Terms of Service

1. Agreement to These Terms

These Terms of Service ("Terms") are a legal agreement between you and CozziTech LLC ("CozziTech," "we," "us," or "our"). They govern your access to and use of the CozziTech website at cozzitech.com and the CozziTech software services, applications, and support that reference these Terms (together, the "Services"). By accessing the website, creating or using an account, or otherwise using the Services, you agree to these Terms. If you do not agree, do not use the Services.

If you are using the Services on behalf of an organization — an agency, a company, or another entity — you represent that you are authorized to bind that organization, and "you" means that organization.

2. What These Terms Cover

CozziTech offers several products, and they are not all alike. These Terms are the baseline agreement across them. Two things can sit on top of it:

• A signed agreement. If your organization has a separate written agreement, order form, or master services agreement with CozziTech, that agreement controls where it conflicts with these Terms.
• Product-specific terms. Some products publish their own terms, which control for that product where they conflict with these Terms. For example, the ctLibrary™ mobile app is governed by the ctLibrary™ Terms of Service.

Everything else in these Terms continues to apply.

3. Accounts and Access

Some Services require an account. Where an organization administers accounts for its people, that organization decides who gets access, at what level, and for how long, and it is responsible for the activity of the accounts it issues.

• You must provide accurate account information and keep it current.
• You are responsible for keeping your credentials confidential and for activity that occurs under your account.
• You must notify us promptly at support@cozzitech.com if you believe an account has been compromised.
• You must be at least 18 years old, or the age of majority where you live, to create an account for a business Service.
• Do not share a single account among multiple people where the Service is licensed per user.

4. Acceptable Use

You agree not to, and not to permit anyone else to:

• Use the Services in violation of any applicable law or regulation, or in violation of any third party's rights.
• Upload, store, or transmit content that is unlawful, infringing, defamatory, harassing, or obscene, or that contains malicious code.
• Attempt to gain unauthorized access to the Services, to another customer's data, or to any system or network connected to the Services.
• Probe, scan, or test the vulnerability of the Services, or circumvent any authentication, rate limit, quota, or access control, except under a written authorization from us.
• Reverse engineer, decompile, or disassemble the Services, or attempt to derive their source code, except to the extent applicable law expressly permits it notwithstanding this restriction.
• Use the Services to build or train a competing product, or to scrape, copy, or extract the interface, content, or feature design of the Services.
• Interfere with or place an unreasonable load on the Services, or use automated means to access them other than through an interface we provide for that purpose.
• Resell, sublicense, or make the Services available to a third party except as expressly permitted by your plan or a written agreement with us.

We may suspend access without prior notice where we reasonably believe it is necessary to protect the Services, our other customers, or any person — and we will restore access once the cause is resolved.

5. Your Data

"Your Data" means the content, records, files, and information you or your organization submit to, create in, or connect to the Services. As between you and CozziTech, you own Your Data. We claim no ownership of it.

You grant CozziTech a limited, non-exclusive license to host, store, process, transmit, and display Your Data solely as necessary to provide, secure, support, and maintain the Services for you, and as otherwise permitted by our Privacy Policy or by a written agreement with your organization. We do not sell Your Data, and we do not use it to serve advertising.

You are responsible for Your Data: for having the rights to submit it, for its accuracy, and for the lawfulness of the way you use the Services to process it. Where a Service provides export functionality, you may export Your Data at any time while your account is active.

6. Connected Third-Party Accounts and Services

Some Services let you connect an account you hold with another provider — for example, a calendar or a meeting provider such as Google, Microsoft, or Zoom — so the Service can perform actions you ask it to perform, such as reading your availability or placing a meeting on your calendar.

• Connecting is optional and initiated by you. No connection is created unless you start it and approve the permissions the provider presents to you.
• You authorize us to act within the scope you grant. By completing a connection, you authorize CozziTech to access and use that account only to the extent needed to deliver the features you are using, and only for as long as the connection remains in place.
• You can disconnect at any time. You may remove a connection inside the Service, or revoke our access directly from your provider's own security settings. See Connect or disconnect a calendar for step-by-step instructions.
• The third-party service is not ours. Your use of the connected provider's service is governed by that provider's own terms and privacy policy. We do not control it, we are not responsible for its availability or accuracy, and a change on their side may interrupt or end a feature that depends on it.
• How the data is handled. What we access, how long we keep it, and how you remove it are described in the Connected Calendar and Meeting Accounts section of our Privacy Policy.

7. Plans, Fees, and Trials

Paid Services are provided under the plan, order form, or purchase you select. Unless a written agreement says otherwise: fees are stated in U.S. dollars and are exclusive of taxes; subscription fees are billed in advance for the applicable term and renew automatically until cancelled; prepaid credits are consumed as used; and fees already paid are non-refundable except where required by law.

We may change pricing for a renewal term with notice before that term begins. If you do not agree to a price change, you may decline to renew.

Free trials and free tiers are provided for evaluation, may be limited in features or volume, and may be modified or ended at any time. If we do not receive payment when due, we may suspend the Services after giving you notice and a reasonable opportunity to cure.

8. Intellectual Property

The Services — including the software, interfaces, design, graphics, documentation, the CozziTech name and logo, and the names and logos of CozziTech products — are the property of CozziTech LLC or its licensors and are protected by United States and international intellectual property law. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes during your subscription or authorized use. All rights not expressly granted are reserved. You agree not to remove, obscure, or alter any proprietary notices.

If you send us suggestions, feature requests, or other feedback, you grant us a perpetual, royalty-free right to use it to improve the Services, with no obligation to you.

9. Confidentiality

Each party may receive information the other treats as confidential. The receiving party will protect it with at least reasonable care, will use it only to perform under these Terms, and will not disclose it except to its personnel and advisors who need it and are bound by confidentiality obligations. This does not apply to information that is public through no fault of the receiving party, that was already known to it, that it develops independently, or that it must disclose by law — in which case it will give notice where legally permitted.

10. Privacy and Health Information

Our handling of personal information is described in the CozziTech Privacy Policy, which is incorporated into these Terms by reference.

Certain CozziTech Services are used by provider agencies in ways that involve Protected Health Information under HIPAA. Where CozziTech processes Protected Health Information on behalf of a Covered Entity, it does so as a Business Associate under a separate written Business Associate Agreement ("BAA"), and that BAA governs the handling of that information where it conflicts with these Terms. You are responsible for using the Services in a manner consistent with your own legal and regulatory obligations, and for not submitting Protected Health Information into a Service or channel that is not covered by a BAA — including our website forms and general email inboxes.

11. Availability, Support, and Changes

We work to keep the Services available and to resolve issues promptly, but we do not guarantee uninterrupted availability unless a written service level agreement says otherwise. Planned maintenance, provider outages, and events outside our reasonable control can interrupt the Services.

We may add, modify, or discontinue features over time. Where we discontinue a Service or a material feature that your plan depends on, we will give you reasonable advance notice and, where practicable, an opportunity to export Your Data.

12. Early Access and Preview Features

Features identified as early access, beta, preview, or similar are made available for evaluation, may change or be withdrawn, and may not perform as a generally available feature does. They are provided without warranty of any kind and, to the extent permitted by law, without any support or availability commitment.

13. Term and Termination

These Terms apply for as long as you use the Services. You may stop using the Services at any time; where you hold a subscription, cancellation takes effect under the terms of your plan. We may suspend or terminate your access if you materially breach these Terms and do not cure the breach within a reasonable period after notice, if required by law, or if continued provision becomes commercially impracticable.

On termination, your right to use the Services ends. Unless a written agreement says otherwise, we will make Your Data available for export for a reasonable period after termination and will then delete or de-identify it, except where we are required to retain it by law, by a BAA, or by an applicable record-retention requirement. Sections that by their nature should survive — including Sections 5, 8, 9, 14, 15, 16, 17, and 20 — will survive termination.

14. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR IN A WRITTEN AGREEMENT WITH US, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, COZZITECH DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF DATA LOSS, OR THAT DEFECTS WILL BE CORRECTED. THE SERVICES ARE BUSINESS SOFTWARE. THEY ARE NOT A SUBSTITUTE FOR LEGAL, FINANCIAL, CLINICAL, OR COMPLIANCE ADVICE, AND THEY ARE NOT INTENDED FOR USE IN ANY SITUATION WHERE FAILURE OR DELAY COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY, OR ENVIRONMENTAL DAMAGE.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COZZITECH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF COZZITECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COZZITECH'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO COZZITECH FOR THE APPLICABLE SERVICE IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100.00).

These limitations do not apply to a party's liability for fraud, willful misconduct, or any liability that cannot be limited under applicable law. Some jurisdictions do not allow certain exclusions or limitations; in those jurisdictions the above applies to the maximum extent permitted.

16. Indemnification

To the extent permitted by law, you agree to indemnify and hold harmless CozziTech LLC and its officers, members, employees, and agents from any third-party claim, demand, loss, liability, or expense (including reasonable attorneys' fees) arising out of (a) Your Data, (b) your use of the Services in violation of these Terms or applicable law, or (c) your violation of any third party's rights.

17. Governing Law and Disputes

These Terms are governed by the laws of the State of New Jersey, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. You and CozziTech agree that the state and federal courts located in New Jersey will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services, and you consent to personal jurisdiction in those courts. Nothing in this section limits any non-waivable rights you may have as a consumer under the laws of your country of residence.

Before filing a claim, each party agrees to try in good faith to resolve the dispute informally by contacting the other at the addresses in Section 21.

18. Export Controls and Government Use

You may not use or export the Services in violation of U.S. export laws and regulations or the laws of your jurisdiction. You represent that you are not located in a country subject to a U.S. government embargo and are not on any U.S. government list of restricted parties. The Services are "commercial computer software" as that term is used in federal acquisition regulations, and any use by or on behalf of a U.S. government entity is subject to these Terms.

19. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will revise the "Last Updated" date at the top of this page and, where appropriate, provide additional notice such as an in-product message or an email to account administrators. Changes take effect when posted, or on the later date we specify. Your continued use of the Services after the changes take effect constitutes acceptance. The current version is always available at cozzitech.com/terms/.

20. Miscellaneous

These Terms, together with the Privacy Policy and any applicable product-specific terms or written agreement, are the entire agreement between you and CozziTech regarding the Services. If any provision is held unenforceable, the remainder continues in full force. Our failure to enforce a right is not a waiver of it. You may not assign these Terms without our written consent; CozziTech may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for a delay or failure caused by events outside its reasonable control. Nothing in these Terms creates any partnership, joint venture, employment, or agency relationship, and there are no third-party beneficiaries except as expressly stated.

21. Contact Us