Terms of Service

Latest Update: 2025-01-13.
Please read them carefully. If you do not agree with these terms below, please do not use the services or software. These General Terms of Use (“General Terms”), along with any applicable Additional Terms (collectively, the “Terms”) govern your use of and access to our websites, web-based applications and products, customer support, discussion forums or other interactive areas or services, and your installation and use of any software that we include as part of the Services, including, without limitation, mobile and desktop applications, scripts, instruction sets, and related documentation (collectively, the "Software"). If you have agreed to the Subscription and Cancellation Terms, then such terms are also considered part of the Terms. By using the services or the software, you affirm that you are of legal age to enter into the terms.

1. Your Agreement With CobraCore Software (Hereinafter Referred As "Company").

1.1 Terms. Our Services and Software are licensed, not sold, to you, and also may be subject to one or more of the additional terms below.

1.2 Updates to Terms. We may make changes to the Terms from time to time, and if we do, we will notify you by revising the date at the top of the Terms and, in some cases, we may provide you with additional notice. Any such changes will not apply to any dispute between you and the Company arising prior to the date on which we posted the revised Terms incorporating such changes, or when the Terms otherwise become effective. You should look at the Terms regularly. Unless otherwise noted, the amended Terms will be effective immediately, and your continued use of our Services and Software confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services and Software and, if applicable, cancel your subscription.

1.3 Subscription Terms. Your subscription begins as soon as your order is processed. Your subscription will automatically renew each month without notice until you cancel. You authorize us to store your payment method(s) and to automatically charge your payment method(s) every month until you cancel.

1.5 User Eligibility and Restrictions.

1.5.1. Intended Use. These Services and Software are intended for the sole use of licensed and verified Freight Forwarding companies, NVOs or NVOCCs. By accessing or using the Services, you represent and warrant that you are a legally established and licensed freight forwarding company and that you are legally authorized to use the service on behalf of your company. You will provide documentation of your license and status when requested by us.

1.5.2. Other Users Prohibited. The Services and Software are not intended for use by any other type of company or individual, and access or use by any other party is strictly prohibited unless explicitly allowed by us.

1.5.3. Right to Deny Access. The Company reserves the sole right to allow or deny access to the Services and Software to any entity, including licensed freight forwarding companies. We further reserve the right to limit or restrict access to any feature of the service or the service in its entirety at any time for any reason. We also reserve the right to allow or deny access to certain types of freight forwarding companies based on various criteria that will not be disclosed to our users.

1.5.4. Verification. You agree to provide us with accurate and up-to-date information about your company. We may, at our discretion, verify your license and status as a freight forwarding company and you acknowledge that this may impact your use of our services. You further agree to hold the company harmless from any issues that arise if we determine, at any time, that your company was not an eligible entity.

1.5.5. Termination for Ineligibility. If at any point the Company determines that your company does not meet the eligibility requirements outlined in these Terms, we may immediately terminate or suspend your access to the Services without notice or refund.

2. Privacy Policy.

2.1 Privacy. For information about how we collect, use, share, or otherwise process information about you and your use of our Services and Software.

2.2 Our Access to Your Content. We will only access, view, or listen to your Content (defined in section 4.1 (Content) below) in limited ways, and only as permitted by law. For example, in order to provide the Services and Software, we may need to access, view, or listen to your Content to (A) respond to Feedback or support requests; (B) detect, prevent, or otherwise address fraud, security, legal, or technical issues; and (C) enforce the Terms.

2.3 Sensitive Personal Information. You agree not to collect, process, or store any Sensitive Personal Information (as defined below) using the Services and Software, except as (A) directly authorized, (B) intended by the Services and Software, or (C) governed by the Additional Terms, as applicable. You agree not to transmit, disclose, or make available Sensitive Personal Information to any third-party providers. “Sensitive Personal Information" means an individual's financial information, data concerning an individual's sexual behavior or sexual orientation, medical, or health information protected under any health data protection laws, biometric data, personal information of children protected under any child data protection laws (such as the personal information defined under the U.S. Children's Online Privacy Protection Act (“COPPA")) and any additional types of information included within this term or any similar term (such as “sensitive personal data" or "special categories of personal information”) as used in applicable data protection or privacy laws.

2.4 Transfer of Personal Information. We process and store information in the U.S. and other countries. By using our Services and Software, you authorize the Company to transfer your personal information across national borders and to other countries where the Company and its partners operate.

3. Use Of Services And Software.

3.1 License. Subject to your compliance with the Terms and applicable law, we hereby grant you a non-exclusive, limited, revocable right for you to install, access and use the Services and Software that we make available to you, and that you license from us. Each license is to be used by only one (1) person and cannot be shared. At the end of your license term, your license(s) will expire as set forth in your order document(s), or the Subscription and Cancellation Terms. The version(s) of the Services and Software available at your renewal date may be different from the version(s) available when you first licensed them. You agree that your decision to use, access, or license the Services and Software is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.

3.2 Intellectual Property. We (and our licensors, as applicable) remain the sole owner of all right, title, and interest in the Services and Software. Except as stated in the Terms, we do not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the Services or Software. This means you may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. We reserve all rights not granted under the Terms.

3.3 Storage. We recommend that you back up your Content elsewhere regularly, even if the Services provide storage and this functionality is enabled by the applicable Services. We may create reasonable technical limits, such as limits on file size, storage space, processing capacity, and other attributes. We may suspend the Services until you are within the storage space limit associated with your account.

3.4 User-Generated Content. We may host user-generated content from our users. If you access our Services, you may come across user-generated content that you find offensive or upsetting. We bear no responsibility for such user-generated content and your sole remedy is to stop viewing the content. If available, you may also click on the “Report” button to report offensive user- generated content to us.

3.5 Sample Files. “Sample Files” means Company-provided audio, visual, video, or other content files for use in tutorials, demonstrations, and for other trial purposes, which may be identified as sample files. Sample Files cannot be used for any other purpose than for which they were provided. You cannot distribute Sample Files in any way that allows a third party to use, download, extract, or access the Sample Files as a stand-alone file, and you cannot claim any rights in the Sample Files.

3.6 Free Memberships, Offers, and Trials. The Company may provide free memberships, offers, and trial subscriptions in its sole discretion. If access to the Services and Software is provided to you for free or for trial purposes, such access is governed by the Terms. At any time prior to or during the free or trial period, the Company may, in its sole discretion, terminate the free or trial access without prior notice and without any liability to you, to the extent permitted under applicable law, for any reason, including to prevent abuse of the free or trial access. After the free or trial access period expires, you may continue using the Services or Software only by enrolling in a paid subscription, if available, or as otherwise permitted. During the free or trial period, no express or implied warranties shall apply to the Services and Software; all Services and Software are provided “as-is” with all defects, and no technical or other support is included. During this period, the Software will produce system-wide "Free Trial" messages, footnotes and/or advertising. If you use a free or trial version of the service, you acknowledge that this service is provided to you for evaluation purposes only and that any use of a free version or a free trial is at your sole discretion. You agree that use of a free or trial version is provided "as is" without any expectation or recourse with regards to your data, your use of the platform, service uptime, security, or any other issue, and further, that the company disclaims any liability related to the use of the free or trial versions of its service.

3.7 Third-Party Services and Software. The Company may make third- party software and services (including plug-ins and extensions) available to you through the Services and Software as a convenience. Third-party software and services are not Services and Software as defined in the Terms and your acquisition and use of such third-party software and services is solely between you and the third party. You are responsible for complying with all applicable third-party terms.

3.8 Third- Party Integrations & APIs. Our Services may integrate with third-party services or applications or may offer an API to connect to other services. We are not responsible for the functionality, terms, data privacy practices, or security policies of these third- party services or applications, or for your use of the API. Your use of such third-party services, APIs, is solely between you and the applicable third-party provider and subject to their terms and conditions. You acknowledge that we may enable integration with third-party services or applications but are not responsible for providing the service. We disclaim any responsibility for outages of services provided by any third party. You also agree to hold the company and its agents and contractors harmless from any issues that arise from your use of third-party services, APIs, or integrations. We are not responsible for any issues arising from third- party services, third-party actions, your use of the Internet, or from any issues or outages that are outside of our reasonable control. This includes, but is not limited to, data loss, security issues, lack of access to the service, or anything caused by factors not solely caused by our direct actions. We specifically disclaim any liability for data loss or outages caused by third parties or by any party acting outside of our direct control.

3.9 Compliance with specific laws. You are solely responsible for compliance with all laws, regulations, and standards applicable to your use of the Services. You acknowledge that we do not provide legal, regulatory, or compliance advice. It is your responsibility to ensure that your use of the Services aligns with any specific industry or governmental regulations. You must not use our Services to violate any applicable law or regulation. By using our Services, you warrant to us that you understand any and all laws pertaining to your business and your clients, and that you will not engage in any activities that may violate these laws.

3.10 High-Risk Activities. You agree not to use the Services or Software in any activity where its failure could lead to death, personal injury, or severe property or environmental damage. The Services are not designed for use in such high-risk situations. We disclaim all liability for the use of the Services or Software in such settings and for any consequences of such use.

3.11 User violations. You agree to be responsible for any and all costs incurred due to a violation of these terms by you, including but not limited to, legal costs, investigation costs, costs to recover systems or data, and/or costs associated with recovery of the company's reputation.

4. Your Content.

4.1 Content. "Content” means any text, information, communication, or material, such as audio files, video files, electronic documents, or images, that you upload, import into, embed for use by, or create using the Services and Software. We reserve the right (but do not have the obligation) to remove Content or restrict access to Content, Services, and Software if any of your Content is found to be in violation of the Terms. We do not review all Content uploaded to the Services and Software, but we may use available technologies, vendors, or processes to screen for certain types of illegal content or other abusive content or behavior (for example, patterns of activity that indicate spam or phishing, or keywords that indicate adult content has been posted).

4.2 Ownership. As between you and the Company, you (as a Business User or a Personal User, as applicable) retain all rights and ownership of your Content (or where applicable, you must ensure that you or the Business (as applicable) have a valid license to the Content). We do not claim any ownership rights to your Content.

4.3 Sharing Your Content. (A) Sharing. Some Services and Software may provide features that allow you to Share your Content with other users or to make it public. “Share” means to email, publish, post, transmit, stream, upload, or otherwise make available (whether to us or other users) through your use of the Services and Software. Other users may use, copy, modify, or re- share your Content in many ways. Please carefully consider what you choose to Share or make public as you are responsible for the Content that you Share.

(B) Level of Access. We do not monitor or control what others do with your Content. You are responsible for determining the limitations that are placed on your Content and for applying the appropriate level of access to your Content. If you do not choose the access level to apply to your Content, the system may default to its most permissive setting. It is your responsibility to let other users know how your Content may be Shared and to adjust the setting related to accessing or Sharing your Content.

(C) Comments. Any comments that you submit through the Services and Software are not anonymous and may be viewed by other users. In some Services and Software, your comments may be deleted by you, by other users, or by us.

(D) Removing Your Content. If you delete Content from the Services and Software, we will stop making that Content publicly available within a reasonable amount of time. Some copies of your Content may be retained as part of our routine backups, and we are not responsible for any use of Content that you have Shared or made public.

4.4 Feedback. You may, at your own discretion, choose to provide us with ideas, suggestions, proposals, or bug or crash reports for the Services and Software ("Feedback"). In such event, you agree that we are the owner of such Feedback, and we are free to use it for our business purposes, including by incorporation into the Services and Software without any payment or attribution or other obligation to you.

4.5 Data Retention Policy. We will retain your data for as long as your account is active and for a reasonable period thereafter to facilitate account reactivation, comply with our legal obligations, resolve disputes, and enforce our agreements. Following account termination, deletion, or cancellation, we will use reasonable efforts to delete your data from our systems, typically within [90] days, unless retention is required by applicable law or if deletion would affect backups or other legitimate business needs.

4.6 Data Security Measures. We use a variety of reasonable security technologies and procedures to help protect your information from unauthorized access, use, or disclosure. These measures may include, but are not limited to, firewalls, intrusion detection systems, data encryption during transmission and at rest, regular system backups, and access controls. While we strive to protect your data, we cannot guarantee the absolute security of your information, and you understand and acknowledge the inherent risks of transmitting and storing data electronically.

4.7 Electronic signatures. Our Services may provide features that enable electronic signing of documents. An electronic signature shall be defined as any electronic symbol, sound, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record. You acknowledge and agree that you are responsible for complying with all applicable laws and regulations relating to electronic signatures including their validity and enforceability in your jurisdiction and that we are not responsible for ensuring the legal validity of any electronic signature obtained through our Services. You also acknowledge that the electronic signature functionality is used at your sole discretion and responsibility, and you warrant to us that you are legally authorized to execute the document, and that you understand any implications or consequences of doing so.

4.8 Data Location. We process and store your data in data centers located in the United States. By using our Services, you consent to the storage and processing of your data in this location, or other locations, which may change without notice. We also note that third parties and vendors who assist us in providing this service may also process and store your data in locations that may be different.

4.9 Industry regulations. If you use our Services in connection with a business that is regulated, you are solely responsible for complying with any laws, regulations and standards that relate to that business, such as HIPAA. We make no representations or warranties that our Services are compliant with any specific regulatory requirements.

4.10 Audit Logs. We may maintain audit logs of your activities within the Services, including but not limited to, changes made to your account, data modifications, file downloads, and user access events. These audit logs are maintained for security and administrative purposes, and may be made available to you upon request, or as required by law, at our sole discretion. The period for which these audit logs are maintained is at our discretion. We may provide audit log data to third parties as may be necessary for our business operations or as we may be legally obligated to provide them.

4.11 Data Loss. While we implement reasonable measures to protect your data, we make no warranties against, and shall have no liability for any loss, corruption, or alteration of your data, whether due to technical failure, human error, security breaches, or any other reason. You are solely responsible for backing up your Content. We also disclaim any responsibility or liability related to your data being acquired by others via hacking, phishing, or other malicious means.

5. Your Account.

5.1 Account Information. You, as a Personal User or a Business User, are responsible for all activity that occurs via your account even if that activity is not by you or is without your knowledge or consent. You may not (A) share your account information (except with an authorized account administrator), whether intentionally or unintentionally; or (B) use another person's account. Your account administrator may use your account information to manage your use and access to the Services and Software.

5.2 Account Security. You are responsible for taking reasonable steps to maintain the security and control of your Account. The Company may require you to enable multi- factor authentication and provide a phone number or an alternate email for security purposes. The Company assumes no responsibility for any loss that you may sustain due to a compromise of your account login credentials, or your failure to follow or act on any notices or alerts that we may send to your email address or telephone number. You are responsible for keeping your email address and telephone number up to date in order to receive any notices or alerts that we may send you, and you are also responsible for carefully reviewing any messages purporting to be from the Company to ensure they are legitimate. We assume no responsibility if you are unable to access your Account because you cannot provide the appropriate login credentials, such as a password, email address, or telephone number. If you suspect that your Account or any of your security details have been compromised, please contact your account administrator.

5.3 Email/SMS/Push Notification Policies. By using our Services, you consent to receive email, SMS, or push notifications from us related to your account activity, service updates, promotional offers, and other administrative or business-related communications. You may opt out of receiving promotional communications at any time by following the unsubscribe instructions provided in those communications. However, even if you opt out of promotional messages, we may still send you administrative and service- related communications necessary to provide you with the Services. The company also notes that these messages may come from other parties employed by the company to facilitate its business.

6. User Conduct.

You must use the Services and Software responsibly and not misuse the Services and Software. For example, you must not:

6.1 Use the Services and Software without, or in violation of, a written license or agreement with the Company;

6.2 Copy, modify, host, stream, sublicense, or resell the Services and Software;

6.3 Enable or allow others to use the Services and Software using your account information;

6.4 Offer, use, or permit the use of or access to the Services and Software in a computer services business, third-party outsourcing service, on a membership or subscription basis, on a service bureau basis, on a time sharing basis, as a part of a hosted service, or on behalf of any third party;

6.5 Construct a database or dataset using, including, or comprised of the Content Files;

6.6 Access or attempt to access the Services and Software by any means other than the interface we provide or authorize;

6.7 Circumvent any access or use restrictions put into place to prevent certain uses of the Services and Software;

6.8 Share Content, or otherwise engage in behavior that violates anyone's Intellectual Property Rights. “Intellectual Property Rights" means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights;

6.9 Share any Content or engage in behavior that is unlawful, harmful, threatening, obscene, violent, abusive, tortious, defamatory, libelous, vulgar, lewd, invasive of another's privacy, hateful, or otherwise objectionable;

6.10 Share any Content that sexualizes minors or that is intended to facilitate inappropriate interactions with minors, other users, or the public;

6.11 Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, including not disclosing an applicable sponsorship or endorsement relationship when you leave a review;

6.12 Attempt to disable, impair, or destroy the Services and Software;

6.13 Upload, transmit, store, or make available any Content, or code that contains any viruses, malicious code, malware, or any components designed to harm or limit the functionality of the Services and Software;

6.14 Disrupt, interfere with, or inhibit any other user from using the Services and Software (such as stalking, intimidation, harassment, or incitement or promotion of violence or self-harm);

6.15 Engage in chain letters, junk mail, pyramid schemes, phishing, spamming, or other unsolicited messages;

6.16 Engage in fraudulent activities, such as payment and refund fraud;

6.17 Place an advertisement of any products or services in the Services except with our prior written approval;

6.18 Use any data mining or similar data gathering and extraction methods in connection with the Services and Software, including data scraping for machine learning or other purposes;

6.19 Artificially manipulate or disrupt the Services and Software;

6.20 Violate applicable law.

7. Fees And Payment.

7.1 Taxes and Third-Party Fees. You must pay any applicable taxes and third-party fees. We are not responsible for these fees. Contact your financial institution with questions about fees. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses.

7.2 Credit Card Information. You authorize us or our authorized vendor(s) to store your payment method and use it in connection with your use of the Services and Software as described in your Subscription and Cancellation Terms. To avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information. You authorize us or our authorized vendor(s) to continue billing and charging your account for amounts owed with the information that we obtain.

8. Your Warranty And Indemnification Obligations.

8.1 Warranty. You must have: (A) all necessary licenses and permissions to use and Share your Content; and (B) the rights necessary to grant the licenses in the Terms.

8.2 Indemnification. You agree to indemnify, defend, and hold harmless the Company, its subsidiaries, affiliates, officers, agents, employees, partners, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or related to (a) your use of the Services and Software, including, but not limited to your content, your interactions with any other users, and your use of third-party services; (b) your breach of these Terms; or (c) your violation of any applicable law, regulation, or third-party rights. This indemnification obligation will survive termination of these Terms and your use of the Services.

9. Disclaimers Of Warranties.

9.1 Unless stated in the Additional Terms, the Services and Software are provided “AS-IS.” To the maximum extent permitted by law, the Company, its affiliates, and third-party providers ("Covered Parties”) disclaim all warranties, express or implied, including the implied warranties of non- infringement, merchantability, and fitness for a particular purpose. The Covered Parties make no commitments about the content within the Services. The Covered Parties further disclaim any warranty that (A) the Services and Software will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (B) the results obtained from the use of the Services and Software will be effective, accurate, or reliable; (C) the quality of the Services and Software will meet your expectations; or (D) any errors or defects in the Services and Software will be corrected.

9.2 The Covered Parties specifically disclaim all liability for any actions resulting from your use of any Services and Software. You may use and access the Services and Software at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use of and access to any Service and Software.

9.3 If you post your Content on our servers to publicly Share through the Services, the Covered Parties are not responsible for: (A) any loss, corruption, or damage to your Content; (B) the deletion of Content by anyone; or (C) the inclusion of your Content by third parties on other websites or in other media.

10. Limitation Of Liability.

10.1 Unless stated in the Additional Terms, in no event shall the Covered Parties be liable to you or anyone else for any special, incidental, indirect, consequential, moral, exemplary or punitive damages whatsoever, regardless of cause, including losses and damages (A) resulting from loss of use, data, reputation, revenue, or profits; (B) based on any theory of liability, including breach of contract or warranty, negligence, or other tortious action; or (C) arising out of or in connection with your use of or access to the Services and Software. Nothing in the Terms limits or excludes our liability for gross negligence, intentional misconduct of the Company or its employees, death, or personal injury.

10.2 Our total liability in any matter arising out of or related to the Terms is limited to US $50 per subscription. Our suppliers will have no liability in any matter arising out of or related to the Terms.

10.3 These limitations and exclusions in this section 10 (Limitation of Liability) apply to the maximum extent permitted by law even if (A) a remedy does not fully compensate you for any losses or fails of its essential purpose; or (B) the Covered Parties knew or should have known about the possibility of damages.

10.4 The Terms set forth the entire liability of the Covered Parties as well as your exclusive remedy with respect to access and use of the Services and Software.

10.5 To the maximum extent permitted by applicable law, the Covered Parties shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if the Company has been advised of the possibility of such damages), arising from or related to your use of, or inability to use, the Services or Software. The Covered Parties' total liability for any claim related to the Services shall not exceed the total amount of fees paid by you to the Company for the prior [Number] months.

11. Termination.

11.1 Termination by You. You may cancel your subscription and terminate your use of the Services and Software at any time. Cancellation or termination of your account does not relieve you of any obligation to pay any outstanding fees associated with your subscription, including, but not limited to early cancellation fees.

11.2 Termination by Us. Unless stated in the Additional Terms, we may at any time immediately terminate or suspend your right to use and access the Services and Software, without refunds for any pre-paid fees, if in the Company's sole discretion: (A) you breach any provision of the Terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms); (B) you fail to make the timely payment of fees for the Services and Software, if any; (C) you physically, verbally, or through other means abuse, threaten, bully, or harass us or our personnel (in such circumstances, we may alternatively suspend or restrict your access to the Services and Software); (D) you have repeatedly made complaints in bad faith or without a reasonable basis, and continue to do so after we have asked you to stop (in such circumstances, we may alternatively suspend or restrict your access to the Services and Software); (E) continuing to provide the Software or Services to you would violate any applicable law; (F) we elect to discontinue the Services and Software, in whole or in part if it becomes impractical for us to continue offering Services in your region due to change of law, or other reason; or (G) there has been an extended period of inactivity in your free account If we terminate the Terms, or your use of the Services and Software for reasons other than for cause, as listed above, we will make reasonable efforts to notify you via the email address you provide to us, at least thirty (30) days prior to termination. Upon termination by us, you may lose access to your Content. If you believe your Account has been deactivated in error, you may submit an appeal by following the process outlined when you attempt to log into your account.

11.3 Survival. Upon the expiration or termination of the Terms, some or all of the Services and Software may cease to operate without prior notice. Your indemnification obligations, our warranty disclaimers and limitations of liabilities, and the dispute resolution provisions stated in the Terms will survive.

12. Trade Sanctions And Export Control Compliance.

The Services and Software, and your use of them, are subject to laws, restrictions, and regulations of the United States and other jurisdictions that (A) govern the import, export, and use of the Services and Software; and (B) may, in the Company's sole discretion, prohibit us from providing the Services and Software to you with or without notice, in which case no refunds will be provided for any pre-paid fees. By using the Services and Software, you agree to comply with all such laws, restrictions, and regulations, and you warrant that you are not prohibited from receiving the Services and Software by the laws of any jurisdiction. Additionally, you agree not to upload to or transmit over any Services or Software any content that is controlled for export from the United States (including technical data controlled under the US International Traffic in Arms Regulations and technology controlled under the US Export Administration Regulations) without prior written approval from the Company.

13. Dispute Resolution, Class Action Waiver, Arbitration Agreement.

13.1 Notice of Claim and Required Information Dispute Resolution Process. If you have any concern or dispute that the Company's Customer Care is unable to resolve (“Claim”), you agree to first try to resolve the dispute informally and in good faith by contacting us and providing a written Notice of Claim to the address provided in section 18.2 (Notice to the Company). The Notice of Claim must provide the Company with fair notice of your identity, a description of the nature and basis of your Claim, and the relief you are seeking, including the specific amount of any monetary relief you are seeking, and cannot be combined with a Notice of Claim for other individuals. If any dispute related to your Claim is not resolved within 60 days of receipt, any resulting legal actions must be resolved through either small claims court or final and binding arbitration, including any dispute about whether arbitration is required for the dispute, subject to the exceptions set forth below. Neither party shall initiate legal action until 60 days after the Notice of Claim is received. This agreement to arbitrate shall apply, without limitation, to all claims that arose or were asserted before the effective date of the Terms. The arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of the Terms or formation of the Terms, including whether any dispute between us is subject to arbitration (i.e., the arbitrator will decide the arbitrability of any dispute) and whether all or any part of these Terms are void or voidable. Claims related to the Terms, Services, or Software are permanently barred if not brought within one year of the event resulting in the Claim.

13.2 No Class Actions. You may only resolve disputes with us on an individual basis, and you may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Nonetheless, if any portion of this class action waiver is deemed unenforceable or invalid as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.

13.3 Arbitration Rules. There will be one arbitrator that you and the Company mutually select. The arbitration will be conducted in the English language. Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over you and us. In the event of a conflict between the rules of the arbitration provider and the Terms, including with respect to the assessment of the fees and costs of arbitration, the Terms will govern.

13.4 Arbitration Fees and Costs. Payment of all filing, administration, and arbitrator fees and costs of arbitration will be governed by the rules of the arbitration provider, except that to the extent that you bring a Claim as part of a Coordinated Action, we agree that the parties will equally share all of the fees and costs of arbitration (to the extent that allocation is not already required under applicable rules). For purposes of this section, a “Coordinated Action” is any action in which you are represented by a law firm or collection of law firms that has filed numerous coordinated individual arbitration demands of the same or similar nature against the Company within a short time. If the arbitrator finds that either the substance of a Claim or the relief sought in arbitration was frivolous, or a Claim was brought for an improper purpose, the parties may seek to re- allocate the fees and costs of arbitration, according to the rules of the arbitration provider.

13.5 Exceptions to Arbitration – Small Claims and Injunctive Relief. If either party files a Claim in arbitration that could have been brought in small claims court, the other party may provide notice that it wants the case decided in small claims court before the appointment of an arbitrator, and the arbitrator shall administratively close the case before assessing any fees, and the party bringing the Claim must proceed in small claims court in lieu of arbitration. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Claim should proceed in arbitration. Additionally, either party shall be entitled to apply for preliminary injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction, such as in the event of your or others' unauthorized access to or use of the Services or Software in violation of the Terms. If a party has a dispute in which they seek to obtain both preliminary injunctive relief and other forms of relief, the party may go to court to seek preliminary injunctive relief but must arbitrate its claims or seek relief in small claims court for all other forms of relief.

14. Updates To Services And Software And Availability.

14.1 Updates to the Services and Software. We may modify, update, or discontinue the Services and Software (including any portions or features), which modifications, updates or discontinuations may, for clarity, be detrimental or result in a diminishment of value to you, at any time, without liability to you or anyone else. For changes to paid offerings that are detrimental or result in a material diminishment of value to you, we will make reasonable efforts to notify you of such modification, update, or discontinuation. If we discontinue the Services or Software in its entirety, we will use reasonable efforts to allow you to transition your Content, and we may provide you with a pro rata refund for any unused fees for that Service or Software that you prepaid.

14.2 Availability. Our webpages may be accessible worldwide, but this does not mean all Services and Software are available in your country or that user-generated content available via the Services and Software is legal or available in your country. Access to certain Services (or certain Service features) or Software in certain countries may be blocked by us or foreign governments. It is your responsibility to make sure your use of the Services and Software is legal or available where you use them. Services and Software are not available in all languages.

15. No Modifications, Reverse Engineering, Artificial Intelligence/Machine Learning (AI/ML).

Certain elements of the Services and Software constitute our (or our licensors') confidential information. Except as expressly permitted in the Terms, you may not (and will not allow third parties to) (A) modify, port, adapt, or translate any portion of the Services or Software; (B) reverse engineer (including but not limited to monitoring or tracking the inputs and outputs flowing through a system or an application in order to recreate that system), decompile, disassemble, or otherwise attempt to discover, within any Service or Software, the source code, data representations or underlying algorithms, processes, methods, and any other portion of such Service or Software; or (C) use, or allow third parties to use, the Services or Software (including any architectures, models, or weights [which is considered the Company's confidential and proprietary information]), or any content, data, output, or other information received or derived from the Services or Software, to directly or indirectly create, train, test, or otherwise improve any machine learning algorithm or artificial intelligence system that mimics or performs any function substantially similar to any function contained within the Services or Software.

16. Miscellaneous.

16.1 English Version. The English version of the Terms will be the version used when interpreting or construing the Terms.

16.2 Notice to You. We may notify you by your email or postal mail associated with your account, postings within the Services, or other legally accepted means. It is your responsibility to keep your account information current to receive notifications.

16.3 Non- Assignment. You may not assign or otherwise transfer the Terms or your rights and obligations under the Terms, in whole or in part, without our written consent, and any such attempt will be void. We may assign or transfer our rights under the Terms to a third party without your consent.

16.4 Headings. Headings used in the Terms are provided for convenience only and will not be used to construe meaning or intent.

16.5 Severability. If any provision of the Terms is held invalid or unenforceable for any reason, the remainder of the Terms will continue in full force and effect and such provision shall be ineffective only to the extent of such invalidity or unenforceability.

16.6 No Waiver. Our failure to enforce or exercise any provision of the Terms is not a waiver of that provision.

16.7 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation (other than your payment obligations) under the Terms if the delay or failure is due to unforeseen events, which occur after the effectiveness of the Terms and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, internet or network outages, hacking, phishing, viruses, software errors, hardware failures, power failures, or other issues outside of the direct control of either party. We disclaim all liability related to any interruptions or issues that arise due to any issues that are covered in this force majeure clause.

16.8 Governing Law and Venue. These Terms and all matters arising out of or relating to them, will be governed by and construed in accordance with the laws of the State of Texas, U.S.A., without regard to its conflict of laws provisions. You agree that any legal suit, action, or proceeding arising out of or related to these Terms shall be instituted exclusively in the federal or state courts located in Houston, Texas, U.S.A., and you waive any objection to the venue or jurisdiction of such courts.

17. Service Level Agreement (SLA).

17.1 We aim to provide the Services on a reasonable basis 24 hours a day, 7 days a week, except for planned downtime for maintenance and upgrades. However, we make no guarantees of uptime or availability, and we do not guarantee that our Services will be available at all times, nor that they will always operate without interruption or errors. This SLA is for information purposes only and the company shall not be held liable if it fails to meet the percentages below. We will make reasonable efforts to maintain a service availability of 99.5% per month, excluding scheduled maintenance and outages caused by events outside of our control. We make no other warranties regarding the uptime or availability of the Service. Your only recourse for any downtime issues is to terminate your use of the Service. Scheduled maintenance will generally occur between 6pm and 12am CST on Saturday and or Sunday each week, but we reserve the right to schedule maintenance at any time without notice. We will provide reasonable notice of scheduled maintenance when practicable. We do not provide any guarantees for response time from our support staff.

support@cobracoresoftware.com