UNCOIL INC. SERVICE TERMS
These Terms of Service were last updated on January 19, 2021.
These Terms of Service (“Terms”), help define the relationship between you and Uncoil. Broadly speaking, we permit you to use our services if you agree to follow these terms, which reflect how Uncoil’s business works. When we speak of “Uncoil,” “we,” “us,” and “our,” we mean Uncoil Inc. and its affiliates.
Understanding these terms is important because by using our services, you agree to these terms (the “Agreement”). If these Terms are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to our services following the posting of any changes constitutes acceptance of those changes.
Uncoil’s services are provided by, and you’re contracting with:
Uncoil Inc.organised under the laws of the Province of British Columbia, Canada, and operating under the laws of Canada.
313 Bernard Avenue
Kelowna, BC V1Y 6N6
By using the services we provide, you acknowledge that you have read and accept and agree 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 4 - General Terms. You further acknowledge the services provided may be offered on a trial or beta-testing, no-charge basis, and the terms set out herein are appropriate for such an offering. If you do not accept nor agree to be bound by this agreement, you will immediately cease any further use of the service. You represent and warrant that you have the capacity to enter into this legally binding agreement. If you are using the service on behalf of another person, you hereby represent and warrant that you have the authority to enter into this agreement on their behalf.
SECTION 1 - DEFINITIONS
- Account means a unique Shopify account created for You to access Our Service or parts of Our Service.
- “Application” or “App” (referred to as either “Uncoil EZ-LTV” or “Uncoil Classic”), means the web-based platform hosted on this Site, and the Application and its associated software Merchants have installed to power their Shopify® store. The term “Application” includes the Uncoil Software and Technical Support Services.
- “Customer” means You, the User accessing, using, downloading, installing or otherwise accessing our Services.
- “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 Application, whether directly or through Uncoil’s application programming interfaces (APIs) used with third-party sites or service providers.
- “Customer User Account” means a unique Uncoil account issued for use by individuals who are employees or contractors of the Customer that the Customer wishes to have access to and use of the Application (each, a “User”).
- “Company” refers to Uncoil Inc., 313 Bernard Avenue Kelowna, BC V1Y 6N6, Canada.
- “Country” refers to British Columbia, Canada.
- “Device” means any device that can access the Service such as a computer, a cellphone or a digital tablet.
- “Modifications” means modifications, improvements, customisations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
- “Personal Information” means information about an identifiable individual.
- “Recipient” has the meaning set out in Section 21.
- “Service” and “Services” refers to the Application.
- “Technical Support Services” means the support services described in Section 20.
- “Term” has the meaning set out in Section 16.
- “Uncoil Software” means software utilised by Uncoil to provide the Application, and any updates provided as part of the Application.
- “User” has the meaning set out in Section 3.
- “Website” means any websites used by Uncoil to provide the Application, including the website located at https://uncoil.ai/.
SECTION 2 - APPLICATION
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us consent to allow any of your minor dependents to use this site.
You may not use our Service for any illegal or unauthorized purpose, nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
A breach or violation of any of the Terms will result in an immediate termination of Services and may be subject to legal action.
SECTION 3 - PROVISIONING OF THE APPLICATION
Upon your request, Uncoil will issue an account (a “Customer User Account”) to you for use by individuals who are employees or contractors of yours that you wish to have access to and use of the Application (each, a “User”). You will ensure that Users only use the Application through the Customer User Account. You will not allow any Users to share the Customer User Account with any other person. You will promptly notify Uncoil of any actual or suspected unauthorized use of our Services. We reserve the right to suspend, deactivate, or replace the Customer User Account if we determine that the Customer User Account may have been used for an unauthorised purpose.
SECTION 4 - GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You acknowledge and agree that you are responsible for the compliance by all Users within this Agreement, any guidelines and policies published by Uncoil from time to time, and the activities of within the Application. Without limiting the generality of any of the foregoing, you must not itself, and will not permit others to:
- reproduce, duplicate, copy, sell, resell, sub-license, rent, lend, lease, distribute or exploit any portion of the Service, use of the Service, or access to the Service or any intellectual property rights therein or otherwise that would make the Application available to others without express written permission by Uncoil;
- sub-license, sell, rent, lend, lease or distribute the Application or use the Application to permit timesharing, service bureau use or commercially exploit the Application;
- use or access the Application in violation of any applicable law or intellectual property right, in a manner that threatens the security or functionality of the Application, or for any purpose or in any manner not expressly permitted in this Agreement;
- use the Application to create, collect, transmit, store, use or process any Customer Data:
- that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
- That you do not have the lawful right to create, collect, transmit, store, use or process;
- 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);
- Modify the Application;
- reverse engineer, decompile or disassemble the Application;
- remove or obscure any proprietary notices or labels on the Application, including brand, copyright, trademark and patent or patent pending notices;
- access or use the Application with intent to build a similar or competitive product or service; or
- perform any vulnerability, penetration or similar testing of the Application.
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, either your or Uncoil, 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 website and (ii) if to you, to the current postal or email address that we have on file.
Assignment. You will not assign this Agreement to any third-party without Uncoil’s prior written consent. We may assign this Agreement or any rights under this Agreement to any third-party without your 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.
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.
Export Restrictions. You will comply with all export laws and regulations that may apply to its access to or use of the Application.
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 you.
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.
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.
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.
Independent Contractors. Uncoil’s relationship to you 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.
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.
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 THE 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 THE CUSTOMER OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER).
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.
SECTION 5 - SUSPENSION OF ACCESS; SCHEDULED DOWNTIME AND MODIFICATIONS
Uncoil may, at its discretion:
- suspend your access to or use of the Application or any component thereof:
- for scheduled maintenance;
- if you or any User violates any provision of this Agreement; or
- to address any emergency security concerns; and
- Modify the Application.
You are required to accept all patches, bug fixes and updates made by or on behalf of Uncoil to the Application.
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 6 - OWNERSHIP; RESERVATION OF RIGHTS
You retain all ownership and intellectual property rights in and to Customer Data. You grant 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 another de-identified form in connection with its business.
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).
All rights not expressly granted by Uncoil to you under this Agreement are reserved.
SECTION 7 - PRIVACY
SECTION 8 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
SECTION 9 - THIRD-PARTY CONTENT
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. You are required to review this content carefully and follow the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 10 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you sends certain specific submissions (for example contest entries) or without a request from us you sends creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agrees that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than your, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 11 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, inclusive of the General Conditions, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 12 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
Customer Warranty. You 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 you have 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 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 you have the right to access, use and exploit, including in accordance with the any applicable third party terms applicable to third party sites and services.
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time Uncoil may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by Uncoil) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Uncoil Inc., its directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 13 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have been provisioned access to the Services).
Uncoil undertakes no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website should be taken to indicate that all information in the Service or on any related website has been modified or updated.
The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site
SECTION 14 - INDEMNIFICATION
You agrees to indemnify, defend and hold harmless Uncoil Inc. and its parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
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:
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL UNCOIL BE LIABLE TO THE 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.
SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 - TERM AND TERMINATION
Term. This Agreement will commence on the Effective Date and continue to be in effect until terminated in accordance with its terms (the “Term”).
Termination. Either Party may terminate this Agreement for any reason at any time by providing written notice or by discontinuing the provision of or receipt of the Uncoil Services, as the case may be.
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 4 (Ownership; Reservation Of Rights), Section 7 (Privacy), Section 21 (Confidential Information), Section 9 (Warranty; Disclaimer; Indemnity), Section 12 (Disclaimer Of Warranties; Limitation Of Liability), Section 16 (Term And Termination; Survival), And Section 11 (General Conditions).
SECTION 17 - ENTIRE AGREEMENT
The failure of Uncoil to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by Uncoil on this site or in respect to The Service constitutes the entire agreement and understanding between you and Uncoil and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and Uncoil (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 19 - CHANGES TO TERMS OF SERVICE
The most current version of the Terms of Service may be reviewed on this page at any time.
Uncoil reserves the right, at its sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check the website periodically for changes. Your continued use of or access to the website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 - CONTACT INFORMATION
Questions about the Terms of Service, or inquiries for technical support may be sent to us at firstname.lastname@example.org or using the chat function available through our website. You will generally have access to Uncoil’s technical support from 9:00 AM to 5:00 PM Pacific Time Monday to Friday.
SECTION 21 - CONFIDENTIAL INFORMATION
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 recognise 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.
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.
Exceptions to Confidentiality. 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.