Last Updated February 25, 2022
These Master Terms of Service, together with an executed order for services (“Order”) and any other documentation or agreements incorporated herein by reference (collectively “Agreement”), contain the terms and conditions that govern Your access to and use of the Chronus offerings as further described in each Order and our mobile application, including any software we provide to You as part of Our mobile application (collectively “Mobile Application”) (Chronus offerings and Mobile Application collectively, the “Services”). This Agreement is effective as set forth in each Order and is an agreement between Chronus LLC and its affiliates (“Chronus,” “We,” “Us” or “Our”) and the customer set forth in the Order (“You” or “Your”). To the extent there is a conflict between these Master Terms of Service and the Order, the terms of the Order will govern.
3.1. You will, and will ensure Your Users, use the Services for lawful purposes only and in accordance with this Agreement. You are responsible for Your Content (defined below) and the use of the Services by Your Users. If You become aware of any violation of obligations under this Agreement by a User, You will immediately terminate such User’s access to the Services. Through the Services ,You and Your Users are able to upload (or have Us upload on Your behalf) text, images and data. All such content that is uploaded by You or provided to Us by You is deemed “Your Content.” Your Content includes all information related to Your Users (including, e.g., User names, job titles, etc.). You retain all title to, and except as expressly licensed herein, all rights to your Content. You will not and will not permit your Users to upload, provide access to, or otherwise transmit through the Services any material which violates or infringes in any way upon the rights of others, which is unlawful, which encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law. You are responsible for protecting the confidentiality of User password(s), if any. You are solely responsible for all of Your Content. You grant Us a non-exclusive, non-transferable, non-sublicensable license to use Your Content solely in connection with Our provision of the Services.
3.2. Chronus will, if requested by You, include additional terms applicable as between You and Your Users (such as an AUP provided by You). To the extent that You (i) collect any Personal Data (as defined below) from Users or (ii) use any of the Users’ Personal Data as input into the Services, You shall provide Chronus with a privacy policy setting forth Your privacy practices in respect of such Personal Data. Such privacy policy and practices must comply with applicable law (including, without limitation, all applicable data privacy laws).
3.3. We will provide the Services in accordance with the Service Level Agreement set forth in Exhibit A.
3.4. You are responsible for providing support services (if any) to Your Users. We do not provide any support or services to Your Users without a separate written agreement.
3.5. You shall not direct or advertise the Services to individuals under the age of thirteen without Our prior written consent.
5.1. You or your Users’ use of the Services: (i) poses a security risk to the Services or any third party; (ii) may adversely impact the Services or the content of any other third party; (iii) may subject Us or any third party to liability or (iv) may be fraudulent; or
5.2. Upon written notice if You are more than fifteen (15) days delinquent in Your payment obligations under Section 4.
5.3 If We suspend Your right to access the Services, Chronus will reinstate Customer’s access to the Services as soon as possible once the reason for suspension has been resolved. You remain responsible for all Fees incurred through the date of suspension. Our right to suspend Your or Your Users’ right to access or use the Services is in addition to Our right to terminate this Agreement.
6.1. Term. This Agreement is effective on the date set forth in the Order and will continue for the term set forth in the Order (“Initial Term”). After the Initial Term, the Order and the Agreement shall automatically renew as provided in the Order Form. The Initial Term and any Renewal Term shall be collectively known as the “Term.”
6.2. Termination. Either party may terminate this Agreement at any time, upon the uncured material breach of the other party, which such breach has not been cured within thirty (30) days’ notice thereof. Chronus shall additionally have the right to terminate this Agreement at any time in the event that You have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Customer assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. Upon termination of this Agreement, You shall discontinue Your use of the Services. Notwithstanding the foregoing, termination of this Agreement by Us shall not limit Your obligation to pay all Fees, nor restrict Us from pursuing any other remedies available to Us, including injunctive relief. The following provisions of this Agreement shall survive its termination: 5, 7, 8.3, 9 and 11-16. You will have thirty (30) days from the effective date of termination to remove Your Content contained in the Services. Your Content will be deleted after such thirty (30) days have passed.
7.1. Confidential Information. Each party shall retain in confidence all information provided to it by the other party pursuant to or in connection with this Agreement that the disclosing party identifies as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential (“Confidential Information”) and will make no use of such Confidential Information except as necessary to fulfill their respective obligations under the terms and during the Term of this Agreement. The parties shall treat the terms and conditions of this Agreement as confidential; however, either party may disclose such information in confidence to its legal and financial consultants as required in the ordinary course of that party’s business. Your Content is Your Confidential Information.
7.2. Exclusions. Confidential Information shall not include information that the receiving party can establish: (a) has entered the public domain without the receiving party’s breach of any obligation owed to the disclosing party; (b) is rightfully received by the receiving party from a third party without confidentiality restrictions; (c) is known to the receiving party without any restriction as to use or disclosure prior to first receipt by the receiving party from the disclosing party hereunder; or (d) is independently developed by the receiving party.
7.3. Disclosure Required By Law. If any applicable law, regulation or judicial or administrative order requires the receiving party to disclose any of the disclosing party’s Confidential Information (a “Disclosure Order”) then, unless otherwise required by the Disclosure Order, the receiving party shall promptly notify the disclosing party in writing prior to making any such disclosure, in order to facilitate the disclosing party’s efforts to protect its Confidential Information. Following such notification, the receiving party shall cooperate with the disclosing party, at the disclosing party’s reasonable expense, in seeking and obtaining protection for the disclosing party’s Confidential Information.
7.4. Personal Data. “Personal Data” means any data which (i) qualifies as “Personal Data”, “Personal Information”, “Personally Identifiable Information”, or any substantially similar term under applicable law and (ii) is processed by Chronus on behalf of Customer in connection with this Agreement. Other than as required by Chronus for use of the Services (generally name and email address) (“Required Personal Data”), no other Personal Data is required from You and/or Your Users for their use of the Services. You are solely responsible for the accuracy, quality, and legal compliance relating to the Personal Data that is entered into the Services. You acknowledge and agree that Chronus has no control over the nature (other than the Required Personal Data), scope, or origin of, or the means by which You acquire, Personal Data entered into the Services. You are further responsible for monitoring the use of Personal Data with the Services and complying with all applicable laws (including, without limitation, Data Protection Laws) in collecting and providing Personal Data to Us. To the extent applicable to the processing of Personal Data by Chronus under this Agreement, both Parties shall comply with Chronus’ Global Data Processing Addendum available at https://chronus.com/data-processing-agreement, which is hereby incorporated into this Agreement by reference (“DPA”). For purposes of this Section 7.4, the term “Data Protection Laws” has the meaning ascribed to it in the DPA.
7.5. Return/Destruction of Confidential Information. Upon termination of this Agreement for any reason each party shall promptly return, or if instructed by the other party, destroy all Confidential Information then in its possession, unless otherwise required by law. Notwithstanding anything to contrary herein, the parties shall not be obligated to erase Confidential Information that is contained in an archived computer system backup that was made in accordance with a party’s security and/or disaster recovery procedures; provided, however, that any such Confidential Information contained in such archived computer system backup shall continue to be subject to the terms and conditions of this Agreement.
7.6. Feedback. Any suggestions, comments, or other input You give to Us (“Feedback”), even if designated as confidential, will not create any confidentiality obligation for Us. We will be free to use, reproduce, license or otherwise distribute, and exploit Feedback to improve and enhance Our products, technology, services, documentation or otherwise.
8.1. Authority. Each party represents and warrants that it has the right to (a) enter into this Agreement and (b) grant the rights and licenses herein granted.
8.2. By You. You represent and warrant that Your performance under this Agreement, including, without limitation, the Content as collected and provided by You, will not violate any law, including any data privacy or security laws, or constitute an infringement or other violation of any copyright, trade secret, trade dress, trademark, patent, invention, mask works, proprietary information, nondisclosure and/or any other right of any third party. You will notify Us immediately in writing (electronic mail is permissible) in the event of any breach of the representations and warranties set forth in this Section 8.2.
8.3. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE HEREBY DISCLAIM ALL WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY., REASONABLE CARE, AND/OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR ARE OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE). TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE FURTHER DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, AND/OR REPRESENTATIONS OF TITLE AND NON-INFRINGEMENT.
EXHIBIT A
This Service Level Agreement sets the expectations for scope of support services, data backups and network uptime for the Services.
SERVICE LEVEL AGREEMENT – SCOPE OF SUPPORT SERVICES
Chronus will use timely and reasonable efforts to provide the following services for Customer during Regular Hours as defined below:
SERVICE LEVEL AGREEMENT – ERROR SEVERITY
ERROR SEVERITY LEVELS: Chronus will exercise timely and reasonable efforts to correct any Error (as defined below) reported in the current unmodified release of the Service in accordance with the Severity level reasonably assigned to such Error by You. Severity levels are defined below.
Severity 1 Errors — Chronus will promptly commence the following procedures upon notification of the problem during Regular Hours and upon confirmation by Chronus that the Error is a Severity 1 Error:
1. Within the first four (4) Regular Hours , Chronus will document and commence recreation and resolution of the problem;
2. If resolution has not been determined after the initial eight Regular Hours , Chronus will mobilize a technical team to troubleshoot the problem and define solution options;
a. Chronus will assign a company representative to oversee and report on all corrective action activities;
b. Chronus will notify You of problem resolution status and will report on the status every twelve (12) hours thereafter;
Severity 2 Errors — Chronus will exercise timely and reasonable efforts to provide a Fix as soon as an Error has been identified and the appropriate Fix developed.
Severity 3 (or lower) Errors—Chronus will exercise timely and reasonable efforts to include the Fix for the Error in a future release.
You are responsible for providing sufficient information and data to allow Us to readily reproduce all reported Errors. If Chronus believes that a problem reported by You may not be due to an Error in the Services, We will notify You.
DEFINITIONS
THESE TERMS AND CONDITIONS DEFINE A SERVICE ARRANGEMENT AND NOT A PRODUCT WARRANTY. THESE TERMS AND CONDITIONS DO NOT CHANGE OR SUPERSEDE ANY PROVISION OF ANY SUCH AGREEMENT.
SERVICE LEVEL AGREEMENT – BACKUPS
Hourly backup of data will be kept on hand for up to 90 days for recovery during disasters.
SERVICE LEVEL AGREEMENT – SERVICE AVAILABILITY
Chronus guarantees that the Chronus Mentor Service will be available for You 99.9% of the time in any calendar month (the “Chronus Mentor Service SLA”) during the course of the term of the agreement (‘Chronus Mentor Service Agreement’). You will be eligible for Service Credits if Chronus fails to meet the Chronus Mentor Service SLA.
SERVICE LEVEL AGREEMENT – SERVICE AVAILABILITY DEFINITIONS
Service unavailability – Service unavailability means the Chronus Mentor Service is not available to a valid user for more than five minutes. The following does not contribute towards unavailability calculations:
Scheduled downtime – A scheduled downtime shall occur only between 2:00 AM and 6:00 AM EST. You will be notified 48 hours ahead of the scheduled downtime if it will exceed 10 minutes.
Service Credit – If Chronus fails to meet the availability mentioned above, You may submit claim for a Service Credit. You must submit Service Credit request by email to legal@chronus.com that includes:
The claim must be received within thirty (30) business days following the end of the downtime. Chronus will consider all the available information reasonably available to it and make a good faith judgment on whether a service credit is owed. If Service Credit request is received after thirty (30) business days, it is at the discretion of Chronus to issue Service Credit.
The Service Credit shall be:
| MONTHLY UPTIME PERCENTAGE | SERVICE CREDIT |
| <99.9% | 15% of Monthly Percentage of Annual Subscription Fee (excludes one-time payments) |
Service Credit shall be issued to Customer’s Chronus balance for future use only. No refunds or cash value will be provided. Service Credits may not be transferred or applied to any other account.
SERVICE LEVEL AGREEMENT – AMENDMENT
Chronus reserves the right to amend the service level agreement from time to time, subject to prior written notice to the You of the proposed change and Your written approval within 30 days. If Customer does not reply within 30 days, changes will be deemed accepted. In the event of any amendment resulting in a material reduction of the service level agreement, You may elect to terminate this Agreement without penalty by providing Chronus written notice of such termination within 30 days following notice of such amendment.