Terms of Service.

Software as a Service Agreement

This is a legal agreement (“Agreement”) between [CoLabs] (“CoLabs”) and You (“Customer”). THIS AGREEMENT CONTAINS A CAP ON LIABILITY, WAIVER OF JURY TRIAL AND OTHER LEGAL AGREEMENTS. PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND THEM.

1. Services.
   • Access and Use. CoLabs hereby grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term in the Territory, solely for Customer’s internal business purposes by Authorized Users in accordance with the terms and conditions herein. The total number of permitted Authorized Users and fees for the Services (“Fees”) will be in the applicable Statement of Work.
   • Service and System Control. CoLabs has and will retain sole control over the operation, provision, maintenance, and management of the Service and CoLabs Materials; and Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the CoLabs Materials by any Person by or through the Customer Systems or through or by Customer or any Authorized User.
   • Changes. CoLabs reserves the right, in its sole discretion, to make any changes to the Services and CoLabs Materials that it deems necessary or useful.
   • Suspension or Termination of Services. CoLabs may suspend or terminate Customer’s, any Authorized User’s, or any other Person’s access to the Services or CoLabs Materials without any liability, if: (a) CoLabs receives any governmental request or order directing CoLabs to do so; or (b) CoLabs believes, in its sole discretion, that: (i) there has been fraud, deception, any non-compliance with applicable law, this Agreement or the Documentation; (ii) this Agreement expires or is terminated; (iii) CoLabs’ provision of the Services to Customer or any Authorized User is prohibited by applicable law; (iv) CoLabs’ access to required third-party services has been suspended or terminated; or (v) any failure by Customer to pay amounts due to CoLabs. This Section shall not limit any of CoLabs’ other rights or remedies, whether at law, in equity, or under this Agreement. CoLabs will have no liability for any damage, liabilities, or losses that Customer or any Authorized User may incur as a result of a Services
2. Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Services or CoLabs Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. Without limiting the foregoing, Customer shall not, except as expressly permitted:
   • copy, modify, or create derivative works of the Services or CoLabs Materials;
   • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or CoLabs Materials to any Person, including any time-sharing, service bureau, software as a service, cloud, or other technology;
   • reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or CoLabs Materials;
   • bypass or breach any security device or protection used by the Services or CoLabs Materials or access the Services or CoLabs Materials other than by an Authorized User through his or her own then valid Access Credentials;
   • input, upload, transmit, or otherwise provide to or through the Services or CoLabs Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
   • damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, CoLabs Systems, or CoLabs’ provision of services to any third party, in whole or in part;
   • remove, delete, alter, or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or CoLabs Materials;
   • access or use the Services or CoLabs Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party or that violates any applicable Law;
   • access or use the Services or CoLabs Materials for purposes of competitive analysis of the Services or CoLabs Materials, the development, provision, or use of a competing software service or product or any other purpose that is to the CoLabs’ detriment or commercial disadvantage;
   • access or use the Services or CoLabs Materials in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage;
   • access, use or make available, or assist any third party in such, the Services or CoLabs Materials, outside of the Territory; or
   • otherwise access or use the Services or CoLabs Materials beyond the scope of the authorization granted under this Section 2.
3. Customer Obligations. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with the Documentation all Customer Systems on or through which the Services are accessed or used; (b) provide all cooperation and assistance as CoLabs may reasonably request to enable CoLabs to exercise its rights and perform its obligations under and in connection with this Agreement; (c) cause Authorized Users to comply with the provisions of this Agreement; and (d) comply and cause Authorized Users to comply with this Agreement, each Statement of Work, all applicable laws, regulations, and rules, and complete all required undertakings, with respect to the Services and the use, collection, storage and protection of all information. CoLabs will maintain safeguards for protection of Customer Data in accordance with the terms of its Privacy Policy. CoLabs may amend the Privacy Policy from time to time in its sole discretion. Customer acknowledges that it has read and understands the Privacy Policy.
4. Service Levels. Any Service Levels, Availability Requirement, and Support shall be in the applicable Statement of Work or other written agreement between the parties.
5. Data Backup. The Services do not replace the need for Customer to maintain regular data backups or redundant data archives. COLABS HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.
6. Security.
   • Prohibited Data. Customer acknowledges that the Services are not designed with security and access management for Processing the following categories of information: (a) data that is classified and or used on the S. Munitions list, including software and technical data; (b) articles, services, and related technical data designated as defense articles or defense services; and (c) ITAR (International Traffic in Arms Regulations) related data, (each of the foregoing, “Prohibited Data”). Customer shall not, and shall not permit any Authorized User or other Person to, provide any Prohibited Data to, or Process any Prohibited Data through, the Services, the CoLabs Systems, or any CoLabs personnel. Customer is solely responsible for reviewing all Customer Data and shall ensure that no Customer Data constitutes or contains any Prohibited Data.
   • Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer’s information technology infrastructure, computers, software, databases, electronic systems, and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems”); (d) the security and use of Customer’s and its Authorized Users’ Access Credentials; and (e) all access to and use of the Services and CoLabs Materials by or through the Customer Systems or its or its Authorized Users’ Access Credentials.
7. Confidentiality. Both parties agree that all items of Confidential Information are proprietary to the disclosing party, and will remain the sole property of the disclosing party. Each party agrees as follows: (a) to use Confidential Information disclosed by the other party only for the purposes described in this Agreement; (b) that such party will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (c) to restrict access to the Confidential Information disclosed by the other party to such of its personnel, agents, and/or consultants, who have a need to have access and who have agreed in writing to treat such information in accordance with the terms of this Agreement; and (d) to the extent practicable, return or destroy, all Confidential Information disclosed by the other party. The parties agree that breach of this Section 7 would cause disclosing party irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, the disclosing party will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
8. Intellectual Property Rights.
   • Reservation of Rights. Except as expressly granted herein, nothing in this Agreement grants any right, title, or interest in or to any Intellectual Property Rights in or relating to, the Services, CoLabs Materials, or Third-Party Materials. All right, title, and interest in and to the Services, the CoLabs Materials, and the Third-Party Materials are and will remain with CoLabs and the respective rights holders in the Third-Party Materials.
   • CoLabs Materials; Resultant Data. Customer hereby unconditionally and irrevocably grants to CoLabs an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto. Third-Party Materials are subject to their own terms and conditions and the applicable flow through provisions. If Customer does not agree to abide by the applicable terms for any such Third-Party Materials, then Customer should not install or use such Third-Party Materials. If Customer or any of its employees or contractors provides any suggestions or feedback to the CoLabs Materials (“Feedback”), CoLabs is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Customer hereby assigns to CoLabs, and on behalf of Customer and its employees, contractors and/or agents, all right, title, and interest in, and CoLabs is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, although CoLabs is not required to use any Feedback.
   • Consent to Use Customer Data and Resultant Data. Customer hereby grants to CoLabs a non-exclusive, royalty-free, sublicenseable worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for CoLabs to provide the Services hereunder, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Resultant Data. CoLabs may monitor Customer’s use of the Services and collect and compile Resultant Data. As between CoLabs and Customer, all right, title, and interest in Resultant Data, and all intellectual property rights therein, belong to and are retained solely by CoLabs. Customer agrees that CoLabs may (i) make Resultant Data publicly available in compliance with applicable law, and (ii) use Resultant Data to the extent and in the manner permitted under applicable law; provided that such Resultant Data do not identify Customer or Customer’s Confidential Information.
9. Representations and Warranties.
   • Mutual Representations and Warranties. Each party represents and warrants to the other party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; and (c) this Agreement is a legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
   • Additional Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to CoLabs that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by CoLabs and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights or other rights of any third party or violate any applicable law.
   • DISCLAIMER OF WARRANTIES. ALL SERVICES AND COLABS MATERIALS ARE PROVIDED “AS IS.” COLABS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COLABS MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR COLABS MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
10. Indemnification.
    • Customer Indemnification. Customer shall indemnify, defend, and hold harmless CoLabs and its affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a “CoLabs Indemnitee”) from and against any Losses incurred by such CoLabs Indemnitee resulting from any Action by a third party that arise out of or result from, or are alleged to arise out of or result from: (a) Customer Data, including any Processing of Customer Data by or on behalf of CoLabs in accordance with this Agreement; (b) any materials or information provided by or on behalf of Customer or any Authorized User, including CoLabs’ compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User; (c) Customer’s breach of any of its representations, warranties, covenants, or obligations under this Agreement; or (d) negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User.
    • Indemnification Procedure. The parties’ indemnification obligations are conditioned on the indemnified party (a) promptly giving written notice of the claim to the indemnifying party; (b) giving the indemnifying party sole control of the defense and settlement of the claim, except that the indemnifying party may not settle any claims unless it unconditionally releases the indemnified party of all liability ; and (c) providing necessary information and reasonable assistance in connection with the claim, at indemnifying party’s request and expense.
11. Limitations of Liability.
    • EXCLUSION OF DAMAGES. IN NO EVENT WILL COLABS BE LIABLE FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER COLABS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    • CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF COLABS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO COLABS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12. Term and Termination.
    • Term. The initial term of this Agreement commences as of your acceptance of this Agreement and, unless terminated earlier as permitted herein, will continue in effect until one (1) year from such date (the “Initial Term”) and will automatically renew for additional successive one (1) month terms unless earlier terminated or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a “Renewal Term” and, collectively, together with the Initial Term, the “Term”). Notwithstanding the foregoing, if upon such expiration there are any Statements of Work outstanding, then the expiration date and the Term of this Agreement will be extended for the period of time necessary to complete the Services provided under such Statement of Work.
    • Termination. In addition to any other express termination right set forth elsewhere in this Agreement: (a) CoLabs may terminate this Agreement or any Statement of Work, effective on written notice to Customer if Customer fails to pay any amount when due, and such failure continues more than ten (10) days after CoLabs’ delivery of written notice thereof; or (b) either party may terminate this Agreement or any applicable Statement of Work, effective on written notice to the other party, if the other party materially breaches this Agreement or a Statement of Work, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured ten (10) days after the non-breaching party provides the breaching party with written notice of such breach.
    • Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:
      • CoLabs shall upon written request within thirty (30) days of termination or expiration, return to Customer, or at Customer’s request destroy, all documents containing Customer Data or Customer’s Confidential Information; and permanently erase all Customer Data and Customer’s Confidential Information from all systems CoLabs controls;
      • all rights and licenses granted by CoLabs will immediately terminate and Customer shall immediately and Customer and Authorized Users shall cease all use of any Services or CoLabs Materials and promptly return to CoLabs, or at CoLabs’ written request destroy, all documents containing or based on any CoLabs Materials or CoLabs’ Confidential Information, and permanently erase all CoLabs Materials and CoLabs’ Confidential Information from all systems Customer directly or indirectly controls; and certify to CoLabs in a signed written instrument that it has complied with the requirements of this Section 3(b);
      • notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: CoLabs may retain such information and materials (including Customer Data) (i) so long as there are any amounts due from Customer hereunder and solely to the extent and for so long as allowed under applicable law, (ii) as required by applicable law, and (iii) in its backups, archives, and disaster recovery systems until such information or materials are deleted in the ordinary course; provided that, all information and materials described in this Section 3(c) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement;
      • if Customer terminates this Agreement pursuant to Section 12.2(b), Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and CoLabs will refund to Customer any Fees paid in advance for Services that CoLabs has not performed as of the effective date of termination; and
      • if CoLabs terminates this Agreement pursuant to Section 212.2, all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with any other amounts due to CoLabs.
    • Surviving Terms. The following sections will survive any expiration or termination of this Agreement: Sections 2, 7, 8, 9.3 10, 11, and 13.
13. Miscellaneous.
    • Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
    • Export Regulation; U.S. Government Rights. The Service and any of its derivatives may be subject to export laws and regulations of the United States and other jurisdictions. The parties each represent that it is not named on any U.S. government denied-party list. You will not permit any authorized user to use the Services or CoLabs Materials in a S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.
    • Entire Agreement; Amendment; Waiver. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing and signed by each party. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
    • Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, change of control, or otherwise, without CoLabs’ prior written consent. No assignment, delegation, or transfer will relieve Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.
    • Force Majeure. In no event shall CoLabs be liable to Customer for any failure or delay in performing its obligations herein, if and to the extent such failure or delay is caused by any circumstances beyond CoLabs’ reasonable control.
    • No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
    • Severability. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.
    • Governing Law; Submission to Jurisdiction. This Agreement will be governed solely by the laws of the State of Florida. The Parties consent to the personal and exclusive jurisdiction of the federal and state courts of Tampa, Florida.
    • Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
    • Equitable Relief. In the event of a breach or threatened breach of the license granted to Customer or Customer’s confidentiality obligations or prohibited uses, CoLabs will be entitled to equitable relief, 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
    • Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of or related to this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.
14. Definitions.

“Access Credentials” means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services.

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

“Authorized User” means only those of Customer’s employees, consultants, contractors, and agents in the applicable Statement of Work (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (b) for whom access to the Services has been purchased hereunder.

“CoLabs Disabling Device” means any software, hardware, or other technology, device, or means used by CoLabs or its designee to disable Customer’s or any Authorized User’s access to or use of the Services automatically with the passage of time or under the positive control of CoLabs or its designee.

“CoLabs Materials” means the Services, Documentation, and CoLabs Systems and other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by CoLabs in connection with the Services or otherwise comprise or relate to the Services or CoLabs Systems. CoLabs Materials includes Resultant Data and any information derived from CoLabs’ monitoring of Customer’s access to or use of the Services, but does not include Customer Data.

“CoLabs Systems” means the information technology infrastructure used by or on behalf of CoLabs in performing the Services, including all computers, software, hardware, databases, electronic systems, and networks, whether operated directly by CoLabs or through the use of third-party services.

“Confidential Information” means information disclosed by one of the Parties to the other (a) in a tangible form and marked “Confidential” or with words of similar import, (b) Customer Data; (c) any technology incorporated into or used by the Services or CoLabs Materials; or (d) under circumstances by which recipient should reasonably understand such information is to be treated as confidential, whether or not marked “Confidential” or otherwise. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in recipient’s possession at the time of disclosure; (ii) is independently developed by recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of recipient’s improper action or inaction; or (iv) is approved for release in writing by the disclosing party.

“Customer Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from Customer or an Authorized User by or through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.

“Documentation” means any manuals, instructions, or other documents or materials that the CoLabs provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or CoLabs Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

“Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code. Harmful Code does not include any CoLabs Disabling Device.

“Intellectual Property Rights” means any registered and unregistered rights, now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, or other intellectual property rights laws, and all similar forms of rights or protection, in any part of the world.

“Losses” means losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance.

“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

“Personal Information” means information that Customer provides or for which Customer provides access to CoLabs, or information which CoLabs creates or obtains on behalf of Customer, in accordance with this Agreement that: (i) directly or indirectly identifies an individual; or (ii) can be used to authenticate an individual. Customer’s business contact information is not by itself Personal Information.

“Privacy and Security Policy” means CoLabs’ Privacy and Security Policies available at: www.intelagree.com/privacy and www.intelagree.com/security

“Process” means to take any action or perform any operation or set of operations that the SaaS Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy.

“Resultant Data” means (i) data and information related to Customer’s use of the Services that is used by CoLabs in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services, and (ii) Customer Data that is aggregated and anonymized.

“Services” means the software-as-a-service offering and other services described in a Statement of Work, or as otherwise agreed by the parties.

“Statement of Work” means any statement of work agreed to in writing by Customer and CoLabs.

“Territory” means the United States of America.

“Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to CoLabs.

1. Last Revision Date.
   • This policy was last revised on December 17, 2018.