Last Updated: July 14, 2023
Our Terms of Service is a contract that governs your access to and use of the cloud-based data syncing and automation technology services (the “Services”). Coefficient Works, Inc. is referred to in these Terms of Service as “Coefficient,” “we,” “us” or “our.” When we refer to “Customer,” “User”, “Users”, “you” or “your,” we are referring to the business, organization or entity with which you are associated and for which you act (“Company”), unless you are using the Services in your personal capacity, in which case such terms refer to you as an individual.
The Services 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 Third Parties”) while granting us a license to the same as outlined within this Agreement.
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 Services 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 Services. If you do not agree to an Update, you must discontinue using the Services.
2. The Services
2.1 The specific Services that you and your employee and personnel (if applicable) are using shall be set forth in the applicable order form, work order, invoice or similar purchase summary (“Order”), pursuant to the pricing, terms, and other conditions set forth on the Order. Your use of the Services is subject to the Order and this Agreement. In the event of any conflict between this Agreement and the Order, the conflicting terms of the Order shall control.
3. Registration and Account
3.1 You may be required to create an account to use certain features in the Services (“Account”). Your Company is responsible for the actions and inactions of all Accounts affiliated with your Company.
3.2 You can update your Account settings by logging into your Account. We may, in our sole discretion, reject, change, suspend and/or terminate your Account.
3.3 You may not allow any third party to access your Account or access the Services through your Account. Your Account is not transferable to any third party or to another Account. You must immediately notify us of any unauthorized use of your Account or any other breach or threatened breach of our security or the security of your Account. Each individual must have a separate Account and sharing of an Account by more than one individual is prohibited.
3.4 In addition, you agree that:
3.4.1 You will not attempt to create Accounts, access, or collect information in unauthorized ways.
3.4.2 You will not attempt to buy, sell, rent, lease or transfer any aspect of your Account (including your username) or solicit, collect, or use login credentials of other users.
3.4.3 You will not create multiple Accounts for yourself.
3.4.4 You will not create, or attempt to create, an Account if we have already disabled or suspended your Account (unless we give you permission).
4. Subscriptions and Payment
4.1 Some parts of our Services are subject to fees and are billed on a subscription basis (“Subscription”). If you purchase a Subscription, you will be billed in advance on a recurring and periodic basis as specified at the time of purchase (“Subscription Term”). Subscription Terms are set either on a monthly or annual basis, depending on the type of Subscription plan that you select.
4.2 Payment Methods. A valid payment method, including a credit or debit card, is required to process the payment for your Subscription, unless otherwise agreed upon by Coefficient in writing. You agree to provide us with accurate and complete billing information. By submitting such payment information, you automatically authorize Coefficient to charge all Subscription fees incurred through your Account to your designated payment method. Please note that when you make payments, the transaction is processed by a third-party payment processor and your full financial information is not shared with us. In the event that your payment method fails, we may suspend or terminate your Subscription until a valid payment method is provided, and we may issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice. You authorize us, from time to time, to undertake steps to determine whether your payment method is valid.
4.3 Auto-Renewal. Unless you terminate or otherwise modify your Subscription prior to the expiration of your current Subscription Term, your Subscription will automatically renew for another Subscription Term on the same plan and for the same period as your current Subscription Term. You will be automatically charged the applicable then-current Subscription fee for the renewal.
4.4 Cancellation by You. You may cancel your paid Subscription at any time, for any reason, through your Account. Cancellation or expiration of your Subscription may revert your Account to a free or unpaid version at the end of the current Subscription Term. However, please note that any fees due for the remainder of the current Subscription Term must be paid immediately upon cancellation (and you authorize us to charge your payment method for such fees immediately upon cancellation), and fees already paid are not refundable, even if you cancel your Subscription (unless otherwise explicitly stated or required by law). You may also terminate your Account at any time by making a request to email@example.com following the steps included in your Account.
4.5 Cancellation by Us. We reserve the right to terminate or suspend your Account and/or our Services to you at any time and for any reason upon notice to you. If we terminate or suspend your Account without cause, we will refund a prorated portion of any prepayment amount for prepaid but unused Services. We will not refund or reimburse you if we terminate your Account for cause, including, without limitation, for any violation of this Agreement.
4.6 Effect of Cancellation. Canceling or downgrading your Subscription may cause the loss of features or other capabilities of your Account, and Coefficient does not accept any liability for such loss. If you do not log in to your Account for twenty-four (24) or more months, we reserve the right to designate your Account as “inactive” and delete the Account and/or all the data associated with it, including all Customer Data.
4.7 Refunds. Except as explicitly provided herein, all fees and payment are non-refundable and non-transferable except as required by law.
4.8 Late Payments. We reserve the right to suspend, terminate or disable your access to any of the Services and your Account in the event that any fees owed to us are not received on or before the applicable payment due date.
4.9 Taxes. You agree to be responsible for and to pay any applicable sales, personal property, use, VAT, excise, withholding, any other applicable taxes that may be imposed, based on this Agreement, or the use of the Services, and any applicable fees or surcharges that may occur regarding the transaction.
4.10 Pricing Changes. We may change or modify fees and pricing, including Subscription fees and pricing, at any time in our discretion. Any pricing changes will take effect at the time of the next Subscription Term immediately following such change. We will provide you with prior notice of any change in Subscription fees or pricing. Sales, promotions and other special discounted pricing offers (if any) are temporary and, upon the renewal of your Subscription, any such discounted pricing offers may expire. We reserve the right to update and/or discontinue or modify any coupons, credits, sales and special promotional offers at our sole discretion. We reserve the right to make free Services fee-based or change the cost of the Services, or to charge for other Services, at any time. We may repackage the Services from time to time at our sole discretion.
4.11 Free Trials. We may provide free access to the Services or portion(s) or feature(s) thereof (the “Free Trial Period”). If you do not continue with a paid Subscription at the conclusion of your Free Trial Period, your Account may be reverted to a free Account. You may only use a Free Trial offer once. The Free Trial offer may only be used by you if you have not already used the Services. We reserve the right to withdraw or to modify the Free Trial offer at any time without prior notice and with no liability.
4.12 Other. We reserve the right to refuse or cancel any Order or Subscription at any time, for any reason, including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons. We reserve the right to refuse or cancel your Order, Subscription, and your Account if fraud or an unauthorized or illegal transaction is suspected, or for violating this Agreement.
5. Customer Data
5.1 “Customer Data” means any data submitted by you to Coefficient in connection with your use of the Services. You hereby grant to Coefficient and its affiliates a non-exclusive, worldwide, fully paid-up, and royalty-free license to access, use, process, copy, store, modify, create derivative works of, distribute, display and transmit the Customer Data solely for those purposes necessary to provide the Services.
5.1.1 You represent and warrant to Coefficient that, and you shall ensure that: (i) no Customer Data contains content that may infringe upon the intellectual property rights or any other rights of another, or violate any applicable laws of any jurisdiction; (ii) you have provided all necessary notices and have obtained all necessary rights, releases, and permissions to transmit Customer Data to us, including without limitation, to grant the rights provided within this Agreement, including within the preceding Section, to Coefficient; and (iii) our use of the Customer Data to provide the Services will not violate any laws, rules, regulations, contracts with third parties to which you are bound, or the privacy or other rights of any third party. You shall be solely responsible for the accuracy, quality, content, and legality of your Customer Data.
5.1.2 Ownership. Notwithstanding any provision to the contrary herein, you shall at all times retain sole ownership of your Customer Data.
5.1.3 No Sensitive Data. Our Services are not designed to collect or store, and you are prohibited from uploading or submitting to the Services, any information or data that is includes any of the following: any personal health information, personal medical information, personal financial information of any nature, or any sensitive personal information (e.g., government issued identification numbers, driver’s license numbers, personal bank account numbers, passport or visa numbers, credit card numbers, passwords and security credentials). We have no liability for any such data or information.
5.2 Data Processing Addendum. The terms of the Coefficient Data Processing Addendum (“DPA”) are hereby incorporated by reference and will apply to the extent that any Customer Data includes Personal Data. “Personal Data” means any information relating to an identified or identifiable individual where (i) such information is contained within Customer Data and (ii) is protected as personal data or personally identifiable information under applicable Data Protection Laws (as defined in the DPA). The DPA describes how we will process any such Personal Data in connection with the Services.
5.3 Aggregate Data. Notwithstanding the provisions of this Section 5, you understand and agree that we may monitor, collect, and compile data and information related to or derived from your use of the Services, including any Customer Data you submit, in each case, in an aggregate and anonymized manner (the “Aggregate Data”). All right, title, and interest in Aggregate Data, and all intellectual property rights therein, belong to and are retained solely by Coefficient. Coefficient shall have the unrestricted right to collect, retain, use, transfer, or disclose Aggregate Data for any legitimate business purpose. This right shall survive any termination or expiration of the Agreement.
6. Ownership; Proprietary Rights
6.1 The Services, including all information and materials contained in the Services, is owned and operated by Coefficient or, to the extent expressly otherwise indicated in the 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 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 United States 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. 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.
7. Guidelines; Usage Rules; Prohibited Conduct and Uses
7.1 You understand and hereby acknowledge and agree that you will abide by the usage rules set forth in this section 7 (the “Guidelines”). In particular, you will not:
7.1.1 use the Services or any information displayed within the Services to stalk, harass, abuse, defame, threaten or defraud Coefficient or any other Users, or collect, attempt to collect or store location or personal information about other Users;
7.1.2 use the Services if you are under the age of eighteen (18) years old;
7.1.3 use the Services 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;
7.1.4 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 materials, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures, surveying or requests to participate in surveys or studies;
7.1.5 impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Services accounts of other Users;
7.1.6 misrepresent the source, identity or content of information transmitted via the Services;
7.1.7 remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on use of the Services;
7.1.8 intentionally interfere with or damage operation of the Services or any User’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, worms, invalid data, keyloggers, spyware, Trojan horses, time bombs, or other malicious or harmful code, or imposing an unreasonable or disproportionately large load on our infrastructure;
7.1.9 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;
7.1.10 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;
7.1.11 attempt to gain unauthorized access to the Services, or any part of it, other accounts, computer systems or networks connected to the 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 Services or any activities conducted on the Services;
7.1.12 hack, spam or phish the Services or any Users; or
7.1.13 hold us responsible for your use of the Services.
7.2 Please let us know about any inappropriate behavior that you become aware of within the 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 Services without notice.
8. Usage; Refusal or Suspension of Service
8.1 We reserve the right, but have no obligation, to have our systems monitor any User’s use of the Services. Accordingly, we also reserve the right to disable any User’s use of or access to the Services.
8.2 You alone are responsible for your involvement with other Users. You agree that we will not be responsible for any loss or damage incurred as the result of any such interactions.
9. Third-Party Sites, Products and Services; Links
9.1 The Services 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 Third Party 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 Third Party Website, including information, material, products and services on such Third 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.
10. User Restrictions
10.1 You may not: (i) modify, disassemble, decompile or reverse engineer the Services; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the 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 Services; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services; or (v) delete the copyright and any other proprietary rights notice on the Services.
11. Violations; Termination
11.1 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 Services or any portion thereof at any time. These remedies are in addition to any other remedies we may have at law or in equity.
12. Disclaimers; No Warranties
12.1 The 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 for a particular purpose and non-infringement of proprietary rights.
12.2 Coefficient and its suppliers, licensors and business partners do not warrant that the functions contained in the Services will be uninterrupted or error-free, that defects will be corrected, or that the Services are free of viruses or other harmful components.
12.3 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.
13. Indemnification; Hold Harmless
13.1 Indemnification by Coefficient. If you are a paying customer, Coefficient shall hold you harmless from liability to third parties resulting from infringement by the Services of any United States patent or any copyright or misappropriation of any trade secret, provided Coefficient is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Coefficient will not be responsible for any settlement that we do not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Services (i) not supplied by Coefficient, (ii) made in whole or in part in accordance with your specifications, (iii) that are modified after delivery by you, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where you continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Services is not strictly in accordance with the Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Coefficient to be infringing, Coefficient may, at its option and expense (a) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for you a license to continue using the Services, or (c) if neither of the foregoing is commercially practicable, terminate the Agreement and your rights hereunder and provide you with a refund of any prepaid, unused fees for the Services, if any.
13.2 Indemnification by You. 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 any User’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.
14. Limitation of Liability and Damages
14.1 YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL COEFFICIENT (OR ITS AFFILIATED COMPANIES OR ANY OF ITS 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 A COEFFICIENT AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 14 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.
15. Benefit Of The Bargain
YOU ACKNOWLEDGE AND AGREE THAT COEFFICIENT HAS OFFERED THE 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 IN THIS 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 BE ABLE TO PROVIDE THE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS AND DISCLAIMERS.
16.1 Publicity. Coefficient may include your Company’s name and logo in Coefficient’s online customer list and in print and electronic marketing materials.
16.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.
16.3 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 this Agreement 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.
16.4 Notices. Coefficient may provide you with notices, including those regarding changes to this Agreement, by email, regular mail or postings on the Services. You must provide notice to Coefficient by email or regular mail using the information in Section 18.
16.6 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 Services.
16.7 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 the Agreement.
16.8 Claims. You and coefficient agree that any cause of action arising out of or related to the services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
18. Contact Information
Coefficient welcomes your comments or questions regarding these Terms of Service.
Address: 400 Concar Drive, San Mateo, CA 94402