Services & Access
Kobo will provide the hosted Services described in the Users Plan. Subject to payment of Fees, Kobo grants Customer a non‑exclusive, non‑transferable right for its Users to access and use the Services for Customer’s internal business purposes.
Restrictions: no reverse engineering, copying (except as permitted by law), reselling, or use to build a competing product.
Availability & Support
Uptime: 99.9% monthly, excluding scheduled maintenance and force‑majeure events.
Support: Mon–Fri business hours;
Targets:
P1 = 1‑hour response / updates every 60 min / restoration target 4 hours.
P2 = 4 business‑hour response / 1 business‑day restoration.
P3 = next business‑day response.
P4 = 2 business‑day response.
Security & Data Protection
Kobo processes Customer Data to provide the Services under Customer’s instructions; a DPA (incl. SCCs where applicable) is available on request. Kobo may use contracted subprocessors and will notify of material changes. Security incident notice without undue delay (≤72 hours where required by law).
Customer Responsibilities
Customer is responsible for Users’ and invited Suppliers’ activity, keeping credentials secure, and ensuring Customer Data is lawful and accurate.
Confidentiality
Each party will protect the other’s Confidential Information with reasonable care, use it only to perform under these terms, and disclose only to personnel/contractors under similar duties of confidentiality.
IP & Content
Kobo owns the Services and Documentation. Customer owns Customer Data and any templates/workflows it creates. Customer grants Kobo a limited license to host, process, and display Customer Data to provide the Services and to use de‑identified, aggregated usage data for analytics and product improvement.
Term, Renewal, Suspension
Our Terms start on the Effective Date your subscription is purchased. Kobo may suspend access for non‑payment (after notice), security risks, or unlawful use; service will be restored promptly once resolved.
Termination & Data Return
Either party may terminate this MSA or an Order Form for material breach uncured within 30 days of notice (10 days for payment) or if the other party becomes insolvent.
Upon termination/expiration of a subscription, access ends. Upon request within 30 days, Kobo will provide a standard export of Customer Data; thereafter Kobo deletes from active systems subject to legal retention and backups.
Warranties & Remedies
Kobo warrants the Services will materially conform to the Documentation. Except as stated, the Services are provided "as is" and Kobo disclaims other warranties (including implied warranties of merchantability, fitness, and non‑infringement).
Indemnities
Kobo: will defend Customer from third‑party claims that authorized use of the Services infringes a U.S. patent, copyright, or trademark, and pay damages finally awarded; exclusions include combinations, modifications not made by Kobo, and use contrary to Documentation. Kobo may procure the right to continue use, modify to be non‑infringing, or terminate the affected subscription with a pro‑rata refund.
Customer: will defend Kobo against claims arising from Customer Data or unlawful use.
Procedure: prompt notice, reasonable cooperation, and sole control of defense by the indemnifying party.
Liability
Cap: Each party’s total liability is limited to the fees paid or payable by Customer under the affected subscription in the 12 months before the claim. No indirect damages. Exclusions from cap: breaches of confidentiality or data‑security obligations, IP indemnity obligations, and Customer’s unpaid fees.
Compliance & Export
Each party will comply with applicable laws, including export controls and anti‑corruption laws. Customer will not permit use by sanctioned parties or in embargoed countries.
Publicity; Miscellaneous
Kobo may use Customer’s name/logo in customer lists; any public case study requires consent. Assignment requires consent except to an Affiliate or in connection with a corporate transaction. Notices must be in writing to the addresses in the subscription. Force majeure applies. Governing law/venue per the subscription.
Order of precedence: Order Form → DPA (for data processing) → this MSA. No third‑party beneficiaries; severability and waiver apply.