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.
1. License Grant
Conditioned on your continued compliance with the terms and conditions of this Agreement,
Cohesion grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services solely for your personal, non-commercial use. 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. Nothing herein shall prevent Cohesion from promoting, providing, licensing, or sublicensing use of or access to the Services or providing the Services to other persons or entities.
2. Restrictions On Use
You agree that under no circumstances will you:
Delete, change, 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;
Take any 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, reproduce the Services including the Cohesion Platform, 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 user’s information or content;
Encourage any illegal activities, or post anything that is obscene or 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;
Sublicense, assign, transfer rent, or lease the Services or any portion thereof to a third party; or
Use the information in the Services to create or sell a similar service or similar information.
3. Proprietary Rights
This Agreement does not provide a transfer or assignment of any rights. Cohesion retains all ownership right, title and interest in and to the Services including the Cohesion Platform and all intellectual property rights therein including associated interfaces, programs, software, codes, and documentation. Except as provided in this Agreement, Cohesion does not grant any other express or implied rights to you, or any other entity or person affiliated with you, under any intellectual or proprietary rights, and all rights not specifically granted to you herein are reserved by Cohesion. To the extent any rights in and to the Services including the Cohesion Platform were to vest in you, you unconditionally and irrevocably assign all such rights to Cohesion.
In connection with your use of the Services, you may receive or gain access to nonpublic confidential, proprietary or sensitive information of Cohesion (the “Confidential Information”). Confidential Information includes, but is not limited to: the terms of this Agreement (including pricing); information regarding Cohesion’s current, future, and proposed products and services; ideas, designs, plans, and roadmaps; prices and costs; trade secrets, patents, and patent applications; media; techniques, processes, and algorithms; works of authorship; inventions; software schematics, code, source documents, data, and formulas; financial information; procurement requirements; lists of customers, suppliers, investors, employees, and business relationships; and any other information you know or reasonably ought to know is confidential, proprietary, or trade secret information. Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of you (or anyone acting on your behalf); (ii) was previously rightfully known to you free of any obligation to keep it confidential; (iii) is subsequently disclosed to you by a third party who may rightfully transfer and disclose the information without restriction and free of any obligation to keep it confidential; or (iv) solely to the extent produced in compliance with any law or court order; provided, however, you give Cohesion reasonable notice of any such disclosure. You agree to protect and secure the confidentiality of the Confidential information, and not to disclose or use such information for any purpose not specifically authorized by this Agreement.
You may provide feedback, statements, suggestions, and ideas (collectively, “Ideas”) to Cohesion, directly or through a third party, in connection with use of the Services. You agree that Cohesion may use the Ideas for any purpose, including but not limited to modifying the Services including the Cohesion Platform and creating multimedia works or promotional materials. You acknowledge that submission of Ideas to Cohesion, either orally or in writing, will not establish a confidential relationship with Cohesion or place Cohesion in the position of receiving a disclosure in trust. Cohesion is not obligated and makes no commitment to use or to treat as confidential any Ideas which you submit. You will not receive any type of payment or remuneration from Cohesion for Ideas. All documents and materials submitted to Cohesion in connection with Ideas become the property of Cohesion.
4. Your Responsibilities
You shall access and use the Services in accordance with this Agreement and will not make unauthorized use of the Cohesion Platform. You will not use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement. You shall use your best efforts to ensure that all Confidential Information and Cohesion’s intellectual property rights are kept secure and protected from unauthorized access or disclosure. You are solely responsible for the security and confidentiality of any username or password and any authorized or unauthorized access to the Cohesion Platform using your username and password, and any actions taken thereunder. If you access the Services from outside the United States, you are responsible for compliance with local laws.
5. 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, transferable, worldwide, royalty-free, and sublicensable license to use, copy, print, display, reproduce, modify, edit, publish, post, transmit, and distribute Data in its entirety or in part for any legal purpose including the provision of Services by Cohesion. 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 grant to Cohesion a non-exclusive, world-wide royalty free, fully paid up, and irrevocable license to copy, anonymize, aggregate, process and create derivative works of Data, in whole or in part, solely to the extent allowed by applicable law, and solely for the purpose of (i) deriving anonymous statistical and usage data, and data related to the functionality of Cohesion’s products and services, and (ii) combining or incorporating such anonymized data with or into other similar data and information available, derived or obtained from other customers, licensees, users, or other sources for improving Cohesion’s existing products and services, developing new Cohesion products and services, and for marketing purposes (e.g., indicating the number of people using Cohesion products and services). YOU HEREBY REPRESENT, WARRANT, AND CERTIFY THAT YOU (A) ARE THE SOLE OWNER OF ALL INFORMATION, DATA, IMAGES, AND PROPERTY OF ANY KIND UPLOADED OR CONTRIBUTED BY YOU INTO THE COHESION PLATFORM, AND/OR HAVE BEEN GRANTED PERMISSION OR OTHERWISE AUTHORIZED BY THE APPLICABLE OWNER(S) OF ALL INFORMATION, DATA, IMAGES, AND PROPERTY OF ANY KIND UPLOADED OR CONTRIBUTED BY YOU INTO THE COHESION PLATFORM, AND (B) YOU ARE NOT VIOLATING THE RIGHTS OF ANY THIRD PARTIES BY UPLOADING SUCH INFORMATION, DATA, IMAGES, AND PROPERTY.
6. 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. This Agreement does not provide a transfer or assignment of any rights to the intellectual property of the Third Party Licensors. The Third party Licensors retain all ownership right, title and interest in and to their products and technology and all intellectual property rights therein including associated interfaces, programs, software, codes, and documentation. You agree that Cohesion will not be responsible for any Third Party Licensor products.
7. 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.
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. ADDITIONALLY, AND FOR PURPOSES OF CLARITY, YOU ACKNOWLEDGE AND AGREE THAT EACH AND EVERY MANAGING THIRD PARTY MAKES NO WARRANTIES, REPRESENTATIONS OR GUARANTEES CONCERNING YOUR RECEIPT OF THE SERVICES, AND DISCLAIMS ALL OF THE SAME.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL COHESION, THIRD PARTY LICENSORS OR THE MANAGING PARTIES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, OR INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, REVENUES, OR PROFITS, OR FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE COHESION PLATFORM, DELAYS, INTERRUPTION, LOSS OR CORRUPTION OF DATA, BREACHES IN SECURITY, SYSTEM INCOMPATIBILITY, LOSS RESULTING FROM SYSTEM OR SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN, REGARDLESS WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE AND EVEN IF COHESION, THIRD PARTY LICENSORS OR THE MANAGING PARTIES WERE INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. COHESION, THIRD PARTY LICENSORS OR THE MANAGING PARTIES SHALL NOT BE LIABLE TO ANY PERSON OR ENTITY FOR ANY (A) ERROR IN THE SERVICES PLATFORM OR ANY DATA, INFORMATION, OR SERVICES INCLUDED OR INCORPORATED THEREIN OR OTHERWISE MADE A PART THEREOF, (B) ACT OR OMISSION BY ANY USER OF THE SERVICES PLATFORM, (C) NON-COMPLIANCE OF ANY LAW, RULE OR REGULATION BY ANY USER OF THE SERVICES, (D) ACT OR OMISSION BY ANY GUEST, SERVICE PROVIDER OR OTHER THIRD PARTY GRANTED ACCESS OR ENTRY TO ANY HOSTED PROPERTY THROUGH THE SERVICES, (E) THIRD PARTY MATERIALS, OR (F) CONTENT. IN THE EVENT THAT COHESION IS FOUND LIABLE FOR DIRECT DAMAGES, IN NO EVENT SHALL COHESION’S TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED ONE HUNDRED DOLLARS ($100.00). ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
12. Air Quality, Health and Other Benefits
Cohesion does not promise or guarantee any specific level of air cleanliness or any health benefits from use of the Services. Cohesion may use information from the Services to take steps to improve air quality. However, actual air quality may vary with factors beyond Cohesion’s control or knowledge. The information provided as to indoor air quality is for informational purposes only and is provided “as is” with no guarantee of accuracy or completeness. To extent permissible by law, Cohesion accepts no liability regarding your actions based on the information provided and makes no warranties or representation about the applicability of such information to your specific needs. Any health questions regarding the information provided should be directed to a medical doctor. Additionally, without limiting the generality of the disclaimers set forth in the preceding section and for purposes of clarity, you acknowledge and agree that each and every Managing Third Party makes no warranties, representations or guarantees concerning any matter concerning receipt of the Services as it relates to air quality monitoring or measurement or any other related activity.
YOU WILL HOLD HARMLESS, INDEMNIFY, AND DEFEND COHESION AND ITS AFFILIATES AND THIRD PARTY LICENSORS, 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; (IV) MISUSE OF THE THIRD PARTY LICENSOR PRODUCTS; AND (V) YOUR USE OF INFORMATION OR RESULTS OBTAINED THROUGH THE SERVICES.
14. 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.
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.
15. Third Party Beneficiaries
Except as expressly set forth in this Agreement, nothing expressed or implied in this Agreement is intended to confer upon any person other than the parties and their respective successors or permitted assigns, any rights, remedies, obligations or liabilities whatsoever. You acknowledge and agree that all Managing Third Parties are intended beneficiaries of this Agreement. You agree that you will not make any claim, and agree to be estopped against, the making of any claim against any Managing Third Party concerning the receipt of the Services.
16. Term and Termination
This Agreement shall remain in effect until terminated in accordance with its
terms. Cohesion may terminate this Agreement and your access to and use of the Services at
any time and for any reason, with or without cause. Upon the termination of this Agreement
for any reason, (a) your license to access and use the Services including the Cohesion Platform shall immediately and automatically terminate, (b) you shall cease all access to and use of the Services, and (c) you shall immediately return to Cohesion any other property, equipment,
and materials provided to you by Cohesion (whether modified or unmodified), or
immediately destroy such property at Cohesion’s sole option.
17. 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.
You may not assign this Agreement without Cohesion’s prior written consent. This Agreement will be binding on and inure to the benefit of the Parties and their successors and permitted assigns.