These Terms of Service, combined with all Orders (as defined below) and any other terms or documents incorporated herein by reference (collectively “Agreement”) contain the terms and conditions that govern Customer’s access to and use of the Chronus offerings as further described in the Order (the “Services”). This Agreement is effective as of the date set forth in each Order and is an agreement between Chronus LLC (“Chronus”) and the customer set forth in the Order (“Customer”). To the extent there is a conflict between these Terms of Service and the Order, the terms of the Order will govern.
2.1. Services License. During the Term, Chronus grants Customer, a non-exclusive, non-transferable, non-sublicensable right to (i) access and use the Services and to permit its Users to access and use the Services, including any courses, documentation, or other materials included with, or incorporated into, the Services, solely for Customer’s internal business purposes. If a User chooses to download the Chronus mobile application, such User is granted a non-exclusive, non-transferable, non-sublicensable right to install and use the mobile application during the Term in connection with use of the Services. For the purposes of this Agreement, the Chronus mobile application is included in the definition of ‘Services’. “Users” means Customer employees or other users authorized by Customer. Users are required as a condition of using the Services to review and accept the Chronus Acceptable Use Policy (the “AUP”), a copy of which can be found at https://chronus.com/aup. The number of permitted Users is set forth in the Order.
2.2. Third Party Applications. The Services may include third party applications that are licensed under this Agreement or under their own terms. License terms, notices and acknowledgments, if any, for third party applications may be accessible in an accompanying notices file with the Services. Use of the third party applications are optional and is not required in order to use the Services.
2.3. Customer shall not (and shall not allow Users or any third party to) (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Services; (ii) remove any product identification, copyright or other notices displayed on the Services; (iii) assign, transfer, provide, lease, lend, use for timesharing, service bureau or hosting purposes or otherwise permit any third party (other than Customer employees and agents) to use the Services; or (iv) use the output or other information generated by the Services for any purpose other than as contemplated by this Agreement. .
2.4. Customer Content License. Customer grants Chronus a non-exclusive right to use, copy, store, host, display, transmit and process Customer Content (defined in Section 3) solely as necessary for Chronus to provide our Services under the Agreement and in accordance with applicable law.
2.5. Feedback License. Customer may voluntarily provide comments, suggestions, ideas, or recommendations (collectively, “Feedback”) to Chronus. By providing Feedback related to any of Chronus’ Services, Customer grants Chronus a perpetual, irrevocable, transferable, sublicensable, royalty-free, non-exclusive right to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose. Additionally, Customer hereby assigns to Chronus all rights, title, and interest in and to such Feedback, without any compensation or further obligation to Customer.
2.6. IP Ownership. Chronus retains all title to, and except as expressly granted herein, all rights to the Services, including, without limitation, all copies, derivatives and improvements thereof and all related documentation and materials. Except for the limited rights expressly granted herein, nothing in the Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Services. Customer acknowledges that, as between the parties, all intellectual property rights in the Services are owned by Chronus, its affiliates, or third-party licensors. Customer agrees it will not remove or conceal any property rights notices in the Services and will include such notices on any copy it is permitted to make.
3.1. Customer will, and will ensure that its Users, use the Services for lawful purposes only and in accordance with this Agreement. Customer is responsible for the Customer Content (defined below) and the use of the Services by its Users. If Customer becomes aware of any violation of obligations under this Agreement by a User, Customer will immediately terminate such User’s access to the Services. Through the Services, Customer and its Users are able to upload (or have Chronus upload on Customer’s behalf) text, images and data. All such content that is uploaded by Customer or provided to Chronus by Customer is deemed “Customer Content.” Customer Content includes all information related to Users (including, e.g., User names, job titles, etc.). Customer will retain all title to, and except as expressly licensed herein, all rights to Customer Content. Customer will not and will not permit its Users to upload, provide access to, or otherwise transmit through the Services any material which (i) violates or infringes in any way upon the rights of others; (ii) is unlawful or gives rise to civil liability or otherwise violates any law or (iii) or violates the AUP. Customer is responsible for protecting the confidentiality of User password(s), if any. Customer is solely responsible for all of Customer Content. Customer shall not direct or advertise, or allow access to, the Services to individuals under the age of thirteen without Chronus prior written consent.
3.2. Chronus will, if requested by Customer, include additional terms applicable as between Customer and its Users (such as a Customer acceptable use policy). To the extent that Customer (i) collects any Personal Data (as defined below) from Users or (ii) uses any of the Users’ Personal Data as input into the Services, Customer shall ensure that Users have consented to such collection and processing of such Personal Data.
3.3. Chronus will provide the Services in accordance with the Service Level Agreement set forth in Exhibit A.
3.4. Customer is responsible for providing support services (if any) to Users. Chronus does not provide any support or services to Users without a separate written agreement.
5.1. Customer or User’s 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 Chronus or any third party to liability; or (iv) may be fraudulent;
5.2. Upon written notice if Customer is more than fifteen (15) days delinquent in its payment obligations under Section 4.
5.3. If Chronus suspends Customer’s 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. Customer remains responsible for all fees incurred through the date of suspension. Chronus’ right to suspend Customer or User’s right to access or use the Services is in addition to Chronus’ 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 Customer has 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, Customer shall discontinue use of the Services. Notwithstanding the foregoing, termination of this Agreement by Chronus shall not limit Customer obligations to pay all Fees, nor restrict Chronus from pursuing any other remedies available, including injunctive relief. The following provisions of this Agreement shall survive its termination: 4, 7, 8.3 and 9, and 11-16. Subject to payment of all amounts due hereunder, and upon written request made within thirty (30) days after the effective date of termination, Chronus will provide Customer any Customer Content contained in the Services, as such content exists on the date of termination, in a standard data file format.
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. Customer Content is Customer 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.Permitted Disclosure. 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. For the avoidance of doubt, disclosure of Confidential Information arising out of a security incident or data breach does not constitute a breach of either party’s obligations under this section.
7.4.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.
8.1. DPA. Each party shall at all times comply with the terms of Chronus’ Global Data Processing Addendum available at https://chronus.com/data-processing-agreement in relation to any collection, use, transfer, or other processing of 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 data privacy laws.
8.2. 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 Customer and/or its Users for their use of the Services. Customer is solely responsible for the accuracy, quality, and legal compliance relating to the Personal Data that is entered into the Services. Customer acknowledges and agrees that Chronus has no control over the nature (other than the Required Personal Data), scope, or origin of, or the means by which Customer acquires, Personal Data entered into the Services. Customer is further responsible for monitoring the use of Personal Data with the Services and complying with all applicable laws in collecting and providing Personal Data to Chronus.
9.1. 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.
9.2. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CHRONUS HEREBY DISCLAIMS 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 CHRONUS 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, CHRONUS FURTHER DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, AND/OR REPRESENTATIONS OF TITLE AND NON-INFRINGEMENT.
11.1. Chronus will indemnify and defend Customer and Customer directors, officers, and employees from and against all third party Claims to the extent that the Claims are caused by Chronus’ infringement, of any third-party IP rights. Chronus shall have no liability or obligation hereunder with respect to any indemnification claim based upon (a) modifications, alterations, combinations or enhancements of the Services not created or authorized by Chronus, (c) Customer’s violation of Section 2, or (c) Customer’s continuing allegedly infringing activity after being notified thereof or its continuing use of any version after being provided modifications that would have avoided the alleged infringement. If any Services become or, in Chronus’s opinion, is likely to become, the subject of any claim or injunction preventing its use as contemplated herein, Chronus may, at its option: (i) obtain for Customer the right to continue using the implicated Services; or (ii) replace or modify the implicated Services so that they become non-infringing without substantially compromising their principal functions. If (i) and (ii) are not reasonably available to Chronus, then Chronus may terminate any Order insofar as it relates to the implicated Services upon written notice to Customer and Customer shall be entitled to receive a refund of any applicable prepaid Fees in an amount prorated to reflect the period between the date of termination and the expiration of the Initial Term or Renewal Term, as applicable.
11.2. Customer will indemnify and defend Chronus, its directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses (“Claims”), incurred by Chronus in connection with any actual or threatened third-party Claim arising directly or indirectly from Chronus’ use or hosting of Customer Content in accordance with this Agreement or Customer’s breach of its obligations set out in Section 13 (Compliance with Laws).. of this Agreement.
11.3.The indemnified party must: (i) give the indemnifying party prompt written notice of the claim; (ii) cede full and complete control over the defense and settlement of the claim to the indemnifying party; (iii) provide assistance in connection with the defense and settlement of the claim as the indemnifying party may reasonably request; and (iv) comply with any settlement or court order made in connection with the claim.
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 Customer. 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 (8) 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 Customer 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.
Customer is responsible for providing sufficient information and data to allow Chronus to readily reproduce all reported Errors. If Chronus believes that a problem reported by Customer may not be due to an Error in the Services, Chronus will notify Customer.
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 will use commercially reasonable efforts to ensure that the Services will be available for Customer 99.9% of the time in any calendar month (the “Chronus SLA”) during the course of the term of the Agreement . Customer will be eligible for Service Credits if Chronus fails to meet the Chronus SLA.
SERVICE LEVEL AGREEMENT – SERVICE AVAILABILITY DEFINITIONS
Service unavailability – Service unavailability means the Chronus 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 11:00 PM and 3:00 AM PST. Customer 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, Customer may submit claim for a Service Credit. Customer 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 Customer of the proposed change and the Customer’s 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, Customer may elect to terminate this Agreement without penalty by providing Chronus written notice of such termination within 30 days following notice of such amendment
Last Updated September 11, 2024.
The previous version of the Master Terms of Services can be found here.