UNCOIL INC. service TERMS

These Terms of Service were last updated on July 20, 2018.

These Uncoil Inc. Service Terms (the “Agreement”) are an agreement between the person visiting, browsing, accessing, downloading, installing or otherwise using (the terms “use” and “using” will refer to any of the foregoing) the Uncoil Application  (such person, the “Customer”) and Uncoil Inc. (“Uncoil”, Uncoil and Customer, the “Parties” and each, a “Party”), and is entered into the earlier of: (a) the date Customer first uses any part of the Uncoil Application; and (b) the date Customer agrees to be bound by this Agreement (the “Effective Date”).

BY USING THE UNCOIL APPLICATION (INCLUDING THE WEBSITE), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 11(k). YOU FURTHER ACKNOWLEDGE THE UNCOIL APPLICATION AND SERVICES ARE CURRENTLY OFFERED ON A TRIAL/BETA NO-CHARGE BASIS AND THE TERMS SET OUT HEREIN ARE APPROPRIATE FOR SUCH AN OFFERING. IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE UNCOIL APPLICATION. CUSTOMER REPRESENTS AND WARRANTS TO UNCOIL THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE UNCOIL APPLICATIONS ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO UNCOIL THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

  1. Definitions
  2.  “Customer Data means any data, information, content, records, and files that Customer (or any of its Users) loads, receives through, transmits to or enters into the Uncoil Application, whether directly or through Uncoil’s application programming interfaces (APIs) used with third party sites or service providers. 
  3.  “Modifications” means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
  4. Personal Information” means information about an identifiable individual.
  5. Technical Support Services” means the support services described in Section 6.
  6. Term” has the meaning set out in Section 10.
  7.  “Uncoil Application” means a software as a service through which Uncoil hosts and makes available the Uncoil solution to provide insights for marketing, advertising and product strategies based on analytics of online ad and Shopify® data and such other data capabilities as Uncoil may add to the solution from time to time.  The term “Uncoil Application” includes the Uncoil Software and Technical Support Services.
  8. Uncoil Software means software utilized by Uncoil to provide the Uncoil Application, and any updates provided as part of the Uncoil Application.
  9. User” has the meaning set out in Section 5.
  10. Website” means any websites used by Uncoil to provide the Uncoil Application, including the website located at https://uncoil.ai/ .
  11. Uncoil Application
  12. Provisioning of the Uncoil Application.  Subject to Customer’s compliance with the terms and conditions of this Agreement, Uncoil will make the Uncoil Application available to Customer on the terms and conditions set out in this Agreement. Customer is responsible for identifying and authenticating all Users and for Users’ compliance with this Agreement.
  13. Restrictions on Use. Customer acknowledges and agrees that it is responsible for the compliance by all Users with this Agreement, any guidelines and policies published by Uncoil from time to time, and the activities of all Users on the Uncoil Application. Without limiting the generality of any of the foregoing, Customer must not itself, and will not permit others to:
  14. sub-license, sell, rent, lend, lease or distribute the Uncoil Application or any intellectual property rights therein or otherwise make the Uncoil Application available to others;
  15. use the Uncoil Application to permit timesharing, service bureau use or commercially exploit the Uncoil Application;
  16. use or access the Uncoil Application in violation of any applicable law or intellectual property right, in a manner that threatens the security or functionality of the Uncoil Application, or for any purpose or in any manner not expressly permitted in this Agreement;
  17. use the Uncoil Application to create, collect, transmit, store, use or process any Customer Data:
  18. that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
  19. that Customer does not have the lawful right to create, collect, transmit, store, use or process;
  20. that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); 
  21. Modify the Uncoil Application;
  22. reverse engineer, de-compile or disassemble the Uncoil Application;
  23. remove or obscure any proprietary notices or labels on the Uncoil Application, including brand, copyright, trademark and patent or patent pending notices;
  24. access or use the Uncoil Application for the purpose of building a similar or competitive product or service; or
  25. perform any vulnerability, penetration or similar testing of the Uncoil Application.
  26. Suspension of Access; Scheduled Downtime; Modifications.  Uncoil may, at its discretion:
  27. suspend Customer’s access to or use of the Uncoil Application or any component thereof:
  28. for scheduled maintenance;
  29. if Customer or any User violates any provision of this Agreement; or
  30. to address any emergency security concerns; and
  31. Modify the Uncoil Application. 
  32. Customer is required to accept all patches, bug fixes and updates made by or on behalf of Uncoil to the Uncoil Application.
  33. Ownership; Reservation of Rights
  34. Customer retains all ownership and intellectual property rights in and to Customer Data. Customer grants to Uncoil a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to use, process and transmit Customer Data to provide the Uncoil Services. Uncoil may collect and analyze data and other information relating to the provision, use and performance of the  Uncoil Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and during and after the Term of this Agreement, Uncoil may[: (i)] use such data and information to improve and enhance the  Uncoil Services and for other development, diagnostic and corrective purposes in connection with the Uncoil Services and other Uncoil offerings; and (ii) disclose such data solely in aggregated or other de-identified form in connection with its business.
  35. Uncoil or its licensors retain all ownership and intellectual property rights in and to: (i) the Uncoil Services; (ii) anything developed or delivered by or on behalf of Uncoil under this Agreement; and (iii) any Modifications to the foregoing (i) and (ii).
  36. All rights not expressly granted by Uncoil to Customer under this Agreement are reserved.
  37. Privacy

Customer agrees (on Customer’s behalf and on behalf of each User) to Uncoil’s access, use, collection, storage and disclosure of Customer’s and each User’s Personal Information for the purposes authorized under this Agreement. Customer understands that Personal Information, including the Personal Information of Users, will be treated in accordance with Uncoil’s privacy policy located at https://uncoil.ai/privacy-policy/ (the “Privacy Policy”).

  1. Customer User Account
  2. Upon Customer’s request, Uncoil will issue an account (a “Customer User Account”) to Customer for use by individuals who are employees or contractors of Customer that Customer wishes to have access to and use of the Uncoil Application (each, a “User”). Customer will ensure that Users only use the Uncoil Application through the Customer User Account. Customer will not allow any Users to share the Customer User Account with any other person. Customer will promptly notify Uncoil of any actual or suspected unauthorized use of the Uncoil Application. Uncoil reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose.
  3. Support

Customer will generally have access to Uncoil’s technical support from 9:00 AM to 5:00 PM Pacific Time Monday to Friday through email at support@uncoil.ai, or through the chat function on the Website.  

  1. Confidential Information
  2. Definitions.  For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” means information marked or otherwise identified in writing by a Party as proprietary or confidential, or information that, under the circumstances surrounding the disclosure, the Recipient should recognize as being confidential; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations. 
  3. Confidentiality Covenants.  Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will take reasonable precautions to safeguard the other Party’s Confidential Information.  Those precautions will be at least as great as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
  4. Exceptions to Confidentiality.  Notwithstanding Section 7(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or (iii) in the case of Uncoil, to potential assignees, acquirers or successors of Uncoil if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Uncoil.
  5. Warranty; Disclaimer; Indemnity
  6. Customer Warranty.  Customer represents and warrants to, and covenants with Uncoil that the Customer Data will: (i) with respect to Personal Information, only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable Uncoil to provide the Uncoil Application, including with respect to the collection, storage, access, use, disclosure and transmission of Personal Information, including by or to Uncoil and to or from all applicable third parties; (ii) with respect to other data, only contain data which the Customer has the right to access, use and exploit, including in accordance with the any applicable third party terms applicable to third party sites and services.  
  7. GENERAL DISCLAIMER.  UNCOIL DOES NOT WARRANT THAT THE UNCOIL APPLICATION WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE UNCOIL APPLICATION.  EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE UNCOIL APPLICATION (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY UNCOIL TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
  8. TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNCOIL HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.  WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, UNCOIL EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE UNCOIL APPLICATION (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.  
  9. Indemnity. Customer will defend, indemnify and hold harmless Uncoil, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third party (including Users) liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) Customer Data; (ii) Customer’s breach of any of Customer’s obligations, representations or warranties under this Agreement; or (iii) use of the Uncoil Application  (or any part thereof) by Customer or any User in combination with any third party software, application or service. Customer will fully cooperate with Uncoil in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Uncoil.  
  10. Limitation of Liabilities

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

  1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL UNCOIL BE LIABLE TO CUSTOMER OR ANY USER FOR ANY: (I) DIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
  2. Term and Termination
  3. Term.  This Agreement will commence on the Effective Date and continue to be in effect until terminated in accordance with its terms (the “Term”).
  4. Termination. Either Party may terminate this Agreement for any reason at any time by providing written notice or by discontinuing provision of or receipt of the Uncoil Services, as the case may be.
  5. Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership; Reservation of Rights), Section 4 (Privacy), Section 8 (Confidential Information), Section 9 (Warranty; Disclaimer; Indemnity), Section 9 (Limitation of Liabilities), Section 10(c) (Survival), and Section 11 (General Provisions).
  6. General Provisions
  7. Notices.  Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be in writing and sent: (i) if to Uncoil, to the current address under “Contact” on Uncoil’s web site and (ii) if to Customer, to the current postal or email address that Uncoil has on file with respect to Customer.
  8. Assignment.  Customer will not assign this Agreement to any third party without Uncoil’s prior written consent.  Uncoil may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. Any assignment in violation of this Section will be void. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
  9. Choice of Law.  This Agreement and any action related thereto will be governed by and construed in accordance with the substantive laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles.  The Parties will initiate any lawsuits in connection with this Agreement in Vancouver, British Columbia, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein.  The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent Uncoil from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
  10. Export Restrictions.  Customer will comply with all export laws and regulations that may apply to its access to or use of the Uncoil Application.
  11. Construction.  Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative.  The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of Uncoil in this Agreement means the right of Uncoil to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to Customer.
  12. Force Majeure.  Neither Party will be liable for delays caused by any event or circumstances beyond Uncoil’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Uncoil’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites.
  13. Severability.  Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
  14. Waiver.  A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
  15. Independent Contractors.  Uncoil’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other.  Neither Party will have, and will not represent to any third party that it has, any authority to act on behalf of the other Party.
  16. Entire Agreement.  This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral.
  17. Amendments.  Subject to the following sentence, no amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, UNCOIL MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY: (I) GIVING CUSTOMER PRIOR NOTICE OF SUCH AMENDMENT; OR (II) POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY UNCOIL, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER).
  18. English Language.  It is the express wish of the Parties that this Agreement and all related documents be drawn up in English.  C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.