ADDITIONAL TERMS OF SERVICE FOR USERS OF COORD PRODUCTS 

Last updated:  February 5, 2020

 

1. Preamble; Acceptance of Terms

 

Thank you for your interest in the Coord Products.

 

As used herein, the term “Product“, individually, and the term Products”, collectively, means the software program(s) (in machine-readable form) that comprise and/or provide the functionality of Coord’s suite of data collection, analysis and sharing capabilities (each such program, including the Coord APIs (as defined below) as well as any accompanying documentation. Products allow you to (i) collect, organize and/or submit for processing Your Data (as defined below), (ii) analyze and share Your Data and Coord Data (as defined below) and (iii) access the Coord APIs for your commercial or non-commercial use and integration into your Application, all in accordance with the terms of this Agreement (as defined below). Coord offers Products on both a trial and paid basis.

 

These Additional Terms of Service For Users of Coord Products (“Product Terms”) together with our General Terms of Service, our Privacy Policy, and any Order Forms are a legal agreement between you (and, if applicable, the company you represent, collectively referred to in this document as “you”) and Coord (this “Agreement”). Capitalized words that aren’t defined in this document are defined in the General Terms of Service or the Privacy Policy. By accessing and using any Product, you accept this Agreement, which becomes effective on the date you first access or use any Product. It is important that you read the entire Agreement carefully because you will be legally bound by it, including as they are updated from time to time. In the event of any conflict between the terms of these Product Terms and the General Terms of Service, the Product Terms will control. In the event of any conflict between the terms of these Product Terms and any Order Form, the terms of the applicable Order Form will control.

 

Coord only provides Products to you subject to this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement and are agreeing to this Agreement on the entity’s behalf by signing up for or opening an account to access Products. If you do not have such authority, or if you do not agree with this Agreement, you may not access or use Products. You acknowledge that this Agreement is a contract between you and Coord, even if it is in electronic format and not physically signed by you and Coord, and it governs your access and use of Products.

 

2. Certain Definitions

 

API Documentation” means the documentation, data, content, tools, policies and information that Coord provides regarding the use of, or in connection with, the Coord APIs.

 

API Key” means the unique access key(s) provided to you upon registering for access to the Coord APIs and after review and approval of your registration by Coord and any subsequent access key(s) providing you with production level access.

 

Application” means any software application, website, or product you create or service you offer that uses in any way the Coord APIs (as defined below).

 

Coord APIs”, “our APIs”, or “the APIs”  mean the Coord Search Application Programming Interface (“Search API”) and any other application programming interface, including any updates, modifications, features, functions or versions thereof, that Coord may make available from time to time via its Developer Portal or otherwise, including the accompanying API Documentation.

 

Coord Data” means (i) data developed by Coord and derived from sources including but not limited to Your Data and (ii) and any other datasets that Coord may make available in connection with Products.

 

Curb Asset Data” means photographs, geolocation data and other information related to physical features (including parking signs) of the public right-of-way, which includes without limitation, sidewalks, curb lanes, bike lanes and travel lanes of streets that is collected, organized or submitted to Coord via Products or otherwise.

 

Developer Portal” means Coord’s developer site, available at developers.coord.com.

 

Order Form” means a written order form entered into between Coord and you that sets forth any commercial or other terms applicable to your use of Products and otherwise incorporates the terms of these Product Terms.

 

Trial Period” means a period of time specified to you by Coord in its sole discretion, during which your use of Products is free of charge, subject to any additional terms and conditions that may be specified to you by Coord in its sole discretion.

 

Trial User” means a user of Products during a Trial Period.

 

Your Data” means Curb Asset Data and any other data that you provide to Coord during the Term.

 

3. License to Products and the Coord Data

 

Subject to the terms and conditions of this Agreement (including the applicable Order Form), you are hereby granted a non­exclusive, non­transferable, non­sublicensable license during the Term (as defined in Section 10 below) to access and use Products and the Coord Data for the purposes of (i) surveying and otherwise analyzing the public right-of-way in the territory made available to you within Products and (ii) accessing and using the Coord APIs for integration into your Application (the “Authorized Purpose”). You agree that any software or materials which may be made available by Coord, or otherwise obtained or used by you, that are subject to an open source license or other open source terms shall be and shall remain subject to the terms and conditions of the original providers and are not part of the Products. Your license rights to the Products are limited to those expressly granted by this Agreement. The Products are licensed and not sold; Coord, or its licensors, own all intellectual property rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Products. You shall only permit use of Products by your employees and any additional users specified in an applicable Order Form (the “Authorized Users”), each of whom shall be made aware by you of the terms and conditions in this Agreement and whose use shall be subject to terms and conditions no less protective of Coord and Products than those set forth in this Agreement. You shall, and shall cause each Authorized User to comply with all applicable laws. Any use of Products by you or any Authorized User in violation of the above shall be a breach of this Agreement by you. You acknowledge and agree that any use of Products in violation of this paragraph may cause Coord irreparable harm, and that Coord may be entitled to seek equitable remedies, including without limitation, a temporary restraining order or injunction, to prevent the continuation of any such violation. Any such remedies shall be supplemental to any other remedies available to Coord at law or in equity.

 

4. API Keys

 

If applicable pursuant to the terms of an Order Form, Coord will provide you with an API Key that will allow you to access the Coord APIs.  An API Key is a key that is personal to your Authorized Users, and shall not be shared, transferred or otherwise provided to or used by any other party. You must ensure that any information you give to us in connection with your use of the Coord APIs will always be accurate, correct, and up to date. You will be solely responsible to us for the use of the Developer Portal and API Key by your Authorized Users. You must notify us immediately if you become aware of any unauthorized use of your password, your account, or any unique identifier that we require you to use, such as an API Key or client ID.

 

You are solely responsible for hosting any Application that is a “software as a service” application and for meeting all associated network connectivity, security, privacy, maintenance, backup, and other hardware, software, and support and other service requirements to provide the Application to users pursuant to the Application’s own support terms and policies, and for bearing all costs and expenses associated therewith. You are responsible for use of the Application by users of your Application.

 

5. Limitations on Use of Products and Coord APIs

 

The following are limitations on your use of Products (including the Coord APIs):

 

  1. Products are continuing to be developed and refined (and sometimes we will even be using your feedback to help with this), and as a result, we will be making updates and changes to our Products (including our APIs), including backwards incompatible changes. We will make commercially reasonable efforts to give you notice of these changes.

  2. You may not copy or store any Coord Data or capture or store any information expressed by the Coord Data (such as hashed or transferred data), except to the extent permitted by this Agreement. You may not, directly or indirectly, attempt to reverse engineer, decompile or otherwise derive source code, trade secrets, or know-how in the Coord Products or portion thereof.

  3. You acknowledge and agree that Coord has or may in the future offer products or services that are similar to products or services provided by you (including via an Application), and nothing will prevent Coord from doing so. For the duration that this Agreement applies to you and your activities using any Product (including the Coord APIs), you may cache the Coord Data on your laptops and computers for offline, internal use only but each device must populate its cache using direct requests to the Coord Data and content from a cache may only be consumed by a single end user. Except with Coord’s prior written permission and subject to the terms and conditions of any such permission, you may not (a) redistribute the Coord Data, including from a cache, by proxying, or by using a screenshot or other static image instead of accessing Coord Data through the Coord APIs, or (b) scrape or download any Coord Data or the Coord APIs in bulk for any purpose other than offline caching on a single end user’s device.

  4. You may not sell, rent, lease, sublicense, redistribute, or syndicate access to the Products (including the Coord APIs) or the Coord Data.

  5. You will not attempt to exceed or circumvent limitations on access, calls and use of Coord APIs, or otherwise use the Coord APIs in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this Agreement or the API Documentation.

6. Licenses to Your Data and Curb Asset Data; Feedback

 

Nothing contained herein shall be construed as Coord limiting your use of Your Data (which includes without limitation any data you collect using any Product) at your discretion, subject to compliance with applicable law and the rights, if any, of any third party. Without limiting your ownership and use of Your Data, by submitting and/or transmitting Your Data through any Product, you hereby represent and warrant to Coord that you own Your Data or have obtained from third parties all rights necessary to use and transfer Your Data to Coord in accordance with the terms of this Agreement without infringing the rights of any such third party. You hereby grant Coord a nonexclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free license to use, transfer, copy, reproduce, distribute, publicly perform, publicly display, digitally perform, modify, directly or through third parties, create derivative works of Your Data (i) to the extent necessary to provide you with access to and use of Products and (ii) in connection with the preparation, distribution and/or commercialization of benchmarking data in any media format, provided that any of Your Data used therein has been aggregated and de-identified prior to any such use. In addition, you hereby grant Coord a nonexclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free license to use, transfer, copy, reproduce, distribute, publicly perform, publicly display, digitally perform, modify, directly or through third parties, create derivative works of and otherwise commercially exploit Curb Asset Data for any lawful purposes and in any media formats. 

 

During the course of your use of any Product pursuant to this Agreement, you may provide to Coord certain suggestions, enhancement requests, recommendations, proposals, corrections or other feedback or information provided by you or your Authorized Users relating to the Products (collectively, “Feedback”). You hereby grant to Coord and its Affiliates a worldwide, perpetual, irrevocable, transferable, sublicensable, assignable and royalty-free license to modify, copy, distribute and incorporate into the Products (without requirement of attribution or payment to you of any kind) any such Feedback.

 

7. Limited Use of Your Trademark.

 

Except with respect to Trial Users, you hereby grant to Coord during the Term a non-exclusive, non-transferable, non-sublicenseable license to use your name and logo or logos (the “Licensed Marks”) on Coord’s marketing materials and to reference you as a Coord customer therein. In addition, if you agree to share Your Data on the Open Data Portal (as defined below), then subject to the terms and conditions of this Agreement, you hereby grant to Coord during the Term a non-exclusive, non-transferable, non-sublicenseable license to use the Licensed Marks on or in connection with the display and distribution of Your Data on the Open Data Portal available on Coord’s website. You reserve all rights not expressly granted to Coord under this Agreement. Coord acknowledges that (a) you are the owner of the Licensed Marks and all goodwill related thereto, and (b) all use of the Licensed Marks under this Agreement and any goodwill accruing from such use will inure solely to the benefit of you. If Coord acquires any rights in the Licensed Marks, by operation of law or otherwise, Coord hereby irrevocably assigns such rights to you without further action by any of the parties. Coord agrees not to dispute or challenge your rights in and to the Licensed Marks or the validity of the Licensed Marks. Coord agrees that it shall not, during the Term or thereafter, directly or indirectly:

 

  1. take, omit to take, or permit any action which will or may dilute the Licensed Marks or tarnish or bring into disrepute the reputation of or goodwill associated with the Licensed Marks or with you, or which will or may invalidate or jeopardize any registration of the Licensed Marks; or

  2. apply for, or obtain, or assist anyone in applying for or obtaining any registration of the Licensed Marks, or any trademark, service mark, trade name, or other indicia confusingly similar to the Licensed Marks.

 

For the purpose of this Agreement, the “Open Data Portal” is a cloud-based platform for the public exchange of photographs, geolocation data and other information related to street curbs.

 

8. Maintenance.

 

Unless otherwise agreed in writing by the parties, Product maintenance (“Maintenance”) shall include any and all new releases, updates or versions and corresponding documentation made available to Coord’s customer base. Coord will provide Maintenance to you for the Products at no charge for the Term of this Agreement.

 

Coord shall not be obligated to provide Maintenance pursuant to this Agreement with respect to any use of the Products that is not in accordance with all technical, systems and user manuals, instructions and documentation in hard-copy and electronic-copy formats relating to the Products that is provided hereunder by Coord (collectively, the “Documentation”).

 

9. Terms of Payment.

 

You agree to pay Coord any fees set forth in an Order Form in accordance with the payment terms therein. All fees paid are non-refundable unless otherwise stated in the Order Form. Your access to the Products will be deactivated without further notice if payment is more than 30 days past due, regardless of the dollar amount, until such time as the past due payments have been fully satisfied. We will not suspend your services or deactivate your account for unpaid invoices that you dispute in good faith, provided that you have given us written notice of disputed charges within ten (10) days of invoice receipt and the invoice remains in good faith dispute between the parties as determined in Coord’s sole discretion.

 

10. Term, Termination.

 

The term of this Agreement shall be, for paid users only, the term set forth in the Order Form and for Trial Users, the Trial Period (collectively, the “Term”).

 

For paid users of the Products only, neither party may terminate this Agreement except in the event of a material breach of the terms hereof that the breaching party fails to cure within thirty (30) days of having received written notice thereof. For Trial Users, the termination provisions of the General Terms of Service shall apply.

 

Upon termination of this Agreement for any reason, you shall return or destroy all Coord Data provided to you during the Term and discontinue all use of the Products and any Coord Data. Coord may discontinue your access to the Products immediately after the termination.

 

11. ADDITIONAL DISCLAIMER OF WARRANTIES.

 

IN ADDITION TO THE DISCLAIMER OF WARRANTIES IN THE COORD GENERAL TERMS OF SERVICE, THE FOLLOWING SHALL APPLY TO YOUR USE OF THE PRODUCTS AND COORD DATA:

 

AUTHORIZED USERS USE THE PRODUCTS AND COORD DATA AT THEIR OWN RISK. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT USE OF COORD COLLECTOR MAY POSE A RISK OF INJURY OR DEATH IN SITUATIONS THAT OTHERWISE REQUIRE UNDIVIDED ATTENTION, SUCH AS WALKING OR DRIVING. COORD IS NOT RESPONSIBLE FOR ANY DAMAGE CAUSED BY YOUR OR AUTHORIZED USERS’ UNSAFE USE OF THE COORD COLLECTOR PRODUCT OR FOR ACCIDENTS OR ANY HARMFUL EVENTS CAUSED BY THE IMPROPER OR UNSAFE USE OF THE COORD COLLECTOR PRODUCT. YOU AGREE TO COMPLY WITH ALL APPLICABLE LAWS WHILE USING THE COORD COLLECTOR PRODUCT AND TO ENSURE THAT AUTHORIZED USERS EXERCISE CAUTION AND COMMON SENSE IN THE USE AND OPERATION OF THE COORD COLLECTOR PRODUCT. YOU AGREE TO INDEMNIFY AND HOLD COORD HARMLESS AGAINST ALL CLAIMS RESULTING FROM ANY DANGEROUS OR OTHERWISE INAPPROPRIATE USE OF THE COORD COLLECTOR PRODUCT IN ANY MOVING VEHICLE, INCLUDING AS A RESULT OF YOUR AUTHORIZED USERS’ FAILURE TO COMPLY WITH THE FOREGOING.

12. Modifications to these Product Terms. 

 

We may change, add to or delete these Product Terms or any portion thereof from time to time in our sole discretion (collectively, “Modifications”). If we make Modifications, we will notify you by revising the date at the top of these Product Terms, and in some cases, we may provide additional notice either by emailing the email address associated with your account or by posting a notice on the Developer Portal. You acknowledge that these Modifications may adversely impact how you access, use, and communicate with the Products. If any change is unacceptable to you, then your only recourse is to cease all use of the Products. Your continued access or use of the Products will mean that you agree to the Modifications.

 

For paid users of the Products only, if a Modification materially and adversely impacts your use of the Products, and if you elect to terminate your use of the Products as a result of such Modification in accordance with Section 10 hereof (Term, Termination), Coord will promptly refund you the prorated portion of fees prepaid to Coord for access to the Products during any period following the effective date of such termination, if any.