Terms of Service

Please read the following Terms of Service (“Terms”) carefully. These Terms set forth legally binding terms and conditions between You and Cofactr Inc (“Cofactr”, “We”, “Our” or “Us”) that govern Your access to and use of the Services.

By accessing or using the Services, You agree to be bound by these Terms and all additional terms incorporated by reference. If You do not agree to any portion of these Terms, do not access or use the Services. If You are entering these Terms not as an individual but on behalf of Your company or other entity for which You are acting, “You” means Your entity and You are binding Your company or entity to these Terms.

1.     DEFINITIONS

1.1.   Authorized Users” means the specific individuals whom You designate to use the applicable Services. Authorized Users may be You or Your employees, representatives, contractors, or other third parties acting on Your behalf. 

1.2.   “Cofactr Services Content” means any materials, documents, recommendations, reports, images, graphics, logos, design, audio, video, and any other information provided from or on the Services. 

1.3.   Services” means: (i) the Website at cofactr.com; (ii) the Web-based application; (iii) any Application Programming Interface (API); (iv) and any other electronic or digital products, applications, or plugins made available by Cofactr.

1.4.   User Services Data” means any and all data, information, and materials that are uploaded by You or on behalf of You or that are accessed by Cofactr in connection with Your use of the Services, including but not limited to, circuit board design files and materials data.

1.5.   User Submissions” means any submission of feedback, questions, comments, and suggestions to Cofactr. User Submissions does not include User Services Data.

2.     ADDITIONAL TERMS. Certain features of the Services may be subject to additional guidelines, terms, rules or policies, which will be posted in connection with such features, including, but not limited to, the Manufacturing Supply Agreement [hyperlink] and the Enterprise Partnership Agreement, if applicable. All such additional guidelines, terms, rules and policies are incorporated by reference into, and made a part of, these Terms. The terms of these Terms of Use (not including those items incorporated by reference) shall control and supersede any additional guidelines, terms, rules, and policies, including any terms of a Manufacturing Supply Agreement or Enterprise Partnership Agreement, unless Cofactr expressly agrees to modify any term in these Terms of Use in an Enterprise Partnership Agreement.

3.     USE AND RESTRICTIONS

3.1.   Subject to these Terms, Cofactr grants You and Your Authorized Users a non-transferable, non-exclusive, revocable, personal, limited license to use and access the Services. The rights granted to You in these Terms are subject to the restrictions in these Terms.

3.2.   Neither the Terms nor the rights or licenses granted hereunder are assignable or transferable by You without the express prior written consent of Cofactr.

3.3.   You represent and warrant that Your use of the Services will comply with all applicable laws and regulations. You are responsible for determining whether the Services are suitable for You to use.

3.4.   You are prohibited from using the Services: (i) for any unlawful purpose or to solicit others to perform or participate in any unlawful acts; (ii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iii) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (iv) to cause or launch any programs, spiders, robots, or scripts or other automatic or manual devices or processes for the purpose of extracting, scraping, indexing, surveying, or otherwise data mining any portion of the Services, or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; (v) to reproduce, adapt, or create derivative works of any part of the Services; (vi) incorporate the Services into a product or service You provide (unless there is a valid Enterprise Partnership Agreement in place between You and Cofactr); (vii) for competitive analysis or to build competitive products; (viii) to attempt to gain unauthorized access to or impair any aspect of the Services, or the related systems, servers, or networks; (ix) for resale, time-sharing or other similar purposes; (x) to stalk, harass or harm another individual; (xi) to impersonate any person or entity, or otherwise misrepresent Your affiliation with any person or entity; (xii) to use any portion of the Services in any manner that may give a false or misleading impression, attribution or statement as to Us or any other person or entity; or (xiii) to decompile, reverse engineer, jeopardize the correct functioning of the Services, disassemble the Services, or otherwise attempt to derive the source code of the software that enables or underlies the Services, except as may be permitted by applicable law.

3.5.   You are solely responsible for ensuring that Your systems meet the hardware, software, and technical requirements for the Services as specified. Cofactr will have no obligations or responsibility under these Terms for issues caused by Your use of any third-party hardware or software not provided by Cofactr.

3.6.   Unless there is a valid Enterprise Partnership Agreement in place between You and Cofactr, You acknowledge and agree that the Cofactr Services Content may be used for Your internal engineering purposes only. You are prohibited from sharing Cofactr Services Content with any third party, including, but not limited to, Your customers or suppliers, without Cofactr’s express prior written consent, to be withheld in Our sole discretion.

3.7.   If Your use of the Services involves access to an API provided by Cofactr, You agree to abide by all request rate limits as specified in the Enterprise partnership Agreement. These Terms do not provide You with a Service Level Agreement (SLA) or uptime guarantees. Any such SLA or uptime guarantee is identified in the applicable Enterprise Partnership Agreement.

3.8.   You acknowledge and understand that the Services may be programmed to track the number of deployed copies, authorized devices, Authorized Users, and other usage related data, and You consent to such tracking and shall not engage in any activity designed to circumvent or obstruct, or which has the effect of circumventing or obstructing, the tracking capabilities.

3.9.   Cofactr reserves the right, at any time, to modify, suspend, or discontinue the Services or Cofactr Services Content (in whole or in part) with or without notice to You. You agree that Cofactr will not be liable to You or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.

4.     CONVENIENCE AND INFORMATION. The Services are provided to You as a convenience and for Your information only. Your use of the Services is at Your own risk. Cofactr does not warrant or represent that: (i) Cofactr Services Content is accurate or complete; (ii) the Cofactr Services Content is up-to-date, available, or current; (iii) Cofactr has any obligation to update any Cofactr Services Content; (iv) the Cofactr Services Content is free from technical inaccuracies or programming or typographical errors; (v) the Cofactr Services Content is free from changes caused by a third party; (vi) Your access to the Services will be free from interruptions, errors, computer viruses or other harmful components; or (vii) any information obtained in response to questions asked through the Services is accurate or complete. You are solely responsible for Your reliance on Cofactr Services Content and agree that Cofactr will have no responsibility for any such reliance.

5.     ACCOUNTS

5.1.   In order to use certain features of the Services, You may need to register for an account and provide certain information about You and Your Authorized Users (an “Account”). If an Account is created, You and Your Authorized Users represent and warrant that all information submitted to Cofactr is true, accurate, complete, up-to-date, and solely Yours or Your Authorized Users. If any information changes, You and Your Authorized Users must update it promptly. Cofactr is not responsible for verifying Account information.

5.2.   You and Your Authorized Users are responsible for maintaining the confidentiality of Account login information and are fully responsible for all activities that occur under Your Accounts. You agree to immediately notify Cofactr of any actual or suspected unauthorized use of Your Account or any other breach of security at the contact information provided at the end of these Terms. You are prohibited from sharing Your Account credentials outside of Your organization.

5.3.   Cofactr reserves the right to implement seat based licensing at any point in time at which point You must restrict use of Your Account to a single named user.

5.4.   Cofactr cannot and will not be liable for any loss or damage arising from You or Your Authorized Users’ failure to comply with these requirements.

6.     AUTHORIZED USERS. Only Authorized Users may access and use the Services. You are responsible for compliance with these Terms by all Authorized Users and for all for all fees incurred by Authorized Users. You are solely responsible for the actions of your Authorized Users while using the Services.

7.     USER SERVICES DATA 

7.1.   You are responsible for the accuracy, validity, legality, and completeness or all User Services Data shared with Cofactr. You represent and warrant that You have obtained all required consents, provided all notices, and obtained all licenses required under applicable law and contract in relation to the User Services Data. 

7.2.   You shall retain all right, title, and interest in and to the User Services Data You submit to Cofactr in the course of using the Services. You represent and warrant that: (i) You own or have otherwise obtained all necessary rights, releases, and permissions to submit all Your User Cofactr Services Content to the Services and to grant the rights granted to Us in these Terms; and (ii) Your User Services Data and its submission and use as You authorize in these Terms will not violate any applicable law, any third-party intellectual property, privacy, publicity, or other rights, or any of Your policies or terms governing Your User Services Data. You will secure and maintain all rights in the User Services Data necessary for Us to provide the Services to You. 

7.3.   You are solely responsible for retaining and/or backing up all User Services Data uploaded to the Services. Cofactr shall have no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of User Services Data uploaded to the Services. 

8.     THIRD PARTY RELATIONSHIPS. You are prohibited from using the Services on behalf of a third party for reselling purposes unless You have entered into an Enterprise Partnership Agreement with Cofactr. This limitation does not limit Your ability to resell items purchased from this Services. 

9.     PRODUCTS AND PRICING. You acknowledge that any quoted prices or lead times displayed to You on the Services are just estimates and not binding until an order is placed. All prices are subject to change without notice. Cofactr reserves the right, but it not obligated, to limit sales to any person, by any quantity, and to any geographic region or jurisdiction. 

10.  PAYMENTS. We use an independent third-party service provider to process Your payments. We do not process Your payment, but instead transfer You to our third-party payment processor through which all transactions are processed. Our payment processor may have privacy and data collection practices that are different from ours. You release Us from any damages that You may incur, and agree not to assert any claims against Us, arising from Your payment through our third-party payment processor. By providing Your payment method, You authorize our third party payment processor to charge Your payment method, and represent the payment information You provide is true and accurate. If Your payment method cannot be authorized or is otherwise in error, We may suspend or cancel Your purchase. In the event of such failure of Your payment method, We may take reasonable steps to retry Your payment method. We may contact You to reconfirm or update Your payment method. We are not responsible for any fees that You may incur when charging or retrying Your payment method, including but not limited to, overdraft fees. 

11.  USER SUBMISSIONS. You are solely responsible for Your User Submissions and assume all risks associated with the use of Your User Submissions, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of Your User Submissions that personally identifies You or a third party. Cofactr cannot guarantee any confidentiality with respect to any User Submissions. We reserve the right (but have no obligation) to review any User Submissions, and to investigate and/or take appropriate action against You in our sole discretion if You violate these Terms or otherwise create liability for Us or any other person. Such action may include removing or modifying Your User Submissions, suspending or terminating Your Account, and/or reporting You to law enforcement authorities. You hereby grant (and You represent and warrant that You have the right to grant) to Cofactr an irrevocable, non-exclusive, royalty-free, and fully-paid license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit Your User Submissions in any manner Cofactr deems appropriate. You agree that You will not submit to Cofactr any Users Submissions that You consider to be confidential or proprietary.

12.  PUBLICITY RIGHTS. You acknowledge and agree that Cofactr may publicly identity You as a customer in Our promotional materials. We will promptly stop doing so upon Your request sent to legal@cofactr.com.

13.  INTELLECTUAL PROPERTY AND PROPRIETARY INFORMATION. You are prohibited from removing or obscuring any proprietary, intellectual property, or other notices contained in the Services. Excluding any User Services Data that You may provide, You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, trade secrets, or other proprietary rights embodied in the Services and Cofactr Services Content are owned by Cofactr. Neither these Terms, nor Your access to the Services, transfers to You or any third party any rights, title or interest in or to such intellectual property rights. Cofactr reserves all rights not expressly granted in these Terms. There are no implied licenses granted under these Terms.

14.  NO WARRANTIES. THE SERVICES AND SERVICES CONTENT ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COFACTR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES OR SERVICES CONTENT WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES OR SERVICES CONTENT, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.   

15.  INDEMNIFICATION. You agree indemnify, and hold harmless Cofactr (and its employees, service providers, affiliates, subsidiaries, parents, and agents) from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses, and costs (including costs and reasonable attorneys’ fees) assessed or incurred by Us, directly or indirectly, with respect to or arising out of: (i) Your use of the Services; (ii) Your violation of these Terms; (iii) Your violation of applicable laws or regulations; (iv) Your User Submissions; or (v) Your willful misconduct. Cofactr reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Us, and You agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Cofactr. Cofactr will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.

16.  LIMITATION OF LIABILITY

16.1.    TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COFACTR BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR SERVICES CONTENT, EVEN IF COFACTR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES AND SERVICES CONTENT IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR BUSINESS, OR LOSS OF DATA RESULTING THEREFROM.

16.2.    TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COFACTR’S LIABILITY FOR ANY DIRECT DAMAGES ARISING FROM OR RELATED TO THESE TERMS, THE SERVICES, AND THE SERVICES CONTENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY ($50) Dollars.

16.3.    SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.   

17.  COPYRIGHT COMPLAINTS

17.1.    If You believe that another user of the Services is unlawfully infringing copyrighted material(s), and wish to have the allegedly infringing material(s) removed, You must provide notice to our Copyright Agent at legal@cofactr.com Please ensure that Your notice includes: (i) identification of the copyrighted work(s) claimed to have been infringed; (ii) identification of the supposedly infringing material that is to be removed; (iii) information reasonably sufficient to permit Us to locate the material on the Services; (iv) Your address, telephone number, or email address; (v) a statement that You have a good faith belief that use of the material is in fact infringing and/or not authorized by the copyright owner, its agent, or the law; (vi) a statement that, under penalty of perjury, the information in the notification is accurate and where relevant You are authorized to act on behalf of the copyright owner; and (vii) Your physical or electronic signature. 

17.2.    A provider of content subject to a claim of infringement may make a counter-notification. To file a counter-notification with Us, please provide our Copyright Agent a notice containing the following: (i) identification of the supposedly infringing material that is to be removed; (ii) a statement that, under penalty of perjury, You have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; (iii) Your name, address, and telephone number, and a statement that You consent to the jurisdiction of the Federal District Court for the judicial district in which Your postal address is located, and that You will accept service of process from the party who submitted the infringement notification or his, her, or its principal or agent; and (iv) the signature, physical or electronic, of You or a person authorized to act on Your behalf.

17.3.    We will promptly provide the party that provided the notice of claimed infringement with a copy of the counter-notification, and inform the complaining party that We restore the removed or disabled content within ten (10) business days. If We do not receive notice that a lawsuit has been filed within ten (10) business days after We provide notice of the counter-notification, We will restore the removed or disabled materials. Until that time, the materials will remain removed or disabled. Before filing a copyright notification with Us, make a careful determination as to whether or not the use of the material at issue is or may be protected by the “fair use” doctrine. You could potentially be held liable for costs and attorneys’ fees should You file a takedown notice where there is no infringing use. If You are unsure whether there is infringement, it may be advisable to seek legal counsel.

18.  TERMINATION. These Terms will remain in full force and effect while You use and access the Services. We may suspend or terminate Your right to use the Services (including Your Account, if any) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of Your rights under these Terms, Your Account and right to access and use the Services will terminate immediately. You understand that any termination of Your Account may involve permanent deletion of Your User Services Data associated with Your Account. Cofactr will not have any liability whatsoever to You for any termination of Your rights under these Terms, including for termination of Your Account or deletion of Your User Services Data.

19.  GOVERNING LAW AND JURISDICTION. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, these Terms that cannot be resolved amicably will be subject to the exclusive jurisdiction of the state and federal courts located in the State of New York, county of Kings. You willingly and expressly agrees that any dispute under these Terms must be brought in a court located in Kings County, New York, and by these Terms, You submit to and unconditionally accept the jurisdiction of those courts.

20.  AGE RESTRICTION. You affirm that You are at least eighteen (18) years of age, or an emancipated minor, and are fully able and competent to enter into these Terms, and abide by and comply with these Terms. 

21.  PRIVACY. Cofactr collects and uses personal information about You when You access and use the Services in accordance with its Privacy Policy [hyperlink].

22.  ELECTRONIC COMMUNICATIONS. By using the Services, You consent to receive electronic communications from Cofactr unless You follow applicable opt-out procedures. Cofactr will communicate with You by email or by posting notices on the Services. You agree that all agreements, notices, disclosures and other communications that We provide to You electronically satisfy any legal requirement that such communication be in writing.

23.  THIRD PARTY LINKS. The Services may include links content provided by third parties (“Third Party Content”). Third Party Content is provided for Your convenience and information only. Third Party Content is not under the control of Cofactr and Cofactr is not responsible for any Third Party Content. The inclusion of Third Party Content does not imply endorsement, affiliation, partnership, or sponsorship by Cofactr. Use of any Third Party Content is at Your own risk.

24.  LOCAL LAWS. Cofactr makes no representation that the Services are appropriate or available for use in jurisdictions outside the United States. Access to the Services from jurisdictions where such access is illegal is prohibited. If You choose to access the Services from other jurisdictions, You do so at Your own risk and are responsible for compliance with applicable local laws. The Services may be subject to United States export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any United States technical data acquired from the Services, or any products utilizing such data, in violation of the United States export laws or regulations.

25.  MISCELLANEOUS. These Terms constitute the entire agreement between You and Cofactr regarding the Services. Our failure to exercise or enforce any right or provision of these Terns shall not operate as a waiver of such right or provision. The section titles in the Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. 

26.  CHANGES. Cofactr may revise these Terms or the Services, or stop providing the Services at any time and without notice to You. Cofactr encourages You to review these Terms frequently (the date of the most recent revision to these Terms appears at the top of these Terms). Your continued access or use of the Services after such posting constitutes Your consent to be bound by the Terms, as amended. 

27.  CONTACT. For questions on these Terms, please contact Us at legal@cofactr.com

Updated on July 22, 2021