These Coterms Beta Program Terms (“Terms”) apply to and govern your participation in this public beta program (“Beta Program) and use of the Coterms Beta Services (“Beta Services”). In order to participate in the Beta Program and use the Beta Services, you must agree to these Terms and the Coterms Privacy Policy.

By using the Coterms Beta Services, you hereby agree to comply with all written requirements provided in these Terms by Coterms regarding these Beta Services. You agree to use the Beta Services in accordance with the Terms for the duration of the Beta Program.

“Beta Services” means the services and features provided via the software platform and web pages located at www.coterms.com (the “Service”) and operated by Coterms, LLC (“Coterms”).  

By accepting these Terms or using the Beta Services, you understand and acknowledge that the Beta Services are being provided on an “As Is” or “As Available” basis. The Beta Services may contain bugs, errors, and other problems. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta Services.

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Coterms includes non-public information regarding features, functionality and performance of the Beta Services. Your Proprietary Information includes any non-public data provided by you to Coterms to enable the provision of the Beta Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, 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 or (e) is required to be disclosed by law. 

Subject to your compliance with the terms of this Agreement, we grant you a limited, non-exclusive, revocable, non-transferable, non-licensable, non-sublicensable license to access and use our Beta Services strictly in accordance with these Terms. 

Except to the extent permitted by law, you agree not to modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code in connection with the Beta Services and/or any other aspect of Coterms technology.

The Beta Services include features powered by generative artificial intelligence and machine learning models (“GenAI Features”). Our GenAI Features rely on third-party models and services available from OpenAI. You may not use the GenAI features in a manner that violates these Terms or OpenAI’s Usage Policies and Sharing and Publication Policy. You use any GenAI Features at your sole risk, and Coterms will have no responsibility for the GenAI Features and/or your use of any outputs from the GenAI Features.

Coterms does not use your Customer Data or permit others to use your Customer Data to train or improve any machine learning models. You retain any applicable ownership rights over your input data and output from any GenAI Features; however, you acknowledge that due to the nature of machine learning and the technology powering the GenAI Features, output may not be unique, and Coterms may at times generate the same or similar output to others.

You should exercise your own judgment and discretion when using GenAI Features and verify, cross-check, and, to the extent necessary, seek professional advice before relying upon output from any GenAI Features. 

Coterms reserves the right to modify or terminate the Beta Program or the Beta Services, or your use of the Beta Services, to limit or deny access to the Beta Services and/or participation in the Beta Program, at any time, in our sole discretion, for any reason, with or without notice and without liability to you.  You understand and agree that if you use the Beta Services after the date on which the Terms have changed, we will treat your use as acceptance of the updated Terms.

These Terms will remain in effect for as long as you use the Beta Services and/or until the Beta Program is terminated or otherwise updated.  These Terms will automatically terminate upon any breach by you of any of your obligations hereunder including breach of confidentiality obligations. Your breach of any of your obligations under the Agreement may result in your immediate termination from use of other Beta Services, or use of Coterms Services.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE BETA SERVICES ARE PROVIDED BY COTERMS ON AN “AS IS” BASIS AND AS AVAILABLE, AND YOUR ACCESS TO, PARTICIPATION AND/OR USE OF THE COTERMS BETA PROGRAM OR BETA SERVICES, IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COTERMS EXPRESSLY DISCLAIMS ALL AND YOU RECEIVE NO WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COTERMS MAKES NO WARRANTY THAT ANY OF THE SERVICES WILL MEET YOUR REQUIREMENTS AND/OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES COTERMS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ANY OF THE SERVICES IS DONE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM AND/OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Coterms OR THROUGH THE BETA SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

IN NO EVENT SHALL COTERMS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL AND/OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THESE TERMS AND/OR WHETHER DIRECT OR INDIRECT: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, AND (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), VIOLATION OF STATUTE, OR OTHERWISE, AND WHETHER OR NOT COTERMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COTERMS MAXIMUM LIABILITY HEREUNDER IS LIMITED TO THE FUNDS PAID BY YOU FOR THE BETA SERVICES.

You agree to hold harmless and indemnify Coterms, our officers, directors, agents, and employees  from and against any third party claim arising from or in any way related to (i) your breach of the Terms, (ii) your use of the Beta Services and/or your participation in the Beta Program(s), or (iii) your violation of applicable laws, rules or regulations in connection with the Services.

The Beta Services are made available to you for the purposes of testing, evaluation and feedback without any compensation or reimbursement of any kind from Coterms. As part of using the Beta Services, you may be asked to provide feedback regarding your use of the Beta Services. You acknowledge that Coterms owns all feedback provided, and you hereby grant to us, if for any reason it is further needed, a perpetual, non-revocable, royalty-free worldwide license to use and/or incorporate such feedback into any of our products or services at any time at our sole discretion. If we choose to publish such feedback, we will either do so in a way that does not identify you or seek your consent in the event we do wish to identify you. We may also monitor how you use the Beta Services and use that information to improve the Beta Services or our other products and services.

Our Beta Service may contain links to third party web sites or services that are not owned or controlled by Coterms. Coterms has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites. YOU ACKNOWLEDGE AND AGREE THAT COTERMS SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEB SITES OR SERVICES. WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICES THAT YOU VISIT.

You agree to comply with all applicable local, state, national, and foreign laws, rules, and regulations, including, but not limited to, all applicable import and export laws and regulations governing use, transmission and/or communication of content, in connection with their performance, participation, access and/or use of the Beta Services or Beta Program.