Terms of Service

Last updated January 01, 2018 

1. Accepting these Terms

By using the CoherenceApi.com web site, including the application programming interface provided by CoherenceApi.com ("Service") or any services of CoherenceAPI, LLC ("Coherence"), you are agreeing to be bound by the following terms and conditions ("Terms of Service"). 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, ITS AFFILIATES AND ALL USERS WHO ACCESS OUR SERVICES THROUGH YOUR ACCOUNT TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY, ITS AFFILIATES AND USERS ASSOCIATED WITH IT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

2. License Restrictions

You are not permitted to install or use the Service for any other purpose other than those contemplated in these Terms without Coherence's prior written consent. You will not use the Service to infringe upon, violate, dilute or misappropriate the patent, trademark, trade secret, copyright, right of privacy, right of publicity or other intellectual or other right of any party.

Further, you will not use the Service:

  • to violate any law, statute, ordinance or regulation;
  • to create Applications which are defamatory, libelous, fraudulent, deceptive, threatening, harassing, obscene, pornographic or indecent;
  • to "spam" or harass Coherence users by sending unsolicited messages, notifications, comments or other unwelcome content;
  • to create an Application that introduces or propagates unauthorized data, malware, viruses, worms, trojan horses, spyware, worms, other malicious or harmful code;
  • to create an Application that posts or deletes content on behalf of an Coherence user without their authorization or initiation of such actions; or
  • in a manner that adversely impacts the stability of Coherence's servers, or otherwise adversely impacts the functionality or use of the Coherence website or other applications using the Service.

3. Proprietary Rights

As between you and Coherence, all right, title and interest in and to the Service (including all intellectual property rights therein) are and will at all times remain the sole and exclusive property of Coherence. These Terms do not include the right for you to use any trademark, service mark, trade name or any other mark of Coherence or any other party, with the exception of any assets provided and licensed to you on our developer assets page. No rights or licenses are granted except as expressly and unambiguously set forth herein.

Except as expressly permitted in these Terms, you will not:

  • distribute the Service to any third party;
  • sell, sublicense, distribute or otherwise commercially exploit the Service;
  • improve, prepare derivative works of or otherwise modify the Service;
  • reverse engineer, decompile, disassemble, or attempt to derive source code from the Service; or
  • remove, obscure, or alter any intellectual property right or confidentiality notices or legends appearing in or on any aspect of the Service or the Coherence website.

4. Limitations & Disclaimer

THE SERVICE AND ANY OTHER SERVICE AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE ARE PROVIDED TO YOU ON AN AS IS OR AS AVAILABLE BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. WE DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICE AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE.

IN NO EVENT WILL Coherence BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR ANY OTHER SERVICE AND/OR CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY FOR ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE PREVIOUS 6 MONTHS. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

5. Accuracy of materials

The materials appearing on Coherence website could include technical, typographical, or photographic errors. Coherence does not warrant that any of the materials on its website are accurate, complete or current. Coherence may make changes to the materials contained on its website at any time without notice. However Coherence does not make any commitment to update the materials.

6. Links

Coherence has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Coherence of the site. Use of any such linked website is at the user's own risk.

7. Modifications

Coherence may revise these terms of service for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these terms of service. You can review the most current version of the Terms of Service at any time at: http://coherenceapi.com/terms

8. Privacy Policy

For information about how we collect and use information about users of the Service, please check out our privacy policy.

9. Coherence's Materials

We put a lot of effort into creating the Service including, the logo and all designs, text, graphics, pictures, information and other content (excluding your content). This property is owned by us or our licensors and it is protected by U.S. and international copyright laws. We grant you the right to use it.

Howeve your rights do not include: (i) publicly performing or publicly displaying the Service, (ii) modifying or otherwise making any derivative uses of the Service or any portion thereof; (iii) using any data mining, robots or similar data gathering or extraction methods; (iv) downloading (other than page caching) of any portion of the Service or any information contained therein; (v) reverse engineering or accessing the Service in order to build a competitive product or service; or (vi) using the Service other than for its intended purposes. If you do any of this stuff, we may terminate your use of the Service.

10. Fees and Payment

We calculate and bill fees and charges weekly. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. You will pay us the applicable fees and charges for use of the Services as described on the Service using one of the payment methods we support. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Service unless we expressly state otherwise in a notice. We may increase or add new fees and charges for the Service by giving you at least 7 days’ advance notice. We may charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.

11. Governing Law

The validity of these Terms and the rights, obligations, and relations of the parties under these Terms will be construed and determined under and in accordance with the laws of the State of California, without regard to conflicts of law principles.

12. Indemnification

You agree to defend, indemnify and hold us harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys' fees, costs, penalties, interest and disbursements) we incur in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party relating to your use of the Service (or the use of the Service by any person using your account) or relating to any Application you create using the Service, including any claim that your use of the Service or any Application you create using the Service violates any applicable law or regulation, or the rights of any third party, and/or these Terms.

13. Jurisdiction & Waiver of Representative Actions

You expressly agree that exclusive jurisdiction for any dispute with Coherence, or in any way relating to your use of the Coherence website or Service, resides in the courts of the State of California and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of California located in San Francisco, California in connection with any such dispute including any claim involving Coherence. You further agree that you and Coherence will not commence against the other a class action, class arbitration or other representative action or proceeding.

14. Termination

If you breach any of these Terms, we have the right to suspend or disable your access to or use of the Service.

15. Entire Agreement

These Terms constitute the entire agreement between you and Coherence regarding the use of the Service, superseding any prior agreements between you and Coherence relating to your use of the Service.

16. Confidentiality

You agree that all nonpublic information that you may gain access to regarding Coherence, the Service, and other Coherence content or services will be considered Coherence's confidential information, and you agree to not use or disclose such confidential information except as necessary to carry out the objectives of these Terms.

17. Independent Contractors

Use of the Service does not create a partnership, agency, joint venue or any employee-employer relationship between you and Coherence. At all times the relationship between you and Coherence is that of independent contractors. You are responsible for all state, local, federal or other taxes that you are obligated to pay in connection with your use of the Service or any Applications you create by using the Service.

18. Contact Us

If you have any questions about these Terms, please contact us at [email protected]