Last Updated: March, 28, 2020
The website coefficient.io (“Site”) and any services provided are provided by Coefficient Works, Inc., (“Coefficient,” “we,” “us” or “our”) to provide any services offered via the Site, or via the (collectively, the “Services”) to you (“User,” “Users” “you” or “your”). These Services include Services that allow you to: (i) upload certain data, including data downloaded by you from third party service providers that may contain personal information that identifies you or another person to Coefficient;(ii) allow you to use the Services to transfer this certain data to supported third parties, such as Google at your direction (“User Controlled ThirdParties”) while granting us a license to the same as outlined within this document.
1. MODIFICATION OF THIS AGREEMENT.
1.1. We may change, modify, add or remove portions of the Agreement(each, an “Update”) at any time and in our sole discretion without prior notice and each such Update will be effective immediately. If we make an Update, we will change the “Last Updated” date above. Your continued use of the Site orServices will confirm your acceptance of the Update. We encourage you to frequently review this Agreement to ensure you understand the latest terms and conditions associated with use of the Site or Services. If you do not agree to an Update, you must discontinue using the Site and Services.
2. OWNERSHIP; PROPRIETARY RIGHTS.
2.1. The Site and Services, including all information and materials contained in the Site and Services, is owned and operated by Coefficient or, to the extent expressly otherwise indicated in the Site and Services, other parties. All content, images, illustrations, designs, names, products, services, icons, photographs, video clips, typefaces, source and object code, format, queries, algorithms, visual interfaces, HTML, information, graphics, design, look and feel, compilation and all other elements (whether written or otherwise) of the Site and Services (collectively, the “Materials”), as well as their selection and arrangement, and all intellectual property and other rights relating to Materials, are protected by, as appropriate by UnitedStates copyright, trade dress, patent, and trademark laws, international laws and conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials are the property of Coefficient or its subsidiaries or affiliated companies and/or third-party licensors. Except as expressly authorized by Coefficient under this Agreement, you agree not to directly or indirectly sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
2.2. User hereby grants to Coefficient and its affiliates anon-exclusive, worldwide, fully paid-up, and royalty-free license to use, reproduce, modify, create derivative works, distribute, display and transmit any data voluntarily contributed by the User to Coefficient via the connectors or APIs (“User UploadData”) solely for those purposes necessary to provide the Services.
2.3. User warrants to Coefficient that, and shall ensure that, noUser Upload Data contains content that may infringe upon the intellectual property rights of another, nor would the User Upload Data violate any applicable laws of any jurisdiction, including the United States, and that theUser has all necessary rights to grant the rights provided within thisAgreement, including within the preceding section, to Coefficient.
2.4. Ownership. Notwithstanding any provision to the contrary herein, User shall at all times retain sole ownership of its User Upload Data. As between the parties, Coefficient owns and retains all right, title, and interest in and to the Services. There are no implied licenses granted by Coefficient under this Agreement.
3. GUIDELINES; USAGE RULES; PROHIBITED CONDUCT AND USES.
3.1. YOU UNDERSTAND AND HEREBY ACKNOWLEDGE AND AGREE THAT YOUWILL ABIDE BY THE USAGE RULES SET FORTH IN THIS SECTION 3 (THE “GUIDELINES”). IN PARTICULAR, YOU WILL NOT:
3.1.1. use the Site or Services or any information displayed within the Site and Services to stalk, harass, abuse, defame, threaten or defraud other Users, or collect, attempt to collect or store location or personal information about other Users;
3.1.2. use the Site or Services if you are under the age of eighteen (18) years old;
3.1.3. use the Site orServices for any illegal purpose, or in violation of any local, state, national, or international law, including laws governing intellectual property or other proprietary rights, data security, privacy or import or export control;
3.1.4. make unsolicited offers, advertisements, proposals, or send junk mail, to other Users. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures, surveying or requests to participate in surveys or studies;
3.1.5. impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Site and Services accounts of other Users;
3.1.6. misrepresent the source, identity or content of information transmitted via the Site and Services;
3.1.7. remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site and Services, features that prevent or restrict use or copying of any content accessible through the Site andServices, or features that enforce limitations on use of the Site and Services;
3.1.8. intentionally interfere with or damage operation of the Site and Services or Services or any User’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, worms, invalid data, key loggers, spyware, Trojan horses, time bombs, or other malicious or harmful code, or imposing an unreasonable or disproportionately large load on our infrastructure;
3.1.9. post, store, send, transmit, or disseminate any information or material that a reasonable person could deem to be objectionable, defamatory, libelous, offensive, obscene, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically or otherwise offensive to any group or individual, intentionally misleading, false, harmful to minors, or otherwise inappropriate, regardless of whether the information or material, or its dissemination, is unlawful;
3.1.10. post, store, send, transmit, or disseminate any information or material that infringes any patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights;
3.1.11. attempt to gain unauthorized access to the Site and Services, or any part of it, other accounts, computer systems or networks connected to the Site and Services, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Site and Services or any activities conducted on the Site and Services;
3.1.12. hack, spam or phish Coefficient or any Users; or
3.1.13. hold us responsible for your use of the Site and Services.
3.2. Please let us know about any inappropriate behavior that you become aware of within the Site and Services. If you find something that violates these Guidelines or the Agreement otherwise, let us know by sending us an email to firstname.lastname@example.org. We reserve the right, in our sole and absolute discretion, to deny you or anyone access to the Site and Services without notice.
4. USAGE; REFUSAL OR SUSPENSION OF SERVICE.
4.1. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO HAVE OUR SYSTEMS MONITOR ANY USER’S USE OF THE SITE AND SERVICES OR SERVICES. ACCORDINGLY, WE ALSO RESERVE THE RIGHT TO DISABLE ANY USER’S USE OF OR ACCESS TO THE SITE AND SERVICES.
4.2. You alone are responsible for your involvement with otherUsers. You agree that we will not be responsible for any loss or damage incurred as the result of any such interactions.
5. THIRD-PARTY SITES, PRODUCTS AND SERVICES; LINKS.
5.1. The Site may include links to third party websites or services (“Third Party Websites”) solely as a convenience to Users. We do not endorse any Third Party Website or the information, material, products or services contained on other sites linked to, or accessible through, any ThirdParty Website. Furthermore, we make no express or implied warranties with regard to the information, material, products or services that are contained on or accessible through any Third Party Website. Access and use of any ThirdParty Website, including information, material, products and services on suchThird Party Website or available through such Third Party Website is solely at your own risk. Further, if you do not agree to the applicable terms of service provided by one or more Third Party Websites, you may not be able to use those portions of the Services that depend on any Third Party Websites.
6. USER RESTRICTIONS
6.1. You may not: (i) modify, disassemble, decompile or reverse engineer the Site or Services; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Site or Services to any third party or use the Site or Services to provide time sharing or similar services for any third party; (iii) make any copy of the Site or Services; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site or Services; or (v) delete the copyright and any other proprietary rights notice on the Site and Services.
7. VIOLATIONS; TERMINATION.
7.1. You agree that Coefficient, as the result of a good faith belief that you have violated any of the terms of the Agreement, may suspend your use of the Site or Services or any portion thereof at any time. These remedies are in addition to any other remedies we may have at law or inequity.
8. DISCLAIMERS; NO WARRANTIES.
8.1. THE SITE AND SERVICES ARE MADE AVAILABLE “AS IS,” “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. COEFFICIENT, AND ITS SUPPLIERS, LICENSORS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FORA PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
8.2. COEFFICIENT AND ITS SUPPLIERS, LICENSORS AND BUSINESS PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE AND SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
8.3. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS,EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
9. INDEMNIFICATION; HOLD HARMLESS.
9.1. You agree to indemnify, defend, and hold Coefficient (and its affiliated companies and its and their respective contractors, employees, directors, officers, agents, suppliers, licensors and partners) harmless from any and all claims, suits, actions, losses, costs, damages, and any other liabilities, including attorneys’ fees, brought by a third party arising out of or related to: (i)your use or misuse of the Services generally; (ii) any violation of the rights of any other person or entity by you; (iii) any allegation, whether true or not, that any of User’s User Upload Data violates the applicable law of any relevant jurisdiction; or (iv) any allegation, whether true or not, that anyUser’s User Upload Data infringes upon or misappropriate the intellectual property or other proprietary right of a third party (v) any breach or violation by you of the Guidelines or the Agreement otherwise. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
10. LIMITATION OF LIABILITY AND DAMAGES.
10.1. YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES,INCLUDING NEGLIGENCE, WILL COEFFICIENT (OR ITS AFFILIATED COMPANIES OR ANY OFITS OR THEIR RESPECTIVE CONTRACTORS, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS,SUPPLIERS, LICENSORS OR BUSINESS PARTNERS) BE LIABLE TO YOU FOR ANY SPECIAL,INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, CONSEQUENTIAL OR EXEMPLARY DAMAGES,EVEN IF COEFFICIENT OR AN COEFFICIENT AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 10 WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THE AGREEMENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
11. BENEFIT OF THE BARGAIN.
YOU ACKNOWLEDGE AND AGREE THAT COEFFICIENT HAS OFFERED THE SITE AND SERVICES AND ENTERED INTO THE AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH ABOVE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH INTHIS AGREEMENT REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND COEFFICIENT AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THE AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND COEFFICIENT . COEFFICIENT WOULD NOT BEABLE TO PROVIDE THE SITE AND SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS AND DISCLAIMERS.
12.1. Governing Law. ThisAgreement shall be governed by and construed in accordance with the laws of theState of California, without giving effect to any principles of conflicts of law.
12.2. Severability, Waiver.If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from thisAgreement and shall not affect the validity and enforceability of any remaining provisions. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
12.3. Notices. Coefficient may provide you with notices, including those regarding changes to this Agreement, by email, regular mail or postings on the Site and Services. You must provide notice toby email or regular mail using the information in Section 13.
12.5. Survival. Any and all provisions related to or regarding limitation of liability, disclaimers, and indemnification, as well as any other provisions which by their nature are intended to survive expiration or termination of this Agreement, do and hereby survive any expiration or termination of this Agreement or any termination of your use of access to the Site and Services.
12.6. Headings; Construction; Entire Agreement. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof. The word“including” means “including without limitation.” This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both you and Coefficient , or by a change to theAgreement.
12.7. Claims. YOU AND COEFFICIENT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE AND SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
13. CONTACT INFORMATION.
13.1. Coefficient welcomes your comments or questions regarding these Terms of Service. Please contact us by email at email@example.com