1. Use of the Services
1.1 You may not use the Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are a resident or from which you use the Services. You affirm that you are over the age of 13, as the Coeus Services are not intended for children under 13.
1.2 You agree that your purchases of Coeus Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Coeus or any of its affiliates regarding future functionality or features.
2. Your Account and Use of the Coeus Services
2.1 You must provide accurate and complete registration information any time you register to use the Coeus Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Thing Solver immediately.
2.2 Your use of the Coeus Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.3 You agree not to (a) access (or attempt to access) the administrative interface of the Coeus Services by any means other than through the interface that is provided by Thing Solver in connection with the Coeus Services, unless you have been specifically allowed to do so in a separate agreement with Thing Solver, or (b) engage in any activity that interferes with or disrupts the Coeus Services (or the servers and networks which are connected to the Service).
2.4 You may not access the Coeus Services for the purpose of bringing an intellectual property infringement claim against Thing Solver or for the purpose of creating a product or service competitive with the Coeus Services.
3. Service Policies and Privacy
3.1 You agree to comply with the Thing Solver Acceptable Use Policy available at _______ (the “Acceptable Use Policy”) which is incorporated herein by this reference and which may be updated from time to time.
3.3 You agree that you will protect the privacy and legal rights of the End Users of your application. You must provide legally adequate privacy notice and protection for End Users. If End Users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application and to Coeus.
3.4 To the extent that we process any personal data (as defined in the EU General Data Protection Regulation 2016/679 of the European Parliament and the Council (“GDPR”)) of End Users (or any other individuals) on your behalf and (i) that personal data relates to End Users or other individuals located in the European Economic Area (“EEA”); or (ii) you are established in the EEA, the parties agree to be bound by the provisions of the Data Processing Addendum which shall apply to the processing of such personal data.
4. Fees for Use of the Coeus Services
4.1 Subject to the Terms, some Coeus Services such as online demos are provided to you without charge up to certain limits. Usage over this limit requires your purchase of additional resources or services. The pricing for additional resources and services is available by request to info (at) thingsolver (dot) com (or via a URL as Coeus may provide).
4.2 For all purchased resources and services, we will either charge you on a monthly basis or collect payment via other methods as agreed to in writing and described in a Coeus invoice provided to you. Late payments may bear interest at the rate of ___% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys’ fees that Coeus incurs in collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on Coeus’s pricing policy of Services, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Thing Solver and only in the form of credit for the Coeus Services. Nothing in these Terms obligates Thing Solver to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to Thing Solver may be shared by Thing Solver with companies who work on Thing Solvers behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Thing Solver and servicing your account. Thing Solver may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Thing Solver shall not be liable for any use or disclosure of such information by such third parties. Thing Solver reserves the right to discontinue the provision of the Coeus Services to you for any late payments.
4.3 For all recurring purchases, Thing Solver may change its fees and payment policies for the Coeus Services by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. In addition, changes to the fees or payment policies may be posted on the website (or such other URL Thing Solver may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.
4.4 You may not develop multiple Applications to simulate or act as a single Application or otherwise access the Coeus Services in a manner intended to avoid incurring fees.
5. Content on the Coeus Services and Take Down Obligations
5.1 You understand that all information (such as data files, written text, images etc) to which you may have access as part of, or through your use of, the Coeus Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content.” The term Content shall specifically exclude the application that you distribute and run using the Coeus Services and any source code written by you to be used with the Coeus Services (collectively, “Applications”).
5.2 Thing Solver reserves the right (but shall have no obligation) to remove any or all Content from the Coeus Services. You agree to immediately take down any Content that violates the Acceptable Use Policy, including pursuant to a take down request from Coeus. In the event that you elect not to comply with a request from Thing Solver to take down certain Content, Thing Solver reserves the right to directly take down such Content or to disable Applications.
5.3 In the event that you become aware of any violation of the Acceptable Use Policy by an End User of Applications, you shall immediately terminate such end user’s account on your Application. Thing Solver reserves the right to disable Applications in response to a violation or suspected violation of the Acceptable Use Policy.
5.4 You agree that you are solely responsible for (and that Thing Solver has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using the Coeus Services and for the consequences of your actions (including any loss or damage which Coeus may suffer) by doing so.
5.5 You agree that Thing Solver has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Content.
6. Proprietary Rights
6.1 You acknowledge and agree that Coeus (or Coeus’s licensors) own all legal right, title and interest in and to the Coeus Services, including any intellectual property rights which subsist in the Coeus Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
6.2 Except as provided in Section 8, Thing Solver acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you create, submit, post, transmit or display on, or through, the Coeus Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Thing Solver, you agree that you are responsible for protecting and enforcing those rights and that Coeus has no obligation to do so on your behalf.
7. License from Coeus and Restrictions
7.1 Coes gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Thing Solver as part of the Coeus Services as provided to you by Thing Solver. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Coeus Services as provided by Thing Solver, in the manner permitted by the Terms.
7.2 You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Coeus Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Thing Solver, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Coeus Services or any applications running on the Coeus Services.
7.3 Open source software licenses for components of the Coeus Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Coeus for the use of the components of the Coeus Services released under an open source license.
7.4 Thing Solver hereby grants you a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the Coeus trademarks and/or logos (“Marks”) as provided by Thing Solver marketing personnel for the sole purpose of promoting or advertising that you use the Coes Services and solely in accordance with Thing Solver’s then current Trademark Usage Guidelines, (provided together with the Marks by Coeus marketing personnel). You agree that all goodwill generated through your use of the Coeus Marks shall inure to the benefit of Coeus.
8. License from You
8.1 Thing Solver claims no ownership or control over any Content. You retain copyright and any other rights you already hold in the Content, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the Coeus Services you give Coeus a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Thing Solver to provide you with the Coeus Services.
8.2 You may choose to or we may invite you to submit comments or ideas about the Coeus Services, including without limitation about how to improve the Coeus Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Thing Solver under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
8.3 You agree that Thing Solver, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Coeus Services.
9.1 Thing Solver may, and you grant us permission to, make recommendations via the Coeus Services for products or services we think may be of interest to you based on your Content, and/or use of the Coeus Services. We will never make recommendations directly to your End Users.
10. Modification and Termination of the Coeus Services
10.1 Thing Solver is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Coeus Services which Thing Solver provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of the Coeus Services will be effective with respect to all versions of the Coeus Services; examples of changes to the form and nature of the Coeus Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
10.2 You may terminate these Terms at any time by canceling your account on the Coeus Services. If you make this termination request in writing prior to the ___th day after the commencement of your service with Coeus, then you will receive a full refund of all payments made under this Agreement. If your termination request occurs after the ___th day, then you will not receive any refunds.
10.3 You agree that Thing Solver, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Coeus Services may be without prior notice, and you agree that Thing Solver will not be liable to you or any third party for such termination.
10.4 You are solely responsible for exporting your Content from the Coeus Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content.
10.5 Upon any termination of the Coeus Services or your account these Terms will also terminate, but Sections 6.1, 11, 12, 13, 14, and 17 shall continue to be effective after these Terms are terminated.
11. EXCLUSION OF WARRANTIES
11.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 11 AND 12, SHALL EXCLUDE OR LIMIT COEUS’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
11.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE COEUS SERVICE IS AT YOUR SOLE RISK AND THAT THE COEUS SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
11.3 COEUS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE COEUS SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COEUS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE COEUS SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE COEUS SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE COEUS SERVICES WILL BE ACCURATE.
12. LIMITATION OF LIABILITY
12.1 SUBJECT TO SECTION 11.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT COEUS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
12.2 THE LIMITATIONS ON COEUS’S LIABILITY TO YOU IN PARAGRAPH 12.1 ABOVE SHALL APPLY WHETHER OR NOT COEUS HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
13.1 You agree to hold harmless and indemnify Thing Solver, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “Thing Solver and Partners”) from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Coeus Services, (c) your violation of applicable laws, rules or regulations in connection with the Coeus Services, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, Thing Solver will provide you with written notice of such claim, suit or action.
14. Other Content
14.1 The Coeus Services may include hyperlinks to other web sites, content or resources, email content, or any other type of data. Coeus may have no control over any web sites or resources which are provided by companies or persons other than Coeus.
14.2 You acknowledge and agree that Thing Solver is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
14.3 You acknowledge and agree that Thing Solver is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
15. Changes to the Terms
15.1 Thing Solver may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account.
15.2 You understand and agree that if you use the Coeus Services after the date on which the Terms have changed, Coeus will treat your use as acceptance of the updated Terms.
17. General Legal Terms
17.1 The Terms constitute the whole legal agreement between you and Thing Solver and govern your use of the Coeus Services (but excluding any services which Thing Solver may provide to you under a separate written agreement), and completely replace any prior agreements between you and Thing Solver in relation to the Coeus Services.
17.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
17.3 If Thing Solver provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
17.4 You agree that Thing Solver may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Coeus Services dashboard. By providing Coeus your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
17.5 You agree that if Thing Solver does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Coeus has the benefit of under any applicable law), this will not be taken to be a formal waiver of Coeus’s rights and that those rights or remedies will still be available to Thing Solver.
17.6 Thing Solver shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
17.7 The Terms, and your relationship with Thing Solver under the Terms, shall be governed by the laws of the Serbia without regard to its conflict of laws provisions.
17.8 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the Coeus Services upon written notice to the assigning party.