Effective Date: May 27, 2026
Version 1.2
Scope: This Agreement governs use of the kAudit Service when procured directly from kAudit, Inc. (including through the Kovoco website at kovoco.net). Customers who procure the Service through the Microsoft Azure Marketplace are governed by the Microsoft Commercial Marketplace Standard Contract published by Microsoft, except where supplemented by an Order or amendment executed by the parties.
Acceptance of Terms
1.1 Binding Agreement
By deploying, accessing, or using the kAudit service (the "Service"), or by clicking a button or checkbox indicating acceptance of these Terms of Service ("Terms" or "Agreement"), you ("User," "Customer," or "you") agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, and "you" refers to that entity.
1.2 Affirmative Acceptance Required
Access to the Service requires affirmative acceptance of these Terms through one or more of the following mechanisms:
- Clicking an "I Agree" or equivalent acceptance button during account registration, deployment, or installation;- Executing an Order Form, Statement of Work, or other ordering document that incorporates these Terms by reference; or- Electronic signature where required by the applicable channel or Order.
Continued use of the Service after acceptance, or after notice of a material modification to these Terms in accordance with Section 22, constitutes ongoing acceptance.
1.3 Acceptance Records
Kovoco Inc. logs and retains records of acceptance, including the identity of the accepting individual, the date and time of acceptance, and the version of the Terms accepted. You acknowledge that such records are admissible evidence of acceptance.
1.4 No Agreement Without Acceptance
If you do not agree to these Terms, you may not access or use the Service.
Description of Service
kAudit is a cloud-based SQL Server audit compliance platform. The Service may be deployed via the Microsoft Azure Marketplace or, where supported, directly through Kovoco Inc. The Service provisions and manages the following Azure-hosted components on your behalf:
Event Hub — for real-time audit log ingestion and streaming
Web Server and App Service — hosting the kAudit administration and customer portals
Notification Service — for deployment alerts and operational communications
kAudit Hub — the core processing and routing engine
Azure Data Explorer (ADX) — for KQL-backed audit activity queries and reporting
Azure Service Bus — for legacy findings delivery workflows
The Service enables collection, forwarding, analysis, and presentation of SQL Server audit activity through a combination of on-premises PowerShell agents and cloud-hosted Azure infrastructure. Service features, components, and capabilities may evolve over time and will be described in the Documentation.
Account Registration and Access
3.1 Azure Prerequisites
Use of the Service requires a valid Microsoft Azure subscription. You must hold Contributor-level access or higher within the Azure subscription used for deployment. You are solely responsible for maintaining appropriate Azure access controls and for all costs associated with Azure resources provisioned by the Service.
3.2 App Registration
Deployment of the Service requires approval of an Azure Active Directory (Entra ID) App Registration. By approving this registration, you grant the Service the permissions necessary to operate within your Azure environment. You may revoke this registration at any time, which will terminate the Service's access to your environment.
3.3 Administrative Credentials
You are responsible for safeguarding all administrative credentials, portal access links, API keys, and any other authentication materials delivered via the Service's notification email or otherwise. Kovoco Inc. is not responsible for unauthorized access resulting from your failure to secure these materials.
3.4 End User Access
You will control access to and use of the Service by your End Users and are responsible for all activity occurring under your account. You agree to manage user accounts and access permissions in accordance with the principle of least privilege.
3.5 Affiliates
You may permit your Affiliates to use the Service. Licenses granted under these Terms will apply to such Affiliates, but you remain solely responsible for enforcement of these Terms and for your Affiliates' compliance.
License Grant and Restrictions
4.1 License Grant
Subject to your compliance with these Terms and payment of all applicable fees, Kovoco Inc. grants you a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Service during the term of your subscription solely for your internal business purposes.
4.2 Reservation of Rights
The Service is licensed and not sold. Kovoco Inc. reserves all rights not expressly granted in these Terms. No rights are granted by implication, waiver, or estoppel.
4.3 Restrictions
Except as expressly permitted in these Terms, in Documentation, or in an applicable Order, you must not (and will not permit any third party to):
- copy, modify, reverse engineer, decompile, or disassemble any component of the Service, or attempt to do so, except to the extent such restriction is prohibited by applicable law;
- work around any technical limitations of the Service or restrictions in the Documentation;
- separate components of the Service for use on more than one environment in a manner not contemplated by the Order;
- use the Service to provide a competitive offering, hosting service, or service bureau to any third party;
- distribute, sublicense, rent, lease, or lend the Service, in whole or in part;
- use the Service for any unlawful purpose or in violation of any third party's rights; or
- attempt to circumvent, disable, or interfere with any security feature of the Service.
4.4 Feedback
If you provide Kovoco Inc. with any ideas, suggestions, comments, input, or know-how regarding the Service ("Feedback"), you grant Kovoco Inc. a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license under your non-patent intellectual property rights to use, modify, distribute, and commercialize that Feedback in any kAudit product or service, without obligation or restriction. Feedback is voluntary and is not considered Confidential Information.
User Responsibilities
5.1 Authorized Use
You represent and warrant that:
- You have the legal authority and necessary organizational permissions to deploy audit monitoring on the SQL Server instances and other systems you configure within the Service.
- You will not use the Service to collect, store, or process data in violation of applicable laws, regulations, or third-party rights.
- You will not attempt to circumvent, disable, or interfere with any security features of the Service.
- You will not use the Service to monitor systems or data for which you do not have explicit authorization.
5.2 On-Premises Agent Responsibility
The Service generates parameterized PowerShell scripts that are executed within your on-premises or cloud SQL Server environment to configure audit collection and forward logs to the Service's Event Hub. You acknowledge and agree that:
- You are solely responsible for reviewing and approving all PowerShell scripts before execution in your environment.
- You are responsible for the security and integrity of the systems on which the PowerShell agents and scheduled tasks are installed.
- You are responsible for configuring the audit log destination and ensuring sufficient disk space and permissions for log file storage.
- You are responsible for maintaining the scheduled tasks and ensuring continuity of log forwarding.
- You are responsible for applying updates to on-premises agent components when made available by Kovoco Inc.
5.3 User Management
You are responsible for all activity that occurs under your kAudit portal account. You must promptly notify Kovoco Inc. of any suspected unauthorized access to your account or the Service.
5.4 Compliance Obligations
Use of the Service does not relieve you of your own compliance obligations under applicable laws and regulations, including but not limited to SOX, HIPAA, GDPR, CCPA, PCI-DSS, or other data governance frameworks applicable to your industry and jurisdiction. You are responsible for determining whether the Service meets your specific compliance requirements.
Security Commitments
6.1 Infrastructure Security
Kovoco Inc. commits to the following security practices for Service infrastructure:
- All data in transit between on-premises agents and Azure Event Hubs is encrypted using TLS 1.2 or higher.
- All data at rest within Azure Data Explorer, Cosmos DB, and Redis Cache is encrypted using Azure-managed or customer-managed encryption keys as applicable.
- Access to Service infrastructure is controlled via Microsoft Entra ID (Azure Active Directory), API keys, and Key Vault-backed SAS token issuance.
- Azure infrastructure is provisioned using Infrastructure-as-Code (Bicep) to ensure consistent, auditable, and repeatable deployments.
- Network access to Service components is restricted to authorized endpoints and enforced via Azure networking policies.
6.2 Authentication and Authorization
The Service implements the following authentication controls:
- Portal access is authenticated via Microsoft Entra ID with support for organizational single sign-on.
- Agent-to-Service communication is authenticated via API keys and Event Hub SAS tokens managed through Azure Key Vault.
- Heartbeat events are used to continuously validate the integrity of agent-to-Service connectivity.
- All administrative actions within the portal are subject to role-based access control.
6.3 Industry-Standard Security Measures
Kovoco Inc. will take appropriate security measures consistent with good industry practice and required by applicable Data Protection Laws, including measures designed to protect against unauthorized access, use, disclosure, alteration, or destruction of Customer Data.
6.4 Incident Response
In the event of a confirmed security incident affecting the Service, Kovoco Inc. will:
- Notify affected customers within seventy-two (72) hours of becoming aware of a breach that may affect their data, except where prohibited by law enforcement directive;
- Provide reasonable information about the nature of the incident, the data affected, and remediation steps taken; and
- Cooperate with affected customers in any required regulatory notification processes to the extent practicable.
6.5 Vulnerability Management
Kovoco Inc. will use commercially reasonable efforts to promptly remediate known critical and high-severity vulnerabilities in Service components.
6.6 Limitations of Security Commitments
Kovoco Inc's security commitments apply solely to Service infrastructure under Kovoco Inc.'s direct control. Kovoco Inc. is not responsible for security of your Azure subscription, on-premises SQL Server environments, network infrastructure, or any third-party services you integrate with the Service.
Data Handling and Privacy
7.1 Audit Data Ownership
All SQL Server audit data and other Customer Data collected and processed by the Service remains your property. Kovoco Inc. processes this data solely to provide and improve the Service as described herein and does not sell, rent, or share your Customer Data with third parties except as required by law or as necessary to provide the Service (e.g., Microsoft Azure infrastructure services).
7.2 Roles Under Data Protection Laws
For purposes of GDPR, UK GDPR, and equivalent Data Protection Laws, you are the controller of Customer Data and Kovoco Inc. is the processor, except where (i) you act as a processor of such data, in which case Kovoco Inc. acts as a subprocessor, or (ii) stated otherwise in any Offering-specific terms. Kovoco Inc. will process Customer Data only on your documented instructions, the Documentation, and as set forth in these Terms.
7.3 Standard Contractual Clauses
To the extent applicable, transfers of Personal Data out of the European Economic Area, United Kingdom, or Switzerland will be governed by the Standard Contractual Clauses approved by the European Commission (and the UK International Data Transfer Addendum where applicable), which are incorporated by reference and made available at the URL designated by Kovoco Inc. or as otherwise communicated to you.
7.4 Data Processing Addendum
Where required by applicable Data Protection Laws (including GDPR, UK GDPR, or CCPA), the parties will execute, or be deemed to have executed, Kovoco Inc's Data Processing Addendum ("DPA"), which is incorporated by reference and made available at the URL designated by kAudit, Inc. In the event of a conflict between these Terms and the DPA with respect to the processing of Personal Data, the DPA controls.
7.5 Subprocessors
You consent to Kovoco Inc.'s use of subprocessors to provide the Service, including Microsoft Azure infrastructure services. The current list of subprocessors is maintained at a URL designated by Kovoco Inc. Kovoco Inc. will provide at least fourteen (14) days' advance notice of any new subprocessor that will have access to Personal Data. If you reasonably object to a new subprocessor on data protection grounds, you may terminate the affected subscription without penalty by providing written notice of termination within the notice period, including the grounds for objection.
7.6 Data Subject Rights
Kovoco Inc. will make information available to you in a manner consistent with the functionality of the Service to enable you to respond to data subject requests under applicable Data Protection Laws. If Kovoco Inc. receives a data subject request directly, Kovoco Inc. will redirect the data subject to you.
7.7 Records of Processing
Kovoco Inc. will maintain records of processing activities to the extent required by Article 30(2) of the GDPR and will make them available to you upon reasonable request.
7.8 Data Residency
Customer Data is stored in Azure regions as configured during deployment. You are responsible for selecting Azure regions that comply with any applicable data residency requirements. Kovoco Inc. does not independently guarantee data residency compliance beyond what is provided by the underlying Azure services.
7.9 Data Retention
Data retention periods within the Service are configurable by Customer administrators within the bounds of Service capabilities. You are responsible for configuring retention settings appropriate for your compliance and operational requirements. Kovoco Inc. will provide commercially reasonable advance notice before changing default retention behaviors.
7.10 Support Data
Kovoco Inc. may collect and use Support Data internally to provide technical support for the Service. Kovoco Inc. will not use Support Data for any other purpose unless otherwise agreed in writing.
7.11 Privacy Policy
Kovoco Inc.'s collection and use of Personal Data relating to your representatives and users of the Service in connection with account administration, billing, and support is further described in the Kovoco Inc. Privacy Policy published at kovoco.net.
Confidentiality
8.1 Confidential Information
"Confidential Information" means non-public information that is designated as confidential or that a reasonable person would understand to be confidential, including without limitation Customer Data, Support Data, the terms of this Agreement, account authentication credentials, and non-public technical, business, or financial information of either party. Confidential Information does not include information that: (a) is or becomes publicly available without breach of a confidentiality obligation; (b) is received lawfully from a third party without restriction; (c) is independently developed without reference to the disclosing party's information; or (d) is Feedback provided under Section 4.4.
8.2 Protection
Each party will use reasonable measures (no less than the measures it uses to protect its own confidential information of like importance) to protect the other party's Confidential Information and will use such information solely for purposes of performing under or exercising rights under this Agreement.
8.3 Permitted Disclosures
Each party may disclose Confidential Information to its employees, Affiliates, contractors, advisors, and consultants who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. A party may also disclose Confidential Information to the extent required by law, provided that, where legally permissible, the receiving party gives the disclosing party prompt notice and reasonable cooperation in seeking a protective order.
8.4 Duration
Confidentiality obligations survive (a) for Customer Data, until it is deleted in accordance with these Terms, and (b) for all other Confidential Information, for a period of five (5) years after disclosure.
Service Availability and Support
9.1 Commercially Reasonable Efforts
Kovoco Inc. will use commercially reasonable efforts to maintain Service availability. Planned maintenance windows will be communicated in advance where practicable. The Service depends on third-party Azure infrastructure, and Kovoco Inc. does not independently guarantee uninterrupted availability beyond what is provided by such third-party services.
9.2 Service Level Agreement
Specific uptime commitments, support response targets, and credits, if any, are set forth in the applicable Service Level Agreement ("SLA") published at the URL designated by Kovoco Inc. or otherwise communicated in the Order. The SLA, if any, is incorporated by reference. In the event of a conflict between these Terms and an SLA, these Terms control unless the SLA expressly states otherwise.
Compliance Verification
10.1 Records
You will keep records relating to your and your Affiliates' use of the Service sufficient to verify compliance with these Terms.
10.2 Audit
At Kovoco Inc.'s expense, Kovoco Inc. may verify your compliance with these Terms by directing an independent auditor (under appropriate nondisclosure obligations) to conduct an audit, or by asking you to complete a self-audit questionnaire. You will reasonably cooperate with any such verification. If a verification reveals unlicensed use, you will promptly procure sufficient licenses to cover the period of unlicensed use.
10.3 Customer Audit Rights
Upon reasonable request and subject to reasonable confidentiality and security restrictions, Kovoco Inc. will make available information necessary to demonstrate compliance with its obligations under Section 7 (Data Handling and Privacy) and applicable Data Protection Laws. Such information may be provided in the form of a security questionnaire response, a current SOC 2 report, or other written self-attestation as Kovoco Inc. reasonably determines.
Representations and Warranties
11.1 Mutual
Each party represents and warrants that it has full power and authority to enter into and perform this Agreement, and that its performance will not violate any agreement or obligation owed to a third party.
11.2 Kovoco Inc. Warranties
Kovoco Inc. represents and warrants that, during the term of your subscription:
- the Service will substantially conform to the Documentation;
- to the best of Kovoco Inc.'s knowledge, the Service does not infringe or violate any third party patent, copyright, trademark, trade secret, or other proprietary right;
- the Service will not contain viruses, malware, or other malicious code intended to degrade or harm your systems; and
- Kovoco Inc. will comply with all laws applicable to its provision of the Service, including Data Protection Laws and applicable anti-corruption laws (including the U.S. Foreign Corrupt Practices Act), and will provide reasonable training to its personnel regarding such laws.
11.3 Customer Warranties
You represent and warrant that you will comply with all laws applicable to your use of the Service, including export control, sanctions, and Data Protection Laws (as further set forth in Sections 5 and 17).
11.4 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, KOVOCO INC. DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. KOVOCO INC. DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR SPECIFIC COMPLIANCE REQUIREMENTS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
Indemnification
12.1 By Kovoco, Inc.
Kovoco, Inc. will defend you and your Affiliates from and against any third party claim, action, suit, or proceeding alleging that (i) the Service, as provided by Kovoco Inc. and used in accordance with these Terms, infringes or misappropriates a third party's intellectual property rights, or (ii) Kovoco Inc's performance under this Agreement violates applicable law, including Data Protection Laws (each, a "Claim Against Customer"), and will indemnify you for all reasonable attorneys' fees and any damages or costs finally awarded against you (or paid by you in settlement approved by Kovoco Inc.) in connection with such a Claim Against Customer. Kovoco Inc. has no obligation under this Section 12.1 to the extent a Claim Against Customer arises from: (a) Customer Data or non-Kovoco products, services, or software (including any open-source components used outside the scope of these Terms); (b) any modification, combination, or development of the Service that is not performed or authorized in writing by Kovoco Inc.; or (c) your use of the Service in violation of these Terms or in a manner not contemplated by the Documentation.
12.2 By Customer
You will defend Kovoco Inc. and its Affiliates from and against any third party claim, action, suit, or proceeding arising from or related to (i) your violation of these Terms, (ii) Customer Data, including any allegation that Customer Data infringes any third party right or violates any law, or (iii) your use of the Service in violation of applicable law (each, a "Claim Against Kovoco") and will indemnify Kovoco Inc. for all reasonable attorneys' fees and damages or costs finally awarded against Kovoco Inc. (or paid by Kovoco Inc. in settlement approved by you) in connection with such a Claim Against Kovoco.
12.3 Procedure
The indemnified party will (a) promptly notify the indemnifying party in writing of the claim, (b) give the indemnifying party sole control of the defense and settlement (subject to subsection (c) below), and (c) provide reasonable cooperation at the indemnifying party's expense. No settlement that imposes any obligation or liability on the indemnified party (other than payment of money fully indemnified) may be entered into without the indemnified party's prior written consent, not to be unreasonably withheld. The indemnified party may participate in the defense at its own expense with counsel of its choosing.
12.4 Exclusive Remedy
This Section 12 states each party's sole and exclusive liability, and the other party's exclusive remedy, with respect to any third party claim of the type described herein.
Limitation of Liability
13.1 Excluded Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Aggregate Cap
SUBJECT TO SECTION 13.3, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13.3 Enhanced Cap for Security Incidents
NOTWITHSTANDING SECTION 13.2, KOVOCO INC.'S TOTAL CUMULATIVE LIABILITY FOR UNAUTHORIZED ACCESS, USE, OR DISCLOSURE OF CUSTOMER DATA RESULTING FROM A BREACH OF Kovoco Inc.'S OBLIGATIONS UNDER SECTION 6 (SECURITY COMMITMENTS) WILL NOT EXCEED TWO TIMES (2X) THE AMOUNTS PAID BY YOU FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT.
13.4 Exceptions
THE LIMITATIONS IN SECTIONS 13.1 AND 13.2 DO NOT APPLY TO LIABILITY ARISING FROM: (a) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12; (b) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8 (EXCEPT WITH RESPECT TO CUSTOMER DATA, WHICH REMAINS SUBJECT TO SECTIONS 13.1, 13.2, AND 13.3); (c) A PARTY'S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS; (d) A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; OR (e) CUSTOMER'S PAYMENT OBLIGATIONS.
Beta and Preview Features
From time to time, Kovoco Inc. may offer beta, alpha, preview, evaluation, or other pre-release features of the Service ("Beta Features") for your evaluation. Beta Features are provided "as is," without any warranty, support obligation, or service-level commitment, and may be modified or discontinued at any time. Notwithstanding any other provision of these Terms, Kovoco Inc.'s total liability arising out of or related to Beta Features will not exceed one hundred U.S. dollars (US$100). Beta Features may be subject to additional terms communicated at the time of access; in the event of a conflict, those additional terms control with respect to the relevant Beta Feature.
Professional Services
From time to time, Kovoco Inc. or its authorized partners may provide professional services such as deployment assistance, configuration support, training, integration, or custom development ("Professional Services"). Professional Services are governed by a separate Statement of Work or Order between the parties. Unless otherwise stated in the applicable Statement of Work: (a) Professional Services deliverables are licensed (not assigned) on the same terms as the Service; (b) Kovoco Inc. retains ownership of all pre-existing materials, tools, methodologies, and know-how used in providing Professional Services; and (c) Professional Services are billed separately from Service subscription fees.
Publicity
Neither party will use the other party's name, logo, or trademarks in any press release, marketing, or promotional material without the other party's prior written consent. Notwithstanding the foregoing, Kovoco Inc. may identify you as a customer of the Service in customer lists posted on Kovoco Inc.'s website or in sales collateral, subject to your right to opt out by written notice at any time. Use of customer logos in case studies, testimonials, or other named promotional materials requires your prior written consent in each instance.
Export Controls, Sanctions, and International Use
17.1 Export Compliance
The Service and any software, technology, or technical data provided in connection with the Service are subject to U.S. export control and sanctions laws, including the U.S. Export Administration Regulations (EAR) and regulations administered by the U.S. Office of Foreign Assets Control (OFAC), and may be subject to export or import regulations of other jurisdictions.
17.2 Customer Compliance
You represent, warrant, and covenant that: (a) you, your Affiliates, and your End Users are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions; (b) you, your Affiliates, and your End Users are not identified on any U.S. government restricted-party list, including the OFAC Specially Designated Nationals List, the U.S. Department of Commerce Denied Persons List or Entity List, or any equivalent list maintained by another applicable government; (c) you will not export, re-export, or transfer the Service, directly or indirectly, to any prohibited destination, end user, or end use; and (d) you will not use the Service in connection with any activity prohibited by applicable export or sanctions laws.
17.3 International Use
You are responsible for compliance with all laws applicable to your access to and use of the Service in any jurisdiction, including privacy, employment, surveillance, and data localization laws. Kovoco Inc. makes no representation that the Service is appropriate or available for use in any particular jurisdiction.
Fees and Payment
Fees for the Service, if applicable, are set forth in the applicable Order, Marketplace listing, or separate commercial agreement between the parties. You are responsible for all Azure infrastructure costs associated with resources provisioned by the Service in your Azure subscription, which are billed directly by Microsoft and are separate from any Kovoco Inc. service fees.
Intellectual Property
The Service, including all software, algorithms, documentation, Infrastructure-as-Code templates (including Azure Bicep templates), PowerShell scripts generated by the Service, user interfaces, and any improvements or modifications thereto, is and will remain the intellectual property of Kovoco Inc. and its licensors and is protected by applicable intellectual property laws. These Terms do not grant you any ownership interest in the Service. All rights not expressly granted are reserved.
Term and Termination
20.1 Term
This Agreement is effective upon your acceptance and continues until terminated as set forth herein or until the expiration of all subscriptions and Orders.
20.2 Termination Without Cause
Unless otherwise set forth in an Order, either party may terminate this Agreement or any Order without cause upon sixty (60) days' written notice. Termination without cause does not affect fully-paid, perpetual licenses (if any), and subscription licenses will continue for the remainder of the then-current subscription period. Kovoco Inc. will not be required to provide refunds or credits for any partial subscription period if this Agreement or an Order is terminated without cause.
20.3 Termination for Cause
Either party may terminate this Agreement or any Order immediately upon written notice if: (a) the other party materially breaches this Agreement or an Order and fails to cure the breach within thirty (30) days after receipt of written notice of the breach; or (b) the other party becomes insolvent, files or has filed against it a petition in bankruptcy that is not dismissed within sixty (60) days, makes a general assignment for the benefit of creditors, or ceases to do business.
20.4 Suspension
Kovoco Inc. may suspend your access to the Service, in whole or in part, during any period of material breach by you or where suspension is reasonably necessary to protect the security or integrity of the Service or its other customers. Kovoco Inc. will give reasonable advance notice of suspension where practicable.
20.5 Effect of Termination
Upon termination of this Agreement:
- your right to access and use the Service ceases immediately;
- all amounts due under any unpaid invoices become immediately due and payable;
- you may, for a commercially reasonable period not to exceed thirty (30) days following termination, request export of Customer Data as set forth in the Documentation; and
- after the data export period, Kovoco Inc. may delete Customer Data in accordance with its standard data deletion practices and applicable law.
20.6 Survival
The following provisions survive termination of this Agreement: Sections 4 (with respect to Feedback already provided), 7.1 (Audit Data Ownership), 8 (Confidentiality), 11.4 (Disclaimer), 12 (Indemnification), 13 (Limitation of Liability), 16 (Publicity, with respect to past use), 17 (Export Controls), 19 (Intellectual Property), 20.5 (Effect of Termination), 20.6 (Survival), 23 (Governing Law), 24 (General Provisions), and any other provision that by its nature is intended to survive.
Service Modifications
Kovoco Inc. may modify or discontinue features of the Service from time to time. Material reductions in functionality of a paid Service will be communicated to affected customers with reasonable advance notice. Kovoco Inc. is not liable to you or any third party for any modification, suspension, or discontinuance of the Service, except where such action constitutes a material breach for which a cure period applies under Section 20.3.
Modifications to These Terms
Kovoco Inc. reserves the right to modify these Terms from time to time. Material changes will be communicated via the email address associated with your account or through an in-portal notification at least thirty (30) days before the changes take effect. Continued use of the Service after the effective date of any modification constitutes acceptance of the revised Terms. If you do not agree to a modification, you may terminate your subscription in accordance with Section 20, and Kovoco Inc. will provide a prorated refund of any prepaid, unused fees for the affected subscription period.
Governing Law and Dispute Resolution
This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Henrico County, Virginia, USA, for any dispute arising out of or related to this Agreement. Neither party will assert lack of personal jurisdiction or forum non conveniens in such courts. The parties waive any right to a jury trial. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
General Provisions
24.1 Entire Agreement
These Terms, together with any applicable Order, Statement of Work, SLA, DPA, Privacy Policy, or other document expressly incorporated by reference, constitute the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous agreements, representations, and understandings.
24.2 Order of Precedence
In the event of a conflict, the following order of precedence applies: (a) the applicable Order; (b) the DPA (with respect to processing of Personal Data); (c) these Terms; (d) the SLA; and (e) the Documentation.
24.3 Severability
If any provision of these Terms is held to be unenforceable, the remaining provisions will continue in full force, and the unenforceable provision will be deemed modified to the minimum extent necessary to render it enforceable.
24.4 Waiver
Failure to enforce any provision is not a waiver of the right to enforce that or any other provision in the future. Any waiver must be in writing and signed by the waiving party.
24.5 Assignment
You may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Kovoco Inc., except that you may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of your assets, provided that the assignee is not a competitor of Kovoco Inc. Kovoco Inc. may assign this Agreement without restriction. Any prohibited assignment is void.
24.6 Independent Contractors
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.
24.7 No Third-Party Beneficiaries
These Terms do not create any third-party beneficiary rights.
24.8 Force Majeure
Neither party is liable for any failure or delay in performance (other than payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, governmental action, internet or third-party network outages, denial-of-service attacks, or failures of third-party infrastructure (including Microsoft Azure).
24.9 Notices
Notices to Kovoco Inc. must be sent in writing to the address designated by Kovoco Inc. at kovoco.net or in the applicable Order. Notices to you will be sent to the email address or postal address you provide in your account or Order. Notices are effective upon receipt or, for email, upon successful electronic transmission.
24.10 Government End Users
If you are a U.S. federal government entity, the Service is "commercial computer software" and "commercial computer software documentation" as those terms are defined in 48 C.F.R. §§ 2.101 and 12.212, and your rights are limited to those provided under this Agreement.
24.11 Construction
Headings are for convenience only. "Including" means "including without limitation." References to "days" mean calendar days. This Agreement is in English; any translation is provided for convenience only and the English version controls.
Definitions
- "Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests of an entity or the power to direct its management.
-"Customer Data" means all data, including text, sound, software, image, or video files, provided to Kovoco Inc. by, or on behalf of, you or your Affiliates through use of the Service. Customer Data does not include Support Data.
-"Data Protection Law" means any law applicable to a party relating to data security, data protection, or privacy, including the GDPR, UK GDPR, CCPA, and any implementing or related legislation, as amended.
-"Documentation" means user manuals, technical guides, training materials, and other written or electronic materials made available by Kovoco Inc. for the Service.
-"End User" means any individual to whom you provide access to the Service or Customer Data.
-"GDPR" means Regulation (EU) 2016/679 of the European Parliament and Council on the protection of natural persons with regard to the processing of personal data.
-"Order" means an ordering document, purchase order, online checkout transaction, or Statement of Work executed by or accepted by the parties referencing these Terms.
-"Personal Data" has the meaning given in applicable Data Protection Law.
-"Service" has the meaning given in Section 2.
-"SLA" means the Service Level Agreement published by Kovoco Inc. and applicable to your subscription, if any.
-"Standard Contractual Clauses" means the standard data protection clauses for international transfers of Personal Data approved by the European Commission and, where applicable, the UK International Data Transfer Addendum.
-"Subprocessor" means a third party engaged by Kovoco Inc. to process Personal Data in connection with provision of the Service.
-"Support Data" means data provided to Kovoco Inc. by or on behalf of you in connection with technical support requests.
Acknowledgment
By clicking "I Agree," deploying or accessing the Service, or executing an Order that incorporates these Terms by reference, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.