Coetic

Terms of Service Agreement

Last modified August 2, 2022.

Welcome, and thank you for your interest in STRAmetrics, LLC d/b/a Coetic (“Coetic,” “we”, or “us”) and our website at coetichr.com, along with our related websites, networks, applications, mobile applications, and other services provided by us, including Woether, Nudges, Core Values Sort, and Insights (each as defined below, and collectively, the “Service”).

PLEASE READ THE FOLLOWING TERMS CAREFULLY. These Terms of Service (the “Terms”) are a legally binding contract between you (“Customer”) and Coetic regarding your rights and responsibilities when using any element of the Coetic Service.

YOUR AGREEMENT ON BEHALF OF “CUSTOMER”

If you purchase subscription(s), create an account, or otherwise access or use the Service, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING COETIC’S PRIVACY POLICY AND TRADEMARK POLICY (together, the “Contract”). If you use or allow use of the Service after being notified of a change to these Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer. If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service. YOUR USE OF THE SERVICE, AND COETIC’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY COETIC AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in the “Dispute Resolution and Arbitration” Section, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND COETIC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See the “Dispute Resolution and Arbitration” Section.)

APPLICABILITY

In the event a separate fully executed written master level agreement exists (now or in the future) between Company and Coetic (e.g., Master Services Agreement, Master Professional Services Agreement, Consulting Services Agreement, etc.), any conflict between that agreement and these Terms of Service shall be resolved in favor of such agreement. However, to the extent such agreement does not address access to and use of the Coetic Service as described herein, these Terms of Service shall apply to such access and use. These Terms of Service shall remain in effect during the term of any Statement of Work incorporating these Terms of Service by reference

1. Coetic Services Overview

Coetic offers organizational effectiveness software services available together or separately:

i. ”Woether” — an organizational effectiveness app that emphasizes accomplishing meaningful work together and which allow users to create an intentional organizational culture, share priorities, and build connections.

ii. ”WorkWeek Nudges” — a connected intentions app that helps teams try new work habits and create a positive culture together.

iii. ”Core Values Sort” — a visual analytic and insights tool which allows users to rate and check cross-team alignment on current and aspirational values.

IV. ”Insights” — a psychometric assessment platform where individuals and teams can receive > feedback on a variety of dimensions of leadership and team effectiveness.

2. Eligibility

You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

3. Accounts and Registration

To access the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, mailing address for billing purposes, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times.

When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us by emailing us at [email protected]. Even if you notify us, you will be responsible for any activities that occur using your access credentials. We will not be liable for any losses by any unauthorized use of your account.

You are entirely responsible for all materials and information that you upload, post or otherwise transmit via the Services. Only you may use your Coetic account, and you are responsible for all aspects of your account. Each user must have a separate account. You may not share, loan, or transfer your ID or password. If you become aware of any unauthorized use of the Services or your account or have any questions about your account, please contact us at [email protected]. Finally, you agree and warrant that you have the right to provide all information submitted to the Site and through the Services.

You get to choose what email address(es) you register for an account. Please be aware, however, that if the domain of the email address associated with your account is owned or controlled by an organization (such as your employer) and that organization establishes a direct relationship with us and wishes to add your account to such relationship, then you may be rolled into that organization’s account after a reasonable attempt to notify you of the change. Fourteen (14) days after that attempted notice, if you do not respond or change the email address associated with your account, your account may be deactivated. If an organization provided you with your account (e.g., an employer), or if you agree to have your account managed by an organization, you understand that this organization has rights to your account and may: (a) manage your account (including suspending or canceling); (b) reset your password; (c) view your usage and profile data, including how and when your account is used; and (d) manage the information in your account.

4. Payment Obligations

The Service requires you to pay subscription fees. Fees must be paid in advance. All fees are in the currencies provided on the Coetic website. Payment obligations are non-cancelable, and fees paid are non-refundable and there are no credits for partially used Subscription periods.

Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases (except for E.U. Customers, where the pricing includes mandatory E.U. VAT charges). Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.

  1. Price. Coetic reserves the right to determine pricing for the Service. Coetic will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically for current pricing information. Coetic may change the price of any feature of the Service; if this occurs, Coetic will provide you advance notice of the changes before they apply. Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount. Coetic, at its sole discretion, may make promotional offers with different features and different pricing to any of Coetic’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

  2. Authorization. You authorize Coetic and its third-party payment processors to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Coetic to the payment method specified in your account. If you pay any fees with a credit card, Coetic or its third-party payment processors may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

  3. Subscription Service. The Service may include automatically recurring payments for periodic charges (“Subscription Service”). If you activate a Subscription Service, you authorize Coetic or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. For information on the “Subscription Fee”, please see our website. Your account will be charged automatically on the Subscription Billing Date all applicable fees and taxes for the next subscription period (e.g., monthly billing periods will be billed on the same day each month). The subscription will continue unless and until you cancel your subscription, or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. Coetic or its third-party payment processor will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You may cancel the Subscription Service by contacting us at [email protected].

  4. Active Users. Subscription fees for each month are based on the number of Active Users in the Account as of the Subscription Billing Date. The Subscription fees will be reassessed and recalculated prior to each Subscription Billing Date and will not be reassessed or recalculated after the Subscription Billing Date until the next billing cycle. You expressly agree not to intentionally manipulate and/or abuse the Subscription fee by inactivating and reactivating Active Users in the Account. If in our sole discretion, we determine that you are manipulating and/or abusing this Subscription Fee, then we reserve the right to suspend or terminate your Account in accordance with Section 11 below.

  5. Invoices. If Coetic agrees to invoice Customer annually by email, full payment must be received within thirty (30) days from the invoice date. If you have changes to Active Users during your annual subscription term, we will reconcile those quarterly with credits or additional invoices. Any credits that may accrue to Customer’s account will expire following expiration or termination of the applicable Contract, will have no currency or exchange value, and will not be transferable or refundable.

  6. Delinquent Accounts. Coetic may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.

5. Coetic Services

  1. General. Users may sign up for an account for the various Coetic Services described below via the Coetic website or mobile application, as applicable. These Terms apply to all elements that are a part of the Service.

  2. Woether.

  • Woether is a paid subscription product (“Woether”), which automatically renews at the end of your billing period consistent with the terms of the “Payment Obligations: Subscription Service” Section.
  • Woether users may use a credit card to pay for the Woether plan. However, if a Woether enterprise user has a team of 50 individuals or more, Coetic may invoice the enterprise user annually for the Woether subscription plan.
  • If Coetic offers you a free trial of Woether (“Trial Period”), you will have access to Woether features during the Trial Period. If you do not elect to upgrade to Woether prior to the end of the Trial Period, the features will no longer be available to you. You will be charged with the amount shown on the Pricing Page before you can access Woether. At any time and without notice, Coetic reserves the right to (a) modify the terms and conditions of any free trial offer, (b) cancel any free trial offer, or (c) cancel any Trial Period at any time.
  • Woether users can grant account access to additional users through an administrative interface provided by Coetic. When an account administrator invites an authorized user, the authorized user receives an invitation email with a link directing the user to the Woether website (https://woether.coetichr.com/login) to create an account.
  1. Nudges.
  • Nudges is a paid subscription product (“Nudges”). You may sign up for Nudges separately or add Nudges to your subscription at any time.
  • Nudges users may use a credit card to pay for the Nudges plan. However, if a Nudges enterprise user has a team of 50 individuals or more, Coetic may invoice the enterprise user annually for the Nudges subscription plan.
  • If Coetic offers you a free trial of Nudges (“Trial Period”), you will have access to Nudges features during the Trial Period. If you do not elect to upgrade to Nudges prior to the end of the Trial Period, the features will no longer be available to you. You will be charged with the amount shown on the Pricing Page before you can access Nudges.
  • Nudges Account Administrators can provide access to additional users through an administrative interface provided by Coetic. When an account administrator invites an authorized user, the authorized user receives an invitation email with a link directing the user to their personal Nudges dashboar
  1. Core Values Sort.
  • Core Values Sort is available as a pay-by-use or paid subscription product (“Core Values Sort”). You may sign up for Core Values Sort separately or add Core Values Sort to your subscription at any time, or purchase Core Values Sort on a per-use basis.
  • Core Values Sort users may use a credit card to pay for the Core Values Sort plan. However, if a Core Values Sort enterprise user has a team of 50 individuals or more, Coetic may invoice the enterprise user annually for the Core Values Sort subscription plan.
  1. Insights.
  • Insights is a pay-by-use product (“Insights”). You may purchase Insights on a per-use basis.
  • Insights users may use a credit card to pay for the Insights assessments However, if an Insights enterprise user has a team of 50 individuals or more, Coetic may invoice the enterprise user annually for the Insights subscription plan.

6. Licenses

  1. Limited License. Subject to your complete and ongoing compliance with these Terms, Coetic grants you, solely for your personal use or for your employer’s internal business operations, as applicable, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service to which you have subscribed, including the right to install and use a reasonable number of object code copies of any mobile application associated with the Service obtained from a legitimate marketplace on a mobile device that, as applicable, either you own or control, or your employer owns or controls. All of our rights not expressly granted by this license are hereby retained.

  2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.

  3. Feedback. The more suggestions our customers make, the better the Services become. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Coetic an unrestricted, perpetual, irrevocable, non-exclusive, sublicensable, transferable, fully paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

7. Ownership; Proprietary Rights

The Services are owned and operated by Coetic. All materials published by Coetic in any form of media, including, but not limited to, text, news articles, photographs, images, illustrations, audio clips, video clips, poll results, visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, reports, promotional content (including Coetic’s blog content), training materials, and all other elements of the Services (“Content”) provided by Coetic are protected by intellectual property and other laws. All Materials included in the Services are the property of Coetic.

Except as expressly authorized by Coetic, you may not use the Content. You may use Content on Coetic Services websites or materials only for personal or organizational purposes. You may not copy, reproduce, distribute, modify, create derivative works of, publicly display, or republish Content from the website or materials, whether in whole or in part, and by any means. You may not combine or incorporate any portion of the intellectual property or website with any other system, program, product, or service, including software of any type, without Coetic’s express prior written consent in each case. You acknowledge that you do not acquire any ownership rights in these copyrighted materials by downloading them. To protect the science and concepts behind Coetic’s work, Coetic reserves the right to audit any user created content. Based on the results of that audit, Coetic may require modification of user created content. Coetic reserves all rights to the Materials not granted expressly in these Terms, including but not limited to, those rights set forth in the Trademark Policy. You acknowledge that the Service and Content are protected by copyright, trademark, patent, trade secret, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service or Content. For specific trademark and copyright information, please review the Coetic Trademark Policy. Except as otherwise expressly provided in these Terms of Service or in any SOW, no rights, title or interest to any Coetic Intellectual Property is given to Customer; all such rights are hereby reserved by Coetic. Coetic further reserves the right to use any data (other than personally identifiable information received from Customer) supplied by Customer and/or generated by Coetic in connection with the Products and/or Custom Services. If, by operation of the law of any jurisdiction, or otherwise, Customer or any third party claiming by or through Customer is deemed to or appears to own any property rights in any Coetic Intellectual Property (other than the Work Product expressly assigned to Customer), Customer hereby assigns all right, title and interest in such property rights to Coetic, and Customer shall, at Coetic’s request, execute any and all documents necessary to confirm or otherwise establish Coetic’s rights therein.

8. Third Party Terms

  1. Third Party Services and Linked Websites. Coetic may provide tools through the Service that enable you to export information, including User Content, to third party services, including through features that allow you to link your account on Coetic with an account on the third-party service. By using one of these tools, you agree that Coetic may transfer that information to the applicable third-party service. Third-party services are not under Coetic’s control, and, to the fullest extent permitted by law, Coetic is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Coetic’s control, and Coetic is not responsible for their content.

  2. Third Party Software. The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

9. User Content

  1. User Content Generally. Certain features of the Service may permit users to upload content to the Service and send content through the Service, including messages, photos, audio, video, images, folders, data, text, graphics, and other types of information, material, and works (“User Content”) and to publish User Content on the Service. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service.

  2. Limited License Grant to Coetic. By providing User Content to or via the Service, you grant Coetic a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, archive, transfer, display, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed, in the performance of the Service and for marketing and promoting the Service. Coetic’s use of your User Content will be subject to and in accordance with the terms of our Privacy Policy.

  3. Limited License Grant to Other Users. By providing User Content to or via the Service to other users of the Service, you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.

  4. User Content Representations and Warranties. Coetic disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant that:

  • you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Coetic and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Coetic, the Service, and these Terms;
  • your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Coetic to violate any law or regulation; and
  • your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

  1. User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish and will not be in any way responsible or liable for User Content. Coetic may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Coetic with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Coetic does not permit copyright-infringing activities on the Service.

  2. Monitoring Content. Coetic does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Coetic reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Coetic chooses to monitor the content, Coetic still assumes no responsibility or liability for content, or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.

  3. Protecting User Content. Coetic cares about the integrity and security of your User Content. Coetic uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your User Content, implement your privacy settings, and prevent unauthorized access, use, modification, deletion, and disclosure of User Content. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your User Content for improper purposes. You acknowledge that you provide your User Content at your own risk. You are responsible for properly configuring and using the Services and taking your own steps to maintain appropriate security, protection and backup of your User Content, which may include the use of encryption technology to protect your User Content from unauthorized access and routinely archiving your User Content. Where security controls or data backup are offered as part of the Services, you are responsible for implementing those features according to our instructions. You are ultimately responsible for determining the sufficiency of the security controls applied to your Applications and data. Customer (not us) bears sole responsibility for adequate security, protection and backup of User Content when in Customer’s or its representatives’ or agents’ possession or control. We are not responsible for what Customer’s Authorized Users or Non-Coetic Products do with User Content. That is Customer’s responsibility. If you discover a potential security vulnerability, you agree to notify us of such a vulnerability in private by contacting us at [email protected].. Publicly disclosing a security vulnerability without informing us first puts the community at risk. When you notify us of a potential problem, we will work with you to make sure we understand the scope and cause of the issue. Thank you!

  4. Removal of User Content. You can remove your User Content that you designate as private by specifically deleting it. However, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Service.

10. Communications

  1. Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when the app is not on. You can turn off notifications by visiting your mobile device’s “settings” page.

  2. Email. By creating an account on our Service, you agree to receive notification emails from the Service; you may contact us at [email protected] to opt out of notification emails. You also agree to subscribe to newsletters or marketing materials and other promotional information we may send. However, you may opt out of receiving any, or all, of these marketing communications from us by following the unsubscribe link or instructions provided in any email we send. Please note that we may still send you transactional or administrative messages related to the Service even after you have opted out of receiving marketing communications.

11. Prohibited Conduct

  1. Use of the Services. BY USING THE SERVICE, YOU AGREE NOT TO:
  • use the Service for any illegal purpose or in violation of any local, state, national, or international law;
  • use the Service to harass, threaten, demean, embarrass, or otherwise harm any other user of the Service, or to transmit, store, display, distribute or otherwise make available content that is illegal, unethical, indecent, harmful, hateful, threatening, or offensive;
  • promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
  • interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, trojan horse, logic bomb, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
  • violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
  • use the Services to create, receive, maintain, or transmit protected health information;
  • duplicate, decompile, reverse engineer, disassemble, decode, create a derivative work of, or translate the Service (including any underlying idea or algorithm), or attempt to do any of the same, or develop or create a competing product or service;
  • delete the copyright or other proprietary rights notice from any Materials included in the Service;
  • interfere with security-related features of the Service, including by (i) disabling or circumventing features that prevent or limit use or copying of any content, or (ii) circumventing, removing, altering, deactivating, degrading or thwarting any technological measure or content protections of the Service;
  • test or attempt to test the vulnerability of the website to breach security for the purpose of revealing information, including any personal identifying information other than your own information;
  • use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device;
  • access or use the Service in any manner that could disable, overburden, damage, disrupt or impair the Service or interfere with any other party\‘s access to or use of the Service or use any device, software or routine that causes the same;
  • aggregate or collect any Materials to construct any kind of database;
  • use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Service to monitor, extract, copy or collect information, data, or traffic from or through the Service, or engage in any manual process to do the same;
  • perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, or accessing any other Service account without permission, including attempting to probe, scan, or test the vulnerability of a system or to breach any security or authentication measures used by a system;
  • sell, assign, sublicense, distribute, commercially exploit, grant a security interest in, or otherwise transfer the access granted under these Terms or any Materials (as defined in the “Ownership; Proprietary Rights” Section) or any right or ability to view, access, or use any Materials, unless you have an executed agreement permitting you to do so;
  • manipulate and/or abuse the Subscription fee by inactivating and reactivating Active Users in the Account; or
  • attempt to do any of the acts described in this “Prohibited Conduct” Section or assist or permit any person in engaging in any of the acts described in this “Prohibited Conduct” Section.
  1. Our Removal Rights. We reserve the right, but do not assume the obligation, to investigate any violation related to this “Prohibited Conduct” Section, or misuse of the Services. If you become aware of any violation of this policy, you must immediately notify us and provide us with assistance, as requested, to stop or remedy the violation. To report any violation of this policy, please email us at [email protected]. If we believe that there is a violation of the Contract that can simply be remedied by Customer’s removal of certain Customer Data or Authorized User, we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties. If you violate this policy or authorize or help others to do so, we may suspend or terminate your use of the Services. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this “Prohibited Conduct” Section. WE RESERVE FULL AND FINAL DISCRETION AS TO WHETHER CERTAIN USES VIOLATE THIS “PROHIBITED CONDUCT” SECTION. YOU AGREE THAT OUR DETERMINATION IS FINAL.

12. Digital Millennium Copyright Act (DMCA)

  1. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address: Coetic, ATTN: Legal Department (Copyright Notification), 700 Abbot Road, East Lansing, MI 48823, or by email at [email protected].

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
  • a description of the copyrighted work or other intellectual property that you claim has been infringed;
  • a description of the material that you claim is infringing and where it is located on the Service;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
  1. Repeat Infringers. Coetic will promptly terminate the accounts of users that are determined by Coetic to be repeat infringers.

13. Modification of these Terms

We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. If Customer (or any Authorized User) accesses or uses the Service after the effective date, that use will constitute Customer’s acceptance of any revised Terms.

14. Term, Termination and Modification of the Service

  1. Term. These Terms are effective beginning when you accept the Terms or first access or use the Service and ending when terminated as described in the “Term, Termination and Modification of the Service: Termination” Section.

  2. Auto-Renewal. All subscriptions automatically renew for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.

  3. Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Coetic may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting us at [email protected].

  4. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate, and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Coetic any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination will survive. Following termination or expiration of an account’s subscriptions, we will have no obligation to maintain or provide any Customer Data or User Content and may thereafter, unless legally prohibited, delete all Customer Data and User Content in our systems or otherwise in our possession or under our control.

  5. Modification of the Service. Coetic reserves the right, in its sole discretion, to modify or discontinue the Service at any time and from time to time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Coetic reserves the right to interrupt the operations of the Services, or any portion of the Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes. You agree that Coetic will have no liability to you for any change to the Service or any suspension or termination of your access to or use of the Service.

15. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Coetic and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Coetic Entities”) from and against every claim or demand brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) the nature or content of data processed by the Service; or (e) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

16. Disclaimers; No Warranties

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. COETIC DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. COETIC DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH OR PROCESSED BY THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND COETIC DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR COETIC ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE COETIC ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS, USE, OR DISCLOSURE OF DATA, INCLUDING USER CONTENT. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Coetic does not disclaim any warranty or other right that Coetic is prohibited from disclaiming under applicable law.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COETIC ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON OR AVAILABLE THROUGH THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY COETIC ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. EXCEPT AS PROVIDED IN THE “DISPUTE RESOLUTION AND ARBITRATION: NOTICE OF ARBITRATION” SECTION BELOW AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COETIC ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO COETIC FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) TWENTY-FIVE UNITED STATES DOLLARS ($25.00). EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS “LIMITATION OF LIABILITY” SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT OBLIGATIONS” SECTION ABOVE.

18. Dispute Resolution and Arbitration

  1. Generally. In the interest of resolving disputes between you and Coetic in the most expedient and cost-effective manner, subject to all applicable laws and except as described in the “Dispute Resolution and Arbitration: Exceptions,” you and Coetic agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND COETIC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. If you reside in a country (for example, a member state of the European Union) with laws that give consumers the right to bring disputes in their local courts, this “Dispute Resolution and Arbitration” Section does not affect those requirements.

  2. Exceptions. Despite the provisions of the “Dispute Resolution and Arbitration: Generally” Section, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

  3. Arbitrator. Any arbitration between you and Coetic will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Coetic. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

  4. Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Coetic’s address for Notice is: STRAmetrics LLC, d/b/a Coetic, 700 Abbot Road, East Lansing, MI 48823. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Coetic may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Coetic must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

  5. Fees. If you commence arbitration in accordance with these Terms, the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Ingham County, Michigan, but if the claim is for \$10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; or (b) through a non-appearance-based telephone hearing. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Coetic for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

  6. No Class Actions. YOU AND COETIC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Coetic agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

  7. Modifications to this Arbitration Provision. If Coetic makes any future change to this arbitration provision, other than a change to Coetic’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Coetic’s address for Notice of Arbitration, in which case your account with Coetic will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

  8. Enforceability. If the “Dispute Resolution and Arbitration: Modifications to this Arbitration Provision” Section or the entirety of the “Dispute Resolution and Arbitration” Section is found to be unenforceable, then the entirety of this “Dispute Resolution and Arbitration” Section will be null and void and, in that case, exclusive jurisdiction and venue described in the “General Provisions: Governing Law” Section will govern any action arising out of or related to these Terms.

19. General Provisions

  1. General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Coetic regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

  2. Governing Law. These Terms are governed by the laws of the State of Michigan without regard to conflict of law principles. You and Coetic submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Ingham County, Michigan for resolution of any lawsuit or court proceeding permitted under these Terms. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform (more information can be found at ec.europa.eu/consumers/odr).

  3. Privacy Policy. Please read the Coetic Privacy Policy at https://Coetichr.com (the “Privacy Policy”) carefully for information relating to our collection, use, storage, disclosure of your information. Coetic’s Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

  4. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

  5. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

  6. Contact Information. The Service is offered by STRAmetrics, LLC d/b/a Coetic, located at 700 Abbot Road, East Lansing, MI 48823. You may contact us by sending correspondence to that address or by emailing us at [email protected].

  7. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

  8. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

  9. International Use. The Service is operated from the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

  10. Publicity. Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so Customer may send us an email to [email protected] stating that it does not wish to be used as a reference.

  11. Force Majeure. Neither Coetic nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, floods, power surge or failure, acts of God, war, pandemic, war, terrorism, and governmental action.

  12. Relationship of the Parties; No Third-Party Beneficiaries. The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to the Contract.

  13. Waiver. Our failure or delay in exercising any right under the Contract will not constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

  14. Severability. The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in full force and effect.

  15. Assignment. Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety, without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying Coetic of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

  16. Entire Agreement. The Terms of Service Agreement, including these Terms and all referenced pages constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter, except those incorporated herein by reference. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Terms and any other documents or pages referenced in these Terms, the following order of precedence will apply: (1) the Terms and (2) any other documents or pages referenced in the Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, onboarding process, or any other Customer order documentation will be incorporated into or form any part of the Terms of Service Agreement, and all such terms or conditions will be null and void.

  17. Plurality. Unless the context of this Terms of Service Agreement clearly requires a different interpretation or construction, all references to the singular shall also include the plural and vice versa.

20. Survival

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability, dispute resolution, and general provisions.