The information we collectCorrus collects a variety of information that you provide directly to us. We process your information when necessary to provide you with the Services that you have requested when accepting our Terms of Service, or where we have obtained your prior consent, or where we have a legitimate interest to do so. For example, we may have a legitimate interest to process your information for security, testing, maintenance, and enhancement purposes of the Services we provide to you, or for analytics, research, and reporting purposes. Without your information, we cannot provide you with the Services you have requested or you may be limited in your use of the Services.
Information you provide to usCorrus collects information from you through:
1.Account and product registration and administration of your account. 2.The Corrus Services that you use. 3.Requests or questions you submit to us via forms or email (e.g., support forms, sales forms, sign up forms). 4.Your communications and dealings with us. 5.Requests for customer support and technical assistance.
The types of information we collect will depend upon the Services you use, how you use them, and what you choose to provide. The types of data we collect directly from you may include: – Name, address, telephone number and email address, photograph (optional information) that you choose to add to your account. This becomes a part of your profile details. Login details and password if you create Corrus account. Any email requests or questions you submit to us.
In using the Services, you may upload or input various types of content, including but not limited to: tasks, attachments, case names, team names, and activity streams. If you are using the Services about an account created by a Corrus Customer (e.g., employer, organization, or an individual), we collect and process the Content you submit on behalf of the Customer. As described more throughout this Policy, our Customers, and not Corrus, determine their own policies regarding storage, access, modification, deletion, sharing, and retention of Content which may apply to your use of the Services. For example, a Customer may provide or remove access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign teams, or share cases. Please check with the Customer about the policies and settings that they have instituted with respect the Content that you provide when using the Services. Payment Information. If you are a user of our paid premium service, we will utilize a third-party credit card payment processing company to collect payment information, including your credit card number, billing address and phone number. The third-party service provider, and not Corrus, stores your payment information on our behalf.
If you choose to use our invitation service to invite a colleague to the Services, we will ask you for that person’s contact information, which may include their email address and automatically send an invitation. Corrus stores the information you provide to send the invitation, to register your co-workers if your invitation is accepted, and to track the success of our invitation service.
Information we automatically collectWhen you use our Services that connect to the Internet, including, but not limited to, when you access the Services via our websites, your mobile devices, and Corrus application, we automatically collect certain information as described in this Section. As discussed further below, we and our service providers (which are third party companies that work on our behalf to provide and enhance the Services) use a variety of technologies, including cookies and similar tools, to assist in collecting this information.
When you use the Services, our servers automatically record certain information in server logs. These server logs may include information such as your web request, Internet Protocol (“IP”) address, browser type and settings, referring / exit pages and URLs, number of clicks and how you interact with links on the Services, metadata associated with uploaded Content, domain names, landing pages, pages viewed, mobile carrier, date and time stamp information and other such information.
When you access the Services using a mobile device, we collect specific device information, including your MAC address and other unique device identifiers. We also collect information such as the type of device you are using, its operating system, and mobile network information, which may include your mobile phone number. We may associate this device identifier with your account and will use data associated with your device identifier to customize our Services to your device and to analyze any device-related issues.We collect and process general information about the location of the device from which you are accessing the Service (e.g., approximate geographic location inferred from an IP address).
Information we collect from third-party integrationsIf you choose to use third-party integrations (e.g., OneDrive, Microsoft Teams, Slack) through the Services or are required to do so by a Customer, such providers may allow us and our service providers to have access to and store additional information about your interaction with those services and platforms as it related to use of the Services. If you do not wish to have this information shared, do not initiate these connections.
Information we collect from affiliates and non-affiliated third partiesCorrus may receive additional information about you, such as demographic information, from affiliates under common ownership and control, and from third parties, such as business partners, marketers, researchers, analysts, and other parties that we may use to supplement the information that we collect directly from you.
Collection of information across devicesSometimes, we may use the information we collect — for instance, usernames, IP addresses and unique mobile device identifiers — to locate or try to locate the same unique users across multiple browsers or devices (such as smartphones or tablets), or work with service providers that do this, in order to save your preferences across devices and analyze usage of the Services. If you wish to opt out of our ability to track you across devices, you may install the Google Analytics Opt-out Browser Add-on.
1. Complete a purchase or provide the services you have requested
2. Respond to your request for information and provide you with more effective and efficient customer service
3. Provide you with product updates and information about products you have purchased from us
4. Provide you with service notifications via email and within the Services based on your notification selections
5. Contact you by email, postal mail, or phone regarding Corrus and third-party products, services, surveys, research studies, promotions, special events and other subjects that we think may be of interest to you
6. Customize the advertising and content you see
7. Help us better understand your interests and needs, and improve the Services
8. Synthesize and derive insights from your use of different Corrus products and services
9. Engage in analysis, research, and reports regarding use of our Services
10. Provide, manage, and improve the Services
11. Protect our Services and our users
12. Understand and resolve app crashes and other issues being reported
You can exercise certain control how your Content is used by/shared with others via your settings on the Services. Corrus may view and share your Content only as necessary (i) to maintain, provide and improve the Service; (ii) prevent or address technical or security issues and resolve support requests; (iii) if we have a good faith belief, or have received a complaint alleging, that such Content is in violation of our Acceptable Use Guidelines; (iv) as reasonably necessary to allow Corrus to comply with or avoid the violation of applicable law or regulation; (v) to comply with a valid legal subpoena, request, or other lawful process that meets the requirements of our Law Enforcement Guidelines; and (vi) as set forth in our Subscription Agreement with the Customer or as expressly permitted in writing by the Customer. We may also analyze your User Content in aggregate and on an anonymized basis, in order to better understand the manner in which our Service is being used.You consent that, for the purposes discussed in this Policy, we may combine the information that we collect through the Services with information that we receive from other sources, both online and offline and use such combined information in accordance with this Policy. Aggregate/De-Identified Data. We may aggregate and/or de-identify information collected through the Services so that such information can no longer be linked to you or your device (“Aggregate/De-Identified Information”). We may use Aggregate/De-Identified Information for any purpose, including without limitation for research and marketing purposes, and may also share such data with any third parties, including advertisers, promotional partners, sponsors, event promoters, and/or others. By using the Services, you consent to such use.
Online analytics and Advertising
Online AdvertisingThird parties or affiliates may administer Corrus banner advertising programs and other online marketing on non-Corrus websites and services. To do so, these parties may set and access first-party cookies delivered from an Corrus domain, or they may use third-party cookies or other tracking mechanisms. For example, a third-party provider may use the fact that you visited the Corrus website to target online ads for Corrus services to you on non-Corrus websites. Or a third-party ad network might collect information on the Services and other websites to develop a profile of your interests and target advertisements to you based on your online behavior. These parties that use these technologies may offer you a way to opt out of ad targeting as described below. You may receive tailored advertising on your computer through a web browser. If you are interested in more information about tailored browser advertising and how you can generally control cookies from being put on your computer to deliver tailored advertising, you may visit the Network Advertising Initiative’s Consumer Opt-Out link or the Digital Advertising Alliance’s Consumer Opt-Out link to opt-out of receiving tailored advertising from companies that participate in those programs. To opt out of Google Analytics for display advertising or customize Google display network ads, you can visit the Google Ads Settings page. Please note that we do not control any of the above opt-out links or whether any particular company chooses to participate in these opt-out programs. We are not responsible for any choices you make using these mechanisms or the continued availability or accuracy of these mechanisms.
Notice Concerning Do Not Track
There is no uniform or consistent standard or definition for responding to, processing, or communicating Do Not Track signals. At this time the Services do not function differently based on a user’s Do Not Track signal.
How we share your informationCorrus will share your information in the following ways:
Third party links and servicesThe Services contain links to third-party websites such as social media sites, and also contain third-party integrations. If you choose to use these sites or integrations, you may disclose your information not just to those third-parties, but also to their users and the public more generally depending on how their services function. Because these third-party websites and services are not operated by Corrus, Corrus is not responsible for the content or practices of those websites or services. The collection, use, and disclosure of your personal and other information will be subject to the privacy policies of the third-party websites or services, and not this Policy. We urge you to read the privacy and security policies of these third-parties.
How long we store your informationWe will retain your information for the period necessary to fulfill the purposes outlined in this Policy unless a longer retention period is required or permitted by law.
Customer and Authorized Users
Use of the ServicesCustomer must comply with the Contract and ensure that its Authorized Users comply with the Contract and the User Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We aren’t responsible for the content of any Customer Data or the way Customer or its Authorized Users choose to use the Services to store or process any Customer Data. The Services are not intended for and should not be used by anyone under the age of 13. Customer must ensure that all Authorized Users are over 13 years old. Customer is solely responsible for providing high speed internet service for itself and its Authorized Users to access and use the Services.
Our Removal RightsIf we believe that there is a violation of the Contract that can simply be remedied by Customer’s removal of certain Customer Data or Customer’s disabling of a Non-Corrus Product, we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.
Payment TermsFor Customers that purchase our Services, fees are specified at the Services interface “check-out” and in the Order Form(s) — and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. For clarity, in the event Customer downgrades any subscriptions from a paid plan to a free plan, Customer will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term. Check out our Help Center pages for more information about payment options. If we agree to invoice Customer by email, full payment must be received within thirty (30) days from the invoice date. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income.
Fair Billing PolicyBy subscribing to the Service and providing payment account information, Customer agrees to these payment terms and conditions. If Customer subscribes to the Service under any promotional subscription fee, some additional restrictions may apply. These restrictions, if any, will be provided to Customer before Customer signs up for the Service that is subject to the promotion. Free or discounted introductory offers are only available to new users of the Service, except where expressly stated. Fees are non-refundable except as required by law or as explicitly set forth herein. Customer will pay all applicable fees when due and, if such fees are being paid via credit card or other electronic means, Customer authorizes Corrus to charge such fees using Customer’s selected payment method. By default, customer accounts are set to auto-renew and require recurring payments. Fees will be charged on an annual or monthly basis based on Customer’s subscription. Corrus may automatically charge Customer for such renewal on or after the renewal date associated with Customer’s account unless Customer has terminated the Service or Corrus terminates the Service. Customer must cancel the Service prior to its renewal date in order to avoid billing of the next period’s fee. If Customer chooses to cancel the Service, Customer may use the Service until the end of the current period but will not be issued a refund for the most recently (or any previously) charged fees. Customer can cancel Service anytime online by going into the Team account settings prior to its renewal date. Corrus may revise fee rates and/or the billable amount structure for the Service from time to time and will provide Customer’s designated administrator(s) with email notice of any changes in fees at least thirty (30) days prior. Customer is responsible for providing complete and accurate billing information to Corrus. Customer will be billed for the appropriate plan based on the total number of unique users, including those with limited access. Corrus may suspend or terminate Customer’s use of the Service if fees become past due. Customer is responsible for all taxes (excluding taxes on Corrus’s net income) and Corrus will charge tax when required to do so by law. If Customer requires the use of a purchase order or purchase order number, Customer (a) must provide the purchase order number at the time of purchase; and (b) agrees that, except for any amendments to this Subscriber Agreement that are clearly marked as such on the face of the Purchase Order, any terms and conditions on a Customer purchase order that conflict with this Subscriber Agreement will not apply and are null and void.
CreditsAny credits that may accrue to Customer’s account (for example, from a promotion or application of the Fair Billing Policy), will expire following expiration or termination of the applicable Contract, will have no currency or exchange value, and will not be transferable or refundable. Credits accrued to a team on a free subscription plan will expire if the team’s plan is not upgraded to a paid plan within one-hundred and eighty (180) days of accrual. For more information on credits, please see the Help Center.
Downgrade for Non-PaymentIf any fees owed to us by Customer (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, downgrade any fee- based Services to free plans until those amounts are paid in full, so long as we have given Customer ten (10) or more days’ prior notice that its account is overdue. Notwithstanding the second paragraph of the “Providing the Services” section below, Customer acknowledges and agrees that a downgrade will result in a decrease in certain features and functionality and potential loss of access to Customer Data, as illustrated by comparing the plans in the Pricing Guide.
Providing the ServicesCustomer isn’t the only one with responsibilities; we have some, too. We will (a) make the Services available to Customer and its Authorized Users as described in the Contract; and (b) not use or process Customer Data for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Contract. Be assured that (a) the Services will perform materially in accordance with our then-current Help Center pages; and (b) subject to the “ Non-Corrus Products” and “Downgrade for Non-Payment” sections , we will not materially decrease the functionality of a Service during a subscription term. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in the sections titled “Termination for Cause” and “Effect of Termination”.
Keeping the Services AvailableAs further described in our Help Center pages, for some of our Services, we also offer specific uptime commitments paired with credits, if we fall short. In those cases, the credits will serve as what the lawyers call liquidated damages and will be Customer’s sole remedy for the downtime and related inconvenience. For all Service plans, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide Customer with advance notice (e.g., through the Services), if we think it may exceed five (5) continuous minutes.
How do we protect your informationThe protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards at a level not materially less protective than as described in our Security Practices page. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control or when Customer chooses to use unencrypted gateways (e.g., IRC/XMPP clients) to connect to the Services. We are not responsible for what Customer’s Authorized Users or Non-Corrus Products do with Customer Data. That is Customer’s responsibility.
The Corrus Extended FamilyWe may leverage our employees, those of our corporate affiliates and third party contractors (the “Corrus Extended Family”) in exercising our rights and performing our obligations under the Contract. We will be responsible for the Corrus Extended Family’s compliance with our obligations under the Contract.
Ownership and Proprietary Rights
What’s Yours is Yours…As between us on the one hand, and Customer and any Authorized Users on the other, Customer will own all Customer Data. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorized Users) grants us and the Corrus Extended Family a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, and any Non-Corrus Products created by or for Customer, only as reasonably necessary (a) to provide, maintain and improve the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law or as permitted by the Data Request Policy; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.
And What’s Ours is OursWe own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract and the User Terms. All of our rights not expressly granted by this license are hereby retained.
Term and Termination
Contract TermAs further described below, a free subscription continues until terminated, while a paid subscription has a term that may expire or be terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Order Forms. Auto-Renewal Unless an Order Form says something different, (a) all subscriptions automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Order Form) for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.
Termination for CauseWe or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of this Contract caused by its Authorized Users. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law.
Termination Without CauseCustomer may terminate its free subscriptions immediately without cause. We may also terminate Customer’s free subscriptions without cause, but we will provide Customer with thirty (30) days prior written notice.
Effect of TerminationUpon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination. Data Portability and Deletion We are custodians of Customer Data. During the term of a team’s subscriptions, Customer will be permitted to export or share certain Customer Data from the Services; provided, however, that because we have different products with varying features and Customer has different retention options, Customer acknowledges and agrees that the ability to export or share Customer Data may be limited or unavailable depending on the type of Services plan in effect and the data retention, sharing or invite settings enabled. Following termination or expiration of a team’s subscriptions, we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control. Please review our Security Practices page for more information on how Customer itself can initiate deletion. Representations; Disclaimer of Warranties Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of this Contract and the User Terms. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
Limitation of LiabilityOTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER’S OR THE CORRUS EXTENDED FAMILY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE. IN NO EVENT WILL EITHER CUSTOMER OR ANY MEMBER OF THE CORRUS EXTENDED FAMILY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. The Services support logins using two-factor authentication (“2FA”), which is known to reduce the risk of unauthorized use of or access to the Services. We therefore will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else if any event leading to such damages, losses or liability would have been prevented by the use of 2FA. Additionally, Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorized Users. We will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services. The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.
Our Indemnification of CustomerWe will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement we approve of in connection with, a Claim Against Customer; provided, however, that we will have no liability if a Claim Against Customer arises from (a) Customer Data or Non-Corrus Products; and (b) any modification, combination or development of the Services that is not performed by us, including in the use of any application programming interface (API). Customer must provide us with prompt written notice of any Claim Against Customer and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such matter. This section states our sole liability with respect to, and Customer’s exclusive remedy against us and the Corrus Extended Family for, any Claim Against Customer.
Customer’s Indemnification of UsCustomer will defend Corrus and the members of the Corrus Extended Family (collectively, the “Corrus Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its Authorized Users’ violation of the Contract or the User Terms (a “Claim Against Us”), and will indemnify the Corrus Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a Corrus Indemnified Party in connection with or as a result of, and for amounts paid by a Corrus Indemnified Party under a settlement Customer approves of in connection with, a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter. This section states your sole liability with respect to, and the Corrus Indemnified Parties’ exclusive remedy against Customer for, any Claim Against Us.
Limitations On IndemnificationsNotwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.
Confidential InformationEach party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
Protection and Use of Confidential InformationThe Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract ; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.
Compelled Access or DisclosureThe Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. Without limiting the foregoing, please review the Data Request Policy for details on how requests may be made for the disclosure of Customer Data and how we will handle those requests. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
SurvivalThe sections titled “Feedback is Welcome,” “Non-Corrus Products,” “Our Removal Rights,” “Payment Terms,” “Credits,” “The Corrus Extended Family,” “What’s Yours is Yours …,” “And What’s Ours is Ours,” “Effect of Termination,” “Data Portability and Deletion,” “Representations; Disclaimer of Warranties,” “Limitation of Liability,” “Our Indemnification of Customer,” “Customer’s Indemnification of Us,” “Limitations on Indemnifications,” “Confidentiality” and “Survival,” as well as all of the provisions under the general heading “General Provisions,” will survive any termination or expiration of the Contract.
PublicityCustomer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so Customer may send us an email to email@example.com stating that it does not wish to be used as a reference.
Force MajeureNeither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-ofservice attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
Relationship of the Parties; No Third Party BeneficiariesThe parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.
Email and Corrus MessagesExcept as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Customer through the Services. Notices (including legal notices, such as notices of termination or an indemnifiable claim) to Corrus will be sent to support@Corrus.com. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.
ModificationsAs our business evolves, we may change these Customer Terms and the other components of the Contract (except any Order Forms). If we make a material change to the Contract, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s account or by messaging Customer through the Services. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions. Waiver No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
SeverabilityThe Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.
AssignmentExcept with respect to the Corrus Extended Family, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying Corrus of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Governing LawThe Contract, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.
Venue; Waiver of Jury Trial; FeesThe state and federal courts located in San Francisco County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Contract. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
Entire AgreementThe Contract, including these Customer Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Order Form (if any), (2) the portions of the Customer-Specific Supplement that apply to Customer (if any), (3) the Customer Terms and (4) finally any other documents or pages referenced in the Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.
Corrus, 600 California St, San Francisco, CA 94108, USA