Terms of Service

A. General and Agreement Definitions

“You” and “Your” refers to the individual or entity that has ordered Software as a Service from Cognetive Systems, Inc. (“CSI”) or an authorized distributor by executing the order, registration, sign-up or similar form (“Order Form”) which incorporates these Terms of Service and collectively constitutes the CSI Software as a Service Agreement (collectively, the “Agreement). Software as a Service consists of system administration, system management, and system monitoring activities that CSI performs for CSI Programs, and includes the right to use the CSI Programs, support Services for such CSI Programs, as well as any other supporting documentation, Services and materials provided by CSI (collectively, the “Services”). The term “Program Documentation” refers to the Program User instructions and instructional materials such as video or other media, as well as any other materials provided by CSI as part of the Services. The term “CSI Programs” refers to the software products owned or distributed by CSI to which CSI grants You access as part of the Services, including any websites owned by CSI, CSI Program Documentation, and any Program Updates provided as part of the Services. The term “Users” shall mean those individuals authorized by You or on Your behalf to use the Services, as defined in the Agreement. The term “Your Data” refers to the Data provided by You that resides in Your Services account.

B. Terms of Service

BY ACCESSING OR USING THE CSI PROGRAMS WHETHER ON A FREE TRIAL OR PAID SUBSCRIPTION BASIS; AND/OR SIGNIFYING YOUR ACCEPTANCE TO THESE TERMS OF SERVICE, YOU INDICATE THAT YOU HAVE READ AND AGREE TO THE TERMS OF THIS ELECTRONIC AGREEMENT ON YOUR OWN BEHALF AND ON BEHALF OF THE PERSON LISTED IN THE ORDER FORM. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THE ENTITY THAT YOU WORK FOR AND YOURSELF TO THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE AND DO NOT HAVE THE AUTHORITY AS PROVIDED HEREIN, DO NOT ACCESS, OR USE THE SERVICE (AS DEFINED IN THESE TERMS OF SERVICE).

C. Rights Granted

Upon CSI’s acceptance of Your order for the duration of the Services Term, You have the nonexclusive, non-assignable, royalty free, limited right to use the Services solely for Your internal business operations and subject to the terms of the Agreement. You may allow Your Users to use the Services for this purpose and You are responsible for Your Users’ compliance with the Agreement. You acknowledge that CSI has no delivery obligation and will not ship copies of the CSI Programs to You as part of the Services. You agree that You do not acquire under the Agreement any license to use the CSI Programs specified in the Ordering Document in excess of the scope and/or duration of the Services Term. Upon the end of the Agreement or the Services thereunder, Your right to access or use the CSI Programs and the Services shall terminate.

D. Ownership and Restrictions

You retain all ownership and intellectual property rights in and to Your Data. CSI or its licensors retain all ownership and intellectual property rights to the Services and CSI Programs. CSI retains all ownership and intellectual property rights to anything developed and delivered under the Agreement.

You may not:

Remove or modify any Program markings or any notice of CSI’s or its licensors’ proprietary rights;
Make the Services or Programs available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program license or materials from the Services You have acquired, for example, permitted limited access to Your account, or read-only access to Your account which may be provided by You to Your customers as per this Agreement);
Modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by CSI Programs), or access or use the Services to build or support, and/or assist a third party in building or supporting, products or Services competitive to CSI;
Disclose results of any Services or Program benchmark tests without CSI’s prior written consent; and
License, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Services, CSI Programs or materials available, to any third party other than, as expressly permitted under the terms of the Agreement.

The rights granted to You under the Agreement are also conditioned upon the following:

The rights of any User licensed to use the Services (e.g., on a “named User” basis) cannot be shared or used by more than one individual (unless such license is reassigned in its entirety to another authorized User, in which case the prior authorized User shall no longer have any right to access or use the license);
You agree to make every reasonable effort to prevent unauthorized third parties from accessing the programs and Services.
You agree that You will not willfully provide access, or facilitate access to the programs and Services by unauthorized third parties.

E. Warranties, Disclaimers and Exclusive Remedies

CSI DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED OR THAT CSI WILL CORRECT ALL SERVICES ERRORS. YOU ACKNOWLEDGE THAT CSI DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. CSI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS. YOU ACKNOWLEDGE THAT CSI MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT THERETO. CSI AND ITS SUPPLIERS EXPRESSLY DISCLAIM WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. CSI AND ITS SUPPLIERS DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, PERFORMANCE, ACCURACY, OR THE RESULTS OF THE USE, OF THE SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY CSI OR ITS SUPPLIERS SHALL CREATE A WARRANTY, AND YOU ARE NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR HARDWARE SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

F. Indemnification

If a third party makes a claim against either You or CSI (“Recipient” which may refer to You or CSI depending upon which party received the Material), that any information, design, specification, instruction, software, service, data or material (“Material”) furnished by either You or CSI (“Provider” which may refer to You or CSI depending on which party provided the Material), and used by the Recipient infringes its intellectual property rights, the Provider will indemnify, defend, and hold harmless Recipient from and against all damages, liabilities, expenses, and fees arising out of or in connection with a claim that the Material, when used by Recipient, directly infringes any intellectual property rights of a third party, if the Recipient does the following:

Notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law);
Gives the Provider sole control of the defense and any settlement negotiations; and
Gives the Provider the information, authority, and assistance the Provider needs to defend against, or settle the claim.

If the Provider believes or it is determined that any of the Material may have violated a third party’s intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of the applicable Material and refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return materially affects CSI’s ability to meet its obligations under the relevant order, then CSI may, at its option and upon 30 days prior written notice, terminate the order. The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the Provider’s User documentation or Services policies, or if the Recipient uses a version of the Materials which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon (i) any information, design, specification, instruction, software, data, or Material not furnished by the Provider, or (ii) any Material from a third-party portal or other external source that is accessible to You within or from the service (e.g., a third-party Web page accessed via a hyperlink). CSI will not indemnify You to the extent that an infringement claim is based upon the combination of any Material with any products or Services not provided by CSI. CSI will not indemnify You for infringement caused by Your actions against any third party if the Services as delivered to You and used under the terms of the Agreement would not otherwise infringe any third-party intellectual property rights. CSI will not indemnify You for any infringement claim that is based on: (1) a patent that You were made aware of prior to the effective date of the Agreement (pursuant to a claim, demand, or notice); or (2) Your actions prior to the effective date of the Agreement. This section provides the parties’ exclusive remedy for any infringement claims or damages.

G. Term, Renewal and End of Agreement

Software as a Service is provided under this Agreement on a free trial basis, or a “month to month” basis. Under a free trial basis, this Agreement will terminate at the end of the free trial period unless You subscribe to a paid Services plan in which case this Agreement will survive. If You subscribe to the Service on a free trial basis, and Your free trial ends without You having subscribed to a paid Services plan, You agree and acknowledge that any data entered into Your Services account may be irretrievably deleted. If You subscribe to the Service on a paid month to month basis, then each calendar month constitutes a full Term of Service. The initial Term of Service under this Agreement will begin on the date that You request and charges will be pro-rated based on a 30 day month. Subsequent Terms of Service will be invoiced and charged on the 1^st day of each subsequent calendar month. This Agreement may be terminated at any time. No refund will be provided for termination mid-Term. Upon termination, Your Data in Your company account will be saved for 30 days. You are aware that You have access to all of Your Data in Your Services account, and that any Admin User in Your Services account may download any or all of Your Data at any time. 30 days after termination of this Agreement, You are aware that Your data may be irretrievably deleted. Services provided under this Software as a Service Agreement shall be provided for the Services Term unless earlier terminated under sections F, G and Q of this Agreement which together define the exclusive manners for Agreement termination. The Term of the Services and any renewal Terms are collectively defined as the “Services Term”. At the end of the Services Term, all rights to access or use the CSI Programs and Services shall end. If either of us breaches a material term of the Agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate this Agreement under which the breach occurred. If CSI terminates the Agreement as specified in the preceding sentence, You must pay within 30 days all amounts which have accrued prior to such end, as well as all sums remaining unpaid for the Services ordered under the Agreement plus related taxes and expenses. If CSI ends the Services under the Indemnification section, You must pay within 30 days all amounts remaining unpaid for Services plus related taxes and expenses. The non-breaching party may agree in its sole discretion to extend the 30-day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if You are in default under the Agreement, You may not use the Services ordered. In addition, CSI may immediately suspend Your password, account, and access to or use of the Services (i) if You fail to pay CSI as required under the Agreement and do not cure within the first ten days of the 30-day cure period, or (ii) if You violate any provision within sections C, D, H, J, or M of this Software as a Service Agreement. CSI may terminate the Services hereunder if any of the foregoing is not cured within 30 days after CSI’s initial notice thereof. Any suspension by CSI of the Services under this section shall not excuse You from Your obligation to make payment(s) under the Agreement. At Your request, and for a period of up to 30 days after the termination of the Agreement, CSI will permit You to access the Services solely to the extent necessary for You to retrieve Your Data from within the Services environment. You agree and acknowledge that CSI has no obligation to retain Your Data and that Your Data may be irretrievably deleted after 30 days following the termination of the Agreement. Provisions that survive termination or expiration of the Agreement are those relating to limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.

H. User Accounts and the End User License Agreement

A User is You and/or anyone else authorized by You to access the Services within Your company Services Account and under this Agreement. Each User will access the Services by use of their Service User Account (“User Account”). A User Account must be assigned to an email address which will become the Username for the User Account. Only the User who owns or uses the email address/username is permitted to access the Services via the User Account assigned to that email address/username for the life of the User Account. Multiple Users of the same User Account whether simultaneously or successively over the life of a User Account is expressly prohibited. Usage of a Services User Account is limited to a maximum of one mobile and one desktop device at any moment in time.

I. Payment, Fees and Taxes

The price to be paid by You is as stated in the Order Form. You understand that pricing is based on the number of Users accessing the Services. Users may be added to Your Services account at any time. Users with 20 or more days of access to the Services during any calendar month will be charged for the full calendar month. Users may be removed from the Services account at any time during a calendar month. Removed users will be charged for the entire month in which they are removed regardless of the removal date. You agree to pay for all Services ordered as set forth in the Agreement at the beginning of each Services Term. Payment may be made by ACH transfer or credit card. There is a 3% convenience fee applicable to credit card payments. Payment by check is not accepted. All fees due under the Agreement are non-cancelable and the sums paid are nonrefundable. You agree to pay any sales, value-added or other similar taxes imposed by applicable law that CSI must pay based on the Services You ordered, except for taxes based on CSI’s income. Fees for Services listed in an Order Form are exclusive of taxes and expenses. All amounts invoiced hereunder are due and payable upon the invoice date. You agree that You have not relied on the future availability of any Services, Programs or Updates in entering into the payment obligations in the Order Form; however, the preceding does not relieve CSI of its obligation to deliver Services that You have ordered per the terms of the Agreement. If You fail to make any payments when due under the Agreement, late fees will be charged at a rate of $10.00 per company account per month or the maximum allowed by law, whichever is lower. CSI shall recover any out-of-pocket expenses incurred in collecting payments due, including, without limitation, any bank charges for returned checks, collection agency fees, and any legal expenses, including court costs and attorney’s fees. In the event of any late payment that is not cured within 10 days from the date of notice thereof, CSI may disable the Services until all amounts due and late fees are paid in full, without in any way affecting its rights under this Agreement. CSI may enforce the foregoing rights without waiving any and all other rights or remedies it may have for any breach of this Agreement.

J. Nondisclosure

Under the Agreement, the parties may have access to information that is confidential to one another (“confidential information”). We each agree to disclose only information that is required for the performance of obligations under the Agreement. Confidential information shall be limited to the terms and pricing under the Agreement, Your Data residing in the Services environment, and all information clearly identified as confidential at the time of disclosure. A party’s confidential information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party. We each agree to hold each other’s confidential information in confidence for three years from the date of disclosure. Also, we each agree to disclose confidential information only to those employees or agents who are required to protect it against unauthorized disclosure in a manner no less protective than under the Agreement. Nothing shall prevent either party from disclosing the terms or pricing under the Agreement in any legal proceeding arising from or in connection with the Agreement or from disclosing the confidential information to a governmental entity as required by law.

K. Feedback

The Parties acknowledge that You may from time to time provide CSI with recommendations, enhancement requests, suggestions, or other feedback on the features or functionality of CSI’s Product offerings which is designated by the disclosing party as “Feedback” (collectively, “Feedback”). The Parties agree and acknowledge that any Feedback is provided voluntarily by You. In the event that You provide CSI with Feedback, You hereby grant to CSI a perpetual, royalty-free, worldwide right to use such Feedback for the limited purpose of improving and creating derivative works of CSI’s Products. Feedback is provided as-is and without warranty of any kind. Notwithstanding the foregoing, in the event of a conflict between a grant of rights under this clause and the obligations of confidentiality set forth in the Agreement, the confidentiality obligations shall control the use of Feedback.

L. Entire Agreement

You agree that the Agreement (including the Order Form, information incorporated into the Agreement by written reference, including reference to information contained in a URL or referenced policy), is the complete Agreement for the Services ordered by You, and that the Agreement supersedes all prior or contemporaneous Agreements or representations, written or oral, regarding such Services. If any term of the Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of the Agreement. It is expressly agreed that the terms of the Agreement shall supersede the terms in any purchase order or other non-CSI document and no terms included in any such purchase order or other non-CSI document shall apply to the Services ordered. The Agreement may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted by authorized representatives of You and of CSI.

M. Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THE AGREEMENT), DATA, OR DATA USE. CSI’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS SOFTWARE ASA SERVICE AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS PAID TO CSI FOR THE SERVICES UNDER THE ORDER THAT IS THE SUBJECT OF THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. ANY DAMAGE IN YOUR FAVOR AGAINST CSI SHALL BE REDUCED BY ANY REFUND OR CREDIT RECEIVED BY YOU UNDER THE AGREEMENT AND ANY SUCH REFUND AND CREDIT SHALL APPLY TOWARDS THE LIMITATION OF LIABILITY.

N. Export

Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Services. You agree that such export control laws govern Your use of the Services (including technical data) and any Services deliverables provided under this Agreement, and You agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, software programs and/or materials resulting from Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws.

O. Dispute Resolution and Governing Law

The Agreement is governed by the substantive and procedural laws of California, and You and CSI agree to submit to the exclusive jurisdiction of, and venue in, the state and federal courts in Orange County California in any dispute arising out of or relating to the Agreement. Before either You or CSI may initiate any legal action or proceeding or make a demand for arbitration, such party must notify the other party in writing of the dispute or controversy and make one or more of its executives available to meet with executives of the other party to attempt in good faith to resolve the dispute or controversy. If the dispute or controversy has not been resolved thirty (30) days after such notice is given, either party may initiate a legal action or proceeding or make a demand for arbitration under this Section. Any dispute or controversy arising from or relating to the Agreement must be arbitrated in Orange County, California before a single arbitrator experienced in the software industry who is jointly selected and mutually approved by the parties or, if the parties are unable to agree on the selection of the arbitrator within fifteen (15) days of the demand for arbitration being served, who is appointed by Judicial Arbitration and Mediation Services (JAMS) under its rules. The arbitration will be administered by JAMS according to its Comprehensive Arbitration Rules and Procedures and under the expedited procedures in those rules, or, if applicable, under the JAMS International Arbitration Rules. The arbitrator will require the non-prevailing party to pay for the costs of arbitration, including reasonable attorney’s fees incurred by the prevailing party in connection with the arbitration. The results of the arbitration procedure will be considered confidential information of both parties. Any arbitration decision rendered will be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. Notwithstanding the above, neither party will be required to arbitrate any dispute or controversy based on unauthorized use or disclosure of confidential information or infringement or misappropriation of intellectual property rights. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement. You and CSI agree that any proceeding to resolve or litigate any dispute relating to the Agreement, whether in arbitration or in court, will be conducted solely on an individual basis, and neither party will seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which either party acts or proposes to act in a representative capacity. You and CSI further agree that no arbitration or proceeding will be joined, consolidated, or combined with another arbitration or proceeding without the prior written consent of all parties to such other arbitration or proceeding.

P. Other

CSI is an independent contractor and we agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance.
You shall obtain at Your sole expense any rights and consents from third parties necessary for CSI and its subcontractors to perform the Services under the Agreement.
If You have a dispute with CSI or if You wish to provide a notice under the Indemnification section of this Software as a Service Agreement, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: Cognetive Systems, Inc. 15530-C Rockfield Blvd., Irvine, California, 92618 USA. CSI may give notice applicable to CSI’s Software as a Service customer base by means of a general notice on the CSI portal for the Services, and notices specific to You by electronic mail to Your e- mail address on record in CSI’s account information or by written communication sent by first class mail or pre-paid post to Your address on record in CSI’s account information.
You may not assign the Agreement or give or transfer the Services or an interest in them to another individual or entity.
Except for actions for nonpayment or breach of CSI’s proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than two years after the cause of action has occurred.
CSI may audit Your use of the Services. You agree to cooperate with CSI’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Your normal business operations. You agree to pay within 30 days of written notification any fees applicable to Your use of the Services in excess of Your rights. If You do not pay, CSI can end Your Services and/or the Agreement. You agree that CSI shall not be responsible for any of Your costs incurred in cooperating with the audit.
The Uniform Computer Information Transactions Act does not apply to the Agreement, or orders placed under it.
You understand that CSI’s business partners, including any third-party firms retained by You to provide computer consulting Services, are independent of CSI and are not CSI’s agents. CSI is not liable for nor bound by any acts of any such business partner, unless the business partner is providing Services as a CSI subcontractor on an engagement ordered under the Agreement.

Q. Force Majeure

Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, Internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed Services upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for the Services.

R. Your Data

In performing the Services, CSI will comply with the CSI Privacy Policy (https://arbor-note.com/privacy-policy/), incorporated herein by reference. The CSI Privacy Policy is subject to change at CSI’s discretion; however, CSI policy changes will not result in a material reduction in the level of protection provided for Your Data during the period for which fees for the Services have been paid. You agree to provide any notices and obtain any consents related to Your use of the Services and CSI’s provision of the Services, including those related to the collection, use, processing, transfer and disclosure of personal information. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all Your Data. You grant to CSI a perpetual, royalty free, worldwide right to compile, use and share information (in aggregate and anonymous form) based on Data collected by You, related to the performance and provision of the Services, for CSI’s research and development purposes, or other purposes. You acknowledge that CSI may make such information publicly available, provided that such information does not segregate and identify Your confidential information or include Your company’s name. CSI retains all intellectual property rights in such information.

S. Restrictions on Use of the Services

You agree not to use or permit use of the Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to CSI under the Agreement, CSI reserves the right to remove or disable access to any material that violates the foregoing restrictions. CSI shall have no liability to You in the event that CSI takes such action. You agree to defend and indemnify CSI against any claim arising out of a violation of Your obligations under this section.

T. Services Tools

CSI may use tools, scripts, software, and utilities (collectively, the “tools”) to monitor and administer the Services and to help resolve Your service requests to CSI. The tools will not collect, report or store any of Your Data residing in the service production environment, except as necessary to troubleshoot service requests or other problems in the service. Data collected by the tools (excluding production data) may also be used to assist in managing CSI’s product and service portfolio and for license management.

U. Third Party Web Sites, Content, Products and Services

The Services may enable You to add links to Web sites and access to content, products and Services of third parties, including Users, advertisers, affiliates and sponsors of such third parties. CSI is not responsible for any third-party Web sites or third-party content provided on or through the Services and You bear all risks associated with the access and use of such Web sites and third party content, products and Services.