Terms of Service

Effective Date: December 15, 2024

Acceptance

By signing an Order Form or clicking "I ACCEPT" when accessing our products, you agree to these terms. The individual accepting must have authority to bind their company to this Agreement.

Section 1 — Access and Use

Continuous Technologies grants you a limited, non-transferable, non-exclusive license to use the Continuous Platform and Applications for your internal business operations during your subscription term, subject to usage limitations specified in your Order Form. You must maintain the confidentiality of your authentication credentials.

Section 2 — Restrictions

You may not:

• Reverse engineer or attempt to discover source code of the Products
• Distribute, sublicense, or resell the Products
• Introduce malware, harmful code, or disruptive mechanisms
• Remove proprietary notices or labels
• Modify the Products without authorization
• Publicly disseminate performance benchmarks about the platform

Section 3 — Suspension

Continuous Technologies may suspend your access if you fail to pay, breach this Agreement, violate third-party rights, or violate applicable laws.

Section 4 — Business Communications

We may use Business Data to communicate with identified contacts at your organization.

Section 5 — Open Source Components

Products may contain publicly available software subject to their respective licenses. You are prohibited from combining Products with "viral" GPL-licensed code.

Section 6 — Fees, Payment, and Taxes

• Fees are due within 30 days of invoice unless otherwise specified
• All fees are non-refundable and payable in U.S. Dollars
• You are responsible for all applicable taxes, except those based on Continuous's net income

Section 7 — Services

7.1 Implementation Services

Setup is available via tools or company assistance as specified in your Order Form.

7.2 Technical Support

Provided per your Order Form specifications.

7.3 Professional Services

We assign Work Product rights to you upon full payment. We retain ownership of business methods, templates, and general expertise.

7.4 Training Services

We grant you an exclusive, irrevocable right to use Training Materials internally. Training Materials remain our Confidential Information.

7.5 Expenses

Expenses are invoiced at cost with your prior written approval.

7.6 Access

You must provide necessary network, infrastructure, and software access for us to perform services.

Section 8 — Performance Standards

8.1 Availability

We use commercially reasonable efforts to maintain 24/7 availability, excluding planned downtime, force majeure events, Third Party Product issues, or internet outages.

8.2 Conformance

Products will substantially conform to the Documentation.

8.3 Services Warranty

Services are provided in a professional and workmanlike manner.

Section 9 — Third Party Products

We are not responsible for Third Party Products (including Salesforce, NetSuite, or other integrations). You are solely responsible for obtaining and maintaining your rights to use such products.

Section 10 — Customer Data

You control access to your Customer Data in Third Party Products. You are responsible for compliance with all applicable data privacy laws regarding Customer Data.

Section 11 — Monitoring

We may monitor and gather usage data including memory usage, connection speed, and efficiency to maintain and improve our services.

Section 12 — Term and Termination

12.1 Termination

Subscriptions auto-renew annually unless either party provides 60 days' written notice. Either party may terminate for material breach with a 30-day cure period, or immediately upon cessation of operations or bankruptcy proceedings. Failure to pay constitutes a material breach.

12.2 Effect of Termination

Termination does not eliminate outstanding payment obligations. You must return Documentation. Your data is deleted within 30 days of termination.

12.3 Survival

Sections 2, 6, 12.2, 14, 15, 16.4, 17, 18, and 19 survive termination.

Section 13 — Representations and Warranties

Each party warrants that it has full authority to enter into this Agreement and will comply with applicable laws in connection with its performance.

Section 14 — Ownership

14.1 Products

We retain all ownership of the Products, including any modifications or derivative works. No purchase under this Agreement conveys ownership. We are free to use any Feedback you provide without compensation.

14.2 Customer Data

You own your Customer Data. We may access it solely to fulfill our performance obligations.

Section 15 — Confidentiality

Each party shall protect the other's Confidential Information with the same care used for its own confidential information (at minimum, reasonable care). Products, Documentation, and Order Forms constitute our Confidential Information. This obligation survives for two (2) years following termination.

Section 16 — Indemnification

16.1 Company Indemnity

We defend you against third-party claims that our Products, as delivered, infringe intellectual property rights, subject to exceptions for combinations with non-specified products, unauthorized modifications, or unauthorized use.

16.4 Customer Indemnity

You indemnify us against claims arising from your Customer Data or breach of Section 2.

Section 17 — Limitation of Remedies and Damages

Except for payment obligations, indemnification obligations, confidentiality breaches, gross negligence, willful misconduct, fraud, or Section 2 breaches, neither party is liable for indirect, special, incidental, or consequential damages. Aggregate liability is capped at fees paid in the preceding 12 months. Products are provided "AS-IS" without warranties of merchantability, fitness for a particular purpose, or non-infringement.

Section 18 — General

• Order of Precedence: Order Forms prevail over this Agreement in conflicts
• Assignment: No assignment without written consent; exception for 50%+ business transfers
• Amendments: Modifications require written signatures from both parties
• Force Majeure: Parties excused from performance for events beyond reasonable control, excluding payment obligations
• Governing Law: California law governs this Agreement
• Arbitration: Disputes submitted to JAMS in San Francisco before a three-arbitrator panel. Prevailing party recovers arbitration costs and attorneys' fees
• Independent Contractors: Parties are independent contractors; no partnership or agency is created
• Publicity: We may use your name and logo on our website and marketing materials per your instructions
• Export Compliance: You may not export Products to embargoed countries or restricted parties without U.S. government authorization
• Entire Agreement: This Agreement plus Order Forms constitute the complete understanding between parties

Section 19 — Key Definitions

• Order Form: Signed document referencing this Agreement
• Continuous Platform: Hosted rating/calculation engine, APIs, and related software
• Continuous Applications: Deployed software in your environment
• Products: Continuous Applications and Platform combined
• Customer Data: Business Data, Personal Data, or content you input
• Documentation: Written materials describing Products and their proper use
• Services: Implementation, Technical Support, and Professional Services
• Third Party Products: Products by you or third parties (includes NetSuite, Salesforce)
• Work Product: Final materials from Professional Services; excludes software code and our IP

Contact

For legal inquiries, contact us at legal@continuoustech.com.