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Privacy PolicyCookie PolicyThird Party Sub-ProcessorsData Subject Request (DSAR)Last Updated: January 9, 2024
This End User License Agreement (the “EULA”) is a legal agreement between Comet LLC d/b/a Cometly (“Cometly,” “we,” “us,” or “our”) and you (“Customer,” “you,” “your,” or “Licensee”). This EULA, together with any Order Form or Subscription Agreement referencing it (collectively, the “Agreement”), governs your access to and use of our software platform, related applications, and services (collectively, the “Licensed Software”).
By installing, accessing, clicking “I AGREE,” or otherwise using the Licensed Software, you acknowledge that you have read, understand, and agree to be bound by the terms of this EULA. If you do not agree, do not install or use the Licensed Software.
An individual authorized by Customer to use the Licensed Software for Customer’s internal business purposes, subject to this EULA and any applicable Order Form or Subscription Agreement.
The data, information, or other content (including personal data) that you or your Authorized Users submit or transmit to Cometly via the Licensed Software. This includes information processed on your behalf in providing marketing analytics, attributions, or other related functionalities.
Any user guides, manuals, release notes, or other materials (in any form) provided by Cometly that describe the functionalities or requirements of the Licensed Software.
Any ordering document or online subscription page referencing this EULA that sets forth the commercial details (e.g., fees, term, subscription level).
Cometly’s SaaS platform, analytics tools, API(s), or other software components (including any updates or upgrades provided under this EULA) that Cometly makes available to you.
Any third party authorized by Cometly to process Customer Data in the performance of the Licensed Software or related services.
The duration of this Agreement as specified in Section 9 below.
Cometly’s standard Terms of Service, which supplement and form part of this Agreement.
Subject to your compliance with this EULA and payment of all applicable fees, Cometly grants you a non-exclusive, non-transferable, revocable, and limited license to use (and to permit Authorized Users to use) the Licensed Software during the Term, solely for your internal business purposes, in accordance with the Order Form and this EULA.
Except as expressly permitted in this EULA, you shall not, and shall ensure your Authorized Users do not:
You are responsible for the acts and omissions of your Authorized Users and any other individuals who gain access to the Licensed Software via your credentials or systems. You will ensure all Authorized Users comply with this EULA.
Cometly may engage Sub-Processors to provide certain functionalities (e.g., hosting, analytics, payment processing) that require processing of Customer Data, subject to the terms of our Privacy Policy and Sub-Processor List.
Cometly maintains an up-to-date list of Sub-Processors used for data processing on your behalf, available at: Cometly Third-Party Sub-Processors. We will notify you of any new Sub-Processors at least 30 days before their engagement via email or in-app notice. You have the right to object to the use of a new Sub-Processor by providing a written objection within this period. If we cannot reasonably accommodate your objection, you may terminate this Agreement under Section 9.3 Termination by Customer.
Cometly processes and stores Customer Data primarily in the United States. By using the Licensed Software, you acknowledge and agree that your data, including any personal data, may be transferred to, stored, and processed in the United States or other jurisdictions where Cometly or its Sub-Processors operate.
For customers subject to GDPR, UK GDPR, or similar laws, Cometly relies on Standard Contractual Clauses (SCCs) or other approved mechanisms for lawful data transfers. Additional safeguards, including encryption, pseudonymization, and data minimization, are implemented to protect the data in compliance with applicable legal standards.
Customer Responsibilities: If required by applicable law, you are solely responsible for notifying and obtaining consent from your end users regarding data transfers and ensuring compliance with local jurisdictional requirements. For more details on data handling practices, refer to our Privacy Policy.
You represent and warrant that you have all necessary rights, consents, and permissions to provide Customer Data to Cometly for processing under this EULA. You remain solely responsible for the accuracy, quality, and legality of Customer Data and the means by which you acquired it.
By using Cometly, you acknowledge that you may create custom “Events” to track user actions or conversions. Under no circumstances should you use these Events (or any aspect of the platform) to collect or process health-related data (including protected health information under HIPAA) or sensitive financial data (such as credit card numbers or bank account details). You are solely responsible for ensuring compliance with all applicable laws, and Cometly may immediately suspend or terminate your account if these restrictions are violated. For more details, please refer to Section 8.1 (Prohibited Data) in our Terms of Service.
You shall comply with all applicable laws and regulations in your use of the Licensed Software, including, but not limited to, GDPR, UK GDPR, CPRA, CCPA, and any other relevant privacy, consumer protection, or data security laws.
Consent and Privacy Compliance:
Disclaimer: Cometly provides tools to facilitate your compliance efforts but does not provide legal advice or guarantee compliance. You acknowledge that you are solely responsible for determining and ensuring that your use of the Licensed Software meets all applicable legal and regulatory requirements as outlined in our Privacy Policy and Terms of Service (TOS).
You are responsible for maintaining the confidentiality of your login credentials. You will promptly notify Cometly of any unauthorized use of your account or any other breach of security.
You agree to use the Licensed Software in a lawful and responsible manner, in compliance with all applicable laws, this EULA, and industry best practices. Specifically, you agree:
Prohibited Data
Technical or Operational Misuse
Unlawful or Harmful Activities
Consent and Privacy Compliance
Responsibility and Disclaimer: Cometly may provide tools or guidance to assist with compliance and integration; however, you remain solely responsible for configuring, implementing, and maintaining such mechanisms to meet the legal requirements of all jurisdictions where you operate. Cometly disclaims any liability arising from your failure to comply with applicable laws.
Data Use and Responsibility:
Cometly (and its licensors, if any) retains all right, title, and interest (including all intellectual property rights) in and to the Licensed Software, Documentation, and any other Cometly materials or technology used to provide the Licensed Software. No rights are granted except as explicitly stated in this EULA.
If you provide feedback or suggestions about the Licensed Software (e.g., improvements, ideas), Cometly may freely use, modify, and incorporate such feedback without any obligation to you.
We retain ownership of any anonymized or aggregated data that is derived from the Service. We may use this derived data for analytics, product improvements, or other lawful purposes, provided that such use does not disclose personally identifiable information or otherwise violate applicable laws.
The Service may include or rely on third-party and open-source software components (“Open Source Components”) that are licensed under their respective license terms. You acknowledge and agree that:
“Confidential Information” includes any non-public or proprietary information that a party (the “Disclosing Party”) discloses to the other party (the “Receiving Party”), which is marked or identified as confidential or which should reasonably be understood to be confidential given the nature of the information.
The Receiving Party agrees:
Confidential Information does not include information that:
The Receiving Party may disclose Confidential Information if required by law or regulation, provided it gives the Disclosing Party prompt notice (where lawful) to allow the Disclosing Party an opportunity to seek protective measures.
You agree to pay all fees associated with your subscription as outlined in your Order Form, Subscription Agreement, or self-service account sign-up process. Fees may include subscription charges, usage-based charges, and overage fees, as applicable.
All fees, including subscription fees, overage charges, and taxes, are non-refundable unless otherwise required by applicable law or expressly agreed in writing by Cometly. Residents of jurisdictions with specific refund protections, such as the California Automatic Renewal Law, may be eligible for refunds under such laws. Refund requests must be submitted in writing to support@cometly.com.
Effect of Refunds on Data: Upon termination and refund, Customer Data will be handled in accordance with our Privacy Policy and Data Retention & Deletion Policy.
If you believe there is an error in your billing, you must notify Cometly within thirty (30) days of the charge. Failure to provide notice within this period constitutes your acceptance of the charge.
If any payment is not received when due, Cometly may, at its discretion:
Fees do not include applicable taxes (e.g., sales, use, VAT, GST), unless expressly stated otherwise. You are solely responsible for the payment of all such taxes associated with your subscription, excluding taxes based on Cometly’s net income.
Each party represents and warrants that:
Cometly warrants that:
If Cometly fails to meet the warranty in this Section 7.2, your sole and exclusive remedy is for Cometly to use commercially reasonable efforts to correct the non-conformity or, at Cometly’s discretion, terminate the Agreement and provide a pro-rata refund of any pre-paid, unused subscription fees.
You represent and warrant that:
EXCEPT AS EXPRESSLY PROVIDED IN THIS EULA:
You acknowledge and agree that:
You shall defend Cometly (and its officers, directors, employees) from and against any third-party claim arising out of or related to:
This EULA is effective from the date you first access or use the Licensed Software or as otherwise specified in your Order Form or Subscription Agreement and remains in effect until terminated as outlined below.
You may terminate this EULA by ceasing all use of the Licensed Software and providing written notice to Cometly. If you subscribed through a self-service platform, termination will be effective at the end of the current subscription period, and no refunds will be issued unless required by applicable law. For custom or legacy contracts, termination terms in those agreements shall apply.
We may terminate this EULA and your access to the Licensed Software at any time, with or without cause. If terminated without cause, we may, at our discretion, provide a pro-rata refund for the unused portion of your subscription.
We may also terminate immediately without notice if:
If Cometly terminates this EULA for reasons other than your breach, we will provide a pro-rata refund of prepaid, unused subscription fees as of the effective date of termination.
Upon termination:
In addition to termination, Cometly reserves the right to suspend your access to the Licensed Software if we reasonably believe you have breached this EULA, failed to pay fees, or otherwise jeopardized the security or integrity of the Licensed Software or other users. Suspension does not relieve you of payment obligations.
The following sections of this EULA will survive termination or expiration: 3 (Customer Responsibilities), 4 (Proprietary Rights), 5 (Confidentiality), 7 (Warranties; Disclaimers), 8 (Indemnification), 9.4 (Effect of Termination), 10 (Limitation of Liability), 11 (Governing Law; Dispute Resolution), and 13 (Miscellaneous).
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR OTHER SIMILAR LOSSES ARISING OUT OF OR RELATED TO THIS EULA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS (SECTION 5), VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, OR INDEMNIFICATION OBLIGATIONS (SECTION 8), AND TO THE MAXIMUM EXTENT PERMITTED BY LAW:
This EULA is governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding its conflict of law rules that might otherwise apply the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
Any disputes not subject to arbitration shall be resolved exclusively in the state or federal courts located in the Commonwealth of Pennsylvania, and each party consents to the personal jurisdiction of such courts.
Before initiating arbitration, the parties agree to make good-faith efforts to resolve disputes through mediation. If mediation fails, disputes shall be submitted to binding arbitration conducted in accordance with the arbitration rules applicable in the Commonwealth of Pennsylvania. The arbitration will take place in the Commonwealth of Pennsylvania, and the arbitrator's decision shall be final and binding.
Each party shall bear its own costs and expenses, including attorney's fees, unless otherwise required by applicable law or determined by the arbitrator. The arbitrator's decision shall be final and binding, and judgment on the arbitration award may be entered in any court having jurisdiction.
All notices or communications under this EULA shall be in writing and deemed given:
to the addresses specified in the Order Form or to such other addresses as either party may designate in writing. All notices under this agreement shall be sent via email, personal delivery, or through your account dashboard, as applicable.
This EULA, together with the Order Form, Privacy Policy, Cookie Policy, and any referenced documents, constitutes the entire agreement between the parties regarding the Licensed Software. It supersedes any prior or contemporaneous understandings, agreements, or representations.
Cometly may update this EULA from time to time. Material changes will be communicated (e.g., via email or in-app notice). Continued use of the Licensed Software after such changes indicates acceptance. All updates will be consistent with our Privacy Policy and Terms of Service (TOS).
No waiver of any provision shall be deemed a waiver of that provision or any other provision.
Neither party may assign or transfer this EULA or any rights or obligations hereunder without the other party’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all assets.
If any provision of this EULA is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
The parties are independent contractors. This EULA does not create a joint venture, partnership, or agency relationship.
13.7.1 Events Beyond Control Neither party shall be liable for any failure or delay in performance under this EULA (except for payment obligations) due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, cyberattacks, pandemics, governmental actions, or other similar events (“Force Majeure Events”).
13.7.2 Suspension of Obligations If a Force Majeure Event occurs, the affected party’s obligations under this EULA (other than payment obligations) will be suspended to the extent and for the duration of the Force Majeure Event. Both parties agree to use commercially reasonable efforts to resume performance as soon as practicable.
13.7.3 Notice and Mitigation The affected party must promptly notify the other party in writing of the Force Majeure Event, providing sufficient detail about its nature and expected duration. The affected party must also take commercially reasonable steps to minimize the effects of the Force Majeure Event on its performance.
13.7.4 Fees and Service Continuity If a Force Majeure Event causes a disruption to the Licensed Software, fees will remain non-refundable. However, if the disruption persists for more than thirty (30) consecutive days, Cometly will extend the subscription term to cover the period of unavailability at no additional charge.
13.7.5 Termination for Extended Force Majeure Events If a Force Majeure Event prevents either party from performing its material obligations under this EULA for more than ninety (90) consecutive days, either party may terminate this EULA by providing written notice to the other party. Such termination will not relieve you of any payment obligations incurred before the effective date of termination.
You agree to comply with all applicable export and import laws and regulations, including U.S. export control laws, in using the Licensed Software.
This EULA may be executed in counterparts, each of which shall be deemed an original, but all of which together form one and the same agreement.
From time to time, Cometly may provide access to beta features, tools, or services (“Beta Services”) for testing or evaluation purposes. Beta Services may be identified as "beta," "preview," "experimental," or similar labels. By accessing or using Beta Services, you acknowledge and agree that:
This EULA is drafted in English, and the English version shall govern in the event of any conflict between translations.
If you have any questions about this EULA or the Licensed Software, please contact us at:
Comet LLC d/b/a Cometly
41 University Drive
Suite 400
Newtown, Pennsylvania 18940
United States
Email: support@cometly.com