THIS AGREEMENT GOVERNS YOUR USE OF CNECT, INC. (“CNECT”) SERVICES. BY ACCEPTING THIS AGREEMENT, EITHER BY INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT AND WILL BE REFERRED TO AS “YOU” OR “CUSTOMER” IN THIS AGREEMENT.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” AND “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN THE TERMS WILL AUTOMATICALLY RENEW FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT CNECT’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROVISIONS SET FORTH BELOW.
This Agreement was last updated on August 5th, 2024 (the “Agreement”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1.1 Authorized User Each of the Customer’s employees, agents, board members, or independent contractors authorized to access the Cnect services pursuant to Customer’s rights under this Agreement.
1.2 Cnect Module Refers to specific features and functions of the Cnect services ordered by the Customer through an Order Form.
1.3 Cnect Services The communication and management platform provided by Cnect that allows Authorized Users to access features and services through a web interface.
1.4 Customer Content: Any content or information provided or submitted by the Customer or its Authorized Users for use with the Services.
1.5 Documentation: The technical materials provided by Cnect in hard copy or electronic form that describe the use and operation of the Cnect services.
1.6 Order Form: A signed document referencing this Agreement that specifies the Cnect Modules provided to the Customer and applicable Fees.
1.7 Services: The provision of access to the Cnect platform and its features as outlined in the Order Form.
2.1 Access: Subject to Customer’s payment of the fees specified in the Order Form and compliance with this Agreement, Cnect will provide access to its services. Cnect will provide the necessary passwords, security protocols, and other required information to enable Customer and Authorized Users to access the platform. Customer agrees to use commercially reasonable efforts to prevent unauthorized access to, or use of, the platform and notify Cnect promptly of any such unauthorized use.
2.2 Use Guidelines and Restrictions: Customer agrees to use the Services solely for internal business purposes and shall not: (a) sublicense, sell, rent, or lease the Service; (b) use the Service to send or store infringing, obscene, or unlawful material; (c) interfere with the performance of the Service; or (d) access the platform to build a competitive product.
2.3 Support Services: Cnect will use commercially reasonable efforts to provide support for the Cnect platform, keeping it operational and available according to its standard policies.
2.4 Hosting: Cnect will provide hosting for the platform but is not responsible for any telecommunications or hardware required by Customer to access the Services.
3.1 Payment Method: Accepted methods of payment include credit card and Automated Clearing House (ACH) transfers.
3.2 Payment Terms: The fees, subscription period, and any applicable taxes will be detailed in the Order Form. Payments are due as specified.
3.3 Fee Increase: Cnect reserves the right to increase the fees annually by five percent (5%) upon notice to Customer.
3.4 Taxes: All fees are exclusive of taxes, and Customer will be responsible for paying all applicable taxes.
3.5 Late Payments: Any amounts not paid when due will bear interest at one percent (1%) per month or the maximum legal rate.
Customer is responsible for all activities that occur under its account(s). The Customer agrees to: • Ensure the accuracy, quality, and legality of all Customer Content. • Prevent unauthorized access to, or use of, the Services and notify Cnect immediately of any such unauthorized access. • Comply with all applicable local, state, federal, and foreign laws in using the Services. • Ensure that its use of the Services complies with its own governing documents, including, but not limited to, bylaws, policies, articles of incorporation, and any other relevant documents.
5.1 Confidential Information: “Confidential Information” means any nonpublic information disclosed by a party (the "Disclosing Party") that the other party (the "Receiving Party") knows or should reasonably know is confidential, including the Services, Documentation, and all enhancements.
5.2 Protection of Confidential Information: The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use or disclosure and limit access to only those employees or agents with a need to know. Upon termination of the Agreement, the Receiving Party will return or destroy all Confidential Information.
5.3 Exceptions: The confidentiality obligations do not apply to information that is public, known before disclosure, or independently developed without access to Confidential Information. The Receiving Party may disclose Confidential Information as required by law, but must notify the Disclosing Party beforehand, if legally permissible.
6.1 Types of Damages: IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION, OR COSTS OF LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.2 Maximum Liability: Cnect’s total liability under this Agreement, whether in contract, tort, or otherwise, will not exceed the fees paid by Customer during the twelve (12) months preceding the claim.
7.1 Term: The initial term of this Agreement begins on the Effective Date and will continue for one year. The Agreement will automatically renew for up to five additional one-year terms unless terminated by either party by providing written notice at least 60 days before the expiration of the then-current term.
7.2 Termination for Breach: Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within 30 days after receiving notice of the breach.
7.3 Effect of Termination: Upon termination, all licenses granted hereunder will immediately terminate, and any outstanding amounts owed to Cnect will be due and payable immediately.
This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. This Agreement also supersedes any previously executed NDAs between the Parties. No modification or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of both Customer and Cnect.