Terms of Service

READ CAREFULLY THIS Service AGREEMENT (AGREEMENT), which CONTAINS THE EXCLUSIVE TERMS AND CONDITIONS BETWEEN CO EVERYWHERE, Inc. (CO EVERYWHERE), with an address at 36 BROMFIELD STREET, BOSTON MA 02108, USA, AND YOU (TOGETHER WITH THE ENTITY FOR WHICH YOU REGISTER, ACCESS OR USE THE sERVICE, Customer), regarding ACCESS AND USE OF THE SERVICE and related matters. YOU REPRESENT AND WARRANT THAT YOU have full legal authority to enter into THIS AGREEMENT, under all applicable laws and on behalf of Customer. BY SELECTING THE “START” BUTTON OR by ACCESSING OR USING THE service (ACCEPTANCE), YOU WILL CREATE A LEGALLY ENFORCEABLE CONTRACT where CUSTOMER agreeS TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION.

IF YOU CANNOT OR DO NOT AGREE TO ALL TERMS AND CONDITIONS IN THIS AGREEMENT, YOU SHOULD not Select the “start / Signup” Button AND YOU ARE PROHIBITED FROM ACCESSING OR USING THE service.

1.  Definitions.

Analytics  means statistics, metrics and other analyses that are based on or derived from the Service, Customer Data or Results (including without limitation, measurements of Service usage and performance), which are developed in a manner that does not disclose Customer’s identity (such as, in the aggregate with other data, results and measurements).

Customer Data  means non-public information and data provided by or collected or learned from Customer and Users as a result of using the Service.

Deliverable  means the work product that results from any Work and that is delivered to Customer by CO Everywhere.

Feedback  means assessments and suggestions about corrections, changes, improvements and extensions related to the function and performance of the Service (including the underlying technology platform) and other Licensed Materials.

Licensed Materials  means the Service, Software, Results, Deliverables, access credentials and all other documentation, data, know-how and information provided by CO Everywhere.

Registration  means the process by which Customer registers with CO Everywhere to access and use the Service.

Results  means the data, messages, reports and similar work products that are generated by CO Everywhere and displayed, delivered or otherwise made available to Customer or Users as a result of using the Service.

Service  means CO Everywhere’s location-based data aggregation, enhancement, processing, analysis and reporting application that is identified during Registration, which is made available under this Agreement for access and use by Customer, as such application may be hosted in a cloud environment and provided on a software-as-a-service basis from time to time by CO Everywhere.

Software  means, if applicable, all "client" software, applications, dashboards, software development toolkits and other computer programs (in executable format) that are made available to Customer in connection with accessing or using the Service, as updated by CO Everywhere from time to time. If provided by CO Everywhere, Software includes any mobile application that is made available to Users (Mobile App). Software is licensed, not sold, and may contain code or require license keys or devices that detect or prevent unauthorized use of, or disable, the Software.

Statement of Work  means any written work statement that references this Agreement and that is acceptable to and executed by both parties, and which will include other information related to the Work (such as, for example, task descriptions, schedules and payments).

2.  SERVICE.

License.  During the term of this Agreement and subject to all terms and conditions set forth herein, CO Everywhere will make the Service available to Customer and hereby grants to Customer a nonexclusive right and license: to download, install and use the Software, if any; to access and use the Service and Results through a web-based interface and/or Mobile App; and to permit identified Users to access and use the Service under its Account. The Licensed Materials may be used only in unmodified form and solely for Customer's business purposes (which may include providing business intelligence services to Customer’s clients). Customer's access and use of the Licensed Materials shall comply with all other conditions set forth herein or during Registration (such as, for example, restrictions regarding the number or identity of authorized Users, data formats, size limits, time limits, use limitations or prohibited uses). From time to time, Customer may (at its discretion) provide Feedback to CO Everywhere.

Account.  CO Everywhere will provide Customer with access credentials (and/or a mechanism that permits Customer to specify access credentials) as needed to identify, authorize and designate roles for its employees or other individual users (collectively, Users) who will have rights (as appropriate to their roles) to establish, administer, configure, manage and use the Service through a Customer-specific account (Account). Customer is responsible for maintaining the confidentiality of all Account information (including access credentials) and for all User activities under its Account. Customer agrees to keep all Account information up-to-date and to notify CO Everywhere immediately of any unauthorized use of its Account.

Support.  Using commercially reasonable efforts, CO Everywhere will: provide Customer with initial training and other assistance to access, configure, verify and initiate operation of the Service; provide Customer with technical support for the Service during normal business hours (which may include professional services and technical support); and endeavor to analyze and resolve material errors.

Systems.  Customer is responsible for acquiring all (a) servers, mobile devices, storage, software, databases, network and communications systems and services needed to access and use the Service and (b) backup, recovery, network security and maintenance services for its systems. Customer understands and accepts the risk of accessing and using the Service, particularly in a production environment. Accordingly, Customer is responsible for backing-up or otherwise protecting all information stored on its systems prior to accessing or using the Service or any Software or downloading Results.

Professional Services.  From time to time, Customer may request and CO Everywhere may agree to provide certain implementation, integration, data analysis, development, training or other professional services related to the Service (Work). CO Everywhere agrees to undertake and use commercially reasonable efforts to complete the Work as described in the corresponding Statement of Work. CO Everywhere grants Customer a nonexclusive, nontransferable right and license (without right to sublicense) to use the Deliverables solely in conjunction with its authorized use of the Service, subject to the terms of this Agreement and other rights or restrictions set forth in the Statement of Work.

Limitations.  Without limiting the generality of Customer’s warranties under Section 6, Customer will not use the Service, Results or other Licensed Materials in any manner that: is deceptive, misleading, fraudulent, threatening, abusive, harassing, libelous, tortious, obscene or profane; constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming") or any form of lottery or gambling; distributes software viruses or other computer codes, files or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware or network system or to damage or obtain unauthorized access to any system, data or other information; impersonates any person or entity; or disguises Customer’s use of the Results.

3.  Payments.

Fees.  Customer shall pay CO Everywhere the fees described during Registration and each Statement of Work, in the amounts and at the times set forth therein, and as otherwise stated in this Agreement. Fees may be specified as being payable in advance or in arrears; fees may be fixed, contingent or variable (e.g., depending on usage factors); and fees may be specified on a recurring basis (e.g., subscription fees and/or usage fees, which may be payable monthly, quarterly or annually) or non-recurring basis (e.g., one-time activation fees).

Payment Terms.  Unless specified otherwise, all amounts due hereunder shall be paid in full (without deduction, set-off or counterclaim) within 30 days after invoice in US dollars by credit card or ACH transfer to an account specified by CO Everywhere. Past due amounts shall bear a late payment charge, until paid, at the rate of 1.0% per month or the maximum amount permitted by law, whichever is less. If any payment is past due, CO Everywhere shall have the right to take whatever action it deems appropriate (including without limitation, disabling the Account, suspending User access to the Service, requiring payment in advance or terminating this Agreement pursuant to Section 9). Customer agrees to reimburse CO Everywhere for all costs (including attorneys' fees) incurred in collecting late payments. If Customer elects to pay by credit card, then it hereby accepts all charges that comply with this Agreement.

Taxes.  All payments required by this Agreement are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and Customer agrees to bear and be responsible for the payment of all such charges, excluding taxes based upon CO Everywhere's net income. All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any foreign government.

4.  Confidentiality.

Scope.  The term Confidential Information means all trade secrets, know-how, inventions, software and other financial, business or technical information disclosed by or for a party in relation to this Agreement. The restrictions on use and disclosure of Confidential Information will not apply to any information the receiving party can demonstrate is (a) already known by it without restriction, (b) rightfully furnished to it without restriction by a third party not in breach of any obligation to the disclosing party, (c) generally available to the public without breach of this Agreement or (d) independently developed by it without reliance on such information. For clarity, Customer Data are the Confidential Information of Customer, and the Licensed Materials and pricing information are the Confidential Information of CO Everywhere.

Confidentiality.  Except for the specific rights granted by this Agreement, and except for disclosures that are necessary to comply with any legal, regulatory, law enforcement or similar requirement or investigation, the receiving party shall not access, reproduce, use or disclose any of the other's Confidential Information without its written consent, and shall use reasonable care to protect the other's Confidential Information from unauthorized access, use and disclosure (including by ensuring that its personnel who access any Confidential Information have a need to know for the permitted purpose and are bound by written obligations that are at least as protective as this Agreement). Each party shall be responsible for any breach of confidentiality by its personnel (including Users, in the case of Customer). Promptly after any termination of this Agreement (or at the disclosing party's request at any other time), the receiving party shall return all of the other's tangible Confidential Information, permanently erase all Confidential Information from any storage media and destroy all information, records and materials developed therefrom. Each party may disclose only the general nature, but not the specific terms, of this Agreement without the prior consent of the other party; provided, either party may provide a copy of this Agreement or otherwise disclose its terms in connection with any legal or regulatory requirement, audit, financing transaction or due diligence inquiry.

5.  Proprietary Rights.

Customer.  Customer hereby grants CO Everywhere a nonexclusive right and license: to access, copy, store, process, distribute, transmit, display and otherwise use Customer Data to provide the Service to Customer and Users; and to copy, store and use Customer Data to develop, improve, extend and test the Service and to design, develop and produce Analytics, and to market and promote CO Everywhere and the Service using Analytics (but only in a manner that does not disclose the identity of Customer or any User). Except for the foregoing, no other right, license or option is granted by Customer, no other use is permitted by this Agreement and (as between the parties) Customer (or the applicable User) owns and retains all rights, title and interests (including patents, copyrights, trade secrets and trademarks) in and to the Customer Data.

CO Everywhere.  Except for the limited rights and licenses expressly granted hereunder, no other right, license or option is granted, no other use is permitted and (as between the parties) CO Everywhere owns and retains all rights, title and interests (including patents, copyrights, trade secrets and trademarks) in and to the Service (including the underlying technology platform), Software, Results and other Licensed Materials. Customer agrees that CO Everywhere is free to use the Feedback in any manner for all purposes (including developing new or improved products and services).

Restrictions.  Customer shall not, directly or indirectly (a) use any Confidential Information of CO Everywhere to create any software, platform, service or documentation that is similar to any of the Licensed Materials, (b) attempt to access any component of CO Everywhere’s technology platform or to disassemble, decompile, reverse engineer or otherwise discover any source code or underlying organization, structures, ideas or algorithms of the Software, (c) encumber, sublicense, distribute, transfer, rent, lease, lend, access or use any Licensed Material in any time-share, service bureau or similar arrangement, (d) copy, adapt, combine, create derivative works of, translate, localize, port or otherwise modify any of the Licensed Materials, (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction or (f) permit any third party to do any of the foregoing.

Third Party Requirements.  The Licensed Materials may interface, inter-operate, link or be delivered with or include data, content, software or other technology (In-Licensed Material) that is licensed from and owned by third parties (In-Licensors), the distribution or use of which may be subject to additional or different terms set forth in the applicable terms of service, policies, rules or licenses (In-Licenses). Customer unconditionally agrees that In-Licensors (a) make no representation or warranty concerning the In-Licensed Materials or Licensed Materials, (b) have no obligation or liability to Customer as a result of this Agreement and (c) with regard to their own In-Licensed Materials, are intended third party beneficiaries of this Agreement. Upon Customer's specific written request, CO Everywhere will make available the source code for In-Licensed Materials comprised of open source software, but only if such source code was made available to CO Everywhere and doing so is required by the applicable In-License. The In-Licensed Materials and corresponding In-Licenses are identified in CO Everywhere’s documentation or at http://www.coeverywhere.com/in-licenses.

6.  Limited WarrantIES and Disclaimers.

Customer.  Customer warrants to CO Everywhere that its (and its Users’) use of the Service, Results and other Licensed Materials will be highly ethical and comply with good business practices and will not violate any applicable law, regulation, rule or proprietary right (including without limitation, rights regarding privacy, publicity and defamation).

CO Everywhere.  CO Everywhere warrants to Customer that it will use commercially reasonable efforts to maintain the Service available at least 99.9% of the time, subject to downtimes for scheduled maintenance, upgrades and repairs. CO Everywhere will not be responsible for any delay, degradation or failure in the Service resulting from or attributable to (a) failures in any data provider’s services, networks or systems, (b) Customer’s or any User’s negligence, acts or omissions, (c) any force majeure or other cause beyond its reasonable control or (d) unauthorized access to the Service, breach of firewalls or other hacking.

Disclaimers.  EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE WORK, SERVICE AND OTHER LICENSED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. FOR CLARITY, CO EVERYWHERE AND ITS LICENSORS DO NOT WARRANT THAT: (A) ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE WORK, SERVICE, RESULTS OR OTHER LICENSED MATERIALS WILL BE ERROR-FREE, UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (D) THE WORK, SERVICE, RESULTS OR OTHER LICENSED MATERIALS WILL MEET CUSTOMER’S BUSINESS REQUIREMENTS OR THAT ANY RESULT OR OUTCOME CAN BE ACHIEVED. TO THE FULLEST EXTENT PERMITTED BY LAW, CO EVERYWHERE HEREBY DISCLAIMS (FOR ITSELF AND ITS LICENSORS) ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE WORK, SERVICE, RESULTS AND OTHER LICENSED MATERIALS, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

7.  INDEMNIFICATION.

Customer.  Customer agrees to defend CO Everywhere against any demand, suit, action or other claim by any third party that is related to any breach of Customer's obligations or warranties under this Agreement, and to indemnify CO Everywhere for liabilities (as specified in settlements or judgment awards) that result from such claims.

CO Everywhere.  CO Everywhere agrees to defend Customer against any demand, suit, action or other claim by any third party that the Service or any Deliverable violates its intellectual property or proprietary rights, and to indemnify Customer for liabilities (as specified in settlements or judgment awards) that result from such claims. If the Service or any Deliverable becomes or, in CO Everywhere's opinion, is likely to become the subject of an injunction preventing its use as contemplated herein, CO Everywhere may, at its option and expense (a) obtain the rights needed to continue providing the Service or Deliverable, or (b) replace or modify the Service or Deliverable without substantially compromising its principal functions. If (a) and (b) are not reasonably available, then CO Everywhere may (c) terminate this Agreement upon written notice to Customer and refund to Customer any prepaid fees, pro-rated for the remainder of the prepaid period. The foregoing states the entire liability of CO Everywhere, and Customer's exclusive remedy, with respect to any actual or alleged violation of intellectual property or proprietary rights by the Licensed Materials or Work, any part thereof or their use or operation.

Exclusions.  CO Everywhere shall have no liability or obligation hereunder with respect to any claim attributable to (a) any use of the Licensed Materials not strictly in accord with this Agreement, or in an application or environment or on a platform or with devices for which it was not designed or contemplated or (b) alterations, combinations or enhancements of the Licensed Materials not created by CO Everywhere.

Conditions.  The indemnifying party's obligations hereunder are conditioned on (a) the party seeking indemnification providing prompt written notice thereof and reasonable cooperation, information, and assistance in connection therewith and (b) the indemnifying party having sole control and authority to defend, settle or compromise such claim. The indemnified party may participate in the defense at its sole cost and expense. The indemnifying party will not enter into any settlement (other than for payment of money subject to its indemnity) that adversely affects the indemnified party's rights or interests without its prior written approval, not to be unreasonably withheld. The indemnifying party shall not be responsible for any settlement it does not approve in writing.

8.  LIMITATION OF LIABILITY.  EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, AND EXCEPT FOR ANY BREACH OF SECTION 4 (CONFIDENTIALITY) AND EXCEPT FOR LIABILITIES TO THIRD PARTIES PURSUANT TO SECTION 7 (iNDEMNIFICATION), In no event shall CO EVERYWHERE (or its licensors) OR CUSTOMER BE LIABLE CONCERNING THE SUBJECT MATTER OF this agreement, regardless of the form of any claim or action (whether in CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERwise), for any (A) LOSS of data, loss or interruption OF USE, OR COST to procure SUBSTITUTE TECHNOLOGIES, GOODS or SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING without limitation, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL or (c) aggregate damages in excess of the FEES PAID to CO EVERYWHERE during the prior 12 months, EVEN IF it HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

9.  Term and Termination.

Term.  This Agreement shall commence upon Acceptance and continue in effect for the time period specified during Registration or, if no such time period was specified, then for 1 year or (in the case of a free trial) 30 days, whichever applies. This Agreement will be extended automatically for additional 1-year terms at the end of the initial term and each renewal term. However, either party may elect not to renew by giving written notice to the other at least 30 days prior to the end of the then current term. Notwithstanding the foregoing, if the Registration was only for a time-limited or free trial, then the Agreement will not be automatically renewed.

Termination.  This Agreement may be earlier terminated by either party if the other party breaches any material provision of this Agreement and fails to cure such breach within 30 days (10 days in the case of any payment-related breach) after receiving written notice of such breach from the non-breaching party.

Convenience.  Customer may terminate this Agreement at any time for its convenience upon at least 60 days prior written notice to CO Everywhere; provided, that together with such notice, Customer pays CO Everywhere the early termination fee specified during Registration and all other amounts then payable or past due.

Effects of Termination.  Upon any expiration or termination of this Agreement, all rights, obligations and licenses of the parties shall cease, except that the following shall survive: all obligations that accrued prior to the effective date of termination (including payment obligations); all remedies for any breach of this Agreement; and the provisions of Sections 3 (Payments), 4 (Confidentiality), 5 (Proprietary Rights), 6 (Limited Warranties and Disclaimers), 7 (Indemnification), 8 (Limitation of Liability), 10 (General Provisions) and this Section 9.

10.  General Provisions.

Entire Agreement.  This Agreement (including the Registration records and all Statements of Work) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties regarding the subject matter of this Agreement (and all past dealing or industry custom). This Agreement may be executed in one or more counterparts, each of which shall be an original, but taken together constituting one and the same instrument. Execution of a facsimile copy (including PDF) shall have the same force and effect as execution of an original, and a facsimile signature shall be deemed an original and valid signature. Any additional, different or inconsistent terms on any related purchase order, confirmation or similar form, even if signed by the parties hereafter, shall have no effect under this Agreement. Except as expressly provided herein, no change, consent or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is in English only, which language shall be controlling in all respects. No version of this Agreement in another language shall be binding or of any effect.

Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA, without regard to its conflicts of law provisions. In the event of any conflict between US and foreign laws, rules and regulations, US laws, rules and regulations shall govern. Neither the United Nations Convention on Contracts for the International Sale of Goods nor the implementation of the Computer Information Transactions Act in any jurisdiction shall apply to this Agreement. Unless waived by CO Everywhere, in its sole discretion, exclusive jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in Massachusetts, and both parties consent to the jurisdiction of such courts with respect to any such action.

International Use. CO Everywhere makes no representation or warranty that the Service is appropriate or legally available for use in locations outside the United States, and accessing and using the Service is prohibited from places where doing so would be illegal. Accessing or using the Service from other locations may be done at Customer’s own initiative and Customer shall be responsible for compliance with all local laws. Customer (for itself and its Users) expressly consents to CO Everywhere's processing of Customer Data in accordance with this Agreement. Customer understands and agrees that Customer Data may be stored and processed in (or transferred from) the country where it was collected and the United States, and that United States laws regarding the collection, storage, processing and onward transfer of information may be less stringent than the laws where Customer is located.

Remedies.  Except as expressly specified otherwise herein, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity. Each party agrees that, in the event of any breach or threatened breach of Section 4 or 5, the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of proving actual damages or posting any bond.

Notices.  All notices under this Agreement will be in writing, in English and delivered to the parties at their respective addresses stated herein, or during Registration, or at such other address designated by written notice. Notices will be deemed to have been duly given and effective: when receipt is electronically confirmed, if transmitted by facsimile; or when received, if personally delivered or sent by overnight courier or certified or registered mail, return receipt requested.

Publicity.  Customer hereby consents to inclusion of its name and logo in customer lists and presentation materials that may be published and distributed as part of CO Everywhere's marketing and promotional efforts. From time to time upon request, Customer agrees to provide CO Everywhere with reasonable cooperation and assistance in connection with other marketing efforts (such as, for example, by acting as a reference, issuing press releases and providing written or videotaped customer testimonials and case studies, with statements attributed to a named employee of Customer). Except for the foregoing or as required by any applicable law or regulation, neither party may issue any press release or other public announcement concerning the arrangements under this Agreement without the other party’s prior written consent, not to be unreasonably delayed, conditioned or withheld.

Assignment.  This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by either party without the other party's written consent, not to be unreasonably withheld. However, without consent, CO Everywhere may subcontract performance of all or any part of the Service or Work, and either party may assign this Agreement (and all of its rights and obligations hereunder) to any of its affiliates or to any successor to all or substantially all of its business which concerns this Agreement (whether by sale of assets or equity, merger, consolidation, reorganization or otherwise). This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.

Force Majeure.  Neither party shall be liable for any delay or failure in performing its obligations hereunder that arises out of any cause, condition or circumstance beyond its reasonable control.

Independent Contractors.  The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

Government.  The Licensed Materials are commercial products, developed solely at private expense and proprietary to CO Everywhere, Inc. and its licensors. If Customer or any User of the Licensed Materials is an agency, department or other entity of the United States Government, then the use, duplication, reproduction, modification, release, disclosure or transfer of such software or documentation is restricted in accordance with FAR 12.212 for civilian agencies and DFAR 227.7202 for military agencies. The software is "commercial computer software", the documentation is "commercial computer software documentation", and their use is further restricted in accordance with the terms of this Agreement.

Acknowledgment.  Customer acknowledges that (a) it has read and understands this Agreement, (b) it has had an opportunity to have its legal counsel review this Agreement, (c) this Agreement has the same force and effect as a signed agreement, (d) CO Everywhere requires identification of the Customer before issuing this license to access and use the Service and Results and (e) entering into this Agreement does not constitute general publication of the Service (including the underlying technology platform), Software, Results, Deliverables or other Licensed Materials.