Last Updated: September 30, 2019
Thank you for visiting the Coord website, coord.co (“Site”). The Site, and our products and services (collectively with the Site, the “Services”), are provided by Flow, Inc. dba Coord (“Coord,” “us”, “our”, and “we”), located at 335 Madison Avenue, 4th Floor, New York, New York 10017, United States.
Anything used, downloaded, made available or otherwise accessed through the Site or made available to you (directly or indirectly) by Coord is considered part of our Services. We may revise this Agreement from time to time. The changes will not be retroactive, and the most current version of the Agreement, which will always be located on the Site, will govern our relationship with you. We will try to notify you of material revisions; for example, via a service notification posted to the Site or an email to the email associated with your account. Your continued use of the Services constitutes your acceptance of any such revisions. You should periodically visit this page to review the current Agreement.
THIS AGREEMENT REQUIRES THE USE OF ARBITRATION (SECTION 7 (Dispute Resolution)) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AND RECOVERY AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
You must follow any policies made available to you within the Services.
Please do not misuse our Services. For example, don’t interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing you with access to our Services and/or terminate your account if you do not comply with our terms or policies or if we are investigating suspected misconduct.
2. Access to the Services
a. License; Coord Account. Subject to these Terms, Coord grants you a non-transferable, non-exclusive, revocable, limited license to (a) use and access the Services solely for your own personal use; and (b) access, download and use the content and information made available by Coord on the Services in accordance with this Agreement. Additional grants of license applicable to you may be set forth in the Toolkit Terms. For purposes of clarity, your commercial or non-commercial access and use any of Coord’s data, information or application programming interfaces (APIs), and surveyor tools and software, or development, testing, display, or distribution in any of your applications is expressly subject to this Agreement. Once you establish an account with Coord you are responsible for the account and any activity or data associated with it. Coord owns the account you use to access the Services along with any rights of access or rights to data stored by or on behalf of Coord on Coord servers. ACCOUNT INFORMATION, HISTORY AND CONTENT MAY BE DELETED AT ANY TIME AND FOR ANY REASON AT COORD’S DISCRETION, WITH OR WITHOUT NOTICE, AND WITHOUT LIABILITY OF ANY KIND FOR COORD. WE DO NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIM, ANY VALUE, MONETARY OR OTHERWISE, ATTRIBUTED TO THE DATA RESIDING ON COORD’S SERVERS. YOU SHOULD MAINTAIN A SECURE COPY OF YOUR DATA.
b. Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (i) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise exploit the Services, whether in whole or in part, or any content displayed on the Services in any way inconsistent with this Agreement; (ii) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services in any way inconsistent with this Agreement; (iii) you shall not access the Services or any content thereon in order to build a similar or competitive website, product, or service; (iv) except as expressly stated in this Agreement, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (v) you shall not interfere with, modify, disrupt or disable features or functionality of the Services, including without limitation any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection, security, or monitoring mechanisms of the Services; (vi) you shall not permit other individuals or entities to create links to the Services or "frame" or "mirror" the Services on any other server, or wireless or Internet-based device, or otherwise make available to a third party, any token, key, password or other login credentials to the Services; (vii) you shall not use the Services for any illegal, unauthorized or other improper purposes; (viii) you may not transmit any viruses, worms, malicious code or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data; (ix) you may not use any robot, spider, retrieval application, or other automated functionality to retrieve or index any portion of the Services for any unauthorized purpose; and (x) you shall not transmit to the Services or by using the Services any Personally Identifiable Information. “Personally Identifiable Information” is information that can be used to identify an individual person, including a person’s face. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to this Agreement. All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof. We may suspend or stop providing you with access to the Services and/or terminate this Agreement if you do not comply with our terms or policies or if we are investigating suspected misconduct.
c. Confidential Information. As a result of your use of Coord’s software, data, application programming interfaces, platform, application, the Services, or other Coord products or services, you may receive confidential or proprietary information (collectively, “Confidential Information”) belonging to Coord. Confidential Information may include, but is not limited to, software programs, the concepts contained in such programs, documentation, data, test results, business or technical plans, and other proprietary information. The following information shall not constitute Confidential Information: any information that: (i) was previously known to you free of any obligation to keep it confidential; (ii) is or has become publicly known, through no wrongful act by you; (iii) was rightfully received by you from a third party who is under no obligation of confidence to Coord ; or (iv) was independently developed by you without use of Confidential Information that has been disclosed by Coord pursuant to this Agreement. Except to the extent authorized in this Agreement or by Coord in writing, you agree: (a) not to make any other use of the Confidential Information except as expressly permitted in this Agreement for the purposes contemplated by this Agreement; (b) not to duplicate the Confidential Information; (c) not to make the Confidential Information available to any third party in any form; and (d) to safeguard the Confidential Information to the same extent that you protect your own confidential or proprietary information of similar importance.
d. Modification. Coord reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Coord will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
e. No Support or Maintenance. You acknowledge and agree that Coord will have no obligation to provide you with any support or maintenance in connection with the Services, except as otherwise expressly stated in the Toolkit Terms, if applicable.
f. Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned by Coord or Coord’s suppliers or licensors, except as otherwise expressly stated in the Toolkit Terms, if applicable. Neither this Agreement, nor your access to the Services, transfers to you or any third party any right, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 1 (License; Coord Account ), and Sections 3 and 4 of the Toolkit Terms (if applicable to you). Coord and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
g. Feedback. If you provide Coord with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Coord all rights in such Feedback and agree that Coord shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Coord will treat any Feedback you provide to Coord as non-confidential and non-proprietary. You agree that you will not submit to Coord any information or ideas that you consider to be confidential or proprietary.
h. Indemnification. You agree to indemnify, defend and hold Coord (and its affiliates and the officers, directors, employees, agents, successors and assigns of Coord and its affiliates) harmless against all loss, injury, damage, expense and cost, including for costs and reasonable attorneys’ fees, arising from any claim, action, proceeding or demand made by any third party (which includes any government entity) due to or arising out of (a) your use of the Services; (b) your violation of this Agreement; (c) your violation of any third-party right, including privacy or intellectual property rights; (d) your violation of applicable laws or regulations; (e) any content or information you submit to Coord (including through the Services); or (f) any other party’s access or use of the Services with any unique identification or password provided by Coord to you. Coord reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify and Coord party, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Coord. Coord will use reasonable efforts to notify you of any such claim, action, proceeding or demand upon becoming aware of it.
i. Release. You hereby release and forever discharge Coord (and its affiliates and the officers, directors, employees, agents, successors, and assigns of Coord and its affiliates) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other Services users or any third-party service). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY EXPRESSLY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
3. Disclaimers; No Warranties. THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES AND ACCESSING DATA THROUGH THE SERVICES ARE AT YOUR OWN RISK. COORD (AND OUR AFFILIATES AND SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR AFFILIATES AND SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. NOR DOES COORD MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED THROUGH THE SERVICES SHALL CREATE ANY WARRANTY. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE OF THE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU; SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, THE WARRANTIES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You are fully responsible for your interactions with other users of the Services, and COORD has no liability for your interactions with other users or any other user’s actions or inactions with respect to you.
4. Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COORD (ITS AFFILIATES OR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE LOSSES OR DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, ACCESS TO, OR INABILITY TO USE OR ACCESS, THE SERVICES, ERRORS OR OMISSIONS IN CONTENT, OR UNAUTHORIZED ACCESS OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION YOU PROVIDE, EVEN IF COORD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS, INCLUDING, WITHOUT LIMITATION, DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, COORD AND ITS AFFILIATES’ LIABILITY TO YOU FOR ANY DAMAGES OR LOSSES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, COORD’S AND ITS AFFILIATES’ LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
5. Term and Termination. Subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use or access the Services at any time for any reason at our sole discretion, including for any use or access of the Services in violation of this Agreement. Coord will not have any liability whatsoever to you for any termination of your rights under this Agreement. Even after your rights under these Terms are terminated, the following provisions of this Agreement will remain in effect: Sections 2-8 herein, and Section 1, 10, 11, and 12 of the Toolkit Terms (if applicable to you).
6. Effect of Termination. Upon termination of this Agreement:
a. All rights and licenses granted to you will terminate immediately;
b. Your use and access to the Services will terminate immediately;
c. You will promptly destroy any Confidential Information, documentation, and any other Coord information in your possession or control that was received under or as a result of this Agreement; and
d. Unless we agree otherwise in writing or as stated in this Agreement, you must permanently delete all data and other information that you stored pursuant to your use of the Coord Services. Coord may request that you certify in writing your compliance with this section.
7. Dispute Resolution. PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
a. Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Coord or any of its affiliates and our respective employees, suppliers, agents, successors, or assigns, regarding or relating to the Services or this Agreement shall exclusively be settled through binding and confidential arbitration, except as expressly set forth in this section (Dispute Resolution).
b. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”) or JAMS. As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s or JAMS’s rules for commercial arbitration and, if the arbitrator deems them applicable, the procedures for consumer-related disputes.
c. You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights 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. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
d. You and we must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (4) we also reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by the applicable law.
e. Notwithstanding the foregoing, either you or we may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, confidential information or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in New York, New York. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in New York, New York in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within New York, New York for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
f. With the exception of subclauses (1) and (2) of paragraph d. in this section (Dispute Resolution) (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Agreement, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subclauses (1) and (2) in paragraph d. (prohibiting arbitration on a class or collective basis) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor we shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in New York, New York.
g. Notwithstanding any provision in this Agreement to the contrary, if we seek to terminate the Dispute Resolution section as included in this Agreement, any such termination shall not be effective until 30 days after the version of this Agreement not containing the agreement to arbitrate is posted to the Services, and shall not be effective as to any claim of which you provided Coord with written notice prior to the date of termination of this section.
h. For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org. For more information on JAMS, i’s Rules and Procedures, and how to file an arbitration claim, you may call JAMS at 800-352-5267 or visit the JAMS website at http://www.jamsadr.com.
a. Changes. This Agreement is subject to revision, including as we update our Services, and we may, without notice, change, cancel, restrict or permanently or temporarily stop offering or allowing your use or access to the Services. We retain the right to make changes without notice and liability for any reason. Continued use of our Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
c. Governing Law; Services Are Based in U.S. Any and all controversies, disputes, demands, counts, claims, or causes of action between you and Coord, its affiliates and our respective employees, suppliers, agents, successors, or assigns, regarding or relating to this Agreement or the Services shall exclusively be governed by the internal laws of the State of New York, without regard to its choice of law rules and without regard to conflicts of laws principles (except that the arbitration provision shall be governed by the Federal Arbitration Act). The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. The Services are controlled and operated from the United States and the information we collect through the Services is governed by the applicable laws of the United States. By accessing or using the Services or otherwise providing information to us, you consent to the processing, transfer and storage of information in and to the United States (where you may not have the same rights and protections as you do under your local law) and your use of the Services must be in compliance with the applicable laws, rules and regulations of the United States.
d. Export. The Services 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 export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Coord, or any products utilizing such data, in violation of the United States export laws or regulations.
e. Government Use. The Services are “commercial items,”, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are defined and used in 48 C.F.R. 2.101 and 12.212. As such, all U.S. federal, state, and local government entities or agencies agree that they may only use the Services only in accordance with this Agreement. If any such. government entity requires any other rights not otherwise conveyed under this Agreement, such rights may be granted or modified from this Agreement pursuant to a separate license agreement. The contractor/manufacturer is Flow, Inc. dba Coord, 335 Madison Avenue, 4th Floor, New York, New York, 10017.
f. Electronic Communications. The communications between you and Coord use electronic means, whether you use the Services or send us emails, or whether Coord posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Coord in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Coord provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hard copy writing. The foregoing does not affect your non-waivable rights.
g. Waiver; Miscellaneous. This Agreement constitutes the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. 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. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Coord’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer by you in violation of the foregoing will be null and void. Coord may freely assign this Agreement. The terms and conditions set forth in this Agreement shall be binding upon permitted assignees.
h. Copyright/Trademark Information. Copyright © 2019, Flow, Inc. dba Coord All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
i. Open-Source. This Website contains information from OpenStreetMap, which is made available here under the Open Database License (OBDL). If you would like a copy of our OpenStreetMap-derived data, please email us at email@example.com.
9. How to Contact Us.
If you have any questions or comments about this Agreement, please contact us via email at firstname.lastname@example.org.