technology, and any
suggestions, ideas, enhancement requests, feedback, c. COMPROSE uses commercially reasonable efforts to
recommendations or other information provided by Client. protect Client Data and the Software Service from security
Client will not copy, distribute, reproduce, or use any of threats and data breaches. COMPROSE will host the
the foregoing except as expressly permitted under this Software Service in the Microsoft Azure public cloud
Agreement. All rights not expressly granted to Client are environment ("Data Storage Subcontractor"). The Data
reserved by COMPROSE and its licensors. Storage Subcontractor regularly obtains a SOC 2, Type 2
audit report for such environment.
d. Client represents and warrants that Client owns or has
the right to use all data that it uploads to the Software
Service ("Client Data") and that the use of the Client Data
in connection with the Software Service does not violate
any third party rights.

e. Client owns all right, title and interest in and to the Client
Data. Client grants COMPROSE the right to use the Client
Data to perform its obligations in this Agreement, for
back- up or testing purposes, and to use the Client Data in
blinded, de-identified or aggregated form for the purpose
of data analysis, compilation, interpretation, study,
reporting, publishing, improvement of the Software
Service, product and service development, and other such
purposes.

5. Confidentiality and Data Security.

a. Each party (the “Receiving Party”) understands that the

other party (the “Disclosing Party”) has disclosed or may
disclose information relating to the Disclosing Party’s
technology or business ("Confidential Information” of the
Disclosing Party). Confidential Information includes the
COMPROSE Technology and the Client Data.

b. The Receiving Party agrees: (i) not to divulge to any third

person, other than regulators, any such Confidential
Information, (ii) to give access to such Confidential
Information solely to those employees with a need to have
access thereto for purposes of this Agreement, and (iii) to
take the same security precautions to protect against
disclosure or unauthorized use of such Confidential
Information that the party takes with its own proprietary
information, but in no event will a party apply less than
reasonable precautions to protect such Confidential
Information. The Receiving Party will promptly notify the
Disclosing Party of any unauthorized use or disclosure of
Confidential and will The cooperate with Disclosing Party
in every reasonable way to help the Disclosing Party
regain possession of the Confidential Information and
prevent its further unauthorized use or disclosure;
Disclosing Party agrees that the foregoing will not apply
with respect to any information that the Receiving Party
can document (a) is or becomes generally available to
the public without any action by, or involvement of, the
Receiving Party, or (b) was in its possession or known by
it prior to receipt from the Disclosing Party, or (c) was
rightfully disclosed to it without restriction by a third party,
or (d) was independently developed without use of any
Proprietary Information of the Disclosing Party. Nothing in
this Agreement will prevent the Receiving Party from
disclosing the Proprietary Information pursuant to any
judicial or governmental order, provided that the
Receiving Party gives the Disclosing Party reasonable
prior notice of such disclosure to contest such order.
Except to the extent, required for regulatory, compliance
and Theretention purposes, the Receiving Party will
return or destroy the Disclosing Party's Confidential
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6. Indemnification. 9. Excused Failures.
unenforceable, then
Neither Party will be
such provision(s) will
a. COMPROSE will indemnify and hold Client and its liable to the other
be construed, as nearly
officers, directors, employees, attorneys, and agents Party for any default
as possible, to reflect
harmless from and against any and all costs, damages, (other than failure to
the intentions of the
losses, liabilities and expenses (including reasonable pay money)
invalid or
attorneys’ fees and costs) each to the extent paid to an hereunder, for so
unenforceable
unaffiliated third party to the extent arising out of or in long as such default
provision(s), with all
connection with such third - party’s claim alleging that the is caused by an event
other provisions
COMPROSE Technology directly infringes a U.S. beyond such Party's
remaining in full force
copyright. COMPROSE will have no obligation with control, including,
and effect. The failure
respect to any infringement claim based upon any without limitation,
of either party to
modification of the COMPROSE Technology by Client, acts or failures to act
enforce any right or
not approved by Comprose or any use of the of the other Party;
provision in these
COMPROSE Technology (i) not in accordance with the strikes, labor or civil
Terms of Service will
applicable documentation; or (ii) in combination with disputes; component
not constitute a waiver
other products, equipment, software, or data not shortages, loss of
of such right or
supplied by COMPROSE. This Section 6a provides key employees;
provision unless
Client's sole remedy for infringement by COMPROSE or telecommunications
acknowledged and
the Software Service. failures; fires, war,
agreed to by such party
governmental
in writing . Any
b. Each party will indemnify and hold harmless the other requirements; and
modification or
party and its officers, directors, members employees, acts of God. In the
amendment of these
attorneys, and agents from any against any and all costs, event of threatened
Terms of Service will
damages, losses, liabilities and expenses (including or actual
be in writing signed by
reasonable attorneys’ fees and costs) each to the extent nonperformance as a
the parties. This
paid to an unaffiliated third party to the extent arising result of any of the
Agreement, together
directly out of or in connection with the party’s breach of above causes, the
with any applicable
this Agreement, gross negligence, willful misconduct or non-performing Party
Order or exhibits,
failure to comply with applicable laws. will exercise
comprises the entire
commercially
agreement between
c. As a condition to a party’s indemnification obligations reasonable best
Client and
hereunder, the other party will give the indemnifying efforts to avoid and
COMPROSE regarding
party sole control of the defense and settlement of the cure such
the subject matter
claim, prompt notice of a claim, and, at the indemnifying nonperformance.
contained herein and
party’s expense and request, all available information supersedes all prior or
and reasonable assistance in relation to such defense 10. Miscellaneous.
contemporaneous
and settlement efforts. Neither party may compromise Either party may
negotiations,
or settle a third-party claim that adversely affects the assign or transfer
discussions or
other party without the other party’s prior written consent, this Agreement in
agreements, whether
which consent will not be unreasonably withheld. connection with a
written or oral, between
sale of substantially
the parties regarding
7. Warranties and Warranty Disclaimer. COMPROSE all of the business to
such subject matter.
represents and warrants that the Software Service will be which this
The following Sections
provided in a professional and workmanlike manner. If agreement relates
will survive any
COMPROSE breaches this warranty, Client may, as its without the other
expiration or
sole remedy, request that COMPROSE promptly correct party’s prior written
termination of these
any such failure of Software Service at no additional consent. Except as
Terms of Service:
charge. EXCEPT FOR THE ABOVE WARRANTY, expressly provided
Section 2 “Payment of
COMPROSE PROVIDES ALL SERVICES TO CLIENT for in this section,
Fees”, Section 4
WITHOUT WARRANTIES, EXPRESS OR IMPLIED. neither party may
subparts (b)-(e)
assign this
“Permitted Uses,
8. Limitation of Liability. COMPROSE’s With the exception Agreement. This
Restrictions, and
of breach of Confidentiality, Indemnification and Agreement will be
Ownership”, Section 5
Infringement, neither party’s aggregate liability arising governed by Missouri
“Confidentiality,
from or relating to this agreement will not exceed the law and the Parties
Section 6
amounts actually paid by Client in the twelve (12) month consent to exclusive
“Indemnification”,
period immediately preceding the event giving rise to jurisdiction and
Section 7 “Warranties
such liability. Neither party will be liable to anyone for venue in the federal
and Warranty
any lost profits, loss of data, indirect, punitive, special, and state courts
Disclaimer”, Section 8
exemplary, incidental, or consequential damages located in St. Louis
“Limitation of Liability”
relating to the Software Service or this Agreement. County, Missouri. If
and Section 10
COMPROSE will have no responsibility or liability for any any provision of this
“Miscellaneous."
defect in or failure caused by Client or its other Agreement is held by
contractors, or of the telecommunications network a court of competent
connecting Client, authorized users or their systems or jurisdiction to be
equipment to the Software Service. invalid or
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