Last Updated: 15 January 2024

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, “your”), and Coegil Operations LLC (“OpCo”) and Coegil Solutions LLC (“SolnCo”), each a Connecticut limited liability company and each an affiliate of Coegil Holdings, Inc. (collectively, “Coegil,” “Company,” “we,” “us,” or “our”), concerning your access to and use of the coegil.com website and app-coegil.com web application as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). OpCo provides the Platform and operates the Site. SolnCo provides Solution Services. Each of OpCo and SolnCo is bound only with respect to its own scope of services as set forth in these Terms, and neither is liable for the obligations of the other. You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

Coegil maintains a security and compliance program designed to protect Customer Data, including industry-standard practices and the use of subprocessors that maintain industry-standard certifications. The Platform, Site, and Solution Services are general-purpose offerings and, by default, are not configured or warranted to meet the specific requirements of industry-specific or jurisdiction-specific laws and regulations, including the Health Insurance Portability and Accountability Act (HIPAA), Gramm-Leach-Bliley Act (GLBA), Federal Information Security Management Act (FISMA), Payment Card Industry Data Security Standard (PCI DSS), Sarbanes-Oxley Act (SOX), the European Union General Data Protection Regulation (GDPR), the United Kingdom GDPR, or other non-U.S. data protection or privacy laws. For customers whose use of the Platform or Solution Services would implicate such laws, Coegil may, at its discretion and on mutually agreed commercial terms, enter into supplemental written agreements to support the customer’s compliance objectives. Absent such supplemental written agreements, you may not use the Platform, Site, or Solution Services to process data regulated by any of the foregoing laws, and you represent and warrant that your use does not require Coegil to comply with any such law unless we have separately agreed in writing. You are solely responsible for ensuring that your use complies with all applicable laws and regulations, at your own expense.

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is the proprietary property of OpCo or its affiliates and licensors, and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by OpCo or its affiliates or licensed to OpCo, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, noncommercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

Customer Data. You retain all right, title, and interest in and to any data, information, or materials you upload to or generate through the Platform or Site (“Customer Data”). Except for the limited rights expressly granted in these Terms, we obtain no rights in Customer Data.

Deliverables. You will own all right, title, and interest in and to any deliverables specifically created for you through Solution Services (“Deliverables”), subject to: (a) your full payment of all fees due; (b) use limited to your internal business purposes; and (c) our retention of all rights in pre-existing or background intellectual property, tools, models, templates, or know-how used or developed in providing the Solution Services (“Background IP”). To the extent Deliverables incorporate any Background IP, we grant you a limited, non-exclusive, non-transferable license to use such Background IP solely as embedded in or necessary to use the Deliverables internally.

Platform IP. The Platform, Site, Content, and all improvements, modifications, and derivative works thereof (collectively, “Platform IP”) are owned by OpCo or its affiliates and licensors. OpCo has all rights necessary to grant the licenses set forth in these Terms. No rights are granted to you except as expressly set forth in these Terms.

Aggregated Data. Notwithstanding the foregoing, we may collect and use data relating to your use of the Platform in aggregated and anonymized form (“Aggregated Data”) for analytics, benchmarking, product improvement, and other lawful business purposes. Aggregated Data will not identify you or your users.

AI Outcomes. You acknowledge that AI Outcomes are generated by automated processes using our Platform IP and may not be unique across users. Except as expressly stated in these Terms, we retain all rights, title, and interest in and to any AI Outcomes, and you receive only a limited, non-exclusive, non-transferable license to use such AI Outcomes for your internal business purposes. You may not claim or assert any ownership rights in the underlying models, algorithms, or training data used to generate AI Outcomes.

USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; (7) your use of the Site will not violate any applicable law or regulation; and (8) you will not use the Platform, Site, Solution Services, AI Outcomes, or any Content to develop, support, or improve any product or service that is competitive with or substantially similar to our offerings.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

You are responsible for all activity under your account, including by your employees, contractors, or other users you authorize. Any breach of these Terms by your users shall be deemed a breach by you.

USER REGISTRATION

You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

FREE TRIAL

We may offer a 30-day free trial to new users who register with the Site. The account will not be charged and the subscription will be suspended until upgraded to a paid version at the end of the free trial. No credit card information is needed at the time of signup, but your access to our Site’s features may be limited.

If you choose to do so, you may select a paid account that fits your needs. We offer a variety of plans, all available by contacting Support. Users who previously created accounts and have prior plans with us are able to continue using their prior payment plan unless they upgrade or downgrade their accounts. Any upgrades will occur immediately at a prorated rate. Any downgrades to a user’s account will take place following the end of their current payment term.

BETA FEATURES

Certain features or functionality may be provided as beta, preview, or experimental (“Beta Features”). Beta Features may be incomplete, contain errors, or be subject to change without notice. We provide Beta Features “as is” with no warranties or commitments and may discontinue them at any time. You assume all risk arising from your use of Beta Features.

PLATFORM & SERVICE OFFERINGS

Coegil offers a variety of platform access and service options for users to leverage AI technology effectively. Below are the descriptions of the available subscriptions and services (collectively, Coegil Offerings):

Platform Access & Offering

This section describes how users can access and utilize Coegil’s features. Through these offerings, users can take full advantage of Coegil’s robust AI capabilities, ensuring they have the tools necessary for their AI projects and needs.

• AI Lab: An AI Lab is a subscription for an organization to store, secure, host, operate, and deliver AI outcomes produced in Coegil to the organization’s users. It provides a centralized environment for managing AI projects and results.

• AI Workstation: An AI Workstation is the interface for a user to produce AI Outcomes within Coegil. It offers the necessary resources and environment for individual users to develop and run AI Outcomes (e.g., datastores, automations, dashboards, predictive models, GenAI chatbots, micro-apps, API endpoints, etc).

• Platform Add-on: A Platform Add-on includes additional products and tools offered by Coegil within its Platform for users (e.g., Tableau, etc.). These add-ons enhance the functionality and capabilities of the AI Lab and AI Workstation.

• Dedicated Instance: A Dedicated Instance is a Platform Add-on that provides a single-tenant deployment of Coegil for a single organization and its affiliates. It offers additional security features, cloud customizations and integrations, and can serve as an organization’s technology foundation.

Solution Services

Coegil provides access to its team of AI experts and delivery partners for developing, deploying, maintaining, operating, and supporting AI Outcomes on behalf of a user. These AI Outcomes, collectively referred to as Solutions, are tailored to meet the specific needs and objectives of our customers. Solution Services can be utilized in two capacities:

• Solution Membership: This allows a user to pre-pay for a fixed set of hours each period at a discounted rate. Users with a Solution Membership enjoy enhanced response and resolution service level agreements (SLAs). Please note that unused hours will not carry forward into the following period.

• On-Demand Assistance: Users can purchase On-Demand hours when they do not have a Solutions Membership or have exhausted their Membership hours for a period. There are no predetermined response or resolution SLAs for On-Demand services. Resource assignments are on a best-efforts basis, meaning users may not receive services in a given period due to a lack of resource availability.

Offerings Terms

• Subscription Offerings (e.g., AI Labs, AI Workstations, Platform Add-ons, Dedicated Instance, Solutions Membership, etc.) are pre-paid monthly on a recurring renewal term. Users will be billed at the start of each subscription period. Cancellation of subscription services is subject to the conditions found in the Cancellation section of these Terms of Use.

• As-Used Basis Offerings (e.g., Cloud Usage, Solutions Projects, etc.) are paid on an as-used basis with no renewal term. Users will be billed at the end of each subscription period based on their actual usage of these services. 

• Solution Services Deliverables: Unless otherwise agreed in writing, any deliverables provided through Solution Services shall be deemed accepted if you do not provide written notice of rejection within three (3) days of delivery. Any issues identified after acceptance do not constitute a breach of these Terms and shall be addressed as additional Services.

• System Access: To the extent you grant us access to your systems, applications, databases, cloud environments, or other infrastructure in connection with Solution Services, you do so at your own risk and remain solely responsible for the security of such systems. We shall not be liable for any security vulnerabilities, data breaches, system failures, or other issues arising from such access, except to the extent directly caused by our gross negligence or willful misconduct.

FEES AND PAYMENT

We accept the following forms of payment: Credit Card, ACH Bank Debit.

You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment method details, so that we can complete your transactions and contact you as needed. We bill you through an online billing account for purchases made via the Site.

Bills or invoices will be generated and transmitted on a monthly basis, at the conclusion of a project, or when material fees have been accrued, as applicable.

Prices for our offerings, including prices from third-party providers such as cloud service providers, are subject to change at any time. All payments shall be in U.S. Dollars.

You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.

AI Lab and Workstation charges will be based upon the maximum active user counts during the billing period. Changes to subscription levels can only be made at the beginning of a Renewal Term.

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.

Payment Due Date and Penalties

Full payment for invoices must be received by Coegil within three (3) days of the invoice submission date (unless otherwise specified in writing). Invoices may be issued by OpCo, including on behalf of SolnCo. Any past due amounts will accrue interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower, from the date due until paid. You will also reimburse us for all reasonable costs of collection, including attorneys’ fees and expenses. If any payment is not received when due, we may immediately suspend or terminate access to the Platform and/or Solution Services until all amounts due (including interest and collection costs) are paid in full. We may condition reinstatement on advance payment or other assurances of future performance.

Audit Rights

We reserve the right, upon reasonable notice, to audit your use of the Platform, Site, and Solution Services to verify compliance with these Terms, including subscription limits, user counts, and usage restrictions. You agree to cooperate with any such audit and provide reasonable access to relevant records and systems. If an audit reveals underpayment of fees or violation of these Terms, you shall immediately pay any amounts owed plus interest, and reimburse our reasonable audit costs.

Payment Processing

You will pay Coegil the fees described in a service agreement, including any fees related to your chosen payment method and any fees incurred if you exceed the service capacity specified in your subscription plan.

You may also request invoice-based processing via email for an added processing fee.

Sales tax will be added to the purchase price as we deem required. You are also responsible for all taxes related to Coegil’s delivery of the services. These fees will be included in your periodic payment request.

Payment Disputes

If you believe Coegil has billed you incorrectly, contact us no later than three (3) days after the closing date on the first billing statement in which the error appeared to receive an adjustment or credit. Inquiries should be directed to our customer support department at disputes@coegil.com.

No Deductions or Setoffs

All amounts payable to Coegil must be paid in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding, except as required by law.

Acceleration of Payments
In addition to any other rights or remedies, upon your failure to pay any amounts due under these Terms, all unpaid amounts under your subscriptions (including fees that would have become due for the remainder of the applicable Service Term) shall become immediately due and payable. We may suspend or terminate your access to the Platform or Services until such amounts are paid in full.

Taxes and Withholding
All fees are exclusive of taxes. You are responsible for all sales, use, excise, VAT, GST, withholding, or similar taxes or duties imposed by governing authorities on your use of the Platform, Site, or Solution Services, other than taxes on our net income. If any amounts payable to us are subject to withholding, you shall gross up such amounts so that we receive the full amount invoiced.

Additional Cloud Service Charges

Some services include limits on cloud services like storage, networking, and computing resources. You are responsible for charges incurred for cloud services exceeding these limits. You will pay for any excess usage at the rates specified by Coegil or, if not specified, at the rates billed by the cloud service provider (e.g., AWS, Azure, Google Cloud). These charges are in addition to the fees set forth in this agreement.

SOLUTION SERVICES

We offer various implementation services, customizations, integration, data import and export, monitoring, technical support, maintenance, training, backup and recovery, and change management (“Solution Services”) related to your access to, and use of, the Site.

AI Outcomes

AI Outcomes are the AI results that can be produced using Coegil’s AI OS. These include, but are not limited to:

• Dataset: Structured collections of data prepared for analysis.

  • Example: A retail company collects and stores customer purchase data to analyze buying patterns and trends.

• Engineered Features: Derived variables or attributes created from raw data to improve model performance.

  • Example: Transforming raw transaction data into customer lifetime value and purchase frequency metrics for better customer segmentation.

• Job Automation Pipelines: Automated workflows for data processing and task execution.

  • Example: An e-commerce company automates daily data extraction, transformation, and loading (ETL) processes to update their sales dashboards.

• Analytical Dashboards: Interactive visualizations for monitoring and analyzing data.

  • Example: A financial services firm uses dashboards to track key performance indicators (KPIs) such as revenue, expenses, and profit margins.

• Predictive Models: Machine learning models that forecast future trends based on historical data.

  • Example: A logistics company uses predictive models to forecast demand and optimize inventory levels.

• GenAI Chatbot: Conversational agents powered by generative AI to interact with users.

  • Example: A customer service department implements a GenAI chatbot to handle common inquiries and support requests, improving response times and customer satisfaction.

• Micro-apps: Lightweight applications designed to perform specific tasks within the Coegil platform.

  • Example: A marketing team uses a micro-app to automate email campaign management and performance tracking.

• API Endpoints: Interfaces for connecting and integrating with other software systems.

  • Example: A healthcare provider integrates patient management systems with external laboratories using API endpoints to streamline test result submissions.

Work Tasks

Solution Services work tasks shall include developing, operating, and maintaining AI Outcomes requiring expertise in Python, SQL, big-data pipelines, API integration, transforming unstructured data into usable formats, auto-ML modeling, dashboarding, GenAI chatbots, and micro-app development. All work tasks will be implemented using and delivered within the Coegil Platform.

Engagement and Delivery

Solution Services are provided by SolnCo as an independent contractor. OpCo has no responsibility or liability for Solution Services, and SolnCo has no responsibility or liability for the Platform or Site. Each of OpCo and SolnCo retains the protections, disclaimers, indemnities, and limitations of liability set forth in these Terms with respect to its own scope of services.

Work performed under Solution Services will be tracked within the Coegil platform.

Solution Memberships and On-Demand Assistance are requested and confirmed exclusively via email to support@coegil.com. Coegil will acknowledge each request and provide proposed engagement terms. Upon user confirmation, Coegil will assign resources and provide a confirmed start date. The engagement terms are binding upon Coegil’s confirmation of the start date and are subject to the commitment, downgrade, and cancellation provisions of these Terms.

Coegil may, at its discretion, provide a grace period in its acknowledgment during which the user may withdraw a confirmed request without charge. If you cancel a confirmed Solution Services engagement after the expiration of any applicable grace period but prior to the confirmed start date, a cancellation fee equal to fifty percent (50%) of the first month’s confirmed monthly value shall apply.

Performance and Acceptance

Solution Services will be performed on business days during standard business hours. Coegil fulfills its obligations when the user accepts the delivery of work tasks without reasonable objection. No response from the user within three (3) days of delivery is deemed acceptance by the user.

Service Availability

Solution Services are provided during standard business hours (Monday–Friday) in the assigned resource’s local timezone. Coegil does not provide 24×7 support coverage for Solution Services. Weekly hour commitments associated with your Solution Membership will be distributed approximately evenly across each week within the billing period.

Response SLA

For operational issues and change requests related to active Solution Services (e.g., data pipeline failures, production application errors), Coegil will provide initial acknowledgment and triage within the following timeframes, subject to the assigned resource’s working schedule and timezone: up to one (1) business day for Solution Memberships under 120 hours per month, or up to four (4) business hours for Solution Memberships of 120 hours or more per month. Response SLAs apply to initial acknowledgment and triage only. Resolution timelines will be assessed and communicated on a case-by-case basis. Response SLAs do not apply to On-Demand Assistance, which is provided on a best-efforts basis with no predetermined service levels.

Holidays and Vacations

Solution Services resources may observe national holidays in their country of residence and take reasonable vacation time. Coegil will provide you with not less than ten (10) days’ notice of holidays and not less than thirty (30) days’ notice of planned vacations affecting your assigned resources. Hours lost to holidays and vacations are non-billable and do not count toward your Solution Membership commitment for the affected period.

Timezone and Resource Preferences

Solution Services resources are assigned based on availability and may be located in any timezone. If you require resources in a specific timezone, Coegil may, at its sole discretion, accommodate such requests subject to availability. Timezone-specific resource assignments, when available, may require a higher hourly rate, a higher minimum monthly hour commitment, and/or modified downgrade terms. Coegil makes no commitment to the availability or continuity of timezone-specific resource assignments.

Licensing

You will own all right, title, and interest in and to Deliverables created specifically for you through Solution Services, subject to the following: (a) your ownership is conditioned on full payment of all fees due; (b) such Deliverables are for your internal business use only and may not be sold, licensed, or otherwise transferred to third parties without our prior written consent; and (c) Coegil retains all rights in and to any pre-existing intellectual property, tools, templates, models, know-how, or other background technology used or developed in the course of providing the Solution Services (“Background IP”). To the extent Deliverables incorporate any Background IP, we grant you a limited, non-exclusive, non-transferable license to use such Background IP solely as embedded in or necessary to use the Deliverables internally.

Solutions Hours Expiry

Users purchase Solutions Membership Subscriptions which include a fixed number of hours each subscription period (typically a month). Unused hours cannot be rolled over into the next period; instead, they expire at the end of the current period. Unless otherwise agreed, if not used, pre-purchased Solution Services hours expire at the end of the subscription period.

Cooperation and Expenses

You agree to provide reasonable cooperation and information to permit Coegil Solutions to perform Solution Services. With your written approval, you will be charged at cost for travel and expenses incurred in providing the Solution Services (if any). Coegil Solutions will own any intellectual property rights in anything provided or created by it in the performance of the Solution Services.

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us in writing.

As a user of the Site, you agree not to:

1. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.

2. Use a buying agent or purchasing agent to make purchases on the Site.

3. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.

4. Engage in unauthorized framing of or linking to the Site.

5. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.

6. Make improper use of our support services or submit false reports of abuse or misconduct.

7. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

8. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.

9. Attempt to impersonate another user or person or use the username of another user.

10. Sell or otherwise transfer your profile.

11. Use any information obtained from the Site in order to harass, abuse, or harm another person.

12. Use the Site as part of any effort to compete with us, create a white-label or similar version of the Site in a largely unchanged manner, or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.

13. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.

14. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.

15. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.

16. Delete the copyright or other proprietary rights notice from any Content.

17. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

18. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.

19. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).

20. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.

21. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site. 

22. Use the Site in a manner inconsistent with any applicable laws or regulations.

23. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

You shall not use the Platform, Site, or Solution Services for any purpose prohibited by applicable AI regulations or guidance, including use in connection with biometric identification, critical infrastructure, medical diagnosis or treatment, employment decisions, credit scoring, or other high-risk applications without our prior written consent.

USER-GENERATED SUBMISSIONS

The Site may invite you to submit data, write programmatic code, chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, data, code, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:

1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.

2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.

3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.

4. Your Contributions are not false, inaccurate, or misleading.

5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.

6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).

7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.

8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.

9. Your Contributions do not violate any applicable law, regulation, or rule.

10. Your Contributions do not violate the privacy or publicity rights of any third party.

11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.

12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.

13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.

14. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.

CONTRIBUTION LICENSE

By posting your Contributions to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

USER DATA

You are solely responsible for all Customer Data that you transmit to or generate through the Platform or Site, and for maintaining appropriate backups outside of the Platform. Although we may perform routine backups for our own operational purposes, we do not guarantee that any Customer Data will be preserved, and we disclaim all responsibility for any loss, corruption, or inaccessibility of Customer Data.

We may suspend, disable, remove, or delete Customer Data or Contributions at any time without liability to you, including if: (a) you have breached these Terms (including failure to pay fees when due); (b) your Customer Data or Contributions may subject us or our affiliates to legal liability; (c) your Customer Data or Contributions are infringing, unlawful, offensive, or otherwise harmful; or (d) suspension, removal, or deletion is necessary to protect the security, integrity, or availability of the Platform. Upon termination or expiration of these Terms, we may delete all Customer Data and Contributions in our possession without further notice, unless otherwise required by law. Nothing in this section limits your ability to use the Platform’s self-service export tools while your Subscription remains active.

You are solely responsible for all costs of restoring, exporting, or migrating Customer Data, including fees for any migration assistance engagement. We shall have no liability for delays, costs, or damages arising from your failure to maintain separate backups or to export Customer Data before termination or suspension.

Following termination or expiration of these Terms, we may retain Customer Data for up to thirty (30) days solely for account wind-down purposes. After such period, we may permanently delete all Customer Data from our systems without notice, unless otherwise required by law. We have no obligation to retain Customer Data beyond this period.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

MOBILE APPLICATION LICENSE

Use License

If you access the Site via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use. You shall not: (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application; (5) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (8) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.

Apple and Android Devices

The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Site: (1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.

U.S. GOVERNMENT RIGHTS

Our services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If our services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our services are subject to the terms of these Terms of Use in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of any agency within the Department of Defense, our services are subject to the terms of these Terms of Use in accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202‑3. In addition, DFARS 252.227‑7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms of Use.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy: coegil.com/privacy-policy. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United States. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.

COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.

RENEWALS – CANCELLATIONS

AUTOMATIC RENEWAL NOTICE. YOUR SUBSCRIPTIONS WILL AUTOMATICALLY RENEW AT THE END OF EACH OFFERING TERM FOR ADDITIONAL PERIODS EQUAL TO THE OFFERING TERM, AND YOUR PAYMENT METHOD ON FILE WILL BE CHARGED THE THEN-CURRENT FEES FOR EACH RENEWAL TERM, UNLESS YOU CANCEL IN ACCORDANCE WITH THE NOTICE PERIOD REQUIREMENTS BELOW. TO CANCEL, YOU MUST PROVIDE WRITTEN NOTICE OF NON-RENEWAL TO support@coegil.com BEFORE THE APPLICABLE NOTICE PERIOD DEADLINE. CANCELLATION IS NOT EFFECTIVE UNTIL CONFIRMED BY COEGIL. NOTICE PROVIDED AFTER THE NOTICE PERIOD DEADLINE WILL TAKE EFFECT AT THE FOLLOWING RENEWAL TERM, AND YOU WILL REMAIN RESPONSIBLE FOR ALL FEES THROUGH THE END OF THAT RENEWAL TERM.

All purchases are non-refundable. You can cancel your subscriptions at any time, subject to the conditions below, by contacting us at support@coegil.com.

Definitions

A Coegil Offering refers to a Coegil Platform Offering or Solution Service that a user has purchased. The Offering Effective Date is the first day of the month when payments accrued for a Coegil Offering. For example, an Offering requested or purchased on the 10th of the month will have an Offering Effective Date of the 1st of that month.

Offering Term & Renewals

The Offering Term refers to the duration that these Terms of Use remain in effect, beginning on the Offering Effective Date and continuing for the specified Service Term. Unless specified differently in writing, the Service Terms are as follows: 

• AI Lab:  three (3) months, 

• AI Workstation: one (1) month, 

• Platform Add-On: three (3) months, 

• Subscription Membership: three (3) months, and 

• Dedicated Instance: twelve (12) months. 

Users agree to pay for Coegil Offerings used during the Offering Term. Each Subscription shall automatically renew for additional periods equal to the Offering Term (each, a “Renewal Term”).

Notice Period

You or Coegil may cancel your subscriptions by providing written notice of non-renewal at a notice period prior to the expiration of the Offering Term. If the notice period is not met, one more renewal term will be realized before cancellation of subscriptions. The required notice periods are as follows:

• AI Lab: forty-five (45) days,

• AI Workstation: fifteen (15) days,

• Platform Add-On: forty-five (45) days,

• Subscription Membership: forty-five (45) days, and

• Dedicated Instance: three (3) months.

Pilot Period

When Coegil provides you a Pilot Period to evaluate our Offerings, you may terminate your active Subscriptions by providing Coegil written notice no less than three (3) days prior to the end of the Pilot Period; otherwise, the Subscriptions shall continue in effect for the Initial Service Term and subsequent Renewal Terms. The Pilot Period does not apply to Platform Add-on and Dedicated Instance offerings.

Effect of Cancellation

All fees are non-refundable. Upon cancellation or termination of any Subscription, you remain liable for all fees and charges that have accrued, and all fees that would have become payable through the end of the then-current Subscription Term will become immediately due and payable in full as liquidated damages and not as a penalty. We will immediately cease providing access to the Platform and/or Solution Services at the end of the paid Term.  The Platform provides self-service tools that allow you to export your Customer Data at any time during an active Subscription. Following cancellation or termination, provided you have paid all amounts owed (including any early termination fees), we may, in our sole discretion and upon your written request submitted within thirty (30) days, offer migration assistance as a separately scoped and separately priced Solution Service engagement, subject to a mutually agreed Statement of Work. We are under no obligation to offer or perform migration assistance. Thereafter, we may permanently delete all of your data from our systems.

TERMINATION

These Terms remain in effect while you access or use the Site, Platform, or Solution Services. We may suspend or terminate your account and access immediately, without prior notice or liability, if we determine that: (a) you fail to pay any amounts when due; (b) you materially breach these Terms and fail to cure such breach within ten (10) days of written notice (if curable); (c) your Customer Data, Contributions, or use of the Platform poses a security, legal, or reputational risk to us or our affiliates; (d) you become insolvent, commence bankruptcy proceedings, or are otherwise unable to meet your financial obligations as they come due; or (e) your account has been inactive (no payment activity and suspended for non-payment) for fifteen (15) or more consecutive days. Additionally, we may terminate your account and access for any reason or no reason upon thirty (30) days’ prior written notice to you, without refund of any prepaid fees.

Upon termination, (i) all rights granted to you under these Terms shall immediately cease; (ii) you must cease all use of the Platform and Solution Services; (iii) we may immediately deactivate or delete your account and all associated Customer Data, subject to the provisions of the User Data section; and (iv) all outstanding fees and charges shall become immediately due and payable.

Termination is without prejudice to any other remedies available to us at law or in equity.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith. 

Unless otherwise expressly set forth in a separate written agreement, we make no commitments regarding uptime, availability, response times, or service levels for the Platform or Solution Services.

FORCE MAJEURE

We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in performance to the extent caused by acts or circumstances beyond our reasonable control, including without limitation: acts of God; flood, fire, earthquake, or explosion; natural disasters; epidemics, pandemics, or public health emergencies; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; government orders, laws, or actions; embargoes or blockades in effect on or after the date of these Terms; national or regional emergency; strikes, labor stoppages, or slowdowns, or other industrial disturbances; shortages of adequate power or transportation facilities; failures or delays of internet service providers, hosting providers, or cloud infrastructure providers (each, a “Force Majeure Event”).

Our obligations under these Terms shall be suspended for the duration of the Force Majeure Event and resume once performance becomes reasonably possible. If a Force Majeure Event prevents us from providing the Platform or Solution Services for more than thirty (30) consecutive days, either Party may terminate the affected subscriptions or services upon written notice, without further liability except for payment of amounts accrued prior to the Force Majeure Event.

GOVERNING LAW

These Terms of Use and your use of the Site, Platform, and Solution Services are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any disputes arising under these Terms shall be resolved exclusively through the dispute resolution procedures set forth in the Dispute Resolutions section.

Export Compliance

You represent and warrant that you are not located in, and will not use the Platform, Site, or Solution Services from, any country or jurisdiction embargoed by the United States or listed on any U.S. government restricted parties list. You agree not to export, re-export, or transfer the Platform, Solution Services, or AI Outcomes in violation of U.S. export laws or regulations.

DISPUTE RESOLUTIONS

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations within thirty (30) days, the Dispute shall be finally and exclusively resolved by binding arbitration. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, before a panel of three arbitrators knowledgeable in software-as-a-service and intellectual property. The arbitration will take place in Fairfield County, Connecticut, and the language of the arbitration shall be English. Judgment on the award may be entered in any court of competent jurisdiction. The Parties waive any right to trial by jury or to participate in a class action, representative action, or consolidated proceeding.

In no event shall any Dispute brought by either Party related in any way to the Site, Platform, or Services be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction located in Fairfield County, Connecticut, and the Parties agree to submit to the personal jurisdiction of such courts.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class-action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court. 

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

DISCLAIMER

THE PLATFORM, SITE, SOLUTION SERVICES, AND ALL CONTENT, FEATURES, AND OUTPUTS (INCLUDING ANY DATA, INSIGHTS, MODELS, RECOMMENDATIONS, OR OTHER “AI OUTCOMES”) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COEGIL AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND QUIET ENJOYMENT. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE PLATFORM, SITE, OR SOLUTION SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE, OR THAT ANY OUTPUT OR RESULTS GENERATED THROUGH THE PLATFORM OR SOLUTION SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR SUITABLE FOR YOUR NEEDS. ALL AI OUTCOMES ARE EXPERIMENTAL AND FOR INFORMATIONAL PURPOSES ONLY. THEY DO NOT CONSTITUTE LEGAL, FINANCIAL, MEDICAL, OR OTHER PROFESSIONAL ADVICE, AND YOU ARE SOLELY RESPONSIBLE FOR VALIDATING ANY OUTPUTS BEFORE USING OR RELYING ON THEM. WE SHALL NOT BE LIABLE FOR ANY BUSINESS, OPERATIONAL, OR STRATEGIC DECISIONS MADE BY YOU OR OTHERS BASED ON AI OUTCOMES, EVEN IF SUCH DECISIONS RESULT IN FINANCIAL LOSS, REPUTATIONAL HARM, OR OTHER DAMAGES. WE EXPRESSLY DISCLAIM RESPONSIBILITY FOR (A) ANY THIRD-PARTY PRODUCTS, DATA, SOFTWARE, OR SERVICES, WHETHER INTEGRATED WITH THE PLATFORM OR ACCESSED BY YOU THROUGH THE SITE; AND (B) ANY DECISIONS OR ACTIONS TAKEN BY YOU OR OTHERS BASED ON AI OUTCOMES OR SOLUTION SERVICES. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE MAY NOT APPLY TO YOU. IN SUCH CASES, OUR WARRANTIES ARE LIMITED TO THE MINIMUM EXTENT REQUIRED BY LAW.

LIMITATIONS OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COEGIL OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUES, LOSS OF DATA, BUSINESS INTERRUPTION, OR REPLACEMENT SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE TOTAL AGGREGATE LIABILITY OF COEGIL AND ITS AFFILIATES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, SITE, OR SOLUTION SERVICES SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO US UNDER THESE TERMS IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMITATION. THE FOREGOING LIMITATIONS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN AND SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

INDEMNIFICATIONS

You shall defend, indemnify, and hold harmless Coegil and its affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns (collectively, the “Coegil Parties”) from and against any and all losses, damages, liabilities, deficiencies, penalties, interest, judgments, settlements, expenses, and costs (including reasonable attorneys’ fees) incurred by any Coegil Party arising out of or relating to: (a) your use of the Platform, Site, or Solution Services; (b) your breach of these Terms, including any representation or warranty; (c) your Customer Data, Deliverables, or Contributions, including any actual or alleged infringement, misappropriation, or violation of third-party rights (including intellectual property, privacy, or publicity rights); (d) your violation of any applicable law, regulation, or standard; and (e) any investigation, inquiry, or claim by a governmental, regulatory, or data-protection authority relating to your use of the Platform, Site, or Solution Services. Your indemnity obligations apply regardless of the form of action, and include defense from the first notice of claim. You shall not settle any claim without our prior written consent if the settlement (i) imposes any obligation on a Coegil Party, (ii) admits liability by a Coegil Party, or (iii) does not include a full release of all claims against the Coegil Parties. We may, at our option and expense, participate in the defense of any claim with counsel of our choosing.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. 

CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254. 

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign, transfer, delegate, or subcontract any of our rights or obligations under these Terms, in whole or in part, without your consent, including in connection with any merger, acquisition, financing, reorganization, or sale of assets. You may not assign, delegate, or transfer these Terms, by operation of law or otherwise, without our prior written consent, and any attempt to do so without such consent shall be null and void. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use. 

CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at: community@coegil.com.