Cohesion Software as a Service (SaaS) Agreement governing Customer use of Cohesion Services.
Last updated: July 10, 2025
This Cohesion Software as a Service (SaaS) Agreement (this "Agreement") is entered into between cohesionIB, Inc., a Delaware corporation with an office address of 20 N. Wacker Drive, Suite 2420, Chicago, IL 60606 ("COHESION"), and the customer identified in the applicable Order Form ("Customer") (collectively, the "Parties," or individually, a "Party").
This Agreement governs and is incorporated into each Order Form entered into hereunder between the Parties. This Agreement is effective as of the effective date set forth in the applicable Order Form.
This Agreement governs Customer’s use of Services from COHESION. This Agreement, which includes the attached Schedules and all Order Form(s), constitutes the entire agreement between the Parties with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the Parties. There are no conditions, understandings, agreements, representations or warranties, express or implied, which are not specified herein.
This Agreement is for Customer to purchase through this Agreement, including any Order Forms, COHESION’s Services for use at the Customer property (or properties) identified in the applicable Order Form (the “Property” or “Properties”).
The “Term” of this Agreement shall be the term of each subscription as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional one (1) year terms, unless either party gives the other written notice (email acceptable) at least ninety (90) days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at COHESION’s applicable list price in effect at the time of the applicable renewal, unless otherwise expressly stated in the Order Form. Notwithstanding anything to the contrary in this Agreement, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
Except as otherwise provided herein, a Party may terminate this Agreement (or an Order Form)
Upon expiration or termination of this Agreement:
Customer will pay all fees specified in each Order Form. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Platform subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
Customer will provide COHESION with valid and updated credit card information or alternative payment method reasonably acceptable to COHESION upon entering into an Order Form under this Agreement. If Customer provides credit card information to COHESION, Customer authorizes COHESION to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in such Order Form. Such charges shall be made in a dvance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, COHESION will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net thirty (30) days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to COHESION and notifying COHESION of any changes to such information.
If any invoiced amount is not received by COHESION by the due date, then without limiting COHESION’s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
If any charge owing by Customer under this or any other agreement for Services is thirty (30) days or more overdue (or ten (10) or more days overdue in the case of amounts Customer has authorized COHESION to charge to Customer’s credit card), COHESION may, without limiting its other rights and remedies, suspend Services until such amounts are paid in full, provided that COHESION will give Customer reasonable prior written notice (email acceptable) that its account is overdue before s uspending Services to Customer. During any period for which access or delivery of the Services is suspended, Customer shall continue to incur any fees and interest.
COHESION will not exercise its rights under Section 3.3 (Overdue Charges) or 3.4 (Suspension of Service) if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. Customer must notify COHESION of such dispute no later than thirty (30) days after the closing date on the first billing statement to which the dispute relates.
COHESION’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If COHESION has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, COHESION will invoice Customer and Customer will pay that amount unless Customer provides COHESION with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, COHESION is solely responsible for taxes assessable against it based on its income, property and employees
Unless otherwise set forth in herein or in an applicable Order Form, Customer is also responsible for the payment of the following:
COHESION and Customer each represent and warrant that:
COHESION represents and warrants that:
Customer represents and warrants that:
Subject to the limited rights expressly granted in this Agreement, COHESION and its suppliers and licensors own all of the worldwide rights, title, and interest in and to the Services, SaaS Services Platform, COHESION Content, and Ideas (as defined below), all underlying data compilations and information, and all related materials, as well as all intellectual property derived by the provision of the Services. COHESION owns any future worldwide rights, title, and interest therein and thereto, inc luding all associated intellectual property rights, moral rights, and good will, and any modification, enhancement, derivative work or other improvement, whether developed by or for COHESION or Customer; provided, however, that Customer retains a non-exclusive right to use any such modification, enhancement, derivative work or other improvement solely in conjunction with the Services without additional fees. No rights are granted to Customer other than as expressly set forth in this Agreement.
As between COHESION and Customer, Customer is the exclusive owner of all right, title, and interest in and to the information Customer provides or makes available to COHESION for provision of the Services or that the Services create on behalf of Customer (“Customer Data”). Except as otherwise provided herein, Customer hereby grants to COHESION a limited, non-exclusive, worldwide, royalty-free license to use, copy, print, display, reproduce, modify, edit, publish, post, manipulate, transmit, distribute, and otherwise process Customer Data solely to provide the Services subject in each case to the terms of Section 6 (Confidentiality). In addition, and notwithstanding anything herein to the contrary, COHESION shall have the right to, and Customer hereby authorizes COHESION to, aggregate (including by combining with data from other customers or sources), anonymize, and /or otherwise de-identify Customer Data to create De-Identified Data. Subject to Customer’s ownership rights in the underlying Customer Data: (i) COHESION shall exclusively own all right, title, and interest in and to any and all De -Identified Data; and (i i) COHESION may freely use and retain (including following any expiration or termination of this Agreement) De -Identified Data for any purpose as determined in COHESION’s sole discretion, including without limitation for improving COHESION’s existing produ cts and services, developing new COHESION products and services, and for marketing purposes (e.g., indicating the number of people using COHESION products and services). For the avoidance of doubt, COHESION shall not externally use or disclose De-Identified Data in any manner that identifies Customer or any individual person.
Customer may provide feedback, statements, suggestions, and ideas (collectively, “ Ideas”) to COHESION, directly or indirectly, in connection with use of the Services. COHESION may use the Ideas for any purpose, including but not limited to modifying the SaaS Services Platform and creating multimedia works or promotional materials. COHESION is not obligated and makes no commitment to treat or maintain as confidential any Ideas which Customer submits. Customer will not receive any type of payment or r emuneration from COHESION for Ideas. All documents and materials submitted through this Agreement to COHESION in connection with Ideas become the property of COHESION unless COHESION agrees otherwise in writing.
Customer acknowledges that receipt or use of Ideas imposes no obligation on COHESION toward Customer.
The Parties may obtain nonpublic information from each other that is confidential and/or proprietary (“Confidential Information”). Such Confidential Information includes, but is not limited to:
Customer Data, the terms of this Agreement (including pricing); information regarding a Party’s current, future, and proposed products and services; ideas, designs, plans, and roadmaps; prices and costs; trade secrets, patents, and patent applications; media; techniques, processes, and algorithms; works of authorship; inventions; software schematics, code, source documents, data, and formulas; financial information; procurement requirements; lists of customers, suppliers, investors, employees, and business relationships (including Customer’s current and prospective t enants); and any other information the receiving Party knows or reasonably ought to know is confidential, proprietary, or trade secret information. Confidential Information also includes any nonpublic information provided to the disclosing Party by third p arties. Confidential Information shall not include ideas or information that: (i) is or becomes generally available to the public through no fault of the receiving Party (or anyone acting on its behalf) and which the receiving Party reasonably believes is not confidential; (ii) was previously rightfully known to the receiving Party free of any obligation to keep it confidential; (iii) is subsequently disclosed to the receiving Party by a third party who may rightfully transfer and disclose the information without restriction and free of any obligation to keep it confidential; (iv) is independently developed by the receiving Party or a third party without reference or access to the disclosing Party’s Confidential Information where that can be proven through documentation; or (v) is oth erwise agreed upon by the Parties not to be Confidential Information.
Each Party retains all ownership rights in and to its Confidential Information. Notwithstanding the termination or expiration of this Agreement, the Parties shall hold each other’s Confidential Information in strict confidence and trust using the same degree of care it uses to protect its own Confidential Information but in no event less than a reasonable degree of care. The Parties shall not use, reproduce or disclose the other Party’s Confidential Information to any person or entity except as specifically permitted in this Agreement. The Parties may disclose each other’s Confidential Information only to those of its and its affiliates’ employees, contractors, consultants, vendors, asset managers, property managers, attorneys, accountants and a dvisors who are bound by confidentiality terms at least as restrictive as those set forth in this Agreement, and only when required for the performance of their duties.
The Parties may disclose each other’s Confidential Information if required to do so as a matter of law, regulation, or court order, provided that the disclosing Party: (i) shall use reasonable efforts to provide the other Party with prompt notice prior to such disclosure reasonably sufficient to allow the disclosing Party the opportunity to apply for a protective order or other restriction regarding such disclosure; (ii) shall disclose only that portion of the Confidential Infor mation that is legally required to be furnished; and (iii) shall use reasonable efforts to seek a commitment from the recipient to which the information must be disclosed that it not further disclose the Confidential Information.
COHESION represents and warrants that it maintains, and will continue to maintain, the insurance coverage set forth on Schedule II attached hereto and incorporated herein by reference. 8. DISCLAIMER. UNLESS OTHERWISE SET FORTH HEREIN, THE SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNLESS OTHERWISE SET FORTH IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL WARRANTIES, ORAL OR WRITTEN, WITH RESPECT TO ITS PER FORMANCE UNDER THIS AGREEMENT, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THAT PROVISION IS KNOWN TO COHESION), WHETHER ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. UNLESS OTHERWISE SET FORTH HEREIN, COHESION DOES NOT REPRE SENT OR WARRANT THAT THE SERVICES ARE COMPLETE OR FREE FROM ERROR OR WILL BE AVAILABLE 24 HOURS PER DAY, 7 DAYS PER WEEK. UNLESS OTHERWISE SET FORTH HEREIN, COHESION MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, SECURITY, OR USEFULNESS OF THE SERVICES OR THE LEGALITY OR PROPRIETY OF THE USE OF THE SERVICES IN ANY GEOGRAPHIC AREA, OR THAT THE SERVICES WILL MEET CUSTOMER’S OR ANY AUTHORIZED USER’S REQUIREMENTS OR SATISFACTION. COHESION DOES NOT PROMISE OR GUARANTEE ANY SPECIFIC LEVEL OF AIR CLEANLINESS OR ANY HEALTH BENEFITS FROM USE OF THE SERVICES. 9. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION SET FORTH HEREIN, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, AND/OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. COHESION’S MAXIMUM DIRECT LIABILITY UNDER THIS AGREEMENT IS LIMITED TO MONEY DAMAGES NOT EXCEEDING THE SAAS SERVICE FEES ACTUALLY PAID BY CUSTOMER TO COHESION DURING THE 3 MONTHS PRECEDING THE CIRCUMSTANCES GIVING RISE TO A CLAIM. THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS MADE WITHIN THE 3-MONTH PERIOD ARE AGGREGATED TO DETERMINE THE LIMIT AND THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THIS LIMIT.
The Parties acknowledge that no partnership, joint venture, agency, fiduciary, or employment relationship is intended or created by this Agreement. Neither Party is the legal representative or agent of, nor has the power or right to obligate, direct, or supervise the daily affairs of the other Party, and neither Party shall act, represent, or hold itself out as such. There are no third-party beneficiaries to this Agreement.
Except as otherwise specified in this Agreement, all notices and other communications under this Agreement must be in writing and will be effective: (i) when delivered either personally or by a commercial overnight carrier, with written verification of r eceipt; (ii) the second business day after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iii) the day of sending by email, if the sender retains evidence of successful transmission and promptly sends a physical copy by ordinary mail. Billingrelated notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to Customer’s address and email address as identified in the Order Form.
All notices to COHESION will be addressed as follows (or to such other address as may be specified by COHESION in a notice in accordance with this section): cohesionIB, Inc. 20 North Wacker Drive, Suite 2420 Chicago, IL 60606 Attn: Thru Shivakumar tshivakumar@cohesionib.com
In the event a provision or portion of a provision of this Agreement is held unenforceable, invalid or illegal, the validity, legality and enforceability of the remaining provisions or portions shall not be affected and shall be enforceable to the fullest extent allowable by law in order to give maximum legal force and effect to those provisions or portions that are not illegal or unenforceable.
No waiver shall be effective unless it is in writing and signed by the Party granting the waiver. No waiver shall constitute a subsequent or continuing waiver of such right or any other rights under this Agreement.
Customer acknowledges that the Services are a valuable commercial product, the development of which involved the expenditure of substantial time and money. Any violation of the licenses or rights granted hereunder, confidentiality obligations, or the infri ngement or misappropriation of COHESION’s intellectual property rights shall be deemed a material breach of this Agreement, for which COHESION may not have adequate remedy in money or damages, and COHESION shall be entitled to injunctive relief, in addition to (and not in lieu of) such further relief as may be granted by a court of competent jurisdiction, without the requirement of posting a bond or providing an undertaking.
Except for Customer’s obligation to continue to pay the fees for Services provided, neither Party shall be liable for delays or any failure to perform the Services or the obligations under this Agreement due to, and for the time period of, causes beyond its reasonable control (as defined below) (each, a “ Force Majeure Event ”); provided, however, (a) such Force Majeure Event could not be prevented by appropriate precautions; and (b) the affected Party is diligently attempting to recommence pe rformance. Force Majeure Event includes any failure or delay in its performance due to circumstances beyond its reasonable control, including but not limited to: an act of terrorism or war (declared or not declared); sabotage; insurrection; riot; act of ci vil disobedience; act of any government; accident; fire; explosion; flood; storm; earthquake; volcanic eruption; nuclear event; any act of God; labor disputes; failure or delay of shippers; or unavailability of components or equipment.
This Agreement is governed by and to be construed in accordance with the laws of the State of Illinois, without giving effect to its principles of conflicts of law. Any litigation arising out of this Agreement shall be brought by either Party exclusively in a state or federal court of competent jurisdiction located in Cook County, Illinois. Each Party hereby consents to the exclusive personal jurisdiction of such courts and waives any defenses it may have before such courts based on a lack o f personal jurisdiction or inconvenient forum. EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL.
COHESION may change the terms of this Agreement at any time and from time to time; provided, however, that with respect to any existing Order Form(s), any such change will not take effect until the start of the next renewal term (if any) of such Order Form(s). Subject to the foregoing, this Agreement and any individual Order Form may only be amended by written instrument signed by both Parties, or by the Parties’ agreement as reflected through an agreed upon project management tool.
means any (i) Customer employee, (ii) Customer contractor, consultant, agent, vendor, and their designees if such third parties need to access and use the Services based upon their relationship with Customer, or (iii) other persons authorized by Customer to access and use the Services through Customer’s account under this Agreement.
means any corporate reorganization, consolidation, merger of the Party with an unaffiliated entity, the transfer of controlling stock, management powers, or other controlling ownership interests in the Party, or the sale of all or substantially all of the assets of the Party to which this Agreement relates.
means the design and function of the SaaS Services Platform and the content of the SaaS Services Platform, such as text, graphics, images, audio and video files, user help files, the layout and presentation of the Services, any mobile applications, analytics, and demographic data relating to any use of the SaaS Services Platform, and any other material contained in the SaaS Services Platform, but excluding Customer Data.
means data that can no longer be associated with an individual in any manner.
means the ability of computer systems or software to exchange and make use of information to allow for the provision of the Services.
means an order form referencing this Agreement and signed by authorized representatives of both Parties.
means the services to be provided to Customer as specified in the Order Form(s) including access to and use of COHESION’s software products, features, Platform, central software application environment and associated infrastructure and communication serv ices, and associated user documentation and supplemental materials herein. Customer may add additional Modules to the Services as mutually agreed to by the Parties.
COHESION shall provide the following support during the Term of this Agreement:
Scope of Support a) In-Scope: COHESION shall provide support for the following:
i. Functional or performance issues caused by the Platform; and ii. Loss or Alteration of Data. “Loss or Alteration of Data” means that the data stored within the Services or SaaS Services Platform is permanently inaccessible or has been temporarily or permanently altered. b) Out-of-Scope: At the rates set forth in this Agreement or at a mutually agreed upon rate, and for the purpose of recovering Services functionality, COHESION will use commercially reasonable efforts to provide reasonable support for problems caused by (i) factors outsi de of COHESION’s reasonable control, (ii) Customer’s or third-party hardware or software, or
Support hours are Monday through Friday 8 A.M. CST to 6 P.M. CST (excluding holidays). Customer should report outages and material Service interruptions to support@cohesionib.com.
COHESION shall, during support hours, use commercially reasonable efforts to respond to issues properly submitted to COHESION in accordance with the definitions and table below. COHESION shall assign the priority level for each issue in its reasonable disc retion. For any issue that COHESION assigns a Priority Level 1 case priority, Customer shall remain accessible (continuous 24x7 availability) for engagement and troubleshooting with COHESION support from the time the case is submitted until the issue is mi tigated or resolved. Any failure to remain accessible may result in COHESION downgrading the issue to Priority Level 2 or Priority Level 3, in COHESION’s sole discretion.
| Priority Level | Response Time |
|---|---|
| Priority Level 1 | 2 HOURS |
| Priority Level 2 | 8 HOURS |
| Priority Level 3 | 24 HOURS |
System Uptime COHESION shall use commercially reasonable efforts to maintain the SaaS Services Platform with an Availability of 99.5% each month the “Availability Commitment”). “Availability” is the total number of minutes in the month minus the total number of minutes that the SaaS Services Platform was Unavailable (as defined below), divided by the total number of minutes in the month.
If Availability of the SaaS Services Platform is less than the Availability Commitment in a given month, then, subject to the below, Customer may request and receive a service level credit equal to an amount determined in accordance with the table below (“SLA Credit”). The SLA Credit is calculated as the applicable percentage outlined below multiplied by the annual subscription fee paid by Customer for the then current annual period divided by twelve (12). Customer will not be eligible to receive an SLA Credit if Customer’s account is delinquent.
| Availability | SLA Credit |
|---|---|
| 98% – 99.49% | 5% |
| 95% – 97.99% | 10% |
| < 95% | 15% |
SLA Credits will be issued to the entity that COHESION invoices for the applicable Service, as a separate credit memo that can be applied towards any subsequent invoice(s) for that Service. For clarity, if Customer purchased a Service from an authorized reseller of COHESION, Customer will receive any applicable SLA Credits from that reseller. In the event there are no outstanding fees owed by Customer to COHESION, Customer will be issued a refund in the amount equal to the remaining SLA Credits due by COHESION. The SLA Credits stated herein are Customer’s sole and exclusive remedy (and COHESION’s sole liability) for any claims in connection with any failure to meet the Availability Commitment.
Reporting and Confirmation To receive an SLA Credit, Customer must submit a claim to support@cohesionib.com within five (5) business days following the end of the month in which the failure to meet the Availability Commitment occurred, along with the following information:
a. The manner in which the SaaS Services Platform was not available to Customer;
b. The date and time in which the SaaS Services Platform first became not available to Customer; and
c. Any other information that COHESION may reasonably request.
Failure to properly submit such a claim within five (5) business days of the end of the month in which the failure occurred will forfeit the right to receive SLA Credits. Upon receipt of Customer’s claim, COHESION will verify Customer’s report through any available system logs and records and, if verified by COHESION, issue Customer the applicable SLA Credit as stated herein.
i. The SaaS Services Platform will, subject to the SLA limitations set forth below, be considered unavailable only if the SaaS Services Platform, as a whole, does not repeatedly respond with a valid response code to a valid authentication or authorization HTTPS request (“Unavailable”). ii. Notwithstanding anything herein to the contrary, the SaaS Services Platform will not be considered Unavailable for any downtime or outages arising from or relating to: (i) a Customer Outage Event (as defined below), (ii) any equipment, applications, interfaces, integrations, or other systems not owned or managed by COHESION, (iii) any products or services not offered by COHESION, (iv) any event invoking COHESION’s disaster recovery plan, or (v) a Force Majeure Event. iii. "Customer Outage Event" means a period of time in which SaaS Services Platform is not available due to acts, omissions or requests of Customer, including without limitation: (a) configuration changes in, or failures of, the Customer end of the network connection, (b) work performed by COHESION at Customer’s request, (c) Customer’s un availability or untimely response to incidents that require its participation for source identification and/or resolution, (d) load or penetration testing performed by Customer, (e) any extensibility code maintained by the Customer, or (f) Customer’s or any of its users’ negligence, willful misconduct, or failure to use the SaaS Services Platform in accordance with the Agreement.
Customer may access real-time information related to Service performance on externally available status pages at https://status.cohesionib.com.
COHESION may perform emergency maintenance for which COHESION will use commercially reasonable efforts to notify Customer in advance.
For the avoidance of doubt, if the SaaS Services Platform is Unavailable due to emergency maintenance, such Unavailability will be counted as minute(s) that the SaaS Services Platform is Unavailable for purposes of the Availability calculation.
COHESION, at its sole cost and expense, shall at all times during the Term of the Agreement carry and maintain the following insurance coverage. Upon request, COHESION will furnish Customer with certificate(s) of said insurance policy or policies. Any and all deductibles or self-insured retentions shall be the responsibility of COHESION and shall be treated as valid and collectible insurance.
