Terms & Conditions

Terms & Conditions

Terms & Conditions

This Software Installation and License Agreement ("Agreement") is entered into by and between Cosmon, Inc. ("Cosmon", "We", "Us", or "Our") and the purchasing entity ("Client", "You", or "Your").

This Agreement governs the delivery of Cosmon’s installation services and the Client's subsequent use of the installed software. By executing a Statement of Work (SOW) referencing these Terms, or by using our Software, both parties agree to be bound by the following provisions.

1. Definitions

  • "Software": Refers to the enterprise proprietary software, applications, and associated documentation provided by Cosmon to be installed in the Client's environment.

  • "Installation Services": Refers to the deployment, configuration, integration, and testing of the Software performed by Cosmon as outlined in an SOW.

  • "Statement of Work" (SOW): Refers to a mutually agreed-upon document detailing the specific Installation Services, timelines, system requirements, and fees for a given deployment project.

  • "Client Environment": Refers to the hardware, networks, and operating systems owned or managed by the Client where the Software will be installed.

2. Scope of Services and License

  • 2.1 Installation Services. Cosmon shall provide the Installation Services to deploy the Software into the Client Environment as specified in one or more mutually executed SOWs. In the event of a conflict between an SOW and this Agreement, this Agreement shall prevail unless the SOW explicitly overrides a specific clause.

  • 2.2 Software License Grant. Upon successful installation and subject to the payment of all applicable fees, Cosmon grants the Client a limited, non-exclusive, non-transferable right to use the Software solely for its internal business operations.

  • 2.3 Maintenance and Support. Post-installation maintenance, optimization, updates, and technical support will be provided strictly as outlined in the applicable SOW or a separate Service Level Agreement (SLA).

3. Client Responsibilities & Acceptable Use

  • 3.1 Environment Preparation. The Client agrees to prepare the Client Environment in accordance with the technical requirements provided by Cosmon prior to the commencement of Installation Services, and to provide Cosmon personnel with timely physical or remote access necessary to perform the installation.

  • 3.2 Prohibited Conduct. The Client shall not:

    • Reverse engineer, decompile, or disassemble the Software.

    • Use the Software or Installation Services to develop a competing product or service.

    • Copy, modify, distribute, or create derivative works of the Software without written consent.

    • Bypass or breach any security device or protection used by the Software.

  • 3.3 Compliance. The Client agrees to use Cosmon’s Software in strict compliance with all applicable local, state, national, and international laws, including export control regulations.

4. Fees and Payment Terms

  • 4.1 Invoicing. Fees for Installation Services and Software licensing will be outlined in the applicable SOW. Cosmon will invoice the Client upon execution of the SOW or upon achievement of defined installation milestones.

  • 4.2 Payment. All invoices are due and payable within thirty (30) days of receipt (Net 30).

  • 4.3 Late Payments. Undisputed past due balances may be subject to a finance charge of 1.5% per month or the maximum amount permitted by law, whichever is lower.

  • 4.4 Taxes. Fees are exclusive of all taxes. The Client is responsible for any applicable sales, use, or value-added taxes (excluding taxes based on Cosmon’s net income).

  • 4.5 No Refunds. Except as expressly provided otherwise in this Agreement or as mandated by applicable law, all payment obligations are non-cancelable, and all fees paid are entirely non-refundable. This policy applies to both Installation Services and Software licensing fees, regardless of the Client's actual usage of the Software or early termination of this Agreement or any applicable SOW.

5. Intellectual Property Rights

  • 5.1 Cosmon Ownership. Cosmon retains all right, title, and interest, including all intellectual property rights, in and to the Software, its underlying methodologies, and any tools used during the Installation Services.

  • 5.2 Client Data. The Client retains all ownership rights to any proprietary data inputted into the Software or provided to Cosmon for the execution of the Installation Services.

6. Confidentiality

  • 6.1 Definition. "Confidential Information" includes all proprietary business data, trade secrets, processes, Software code, and sensitive information disclosed by one party ("Disclosing Party") to the other ("Receiving Party").

  • 6.2 Obligations. The Receiving Party agrees to:

    • (a) Protect the Confidential Information with the same degree of care it uses to protect its own, but no less than reasonable care;

    • (b) Use it solely for the execution of this Agreement; and

    • (c) Not disclose it to any third party without prior written consent, except to employees or contractors on a need-to-know basis who are bound by similar confidentiality obligations.

  • 6.3 Exclusions. Confidential Information does not include data that is public knowledge, already known to the Receiving Party, independently developed, or rightfully received from a third party.

7. Data Security and Privacy

  • 7.1 Security Standards. While performing Installation Services, Cosmon implements and maintains industry-standard technical measures to ensure the security and confidentiality of the Client Environment and any accessed data.

  • 7.2 Client Responsibility. Because the Software is installed in the Client Environment, the Client is solely responsible for maintaining the ultimate security, backup, and integrity of the infrastructure and all data stored within the Software post-installation.

8. Representations and Warranties

  • 8.1 Mutual Warranty. Both parties represent that they have the full power and authority to enter into this Agreement.

  • 8.2 Installation Warranty. Cosmon warrants that the Installation Services will be performed in a professional and workmanlike manner, consistent with industry standards.

  • 8.3 Software Warranty. Cosmon warrants that, upon completion of installation, the Software will perform materially in accordance with its documentation.

  • 8.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, COSMON DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Indemnification

  • 9.1 By Cosmon. Cosmon shall defend and indemnify the Client against any third-party claims alleging that the Software infringes upon a valid copyright, patent, or trademark.

  • 9.2 By Client. The Client shall defend and indemnify Cosmon against any third-party claims arising from the Client’s misuse of the Software, breach of compliance laws, or infringement caused by Client-provided data.

10. Limitation of Liability

  • 10.1 Indirect Damages. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • 10.2 Liability Cap. EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CLIENT TO COSMON IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Term and Termination

  • 11.1 Term. This Agreement begins on the Effective Date and continues until terminated or until all software licenses and SOWs have expired.

  • 11.2 Termination for Cause. Either party may terminate this Agreement or an SOW if the other party commits a material breach and fails to cure it within thirty (30) days of written notice.

  • 11.3 Termination for Convenience. Either party may terminate an active Installation SOW for convenience prior to completion by providing thirty (30) days' written notice to the other party.

  • 11.4 Effect of Termination. Upon termination, the Client shall pay for all Installation Services performed up to the date of termination. If the Agreement is terminated for cause by Cosmon, the Client's license to use the Software shall immediately revoke, and the Client must uninstall and destroy all copies of the Software.

12. General Provisions

  • 12.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without regard to its conflict of law principles.

  • 12.2 Modifications. Modifications to this Agreement are only valid if made in writing and signed by authorized representatives of both parties.

  • 12.3 Force Majeure. Neither party will be liable for delays or failures caused by natural disasters, technical disruptions, or other factors beyond their reasonable control.

  • 12.4 Contact and Notices. All legal notices must be delivered in writing.