AI Policy

Capitalized words used but not defined in this Agreement have the following meanings:

“Account” means a single user electronic account permitting Customer or Authorized Users to access and use the Services.

“Authorized Users” means users authorized by Customer to access and use the Services.

“Coalesce Parties” means Coalesce and its affiliates, independent contractors and service providers, and each of their respective members, directors, officers, employees and agents.

“Coalesce Platform” means the software as a service provided by Coalesce under this Agreement including the application which allows Customer to transform data and transfer data from a source repository to a target repository, together with any improvements, updates, bug fixes or upgrades thereto.

“Confidential Information” means any information that is proprietary or confidential to Coalesce or that Coalesce is obligated to keep confidential (e.g., pursuant to a contractual or other obligation owing to a third party). Confidential Information may be of a technical, business or other nature (including, but not limited to, information which relates to Coalesce’s technology, including the Services, research, development, products, services, pricing of products and services, employees, contractors, marketing plans, finances, contracts, legal affairs, or business affairs).

“Contact” means any actual or prospective clients of Customer who interact with any Services deployed by Customer or Coalesce on Customer’s behalf.

“Customer Data” means any data or information (a) provided by Customer or any Authorized User to Coalesce collected through the Services, or otherwise or (b) collected through the interaction of Contacts with any Services. For example, Customer Data includes log-in information for Authorized Users.

“Feedback” means information and feedback (including questions, comments, suggestions, or the like) regarding the performance, features, functionality, and overall Customer experience using the Services.

“Intellectual Property Rights” means any patent, copyright, trademark, service mark, trade name, trade secret, know-how, moral right or other intellectual property right under the laws of any jurisdiction, whether registered, unregistered, statutory, common law or otherwise (including any rights to sue, recover damages or obtain relief for any past infringement, and any rights under any application, assignment, license, legal opinion or search).

“IP Dispute” means any dispute, cause of action, claim, or controversy relating to Customer’s or Coalesce’s Intellectual Property Rights.

“Services” means (a) Coalesce, and any successor or related web site designated by Coalesce, (b) the Coalesce Platform, (c) the software program designed by Coalesce that replies to Contacts’ queries autonomously, (d) any improvements or modifications in or to the foregoing, and (e) other materials or information developed, discovered, authored or reduced to practice in the performance of the Services.

“Trademarks” means any trademarks, service marks, service or trade names, logos, and other designations of a Party and its affiliates.

Capitalized words used but not defined in this Agreement have the following meanings:
“Account” means a single user electronic account permitting Customer or Authorized Users to access and use the Services.

“Authorized Users” means users authorized by Customer to access and use the Services.

“Coalesce Parties” means Coalesce and its affiliates, independent contractors and service providers, and each of their respective members, directors, officers, employees and agents.

“Coalesce Platform” means the software as a service provided by Coalesce under this Agreement including the application which allows Customer to transform data and transfer data from a source repository to a target repository, together with any improvements, updates, bug fixes or upgrades thereto.

“Confidential Information” means any information that is proprietary or confidential to Coalesce or that Coalesce is obligated to keep confidential (e.g., pursuant to a contractual or other obligation owing to a third party). Confidential Information may be of a technical, business or other nature (including, but not limited to, information which relates to Coalesce’s technology, including the Services, research, development, products, services, pricing of products and services, employees, contractors, marketing plans, finances, contracts, legal affairs, or business affairs).

“Contact” means any actual or prospective clients of Customer who interact with any Services deployed by Customer or Coalesce on Customer’s behalf.

“Customer Data” means any data or information (a) provided by Customer or any Authorized User to Coalesce collected through the Services, or otherwise or (b) collected through the interaction of Contacts with any Services. For example, Customer Data includes log-in information for Authorized Users.

“Feedback” means information and feedback (including questions, comments, suggestions, or the like) regarding the performance, features, functionality, and overall Customer experience using the Services.

“Intellectual Property Rights” means any patent, copyright, trademark, service mark, trade name, trade secret, know-how, moral right or other intellectual property right under the laws of any jurisdiction, whether registered, unregistered, statutory, common law or otherwise (including any rights to sue, recover damages or obtain relief for any past infringement, and any rights under any application, assignment, license, legal opinion or search).

“IP Dispute” means any dispute, cause of action, claim, or controversy relating to Customer’s or Coalesce’s Intellectual Property Rights.

“Services” means (a) Coalesce, and any successor or related web site designated by Coalesce, (b) the Coalesce Platform, (c) the software program designed by Coalesce that replies to Contacts’ queries autonomously, (d) any improvements or modifications in or to the foregoing, and (e) other materials or information developed, discovered, authored or reduced to practice in the performance of the Services.

“Trademarks” means any trademarks, service marks, service or trade names, logos, and other designations of a Party and its affiliates.

2.1. Rights to Use the Services. Coalesce hereby grants to Customer and its Authorized Users a limited, nonexclusive, nontransferable, non-sublicensable, revocable right during the Free Trial Term to (a) create an Account and (b) access, use, implement and operate, as applicable, the Services for evaluation purposes only. Customer is responsible for all Authorized Users’ compliance with this Agreement.

2.2. Restrictions; Limitations. Customer may not use the Services in any manner or for any purpose other than as expressly permitted by this Agreement. Without limitation of the foregoing, the rights granted under this Section 2 do not include or authorize: (a) modifying, disassembling, decompiling, reverse engineering or otherwise making any derivative use of the Services or using or accessing the Services to build a competitive product or service; (b) using any data mining, robots or similar data gathering or extraction methods except as provided by the Services; or (c) using or exploiting (whether commercially or non-commercially) the Services other than for their intended use. The rights granted under this Section 2 are conditioned on Customer’s and its Authorized Users’ continued compliance with this Agreement.

2.3. Changes to Coalesce Platform. Coalesce may change the features, functionality or other aspects of the Services from time to time and without notice to the Customer.

3.1. Eligibility. Customer represents and warrants that it and all Authorized Users are not: (a) residents of any country subject to a United States embargo or other similar United States export restrictions, including Iran, Cuba, North Korea, the Region of Crimea, Sudan or Syria; (b) on the United States Treasury Department’s list of Specifically Designated Nationals; (c) on the United States Department of Commerce’s Denied Persons List or Entity List; or (d) on any other United States export control list.

3.2. Registration. Customer and each Authorized User will need to register for an Account through the Services. Each Account may only be used by one person. Customer will ensure that Customer and each Authorized User that is invited to register for an Account: (a) provide accurate, current and complete information when creating an Account; (b) maintain and promptly update all Account information; (c) do not share passwords with others and restrict access to the Account and their computer or mobile device; (d) promptly notify Coalesce if Customer or any Authorized User discovers or otherwise suspects any security breaches related to such user’s Account; and (e) accept responsibility for all unauthorized access and activities that occur under such Authorized User’s Account. Each Account login password should be chosen carefully and not contain any personal or other information that may be easily guessed by anyone else.

3.3. Violations. Customer is liable for all activity that occurs under Authorized Users’ Accounts, Authorized User’s compliance with this Agreement, and any of use, misuse or unauthorized use (including by third parties) of Accounts, and Coalesce reserves the right to terminate the account of any Authorized User for any such unauthorized use. The acts or omissions of any Authorized User or third party under an Authorized User’s Account are considered the Authorized User’s acts or omissions, as applicable. Customer will immediately notify Coalesce of any such violations and take immediate action to remedy such violations.

4.1. Term. The term of this Agreement will commence on the Effective Date and will continue for a period of thirty days thereafter (the “Term”). Either Party may terminate this Agreement upon notice to the other Party at any point during the Term.

4.2. Effect of Termination. In the event of any termination of the Term:

(a) all of Customer’s and each Authorized User’s rights (including the license granted in Section 2.1) under this Agreement will immediately terminate and Customer and all Authorized Users will immediately cease any access or use of the Services;

(b) Sections 1, 2.2, 3.3, 4.2, 5, and 6 through 10 of this Agreement, together with any other provisions that by their nature are intended to survive, will continue to apply in accordance with their terms.

5.1. By Customer. Customer will defend, indemnify, and hold harmless the Coalesce Parties from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party, Contact or Authorized User claim concerning: (a) Customer’s or Authorized Users’ unauthorized use of the Coalesce Platform including use of the Services other than as permitted under this Agreement; (b) any Customer Data or other data or content related to Customer, Authorized Users or Contacts which Customer provides, uploads, or inputs into the Services (including any personal data or personally identifiable information); or (c) the combination of the Customer Data with other applications, content or processes. If Coalesce is obligated to respond to a third party subpoena or other compulsory legal order or process described above, Customer will also reimburse Coalesce for reasonable attorneys’ fees, as well as the time and materials spent by Coalesce’s employees and contractors responding to the third-party subpoena or other compulsory legal order or process at Coalesce’s then-current hourly rates.

5.2. Procedure. For any claims under this Section 6, the Customer will (a) give Coalesce prompt written notice of the claim; (b) provide such assistance in connection with the defense and settlement of the claim as Coalesce may reasonably request; (c) obtain Coalesce’s written consent prior to (1) selecting and retaining counsel to defend against any claim under this Section 6 and (2) agreeing to any settlement; and (d) comply with any settlement or court order made in connection with the claim.

6.1. The Services. As between Coalesce and Customer, Coalesce owns all right, title, and interest in and to the Services, together with all Intellectual Property Rights therein or thereto. Except as otherwise specified in Section 2.1 of this Agreement, Customer does not obtain any rights under this Agreement from Coalesce to the Services, including any related Intellectual Property Rights.

6.2. Feedback. Customer and Authorized Users may voluntarily provide Coalesce with Feedback and may make Authorized Users available to Coalesce on a reasonable basis for this purpose. Customer will not, and will ensure Authorized Users do not, provide any such Feedback to any third party without Coalesce’s prior written consent in each instance. Any Feedback Customer or Authorized Users provide to Coalesce will become the sole property of Coalesce. Coalesce will own, and Customer and Authorized Users hereby assign, all exclusive rights, including all Intellectual Property Rights in and to Feedback, excluding, however, any Customer Data included in such Feedback (if any), and Coalesce will be entitled to the unrestricted use and dissemination of Feedback for any purpose without acknowledgment or compensation to Customer or any Authorized Users.

6.3. Trademarks. Each Party owns all right, title and interest in and to such Party’s Trademarks and any goodwill arising out of the use of such Trademarks will remain with and belong to such Party and its licensors. Neither Party’s Trademarks may be copied, imitated or used without the prior written consent of the other Party or the applicable trademark holder; provided, that Customer hereby grants to Coalesce a limited right to use Customer’s Trademarks solely as necessary to provide the Services to Customer hereunder. Additionally, Coalesce may, without Customer’s consent, include Customer’s name, logo and other indicia in its lists of current or former customers in promotional and marketing materials.

6.4. Customer Data. Customer will not provide any personal data or personally identifiable information, as those terms are defined by applicable data protection laws, for processing in connection with this Agreement.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND CUSTOMER HEREBY WAIVES, RELEASES, AND DISCLAIMS, ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES INCLUDING ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY MATERIALS OR CUSTOMER DATA PROVIDED BY CUSTOMER OR A THIRD PARTY WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, COALESCE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

8.1. LIMITATION OF LIABILITY. IN NO EVENT WILL ANY OF THE COALESCE PARTIES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN, OR THE PERFORMANCE OF SERVICES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF ANY OF THE COALESCE PARTIES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED US$100.00.

Coalesce reserves any and all right, title and interest (including any Intellectual Property Rights) that it may have in or to any Confidential Information that it may disclose to Customer under this Agreement. Customer will protect such Confidential Information against any unauthorized use or disclosure to the same extent that it protects its own Confidential Information of a similar nature against unauthorized use or disclosure, but in no event will use less than a reasonable standard of care to protect such Confidential Information Customer will solely use Confidential Information for purposes of evaluating the Services. In the event of any breach or threatened breach by Customer or its Authorized Users of its obligations under this paragraph, Coalesce will be entitled to injunctive and other equitable relief to enforce such obligations.

10.1. Independent Contractors. Each Party is an independent contractor and not a partner or agent of the other. This Agreement will not be interpreted or construed as creating or evidencing any partnership or agency between the Parties or as imposing any partnership or agency obligations or liability upon either Party. Further, neither Party is authorized to, and will not, enter into or incur any agreement, contract, commitment, obligation or liability in the name of or otherwise on behalf of the other Party.

10.2. Reference Program. Customer may voluntarily consult with Coalesce and work in good faith to agree on quotes and statements about Customer’s experience with the Coalesce Services. If Customer or an Authorized User volunteers such quotes or statements, Coalesce may, at its option, use such quotes and statements in connection with its sales and marketing activities.

10.3. No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a Party to this Agreement.

10.4. Assignment. Neither Party may assign this Agreement or any right, interest or benefit under this Agreement without prior written consent of the other Party; provided that either party may assign this Agreement or any right, interest or benefit under this Agreement without such prior written consent to an entity that acquires all or substantially all of the business or assets of such party to which this Agreement pertains, whether by merger, reorganization, acquisition, sale or otherwise. Any attempted assignment in violation of the foregoing will be void. Subject to the foregoing, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by any permitted assignee.

10.5. Nonwaiver. The failure of either Party to insist upon or enforce performance by the other Party of any provision of this Agreement, or to exercise any right or remedy under this Agreement or otherwise by law, will not be construed as a waiver or relinquishment of such Party’s right to assert or rely upon the provision, right, or remedy in that or any other instance; rather the provision, right or remedy will be and remain in full force and effect.

10.6. Dispute Resolution Procedures. Except for (a) any IP Disputes or (b) any claim for injunctive relief, Customer and Coalesce each waive their respective rights to a jury trial and to have any dispute arising out of or related to this Agreement or the Services resolved in court. Instead, all disputes arising out of or relating to this Agreement or the Coalesce Platform will be resolved through confidential binding arbitration held in San Francisco, California before and in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available on the JAMS website. The arbitrator may only conduct an individual arbitration and may not consolidate more than one party’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one party. Customer and Coalesce agree that the state or federal courts of the State of California and the United States sitting in San Francisco, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. Any claim Customer may have arising out of or related to this Agreement or the Coalesce Platform must be filed within one year after such claim arose; otherwise, the claim is permanently barred.

10.7. Severability. If any provision of this Agreement is deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions.

10.8. Applicable Law. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of California, U.S.A., without reference to its choice of law principles to the contrary. The 1980 UN Convention on Contracts for the International Sale of Goods or its successor will not apply to this Agreement. Subject to Section 11.5, Customer hereby consents to the jurisdiction and venue of the state and federal courts located in San Francisco, California, U.S.A. with respect to any claim arising under or by reason of this Agreement.

10.9. Entire Agreement. This Agreement, together with any agreements or other policy or guideline referenced in this Agreement, constitutes the complete and exclusive statement of all mutual understandings between the Parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written.