Terms of Services
(last updated May 28, 2020)
Thank you for your interest in LegalBox by CoralTree, a Cloud Platform which enables users to upload, create or edit documents and collaborate over the web (the “Service”) and is owned and operated by CoralTree, Inc. (collectively “CoralTree”, “we”, “our”, or “us”). The terms “you”, “your”, and “yours” refer to anyone using the Service.
If you access the Website and/or use our Services from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Website and/or the Service, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.
LIMITED LICENSE AND AUTHORIZED USE
Subject to the terms and conditions of this Agreement, CoralTree hereby provides you, during the subscription period, a limited, non-exclusive, non-transferable, non-sub-licensable, and terminable license to access and use the Service solely for your benefit and internal business purposes. CoralTree shall host the Service and may update the functionality and user interface thereof from time to time in its sole discretion and in accordance with this Agreement. Subject to the limited rights expressly granted hereunder, CoralTree reserves all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
Our Services are not intended for viewing or use by any person or entity in any jurisdiction or country where such viewing or use would be contrary to law or regulation of that particular jurisdiction or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, individuals who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
We retain the right to refuse any and all current or future use of the Services, for any reason at any time. Without limiting other remedies, we may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your access and/or refuse to provide the access to the Services to you if you breach any of these Terms of Service, we are unable to verify or authenticate any information you provide to us to create your account, or if we believe that your actions are impermissible, inappropriate or may create liability for us.
In order to access or use the Service, you will have to register and create a unique, password-protected account (“Account”). You agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and update such information to keep it true, accurate, current, and complete at all times (c) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise (d) you will not use the Services for any illegal or unauthorized purpose (e) your use of the Services will not violate any applicable law or regulation. We reserve the right to delete your Account without warning if you are found to have misrepresented any of the registration information submitted. You are responsible for safeguarding your password and maintaining the confidentiality thereof and also for any actions under your password and Account, whether authorized by you or not. You agree to (a) immediately notify us of any unauthorized use of your password or account, or any other breach of security, and (b) ensure that you exit from your account at the end of each session. We assume no liability for any access to information that is accessed with your account information. You are solely responsible for protecting the privacy of your account and password, and you agree to accept all responsibility for activities that occur under your account or password.
You may use the Service only as expressly authorized under this Agreement and for no other purpose. Without limiting the foregoing, you will not yourself, or through any parent, subsidiary, affiliate, agent or other third party, entity or other business structure, authorize, enable or engage in any of the following: (i) sell, lease, license, sublicense, rent or otherwise transfer the Service or use the Service in the operation of a service bureau or on a time-sharing basis, (ii) decompile, disassemble, re-program, reverse engineer or otherwise attempt to derive or modify the Service or the underlying software in whole or in part, (iii) access the Service by any means other than through the interfaces that are provided by CoralTree, (iv) write or develop any derivative software or any other software program based on the Service, or related information, (v) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices of CoralTree, (vi) use the Service in any manner that may infringe any intellectual property right of CoralTree or any third-party, (vii) use the Service in any manner that violates any statute, law, rule, regulation, directive, guideline, bylaw whether presently in force or may be implemented by federal, state or local authorities, or (viii) use any device, software or routine that interferes with the proper working of the CoralTree software that supports the Service, or otherwise attempt to interfere with the proper working of the Service.
All right, title, and interest in and to the Services, and all material, software, images and/or text available on or through the Services and the Website (including, without limitation, text, graphics, logos, button icons, images, blog posts, audio clips and software), are and will remain our exclusive property and that of our licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms of Service gives you a right to use CoralTree’s name or any of our trademarks, logos, domain names, software, and other distinctive brand features. You acknowledge that the ownership in any intellectual property rights (including, for the avoidance of doubt, patents, copyright, rights in databases and software, trademarks and trade names whether registered or unregistered and subsisting anywhere in the world) in the Services belongs to us or our third party licensors. Such intellectual property laws generally prohibit the unauthorized reproduction, distribution or exhibition of all text, photographic and graphic (art and electronic) images, music, sound samplings and other protected materials. The violation of applicable intellectual property laws may give rise to civil and/or criminal penalties.
When you use our Services, you will, as part of our Services, provide us with your files, documents, content, information, messages, contacts, and so on (“Content”). You shall have the right and interest to the Content and this Agreement does not give us any rights to the Content except for the limited rights that enable us to offer the Services.
For the purpose of the Services, you give us the permission to do things like hosting the Content, backing it up, and sharing it when you ask us to. Our Services also provide you with features like commenting, sharing, searching, image thumbnails, document previews, easy sorting and organization, and personalization to help reduce busywork. To provide these and other features, we may access, store, and scan the Content. You give us permission to do those things, and this permission extends to our affiliates and trusted third parties we work with. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to the Content including the right to authorize us to use the Content in the manner contemplated by the Services and this Agreement.
With respect to your Content, you hereby represent and warrant that:
a) the Content does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party;
b) you are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Website, and other users of the Website to access, view and work with your Content in any manner contemplated by this Agreement;
c) your Content is not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us);
d) your Content does not ridicule, mock, disparage, intimidate, or abuse anyone;
e) your Content does not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another;
f) your Content does not violate any applicable law, regulation, or rule;
g) your Content does not violate the privacy or publicity rights of any third party;
h) your Content does not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner;
i) your Content does not violate any federal or state law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
j) your Content does not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap; and
k) your Content does not otherwise violate, or link to material that violates, any provision of these Terms, or any applicable law or regulation.
Any information or Content posted to the Services by you is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we are not liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. Any use of the Services in violation of the foregoing violates these Terms of Service and may result in, among other things, termination or suspension of your rights to use our Services.
MOBILE APPLICATION LICENSE
If you access the Services via the App, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the App on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of the Terms of Service.
Apple and Android Devices
The following terms apply when you use the App obtained from either the Apple Store or Google Play to access the Services:
a) the license granted to you for the App is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems;
b) in the event of any failure of the App to conform to any applicable warranty, you may notify us and we may endeavor to correct such failure, but will have no warranty obligation whatsoever with respect to the App;
c) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties;
d) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; or you acknowledge and agree that our App partners are third-party beneficiaries of these terms and conditions, and that each such App partners will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Service against you as a third-party beneficiary thereof.
FEES AND PAYMENT
In consideration for your use of the Service and the licenses granted hereunder, you agree to pay all charges billed to you, in accordance with CoralTree’s billing plan in effect at the time the charge becomes payable. Such billing plan is hereby incorporated by reference into this Agreement. You acknowledge that you will be charged a monthly subscription fee, even if you do not use or access the Service. CoralTree reserves the right to change the billing plan and the subscription fees for the Service at the end of your subscription, upon prior notice to you. If you fail to pay the charges for the Service when due, CoralTree reserves the right to pursue any and all legal remedies to collect the amounts owed by you including without limitation the right to suspend or terminate your subscription to the Service. Any late payments shall be subject to a service charge equal to 1.5% of the amount due (calculated on a monthly basis) or the maximum amount allowed by law, whichever is less. You further agree to pay all foreign, federal, state, and local taxes, if applicable, to your access to, use, or receipt of the Service, excluding CoralTree’s operational and/or income taxes.
This Agreement commences on the date that you accept it and continues, so long as you pay your monthly subscription fees, until your subscription has expired or is terminated in accordance with the terms of this Agreement. Either party may terminate this Agreement upon thirty (30) days formal written notice to the other party in the event of a material breach of any provision of this Agreement by the other party, provided that, during the thirty (30) day period, the breaching party fails to cure such breach. Such notice by the complaining party shall expressly state all of the reasons for the claimed breach in sufficient detail so as to provide the alleged breaching party a meaningful opportunity to cure such alleged breach. Upon termination or expiration of this Agreement, you shall have no rights to continue use of the Service. If you terminate this Agreement for any reason other than a termination expressly permitted by this Agreement, you agree that CoralTree shall be entitled to all of the fees due under this Agreement for the entire term of your subscription. If this Agreement is terminated as a result of a material breach on CoralTree’s part, CoralTree shall refund the pro rata portion of any fee paid by you for the terminated portion of your subscription. In the event that your Service is terminated for any reason, CoralTree will grant you temporary, limited access to the Service for the sole purpose of permitting you to retrieve your data, provided that you have paid in full all good faith undisputed amounts owed to CoralTree. You further agree that CoralTree shall not be liable to you nor to any third party for any termination of your access to the Service or deletion of your data, provided that CoralTree is in compliance with the terms of this Section.
You are solely responsible for obtaining access to the World Wide Web, either directly or through devices that access Web-based content. You understand that DSL, cable, or other high-speed Internet connection is required for proper performance of the Service. You agree to use third party software necessary for accessing the Service, including, but not limited to, “browser” software that supports a data security protocol compatible with the protocol used by CoralTree. You understand that the technical processing and transmission of your electronic data and communications is fundamentally necessary to your use of the Service, which shall involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by CoralTree. You expressly consent to CoralTree’s interception and storage of your electronic communications and data in connection with providing the Service and further acknowledge and understand that electronic communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic means. You agree that CoralTree is not responsible for any electronic communications and/or data which are delayed, lost, altered, intercepted or stored without authorization during the transmission of any data whatsoever across networks not owned and/or operated by CoralTree, including, but not limited to, the Internet.
CHANGES TO THE SERVICE
CoralTree reserves the right at any time and from time to time to modify, temporarily or permanently, the Service (or any part thereof). In the event that CoralTree modifies the Service in a manner which removes or disables a feature or functionality on which you materially rely, CoralTree, at your request, shall use commercially reasonable efforts to substantially restore such functionality to you. In the event that CoralTree is unable to substantially restore such functionality (unless enjoined from doing so by a court of competent jurisdiction), you shall have the right to terminate the Agreement and receive a pro-rata refund of the fees paid under the Agreement for the remaining period of your subscription. You acknowledge that CoralTree reserves the right to discontinue offering the Service at the conclusion of your subscription. You agree that CoralTree shall not be liable to you nor to any third party for any modification of the Service as described in this Section.
DISCLAIMER OF WARRANTIES
THE SERVICE IS PROVIDED TO YOU “AS IS” WITH ALL FAULTS, WITHOUT ANY WARRANTIES OF ANY KIND AND YOU AGREE TO USE IT AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, CORALTREE DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF PROPRIETARY OR THIRD-PARTY RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. CORALTREE DOES NOT REPRESENT THAT YOUR USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICE AND/OR DOCUMENTATION WILL BE CORRECTED OR THAT THE SYSTEM THAT MAKES THE SERVICE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IF YOUR USE OF THE SERVICE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR LOSS OF PROFITS OR DATA, CORALTREE IS NOT RESPONSIBLE FOR THOSE COSTS. CORALTREE MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SERVICE OR ABOUT THE RESULTS TO BE OBTAINED FROM USING AND YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR YOUR PURPOSES. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES IN THE SERVICES, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE AND/OR THE APP, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE OR THE APP.
CORALTREE EXPRESSLY DISCLAIMS ANY WARRANTY WITH RESPECT TO THE QUALITY OR CONTINUITY OF THIRD-PARTY TELECOMMUNICATIONS OR INFORMATION SYSTEMS OR SERVICES, SERVER CONNECTION SPEEDS, OR THE FUNCTIONALITY, OPERABILITY, OR RELIABILITY OF CORALTREE’S OR ANY THIRD PARTY’S DATA SECURITY FEATURES OR SYSTEMS.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL EITHER PARTY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE TO THE OTHER PARTY OR TO ANY PERSONNEL, SUBCONTRACTOR OR OTHER PERSON OR ENTITY CLAIMING THROUGH SUCH PARTY UNDER ANY EQUITY, COMMON LAW, CONTRACT, ESTOPPEL, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY (REGARDLESS OF THE FORM OF ACTION) FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OR DISCLOSURE OF DATA, LOST REVENUE, LOST PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF OTHER ECONOMIC ADVANTAGE), OR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF, RESULTING FROM OR RELATING TO THE AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH REGARD TO AMOUNTS DUE UNDER THIS AGREEMENT, A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, OR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, THE MAXIMUM LIABILITY OF EITHER PARTY TO ANY PERSON, FIRM OR CORPORATION WHATSOEVER ARISING OUT OF OR IN THE CONNECTION WITH ANY LICENSE, USE OR OTHER EMPLOYMENT OF THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, OR OTHERWISE, SHALL IN NO CASE EXCEED THE EQUIVALENT OF 12 MONTHS IN FEES APPLICABLE AT THE TIME OF THE EVENT.
Each party will indemnify the other, its officers, directors, or employees and hold them harmless from and against any and all claims, demands, liabilities, losses, costs and damages (including without limitation court costs and reasonable attorney’s fees) (collectively, the “Claims”) that the indemnified party or any of its officers, directors or employees incur or suffer as a result of death or bodily injury or to damage to tangible personal property, to the extent (a) arising under or related to this Agreement, and (b) caused by the gross negligence or willful misconduct of the indemnifying party or its employees or breach of this Agreement by the indemnifying party.
CoralTree shall defend you against any Claims made or brought against you by a third party alleging that your use of the Service as permitted hereunder infringes any copyright or trademarks or misappropriates any trade secrets of a third party, and shall indemnify you for any damages finally awarded against, and for reasonable attorney’s fees incurred by, you in connection with any such Claim.
You shall defend CoralTree against any Claims made or brought against CoralTree by a third party alleging that your electronic communications or data, or your use of the Service, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify CoralTree for any damages finally awarded against, and for reasonable attorney’s fees incurred by, CoralTree in connection with any such Claim.
As a condition to any indemnification under this Section, the indemnified party must (a) notify the indemnifying party promptly in writing of any such claim or proceeding, and (b) give the indemnifying party full and complete authority, information and assistance to defend such claim or proceeding at the expense of the indemnifying party, including sole control of the selection of counsel and the defense of any such claim or proceeding and all negotiations for its compromise or settlement. Notwithstanding the foregoing, the indemnified party’s failure to give the indemnifying party prompt written notice of any such claim or proceeding will only relieve the indemnifying party of its obligation to indemnify the indemnified party to the extent the indemnifying party is prejudiced by such failure.
This Section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section.
BASIS OF THE BARGAIN
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING SECTIONS ON INDEMNIFICATION, WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY FAIRLY ALLOCATE THE RISKS BETWEEN THE PARTIES AND ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU EXPRESSLY ACKNOWLEDGE THAT THE FEES THAT CORALTREE CHARGES FOR THE SERVICE ARE BASED UPON CORALTREE’S EXPECTATION THAT THE RISK OF ANY LOSS OR INJURY THAT MAY BE INCURRED BY USE OF THE SERVICE WILL BE BORNE BY YOU AND NOT CORALTREE AND WERE CORALTREE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN, SUCH FEES WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
For purposes of this Agreement, confidential information shall include the terms of this Agreement and any information that is clearly identified in writing at the time of disclosure as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Each party agrees: (a) to keep confidential all Confidential Information disclosed to it by the other party or by a third-party; (b) not to use the Confidential Information of the other party except to the extent necessary to perform its obligations or exercise rights under this Agreement; and (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information) and to make Confidential Information available to authorized persons only on a “need to know” basis. Either party may disclose Confidential Information on a need-to-know basis to its contractors who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient, subsequent to disclosure by the disclosing party; or (4) the recipient becomes aware of from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient. Notwithstanding the foregoing, this Section 12 will not prohibit the disclosure of Confidential Information to the extent that such disclosure is permitted by law or order of a court or other governmental authority or regulation; provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party’s cost, if the disclosing party wishes to contest the disclosure.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Website and/or the App. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.
We cannot guarantee the Services will be available at all times. We may use services of a third-party to secure the Services. Although there will be contractual obligations in this regard, we cannot guarantee that such services will be 100% secure as we have no control over such third-party. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you.
You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms of Service will be construed to obligate us to maintain and support the Services to supply any corrections, updates, or releases in connection therewith.
We reserve the right, but not the obligation, to:
a) monitor the Services for violations of these Terms of Service;
b) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Service, including without limitation, reporting such user to law enforcement authorities;
c) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contents or any portion thereof;
in our sole discretion and without limitation, notice, or liability, to remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and otherwise manage the Website in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.
Neither party shall be held liable for any delay or failure in performance of its obligations under this Agreement from any cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, government regulations, government agencies, delay or failure to receive government approvals, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, power blackouts affecting facilities, unusually severe weather conditions, inability to secure products or services of other persons or transportation facilities, unavailability of or interruption or delay in telecommunications or third party services (including Internet services), virus attacks or hackers, failure of third party software (a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the party whose performance is affected shall give written notice to the other party of such Force Majeure Event and the extent of the effect on the first party’s performance, and the parties shall promptly confer, in good faith, to agree upon equitable, reasonable action to minimize the impact on both parties of such Force Majeure Event, including, without limitation, implementing disaster recovery procedures. The parties agree that the party whose performance is affected shall use commercially reasonable efforts to minimize the delay caused by the Force Majeure Events and recommence the affected performance. If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the party whose performance has not been so affected may, by giving written notice, terminate this Agreement.
This Agreement shall be governed in accordance with the laws of the State of California and any controlling U.S. federal law. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. In the event of any litigation of any controversy or dispute arising out of or in connection with this Agreement, its interpretations, its performance, or the like, the prevailing party shall be awarded reasonable attorney’s fees and/or costs.
This Agreement shall inure to benefit and bind the parties hereto, their successors and assigns, but neither party may assign this Agreement without written consent of the other, except to a related entity or the successor of all or substantially all of the assignor’s business or assets to which this Agreement relates.
This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties, although CoralTree reserves the right to name you as a user of the Service.
This Agreement represents the entire agreement of the parties and supersedes all prior discussions and/or agreements between the parties and is intended to be the final expression of their Agreement. Except as expressly set forth herein, it shall not be modified or amended except in writing signed by both parties. If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (v) upon receipt by email.
Supplemental terms and conditions or documents that are currently available (such as the FAQs) or may be posted on the Website or through our Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to change, modify, add or remove portions of this Agreement, at any time. It is your responsibility to check this Agreement periodically for changes. The latest version of this Agreement supersedes any previous versions of this Agreement. Your continued use of the Services following the posting of changes will mean that you accept and agree to the changes. If you do not agree to the new terms, please stop using the Services.
Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services.
Questions about these Terms of Service should be sent to firstname.lastname@example.org.