This Agreement has been prepared as a legally binding license agreement that conditions your use of the Services. This Agreement applies to your use of any page, section, or feature of the Services whatsoever. This agreement contains an arbitration provision requiring all claims to be resolved by way of binding arbitration. Please carefully review Section 11 of this Agreement for more information.
1. Your License to Access the Services
Cohesion, its affiliates, or its Third-Party Licensors own and hold all right, title and interest in and to the Services and all intellectual property contained therein (exclusive of Data), any documentation, including without limitation all underlying software and information, algorithms, methods and processes, institutional knowledge, all materials related to the Services, and all intellectual property derived therefrom. You agree not to attempt to copy, reproduce, change, disassemble, reverse engineer, decrypt, frame, or translate any part of the Services; attempt to learn, access, decompile, reverse engineer, or otherwise derive the source code, algorithms, structure, or ideas upon which the Services are based; or attempt to copy, change, delete, or alter any content or functionality within the Services. On the condition that you comply with all your obligations under this Agreement, Cohesion grants you a limited, revocable, non-exclusive, non-transferable license to access the Services. Any use of the Services in excess of this license is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of your right to access and use the Services. Your access to the Services is provided on a temporary basis with no guarantee for future availability. We reserve the right to withdraw or modify any content or services we provide in the Services without notice.
2. Your Responsibilities
You agree that when using the Services, you will not:
Delete, modify, hack, or attempt to alter any portion of the Services;
Use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of the Services, servers, or networks connected to the Services;
To take any other action that interferes with any other person’s use of the Services;
Use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Services for any reason;
Copy, modify, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Services are based;
Introduce into the Services any virus, rogue program, Trojan horse, worm, or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to disable, erase, or otherwise harm the Services or perform any such actions;
Introduce into the Services any back door, time bomb, drop dead device, or other software routine designed to disable a computer program, automatically with the passage of time or under the positive control of an unauthorized person;
Use the Services in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party;
Access or attempt to access any other person’s information or content;
Encourage any illegal activities, or post anything that is obscene, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity;
Decrypt, transfer, frame, display, or translate any part of the Services;
Connect to or access any Cohesion computer system or network without authorization; or
Use the information in the Services to create or sell a similar service or similar information.
3. Your Data
Cohesion acknowledges that you are the exclusive owner of all right, title, and interest in and to the information you provide or make available to Cohesion for our provision of the Services (“Data”). By uploading, transmitting, or posting Data, you grant to Cohesion a perpetual, non-exclusive, worldwide, royalty-free license to use, copy, print, display, reproduce, modify, edit, publish, post, transmit, and distribute Data in its entirety or in part. You agree that Data does not include derivatives, modifications, manipulations, transformations, aggregations, or de-identification of Data and any information or intellectual property derived therefrom by Cohesion. YOU AGREE TO INDEMNIFY COHESION, ITS AFFILIATES AND BUSINESS PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, DAMAGES, EXPENSES, FEES, LIABILITIES, AND LOSSES, INCLUDING ATTORNEYS’ FEES, ARISING FROM ANY SUCH MATERIALS OR ANY FAILURE TO COMPLY WITH THIS SECTION.
4. Third Party Licensors
Cohesion has partnerships and business relationships with third parties who may provide some elements of the Services (“Third Party Licensors”). Cohesion does not own or control Third Party Licensor products. You agree that Cohesion will not be responsible for any Third-Party Licensor products and further agree to hold Cohesion harmless for your use of any Third-Party Licensor products or services. YOU AGREE TO INDEMNIFY COHESION, ITS AFFILIATES AND BUSINESS PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, DAMAGES, EXPENSES, FEES, LIABILITIES, AND LOSSES, INCLUDING ATTORNEYS’ FEES, ARISING FROM YOUR USE OF ANY THIRD-PARTY LICENSOR PRODUCTS OR MATERIALS.
5. System Unavailability
There may be times when the Services are unavailable due to technical errors or for maintenance and support activities. We do not represent, warrant, or guarantee that the Services will always be available or are completely free of human or technological errors.
The Services may contain typographical mistakes, inaccuracies, or omissions, and some information may not be complete or current. We expressly reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information at any time without prior notice. We do not make any representation or warranty concerning errors, omissions, delays, or defects in the Services or any information supplied to you via the Services, or that files available through the Services are free of viruses, worms, Trojan horses, or other code that include or manifest contaminating or destructive characteristics.
You must provide the equipment and Internet connections necessary to access the Services at your own expense. We do not guarantee that the Services will operate with your computer, tablet, mobile device, network, installed software, internet or mobile carrier service plans, or with any particular computer or other piece of hardware, software, equipment, or device you install on or use with your computer.
8. No Guarantees
THE SERVICES ARE PROVIDED “AS IS”. COHESION DOES NOT WARRANT OR MAKE ANY PROMISES REGARDING THE CORRECTNESS, USEFULNESS, ACCURACY, AVAILABILITY, OR RELIABILITY OF (I) YOUR USE OR THE RESULTS OF YOUR USE OF THE SERVICES; (II) ANY ADVICE YOU GLEAN FROM THE SERVICES; OR (III) ANY CONTENT, PRODUCTS, OR SERVICES AVAILABLE THROUGH THE SERVICES. COHESION DOES NOT PROMISE THAT THE SERVICES WILL BE UNINTERRUPTED OR WILL BE ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. THERE IS NO WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADDITIONAL STATEMENTS OUTSIDE THE TERMS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY OUR EMPLOYEES OR OTHERWISE, IS A WARRANTY OR PROMISE BY COHESION, AND WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SUCH STATEMENTS. WE WILL HAVE NO RESPONSIBILITY FOR THE TIMELINESS OF, DELETION OF, MISDELIVERY OF, OR FAILURE TO STORE ANY COMMUNICATION, DATA, OR CONTENT.
9. Cohesion is Not Liable to You for Your Use of Services
We are not responsible for any damages to you or anyone filing suit on your behalf for any reason. COHESION AND ITS SUPPLIERS, LICENSORS, PARENT, AND AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNEES AND SUCCESSORS-IN-INTEREST, WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, CLAIMS, DEMANDS, LOST PROFITS, OR CAUSES OF ACTION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE, RELATING TO THIS AGREEMENT, YOUR USE OF THE SERVICES, ANY INFORMATION YOU OBTAIN ON IT, OR ANY OTHER INTERACTION WITH THE SERVICES, AND YOU VOLUNTARILY AND UNEQUIVOCALLY WAIVE ANY LIABILITY OF COHESION. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES WILL BE TO STOP USING THE SERVICES.
IN ANY EVENT, THE MAXIMUM TOTAL LIABILITY OF COHESION, ITS SUPPLIERS, LICENSORS, PARENT, AND AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND ASSIGNEES OR SUCCESSORS-IN-INTEREST, FOR ANY CLAIM WHATSOEVER RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND YOUR SOLE REMEDY SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED ONE THOUSAND DOLLARS ($1,000.00).
YOU WILL HOLD HARMLESS, INDEMNIFY, AND DEFEND COHESION, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES (COLLECTIVELY, “COHESION PARTIES ”) FROM AND AGAINST ANY AND ALL CLAIMS (INCLUDING ANY AND ALL LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES, AND REASONABLE ATTORNEYS’ FEES ARISING THEREFROM) RELATING TO ANY ACTION OR PROCEEDING BROUGHT BY A THIRD PARTY AGAINST ANY ONE OR MORE OF THE COHESION PARTIES (I) ALLEGING INJURY, DAMAGE, OR LOSS RESULTING FROM YOUR USE OF THE SERVICES; (II) ALLEGING THAT YOUR DATA INFRINGES A COPYRIGHT, PATENT, OR TRADEMARK, OR MISAPPROPRIATES A TRADE SECRET OF A THIRD-PARTY; (III) RELATED TO ANY ACT OR OMISSION BY YOU WHICH IS A BREACH OF YOUR OBLIGATIONS UNDER THIS AGREEMENT; AND (IV) YOUR USE OF INFORMATION OR RESULTS OBTAINED THROUGH THE SERVICES.
You will have the right to defend and compromise such claim at your expense for the benefit of the Cohesion Parties; provided, however, you will not have the right to obligate the Cohesion Parties in any respect in connection with any such settlement without the written consent of the indemnified party. Notwithstanding the foregoing, if you fail to assume your obligation to defend, the Cohesion Parties may do so to protect their interests and you will reimburse all costs incurred by the Cohesion Parties in connection with such defense.
11. Choice of Law; Agreement to Arbitrate
The interpretation of this Agreement and the resolution of any disputes relating to this Agreement will be governed by the laws of the State of Illinois without regard to any conflicts of laws provisions. All disputes arising out of, or relating to, this Agreement (including formation, performance, breach, enforceability, and validity of this Agreement) or our operation of the Services shall be resolved by final and binding arbitration to be held in the English language in Chicago, Illinois pursuant to the rules of the American Arbitration Association. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. Further, if you are located outside of the United States, we retain the right to bring proceedings against you for breach of this Agreement in your country of residence or any other appropriate country.
Without prejudice to the agreement to resolve disputes in binding arbitration set forth in the previous paragraph, either party to this Agreement may obtain preliminary injunctive relief in the Circuit Court of Cook County, Illinois, located in the City of Chicago, Illinois, for the purpose of enforcing any of the terms of this Agreement pending a final determination in arbitration or permanent relief for the purpose of enforcing arbitral awards.
12. General Terms
If any part of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that part will be enforced to the maximum extent permitted by law, and the remainder of this Agreement will remain fully in force. Our failure to enforce or exercise any provision of this Agreement or related right will not constitute a waiver of that right or provision.