Terms of service
• Certain features of the Service may be subject to additional guidelines, terms, or rules, which will be posted on the Service in connection with such features (“Supplemental Terms”), and all such Supplemental Terms are incorporated by reference into these terms (these Terms together with the Supplemental Terms, the “Agreement”). Supplemental Terms shall control over these terms solely with respect to such features, in the event of a conflict with these Terms;
• If you purchase access to certain features and functionality of the Service on a time-limited basis (a “Subscription”), such Subscription is subject to automatic renewals and recurring payments in accordance with Section 3.3.
1. OVERVIEW. The Service enables users to generate and edit data models using the automated functions of the Service from forms, workbooks, or spreadsheets uploaded or submitted to the Service by the user (each a “Model” and any Models that you generate, “Your Models”) and to Run (as defined below) Models via application programming interfaces for sending data to or receiving data from the Service that are provided by Coherent (each an “API”) or third party services with which the Service integrates (each a “Third Party Service”).
2 LICENSE GRANTS AND RESTRICTIONS
2.1. Access and Use of the Service. Subject to your ongoing compliance with the terms of the Agreement, including payment of all applicable fees, Coherent grants you a non-exclusive, non-transferable, non-sublicensable (except as set forth herein) right to: (i) access and use the Service as made available to you; (ii) use, reproduce, and permit other to use and reproduce the APIs solely for the purposes submitting data (including, data provided by End Users), running, and receiving information from the running of Models (such activities referred to collectively as “Running”, or to “Run” a Model); (iii) share APIs with third parties in connection with such third party’s Running of Models and to; and (iv) make only those copies of the user instructions, manuals, on-line help files, or other materials that are provided by Coherent in connection with the (“Documentation”) made available to you for download as are reasonably necessary in connection with your use of the Service.
2.2 Restrictions. You will not, directly or indirectly, shall not permit any third party, including Your API Users or End Users to: (i) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, algorithms, or associated know-how of the Service, APIs, Models, or Documentation (“Coherent Technology”); (ii) write or develop any program that is based upon the Coherent Technology or any portion of any of the foregoing, or otherwise use the Coherent Technology in any manner for the purpose of developing, distributing or making available products or services that compete with the Coherent Technology; (iii) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in the Coherent Technology or any rights to any of the foregoing; (iv) alter or remove any trademarks or proprietary notices contained in or on the Coherent Technology; (v) circumvent or otherwise interfere with any authentication or security measures of the Coherent Technology or otherwise interfere with or disrupt the integrity or performance of the foregoing; (vi) swarm the Service with API calls or make an unreasonably large number of API calls in a given period of time; (vii) upload or submit any invalid data, viruses, worms, timebombs or other software agents to the Service or otherwise harm the Service; (viii) permit any person to access or use the Coherent Technology except as expressly set forth herein; (ix) use the Coherent Technology for any illegal or unethical purposes; (x) upload or submit any data, information, or content to the Service that infringes, misappropriates, or violates any third party’s rights or violates any applicable laws; or (xi) otherwise use any portion of the Coherent Technology for any purpose that is not expressly permitted hereunder. You represent and warrant that you or, as applicable, End Users have all rights, authorizations, and consents to provide any data or information provided to the Service in connection with Running Your Models to Coherent and you have all rights, authorizations, and consents to grant Coherent the rights and permissions to use and process such data as contemplated by this Agreement. You represent and warrant that you, Your API Users, and all End Users will, at all times during the Term, comply with all applicable laws in connection with your and their use of the Coherent Technology. You acknowledge that Coherent may, but is under no obligation to monitor your or Your API Users’ use of the Service. Coherent may suspend your, or Your API Users’ access to the Service at any time for any reason, including if Coherent has reason to believe they are in noncompliance with this Agreement.
2.3 APIs and Your Models. You acknowledge and agree that: (i) the confidentiality of any APIs for Running Your Models that are provided or made available to you by Coherent is solely your responsibility; (ii) anyone that has an API can integrate such API into a web or mobile application and Run the applicable Model; (iii) you are responsible and liable for any action taken by Your API Users in connection with the Running of Your Models or use of any API by Your API Users to the fullest extent as if such action had been taken by you; and (iv) Coherent is not responsible for restricting access to Your Model via the applicable API and will have no for any Running of Your Model by Your API Users. Because Coherent is not a party to the understandings, relationship, agreements, or contracts between you and Your API Users, in the event that there has been any undesired or unintended use of Your Models using APIs provided to you by Coherent or you have a dispute with one or more of Your API Users pertaining to the Running of Your Models, you hereby release Coherent, its parents, subsidiaries, affiliates, officers, employees, investors, agents, partners and licensors, but excluding any Your API Users and any other users of the Service (each, a “Coherent Party” and collectively, the “Coherent Parties”) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
2.4 Third Party Services. Coherent may permit you to connect Your Models to Third Party Services. You acknowledge and agree that: (i) any access or use of the Service or APIs and Running of Models via a Third Party Service is your responsibility; (ii) notwithstanding anything to the contrary herein, Coherent is not responsible for any failure or inability to access and use the Service, APIs, or Models resulting from any Third Party Service or any attempted integration or configuration of a Third Party Service with the Service.
2.5 ACCOUNTS. To access and use the Service, you may be required create an account for accessing the Service (an “Account”). In registering an Account on the Service, you agree to (i) provide true, accurate, current and complete information about yourself as prompted in connection with registration; and (ii) maintain and promptly update such information to keep it true, accurate, current and complete. You are responsible for all activities that occur under your Account, whether or not expressly authorized by you. You may not share your Account or password with anyone, and you agree to notify us immediately of any unauthorized use of your Account. If you provide any information that is untrue, inaccurate, not current or incomplete, or Coherent has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Coherent has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself except as expressly authorized by such individual or entity and by Coherent.
3 FEES; PAYMENT.
3.1 Fees and Payment. You will pay Coherent all fees and charges to your Account. Coherent may add new products and services for additional fees and charges, or amend fees and charges for existing products and services, at any time in its sole discretion. Coherent reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Services or by e-mail delivery to you. All fees are non-cancellable, non-refundable, and non-recoupable. Interest accrues from the due date at the lesser of 5% per year or the highest rate allowed by law. You are responsible for all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of the Agreement or the transactions contemplated by the Agreement (other than taxes based on Coherent’s net income).
3.2 Payment Information. You may be required to provide Coherent or its third party payment service provider with information pertaining to a valid credit card (Visa, MasterCard, or any other issuer accepted by us), or other permitted payment method (“Payment Information”). You agree that Coherent and its third party payment service provider, as applicable, is authorized to immediately charge the Payment Information for all fees due and payable by you and that no additional notice or consent is required. You agree to immediately notify Coherent of any change in your billing address or Payment Information. Without limiting anything set forth therein, you acknowledge and agree that all Payment Information is sent directly to and stored with the third party payment processor using its security protocols. Coherent does not store your payment information on its systems and shall not have any responsibility for the safety or security of that information.
3.3 Subscriptions. The fee for a Subscription will be billed at the start of the Subscription and at regular intervals in accordance with your elections at the time of purchase. Coherent reserves the right to change the timing of our billing. A Subscription will continue for the period identified at the time of purchase (the “Initial Term”) and will then be automatically renewed indefinitely for additional periods of the same duration as the Initial Term (each a “Renewal Term”) at Coherent’s then-current fees for such Subscription. You agree that your Subscription will be subject to this automatic renewal feature unless you cancel your Subscription at least thirty (30) days prior to the commencement of the next Renewal Term. For purposes of this Agreement, each of the Renewal Terms and the Initial Term of a Subscription, are referred to individually as a “Subscription Period”. Upon renewal of a Subscription, if Coherent does not receive payment via the Payment Information, you agree: (i) to pay all amounts due on your Account upon demand; and/or (ii) that Coherent may terminate or suspend the Subscription and continue to attempt to charge the Payment Information until payment is received.
i) Cancellations. You may cancel a Subscription prior to the start of a Renewal Term by logging into your Account and going to the “Account Settings” page. If you cancel a Subscription, such cancellation shall be effective as of, and you may use such Subscription until the end of, the then-current Subscription Period, but the Subscription will not be renewed thereafter. However, in no event will you be eligible for a prorated refund of any portion of the fees paid for the then current Subscription Period.
ii) Upgrades and Downgrades. If you choose to upgrade your Subscription in the middle of a Subscription Period, such upgrade will take effect immediately and any incremental fees associated with such upgrade will be charged in accordance with this Agreement. In any future Renewal Term, the fees will reflect any such upgrades. If you choose to downgrade a Subscription, the downgrade will take effect as of the first day of the next Renewal Term. Downgrading a Subscription may cause loss of content, features, or capacity of the Service as available, and Coherent does not accept any liability for such loss.
3.4 Free Trials. Coherent may offer you access, on a time limited basis, to certain pre-release, or beta, features or functionality of the Service or certain features or functionality of the Service as a free trial (a “Free Trial”) without charge. The period of each Free Trial will commence upon your agreement to the Free Trial and continue for the period communicated to you via the Service. Coherent may terminate or cease offering any Free Trial at any time and for any or no reason. Upon expiration or termination of the Free Trial, your access to and use of the applicable features and functionality of the Free Trial will terminate and any data or information stored as part of or in connection with the Free Trial may be erased or inaccessible to you unless you purchase a Subscription to the applicable features and functionality, if offered by Coherent; provided that you acknowledge ad agree that Coherent has no obligation to make the features or functionality of any Free Trial available to you outside of the Free Trial.
3.5 Taxes. The payments required under this Agreement do not include any sales, use or value added tax and any other equivalent tax (“Sales Tax”) that may be due in connection with the Service provided under this Agreement. If Coherent determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Coherent shall collect such Sales Tax in addition to the payments required under this Agreement. If payments for any Services under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Coherent, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Coherent for any liability or expense Coherent may incur in connection with such Sales Taxes. You agree to make all payments of fees to Coherent free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Coherent will be your sole responsibility, and you will provide Coherent with official receipts issued by the appropriate taxing authority, or such other evidence as Coherent may reasonably request, to establish that such taxes have been paid. If you are legally obligated to withhold any taxes from payments made to Coherent, you will be entitled to do so provided that you pay the relevant taxes on behalf of Coherent to relevant tax authorities, and you furnish to Coherent copies of receipts or other government certifications evidencing all taxes withheld from such payment promptly after such receipts are available. You and Coherent will cooperate and endeavor to comply with all applicable documentation requirements so as to minimize the amount of withholding taxes imposed.
4 CHANGES This Agreement is subject to occasional revision. If Coherent makes any substantial changes, Coherent may require you to accept the changes in order to continue using the Service or notify you by sending you an e-mail and/or by prominently posting notice of the changes on the Service. Any changes to this Agreement will be effective upon the earliest of when you provide acceptance of the changes, thirty (30) calendar days following Coherent’s dispatch of an e-mail notice to you (if applicable), and thirty (30) calendar days following Coherent’s posting of notice of the changes on the Service. Continued use of the Service following notice of such changes shall indicate your acknowledgement and acceptance of such changes and agreement to be bound by the terms and conditions of such changes.
5 PROPRIETARY RIGHTS.
5.1 Coherent Technology. You acknowledge that Coherent owns and retains all rights, title, and interest, including all intellectual property rights, in and to the Coherent Technology (other than Your Content), including all technology, software, algorithms, user interfaces, trade secrets, techniques, designs, inventions, works of authorship, and other tangible and intangible material and information pertaining thereto or included therein, and nothing in the Agreement shall preclude or restrict Coherent from using or exploiting any concepts, ideas, techniques or know-how of or related to the Coherent Technology or otherwise arising in connection with Coherent’s performance under the Agreement. Other than as expressly set forth in the Agreement, no licenses or other rights in or to the Coherent Technology are granted to you and all such rights are hereby expressly reserved.
5.2 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Coherent (“Feedback”) is at your own risk and that Coherent has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Coherent a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or Coherent’s business or for any other purpose.
6 YOUR CONTENT AND SUBMITTED DATA.
6.1 Your Content. As between you and Coherent, you retain ownership of the rights in or to the forms, workbooks, or spreadsheets uploaded or submitted to the Service for purposes of generating Your Models (“Your Content”), including any contents or formulas therein. You hereby grant Coherent a perpetual, irrevocable, non-exclusive license reproduce, make, derivative works generate Models from, and otherwise use Your Content as necessary to make available the Service, perform its obligations hereunder, and improve the Service, including, without limitation, performing any required, usual, appropriate, or acceptable activities relating to the Service. You represent and warrant that you have all necessary rights and authorizations to grant the foregoing license and to permit Coherent to use Your Content in accordance with this Agreement.
6.2 Submitted Data. You agree that Coherent may use any Submitted Data as necessary to make available the Service, perform its obligations hereunder, and improve the Service, including, without limitation, performing any required, usual, appropriate, or acceptable activities relating to the Service, such as: (i) providing or supporting the use of the Service and carrying out the business of which the Service is a part; (ii) carrying out any benefits, rights, and obligations relating to the Service; (iii) maintaining records relating to the Service; and (iv) complying with any legal or self-regulatory obligations relating to the Service. You represent and warrant that you have all necessary rights and authorizations to grant the foregoing license and to permit Coherent to use Submitted Data in accordance with this Agreement.
6.3 No Personally Identifiable Information. You acknowledge and agree that the Service is not intended for the processing of Coherent does not wish to receive, Coherent requests that you and Your API Users do not provide, and you agree that you will not provide and will restrict Your API Users from providing information that, when used alone or with other relevant data, can identify an individual (“Personally Identifiable Information”), including any End User, as part of Your Content (as defined below) or any Submitted Data. You represent and warrant that Your Content and Submitted Data will not include or contain any Personally Identifiable Information.
6.4 No Obligation to Pre-Screen. You acknowledge that Coherent has no obligation to pre-screen Your Content or Submitted Data, although Coherent reserves the right in its sole discretion to pre-screen, refuse or remove any of Your Content and Submitted Data. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. In the event that Coherent pre-screens, refuses or removes any of Your Content or Submitted Data, you acknowledge that Coherent will do so on its benefit, not yours. Without limiting the foregoing, Coherent shall have the right to remove any of Your Content, Your Models, and any Submitted Data and/or terminate this Agreement or your or Your API Users’ ability to access the Services in the event that Your Content or Submitted Data violates the Agreement or is otherwise objectionable, including if any of Your Content or Submitted Data that contains Personally Identifiable Information.
7 TERM AND TERMINATION
7.1 Term. The Agreement commences on the earlier of: (i) the date you first used the Services and (ii) the date you accepted the Agreement and will remain in full force and effect while you use the Service, unless earlier terminated in accordance with the Agreement.
7.2 Termination by Coherent. Coherent may terminate this Agreement or your ability to access or use any or all Service at any time for any reason or no reason, including if timely payment cannot be charged to your Payment Information for any reason, if you have materially breached any provision of the Agreement, or if Coherent is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful).
7.3 Termination by You. You may terminate this Agreement by: (i) notifying Coherent at any time; (ii) cancelling your Subscription(s) as described in Section 3.3; and (iii) closing your Account for the Service. Any such termination shall be effective as of and, in the event of such termination, this Agreement will remain in effect until the end of the then current term of any and all of the Subscriptions as set forth in Section 3.3..
7.4 Effect of Termination. In the event of the expiration or termination of the Agreement for any reason: (i) your access to the Service, and the licenses granted to you hereunder will automatically terminate; (ii) all outstanding payment obligations upon the effective date of termination will become due and payable immediately; and (iii) you immediately cease all use of the APIs, destroy all copies of APIs in your possession. The following provisions will survive the expiration or termination of the Agreement for any reason: Sections 2.2, 2.3, 3, 5, 6, 7.4, and 8 through 12. Notwithstanding the termination of this Agreement, your Account or a Subscription, Coherent may no longer allow you or any third parties to access or Run Your Models.
10.1 Exclusion of Certain Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO CUSTOMER, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
10.2 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COHERENT AND CUSTOMER.
11.1 Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with this Agreement or the Service that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Coherent, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under this Agreement.
11.2 Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Coherent should be sent to: [email protected] After the Notice is received, you and Coherent may attempt to resolve the claim or dispute informally. If you and Coherent do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
11.3 Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this Section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with this Agreement. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the United States, the arbitrator shall give the parties reasonable notice of the date, time, and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Coherent made to you prior to the initiation of arbitration, Coherent will pay you the greater of the award or Two Thousand Five Hundred U.S. Dollars (US $2,500.00). Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
11.4 Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
11.5 Time Limits. If you or Coherent pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
11.6 Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Coherent, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and this Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Coherent.
11.7 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Coherent in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND COHERENT WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
11.8 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE YOU CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER PARTY.
11.9 Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
11.10 Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of this Agreement shall continue in full force and effect.
11.11 Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
11.12 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Coherent.
11.13 Small Claims Court. Notwithstanding the foregoing, either you or Coherent may bring an individual action in small claims court.
11.14 Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
11.15 Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secrets shall not be subject to this Arbitration Agreement.
11.16 Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within New York, New York for such purpose.
11.17 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: [email protected], within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your name on the Service (if any), the email address you used to set up its Account, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with Coherent.
12 GENERAL PROVISIONS
12.1 Entire Agreement. This Agreement constitutes the entire agreement between you and Coherent regarding the use of the Service. Coherent’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Coherent is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Coherent’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Coherent may freely assign this Agreement. The terms and conditions set forth in this Agreement shall be binding upon assignees.
12.2 Force Majeure. Coherent will not be liable for any failure or delay in its performance under the Agreement due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, pandemic, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure or degradation of the Internet. The delayed party shall give the other party notice of such cause and shall use its commercially reasonable efforts to correct such failure or delay in performance.
12.3 Governing Law. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement, or its subject matter or formation, will be governed by and construed in accordance with the laws of New York. The parties agree to submit to the exclusive jurisdiction and venue of the state and federal courts located New York, New York for any litigation under this Agreement permitted to be initiated in court.
12.4 Export. The Service may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to use, export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Coherent, or any products utilizing such data, in violation of the United States export laws or regulations. You may not use, export, import, or transfer the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained or used the Service, and any other applicable laws. In particular, but without limitation, the Service may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Service, you represent and warrant that (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Service for any purpose prohibited by U.S. law, including the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons. You acknowledge and agree that products, services, or technology provided by Coherent are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Coherent products, services, or technology, either directly or indirectly, to any country in violation of such laws and regulations.
12.5 Disclosures. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd, Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
12.6. Electronic Communications. The communications between you and Coherent use electronic means, whether you use the Service or send Coherent emails, or whether Coherent posts notices on the Service or communicates with via email. For contractual purposes, you: (i) consent to receive communications from Coherent in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Coherent provides to you electronically satisfy any legal requirement that such communications would satisfy if it were provided in a hardcopy writing. The foregoing does not affect your non-waivable rights.
12.5 Disclosures. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd, Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
12.6. Electronic Communications. The communications between you and Coherent use electronic means, whether you use the Service or send Coherent emails, or whether Coherent posts notices on the Service or communicates with via email. For contractual purposes, you: (i) consent to receive communications from Coherent in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Coherent provides to you electronically satisfy any legal requirement that such communications would satisfy if it were provided in a hardcopy writing. The foregoing does not affect your non-waivable rights.
12.7 Notice. Where Coherent requires that you provide an e-mail address, you are responsible for providing Coherent with your most current e-mail address. In the event that the last e-mail address you provided to Coherent is not valid, Coherent’s dispatch of the e-mail containing such notice will constitute effective notice. you may give notice to Coherent by email via the contact information below. Such notice shall be deemed given when received by Coherent by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address or, in the case of notice by email, when such email has been transmitted to Coherent.
12.8 Contact Information:
Address: 1646 West Snow Avenue, Suite 6
Tampa, Florida 33606, United States of America
Email: [email protected]
Last Updated: June 2022