These User Terms of Service (the “Terms”) form a binding agreement between you, in your individual capacity, and Cosell, Inc., a Delaware corporation (“Cosell”) and govern your access to and use of the service offered by Cosell and described at www.cosell.io (the “Service”).
1. Customer Agreement. You are joining an account on the Service belonging to a third party customer of Cosell (a “Customer”), which is subject to either the Customer Terms of Service available at www.cosell.io/terms or a separate written agreement between Cosell and Customer (the “Customer Agreement”).
3. Access to the Service. You acknowledge and agree that your access to the Service is subject to the terms of the Customer Agreement. Your access to the Service may be revoked by Customer at any time and is additionally dependent on Customer maintaining the effectiveness of the Customer Agreement and complying with its terms.
4. Relationship with Cosell. As between Cosell and Customer, you agree that it is solely Customer’s responsibility to (i) inform you of any relevant Customer policies and practices and any settings that may impact the processing of Customer data; (ii) obtain any rights, permissions or consents from you that are necessary for the lawful use of Customer data and the operation of the Services; (iii) ensure that the transfer and processing of Customer data under the contract is lawful; and (iv) respond to and resolve any dispute with you relating to or based on Customer data, the Services or Customer’s failure to fulfill these obligations. COSELL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “ AS AVAILABLE” BASIS.
5. Acceptable Use.
5.1 You acknowledge and agree that at all times in your use of the Service you will: (i) comply with these Terms; (ii) comply with all applicable law, rules and regulations; (iii) upload to the Service only information to which Customer owns all required rights under law and under contractual and fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) and do so only consistent with applicable law; (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Service; (v) keep passwords and all other login information confidential; (vi) monitor and control all activity conducted through your account in connection with the Services; (vii) promptly notify Cosell if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your accounts or teams, including any loss, theft, or unauthorized disclosure or use of a username, password, or account; and (viii) comply in all respects with all applicable terms of the third party applications, including any that Customer elects to integrate with the Services that you access or subscribe to in connection with the Services.
5.2 You acknowledge and agree that at all times in your use of the Service you will not: (i) permit any third party to access or use your username or password for the Service; (ii) use the Service to store or transmit any material that may infringe upon or misappropriate someone else's trademark, copyright, or other intellectual property, or that may be tortious or unlawful; (iii) upload to, or transmit from, the Service any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component or a technology that unlawfully accesses or downloads content or information stored within the Service or on the systems of Cosell or any third party; (iv) attempt to reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the Service (including any mechanism used to restrict or control the functionality of the Services), any third party use of the Service, or any third party data contained therein (except to the extent such restrictions are prohibited by applicable law); (v) attempt to gain unauthorized access to the Service or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Service; (vi) access the Services in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Services; (vii) use the Services in any manner that may harm minors or that interacts with or targets people under the age of eighteen; (viii) engage in activity that incites or encourages violence or hatred against individuals or groups; (ix) impersonate any person or entity, including, but not limited to, an employee of Cosell or another user of the Service, or falsely state or otherwise misrepresent your affiliation with a person, organization or entity; (x) use the Service to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act or other laws and regulations concerning national security, defense or terrorism; (xi) access, search, or create accounts for the Service by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk); (xii) send unsolicited communications, promotions or advertisements, or spam; (xiii) send altered, deceptive or false source-identifying information, including "spoofing" or "phishing"; (xiv) sublicense, resell, time share or similarly exploit the Services; (xv) use contact or other user information obtained from the Services (including email addresses) to contact users outside of the Service without their express permission or authority or to create or distribute mailing lists or other collections of contact or user profile information for use outside of the Services; or (xvi) authorize, permit, enable, induce or encourage any third party to do any of the above.
6. Suspension of Access. Cosell may suspend your access to the Service if Cosell reasonably determines that: (a) your use of the Service disrupts or creates a security risk to the Service or Cosell systems; or (b) you are using the Service in violation of any applicable law or regulation, these Terms, or the applicable Customer Agreement. In the event of any suspension pursuant to this section, Cosell will use commercially reasonable efforts to provide you written notice thereof, and to restore access to the Service as promptly as reasonably practicable.
7. Intellectual Property Rights & Restrictions. Cosell shall retain all intellectual property rights in the Service, including any and all derivatives, changes and improvements thereto, and you agree that you obtain no intellectual property rights or licenses by these Terms except those expressly granted herein.
8. Limitation of Liability.
8.1 Exclusion of Damages. IN NO EVENT WILL COSELL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 Maximum Aggregate Liability. COSELL’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED $100.
8.3 Acknowledgement. THE LIABILITIES LIMITED BY THIS SECTION 8.3 APPLY: (A) TO LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (C) EVEN IF A PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 8.3, COSELL’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE BY SUCH LAW.
9. Changes to the Terms. These Terms are subject to occasional revision. We will notify you of any changes to our Terms by posting the new Terms on the Service and updating the “Last Updated” date below. We will also notify you of material changes by sending an email to the email address you have provided to us. Changes to these Terms will be effective thirty calendar days following notification of such change, but for new users entering into these Terms after the new “Last Updated” date, these changes will be effective immediately. Continued use of the Service following such changes will indicate your acknowledgement of such changes and agreement to be bound by the updated version of these Terms.
10.1 Governing law. These Terms are governed by the laws of the State of California, without regards to its conflict of laws principles, and any dispute arising from these Terms shall be brought exclusively before the state and federal courts in San Francisco, California, and each party irrevocably submits to the jurisdiction of such courts.
10.2 Assignment. You may not transfer or assign its rights or obligations under these Terms to any third party without the prior written approval of Cosell, but Cosell may freely do so without consent, including without limitation in connection with a merger, acquisition, reorganization or sale of substantially all of its assets or voting securities. Any purported assignment contrary to this section shall be void. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
10.3 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when sent by email.
10.4 Relationship of Parties. The parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. These Terms will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.
10.5 Severability. If any provision of these Terms is held invalid or unenforceable, it shall be replaced with the valid provision that most closely reflects the intent of the Parties and the remaining provisions of the Agreement will remain in full force and effect.
10.6 Force Majeure. Except for payment obligations under these Terms, neither party hereto shall be liable for any loss, damage, or penalty resulting from such party's failure to perform its obligations hereunder when such failure is due to events beyond its reasonable control, such as, without limitation, flood, earthquake, fire, acts of God, military insurrection, civil riot, or labor strikes.