Effective date: 4/16/2025
THESE TERMS OF SERVICE (the "Agreement") GOVERN CUSTOMER'S RECEIPT, ACCESS, TO AND USE OF THE SERVICE (AS DEFINED BELOW) PROVIDED BY COMPLEXUS TECHNOLOGIES ("Complexus"). IN ACCEPTING THIS AGREEMENT BY (A) PURCHASING ACCESS TO THE SERVICE THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) SIGNING UP FOR A FREE TRIAL OF THE SERVICE THROUGH A SCREEN THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, CUSTOMER AGREES TO BE BOUND BY ITS TERMS.
THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY ("Customer"); SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR THE APPLICABLE ENTITY DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OR RECEIVE THE SERVICE. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. THE PARTIES AGREE AS FOLLOWS:
Complexus is the owner and provider of a cloud-based project management platform (the "Service"). Anything Customer (including Users) posts, uploads, shares, stores, or otherwise provide through the Service is considered a "User Submission." Customer is solely responsible for all User Submissions it contributes to the Service. The Service may also include templates, help documents, and other documents or information that can assist Customer using the Service ("Complexus Content"). Customer will not receive or have access to the code or software that underlies the Service (collectively the "Software") or receive a copy of the Software itself.
Subject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens agreed to by the parties through Complexus's website that reference this Agreement and describe the business terms related to Customer's subscription ("Order(s)"). All subscriptions will be for the period described on the applicable Order ("Subscription Period"). Use of and access to the Service is permitted only by individuals authorized by Customer and for Customer's own internal business purposes and not for the benefit of any third party ("Users").
Complexus offers a 14-day free trial of the Service. During the free trial period, Customer will have access to all features of the Service. At the end of the 14-day period, Customer must either purchase a subscription to continue using the Service or stop using the Service. Complexus reserves the right to modify or terminate the free trial offer at any time without notice.
Complexus owns the Service, Software, Complexus Content, Documentation, and anything else provided by Complexus to Customer (collectively the "Complexus Materials"). Complexus retains all right, title and interest (including, without limitation, all patent, copyright, trademarks, trade secret and other intellectual property rights) in and to the Complexus Materials, all related and underlying technology and any updates, enhancements, upgrades, modifications, patches, workarounds, and fixes thereto and all derivative works of or modifications to any of the foregoing. There are no implied licenses under this Agreement and any rights not expressly granted to Customer in this Agreement are expressly reserved by Complexus.
Customer is responsible for all activity on its Users' accounts unless such activity is caused by a third party bad actor able to access Customer's account by exploiting vulnerabilities in the Service itself. Customer will ensure that its Users are aware of and bound by obligations and/or restrictions stated in this Agreement and Customer will be responsible for breach of any such obligation and/or restriction by a User.
Customer agrees that it will not, and will not allow Users or third parties to, directly or indirectly:
The Service may work together with third party products, services or applications that are not owned or controlled by Complexus ("Third-Party Applications") and Customer, at its sole option, may choose to use such Third-Party Applications. Complexus does not endorse such Third-Party Applications. Customer acknowledges and agrees that this Agreement does not apply to Customer's use of such Third-Party Applications and Customer may be required by the providers of such Third-Party Applications to enter into separate agreements for Customer's use. Complexus expressly disclaims all representations and warranties relating to any Third-Party Applications.
Customer will pay for access to and use of the Service as set forth on the applicable Order ("Fees"). All Fees will be paid in U.S. dollars. Payment obligations are non-cancelable and, except as expressly stated in this Agreement, non-refundable. Complexus may modify its Fees or introduce new fees in its sole discretion. Customer always has the right to choose not to renew its subscription if it does not agree with any new or revised Fees.
Complexus will charge Customer for the Fees via credit card or other payment methods, pursuant to the payment information provided by Customer to Complexus. Complexus will have the right to charge Customer's payment method for any services provided to Customer by Complexus under the Order, including recurring Fees. It is Customer's sole responsibility to provide Complexus with current and up to date payment information; failure to provide such information may result in suspension of Customer's access to the Services.
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.
Subscriptions to access and use the Service commence on the start date stated on the applicable Order ("Subscription Start Date") and continue for the duration of the Subscription Period. Customer may choose not to renew its Subscription Period by notifying Complexus at support@complexus.app or by modifying its subscription through Customer's account within the Service.
Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after the breaching party's receipt of such notice.
If Customer terminates this Agreement because of Complexus's uncured breach, Complexus will refund any unused, prepaid Fees for the remainder of the then-current Subscription Period. If Complexus terminates this Agreement because of Customer's uncured breach, Customer will pay any unpaid Fees covering the remainder of the then-current Subscription Period after the effective date of termination, if any.
Customer represents and warrants that all User Submissions submitted by Users follow all applicable laws, rules and regulations.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND COMPLEXUS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, COMPLEXUS WILL NOT BE LIABLE WITH RESPECT TO ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, FOR (A) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (B) ANY DAMAGES BASED ON USE OR ACCESS, INTERRUPTION, DELAY OR INABILITY TO USE THE SERVICE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, OR (C) ANY DAMAGES THAT IN THE AGGREGATE EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GIVES RISE TO SUCH DAMAGES.
Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") may disclose business, technical or financial information relating to the Disclosing Party's business that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (hereinafter referred to as the "Confidential Information" of the Disclosing Party). Complexus's Confidential Information includes non-public information regarding features, functionality, and performance of the Service. Customer's Confidential Information includes the User Information and User Submissions.
The Receiving Party will protect the Disclosing Party's Confidential Information using the same degree of care used to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care.
Customer and its Users are required to provide information such as name, email address, username, IP address, browser, and operating system ("User Information") upon logging into the Service in order to access the Service. Customer grants Complexus the right to store, process and retrieve the User Information in connection with Customer's use of the Service.
Customer grants Complexus a non-exclusive, worldwide, royalty-free, paid-up, transferable right and license to use, process, and display (to Users) User Submissions for the sole purpose of providing the Service to Customer.
As Customer (including its Users) interacts with the Service, the Service collects data pertaining to the performance of the Service and measures of the operation of the Service ("Service Data"). Provided that the Service Data is aggregated and anonymized, and no User Information, User Submissions, or any other personal identifying information of Customer is revealed to any third party, Complexus is free to use the Service Data in any manner.
Customer acknowledges that the Service is an on-line, subscription-based product, and that to provide improved customer experience Complexus may make changes to the Service provided, however Complexus will not materially decrease the core functionality of the Service. Complexus may also unilaterally modify the terms of this Agreement by notifying you at least thirty (30) days prior to such changes taking effect and posting such changes at complexus.app/terms.
Notices under this Agreement will be provided as follows: (a) all notices regarding the Service will be sent by email, although Complexus may instead choose to provide notice to Customer through the Service, (b) notices to Complexus must be sent to support@complexus.app, and (c) all notices to Customer will be sent to the email(s) provided through the Service.
This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules. The state and federal courts located in California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement or its formation, interpretation or enforcement.
This Agreement, including all referenced pages and Orders, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
For questions about these Terms, please contact us at:
Legal Department: legal@complexus.app
For general inquiries: Support: support@complexus.app
For billing questions: Billing: billing@complexus.app