End User License Agreement
1. Introduction; Your Agreement to this EULA
Welcome to CoordN8, Inc. (“CoordN8” or “We”). The “CoordN8 Software” consist of our software, plug-ins and applications.
THIS END USER LICENSE AGREEMENT (“EULA”) IS ENTERED INTO BY AND BETWEEN YOU AND COORDN8. PLEASE READ THE EULA CAREFULLY BEFORE YOU START TO USE THE COORDN8 SOFTWARE (INCLUDING, BUT NOT LIMITED TO WITH RESPECT TO ANY ALPHA AND BETA TESTING OF THE COORDN8 SOFTWARE). BY USING THE COORDN8 SOFTWARE OR BY CLICKING TO ACCEPT OR AGREE TO THE EULA WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THIS EULA, OUR TERMS OF SERVICE, OUR TERMS OF SALE, AND OUR PRIVACY NOTICE (THE “PRIVACY NOTICE”), INCORPORATED HEREIN BY REFERENCE.
PLEASE READ THIS EULA CAREFULLY BEFORE USING THE COORDN8 SOFTWARE AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
IF YOU DO NOT WANT TO AGREE TO THIS EULA OR THE PRIVACY NOTICE, YOU MUST NOT ACCESS OR USE THE COORDN8 SOFTWARE, OR YOU MUST DISCONTINUE ANY ACCESS OR USE OF THE COORDN8 SOFTWARE.
You agree that by downloading, installing, or using the CoordN8 Software, you are entering into a legally binding agreement between you and CoordN8 regarding your use of the CoordN8 Software. You acknowledge that you have read, understood, and agree to be bound by this EULA.
When downloading, installing, or using the CoordN8 Software on behalf of a subscribing company, entity, or organization (collectively, “Subscribing Organization”), you represent and warrant that you: (i) are an authorized representative of that Subscribing Organization with the authority to bind that organization to this EULA and grant the licenses set forth herein; and (ii) agree to this EULA on behalf of such Subscribing Organization.
2. Use of CoordN8 by Minors and Blocked Persons
IF YOU ARE UNDER THE AGE OF EIGHTEEN (18), THEN YOU ARE NOT PERMITTED TO DOWNLOAD, INSTALL, OR USE THE COORDN8 SOFTWARE OR OTHERWISE PROVIDE OR SUBMIT TO US ANY PERSONAL INFORMATION.
The CoordN8 Software are also not available to any users previously banned from the CoordN8 Software by CoordN8 or to any persons barred from receiving them under the laws of the United States (such as its export and re-export restrictions and regulations) or applicable laws in any other jurisdiction.
3. Privacy Notice
Please see our Privacy Notice for information relating to how we collect, use, and disclose your personal information, and other privacy information provided to you on how you can manage your online privacy when you download, install or use the CoordN8 Software. By downloading, installing, or otherwise using the CoordN8 Software, you acknowledge and agree that CoordN8 may collect, use, and disclose your personal information as set forth in the Privacy Notice.
4. Modification of this EULA
CoordN8 may amend any of the terms of this EULA by posting the amended terms on the website and providing reasonable prior notice regarding any material amendments to the EULA. All amendments may become effective immediately after posting, and in any case, within 30 calendar days after posting.
Your continued use of the CoordN8 Software following any such notifications constitutes your acceptance of such modifications and your agreement to be bound by the updated EULA. If you do not agree to any modification of the updated EULA, your sole remedy is to discontinue your use of the CoordN8 Software. The most current version of the EULA will be available on our website and supersedes previous versions.
5. License
The CoordN8 Software is owned and operated by CoordN8. Unless otherwise indicated, all content, information, and other materials on the CoordN8 Software, including, without limitation, CoordN8’s trademarks and logos, the visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, sound files, other files, and the selection and arrangement thereof (collectively, the “CoordN8 Materials”) are protected by relevant intellectual property and proprietary rights and laws. All CoordN8 Materials are the property of CoordN8 and/or third-party licensors. Unless otherwise expressly stated in writing by CoordN8, by agreeing to this EULA you are granted a limited, revocable, non-transferable, non-sublicensable, limited license (i.e., a personal and limited right) to download, install, and use the CoordN8 Software and CoordN8 Materials for your personal use or internal business use on up to two (2) desktop or laptop computers.
CoordN8 reserves all rights not expressly granted in this EULA. This license is subject to this EULA and does not permit you to engage in any of the following: (a) renting, leasing, lending, selling, sublicensing, assigning, distributing, publishing, transferring or otherwise making available the CoordN8 Software or the CoordN8 Materials or any features or functionality of the CoordN8 Software or the CoordN8 Materials, to any third party for any reason, including by making the CoordN8 Software or the CoordN8 Materials available on a network where it is capable of being accessed by more than one device at any time; (b) distribution, public performance or public display of any CoordN8 Materials; (c) modifying, translating, adapting, or otherwise making any derivative uses or improvements, whether or not patentable, of the CoordN8 Software or the CoordN8 Materials, or any portion of them; (d) reverse engineering, disassembling, integrating, modifying, removing, decompiling, decoding, creating derivates works or updates of, adapting, or otherwise attempting to derive or gain access to the source code of the CoordN8 Software or any part thereof; (e) copying the CoordN8 Software or CoordN8 Materials; (f) removing, deleting, altering or obscuring any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the CoordN8 Software or CoordN8 Materials, including any copy thereof; (g) removing, disabling, circumventing or otherwise creating or implementing any workaround to any copy protection, rights management or security features in or protecting the CoordN8 Software or CoordN8 Materials; or (h) any use of the CoordN8 Software or the CoordN8 Materials except for their intended purposes. Any use of the CoordN8 Software or the CoordN8 Materials except as specifically authorized in this EULA, without the prior written permission of CoordN8, is strictly prohibited and may violate intellectual property rights or other laws. Unless explicitly stated in this EULA, nothing in them shall be interpreted as conferring any license to intellectual property rights, whether by estoppel, implication, or other legal principles. CoordN8 can terminate this license as set out in the Termination section below. Additionally, the CoordN8 Software may be subject to United States export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the CoordN8 Software to, or make the CoordN8 Software accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the CoordN8 Software available outside the United States.
6. User Content; Submissions
You are solely responsible for any and all content you input, upload, or otherwise use in connection with the CoordN8 Software (“User Content”) and the consequences of publishing or otherwise using it. You represent and warrant that: (1) you are the creator or own or control all right in and to the User Content or otherwise have sufficient rights and authority to grant the rights granted herein; (2) your User Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, or (b) defame any other person; (3) your User Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code; and (4) your User Content does not contain any confidential information of CoordN8 or any third parties. CoordN8 reserves all rights and remedies against any users who breach these representations and warranties.
By submitting any comments, ideas, suggestions, documents, and/or proposals (the “Submissions”) to CoordN8 or its employees, contractors, and/or representatives, you acknowledge and agree that CoordN8 shall be entitled to use or disclose such Submissions for any purpose in any way (including, but not limited to revisions or changes to the CoordN8 Software) without providing any compensation or credit to you.
7. Termination
To the fullest extent permitted by applicable law, CoordN8 reserves the right, without notice and in our sole discretion, to terminate your license to use the CoordN8 Software and to block or prevent your future access to and use of the CoordN8 Software, including where we reasonably consider that: (a) your use of the CoordN8 Software violates this EULA or applicable law; (b) you fraudulently use or misuse the CoordN8 Software; or (c) we are unable to continue providing the CoordN8 Software to you due to technical or business reasons. Our right to terminate your license includes the ability to terminate or to suspend your access to any purchased products or services, including any subscriptions on/via the CoordN8 Software. To the fullest extent permitted by applicable law, your only remedy with respect to any dissatisfaction with: (i) the CoordN8 Software, (ii) any term of this EULA, (iii) any policy or practice of CoordN8 in operating the CoordN8 Software, or (iv) any content or information transmitted through the CoordN8 Software, is to terminate your account and to discontinue use of any and all parts of the CoordN8 Software. You may terminate this EULA by deleting the CoordN8 Software and any copies thereof from your computer(s) and/or device(s).
8. Indemnification
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS COORDN8, ITS AFFILIATED COMPANIES, AND EACH OF OUR RESPECTIVE CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, THIRD-PARTY SUPPLIERS, LICENSORS, AND PARTNERS (INDIVIDUALLY AND COLLECTIVELY, THE “COORDN8 PARTIES”) FROM ANY CLAIMS, LOSSES, DAMAGES, DEMANDS, EXPENSES, COSTS, AND LIABILITIES, INCLUDING LEGAL FEES AND EXPENSES, ARISING OUT OF OR RELATED TO YOUR ACCESS, USE, OR MISUSE OF THE COORDN8 SOFTWARE, ANY CONTENT YOU RECEIVE, ACCESS, USE, POST, STORE, OR OTHERWISE TRANSMIT IN OR THROUGH THE COORDN8 SOFTWARE, YOUR VIOLATION OF THE RIGHTS OF ANY THIRD PARTY, ANY VIOLATION BY YOU OF THIS EULA, OR ANY BREACH OF THE REPRESENTATIONS, WARRANTIES, AND COVENANTS MADE BY YOU HEREIN. YOU AGREE TO PROMPTLY NOTIFY THE COORDN8 PARTIES OF ANY THIRD-PARTY CLAIM, AND COORDN8 RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY COORDN8, AND YOU AGREE TO COOPERATE WITH COORDN8’S DEFENSE OF THESE CLAIMS. COORDN8 WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT.
9. Disclaimers; No Warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) THE COORDN8 SOFTWARE AND ANY CONTENT AND MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED; (B) THE COORDN8 PARTIES DISCLAIM ALL OTHER WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE COORDN8 SOFTWARE, THE COORDN8 MATERIALS, AND ANY INFORMATION, CONTENT, OR MATERIALS CONTAINED THEREIN; (C) COORDN8 DOES NOT REPRESENT OR WARRANT THAT THE CONTENT OR MATERIALS ON THE COORDN8 SOFTWARE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE; (D) COORDN8 IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS RELATING TO THE CONTENT, OR ANY PORTION OF THE COORDN8 SOFTWARE; AND (E) COORDN8 CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE COORDN8 SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND THEREFORE, YOUR USE OF THE COORDN8 SOFTWARE IS SOLELY AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COORDN8 OR THROUGH THE COORDN8 SOFTWARE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
10. Limitation of Liability and Damages
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL COORDN8 OR THE COORDN8 PARTIES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE COORDN8 SOFTWARE, THE CONTENT OR THE COORDN8 MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM COORDN8, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO COORDN8’S RECORDS, PROGRAMS, OR SERVICES; AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COORDN8, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE COORDN8 SOFTWARE AND/OR COORDN8 MATERIALS EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE COORDN8 SOFTWARE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER. TO THE EXTENT THAT APPLICABLE LAW PROHIBITS LIMITATION OF SUCH LIABILITY, COORDN8 SHALL LIMIT ITS LIABILITY TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW.
11. Basis of the Bargain
YOU ACKNOWLEDGE AND AGREE THAT COORDN8 HAS OFFERED THE COORDN8 SOFTWARE, CONTENT, COORDN8 MATERIALS, AND OTHER CONTENT AND INFORMATION, SET ITS PRICES, AND ENTERED INTO THIS EULA IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND COORDN8, AND THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND COORDN8. COORDN8 WOULD NOT BE ABLE TO PROVIDE THE COORDN8 SOFTWARE AND THE COORDN8 MATERIALS, TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
12. Applicable Law and Venue
To the fullest extent permitted by applicable law, you and CoordN8 agree that if you are a Subscribing Organization or a consumer resident of a jurisdiction other than those described in the paragraph below, the following governing law and arbitration provision applies:
PLEASE READ THE FOLLOWING CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH COORDN8 AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COORDN8.
You and CoordN8 agree to arbitrate any dispute arising from this EULA or your use of the CoordN8 Software and/or CoordN8 Materials, except that you and CoordN8 are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.
You and CoordN8 agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to CoordN8 shall be sent to: legal@coordn8.io. You and CoordN8 further agree: to attempt informal resolution prior to any demand for arbitration; that any arbitration will occur in Monroe County, Indiana; that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and that the state or federal courts in Monroe County, Indiana have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by this Agreement and the laws of the State of Indiana and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, you and CoordN8 will not commence against the other a class action, class arbitration, or other representative action or proceeding.
If you are a resident in any jurisdiction in which the provision in the section above is found to be unenforceable, then any disputes, claims, or causes of action arising out of or in connection with this EULA will be governed by and construed under the laws of your jurisdiction of residence, and shall be resolved by competent civil courts within your jurisdiction of residence.
Claims. YOU AND COORDN8 AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE COORDN8 SOFTWARE AND/OR COORDN8 MATERIALS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
13. Miscellaneous
Waiver. If we fail to exercise or enforce any right or provision of this EULA, it will not constitute a waiver of such right or provision. Any waiver of any provision of this EULA will be effective only if in writing and signed by the relevant party.
Severability. If any provision of this EULA is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from this EULA to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
Assignment. This EULA, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by CoordN8 without restriction. Any assignment attempted to be made in violation of this EULA shall be void.
Survival. Upon termination of this EULA, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 5, 8, 9, 10, 11, and 12.
Entire Agreement. This EULA, which incorporate the Terms of Service, Terms of Sale and the Privacy Policy, is the entire agreement between you and CoordN8 relating to the subject matter herein and will not be modified except by a writing signed by authorized representatives of both parties, or by a change to this EULA made by CoordN8 as set forth in Section 4 above.