Welcome to CoolaData! The following terms and conditions (the “Terms”) govern (a) your access to, and use of, www.cooladata.com (together with its sub-domains, content and services, the “Site“); and (b) your access to, and use of, the CoolaData software-as-a-service analytics platform and related code, documentation, features, and services, as well as any fixes, updates or upgrades thereto (collectively, the “Solution“). Therefore, please read these Terms carefully since they set out the legal rights and obligations between you and CoolaData Ltd. (together with our respective affiliates and subsidiaries, “CoolaData“, “we“, “our” or “us“) with respect to the subject matter hereof. In these Terms, references to the “Service” shall include both the Site and the Solution.
1. Background. The Site is intended for informational purposes only, although it does allow you to be in contact with us. We make the Solution available to our customers (each, a “Customer“) who would like to better understand their end users (each, an “End User“). The Solution processes and unifies data collected by the Customer about the online behavior and actions of the Customer’s End Users (“Data“) on or from different Customer or third-party sources that are linked to the Customer’s Account (defined below), such as, but not limited to, blogs, events, social feeds, logs, web pages and applications (each, a “Property“). It is the Customer (as the data controller) and not CoolaData (as the data processor) that decides and instructs, in its discretion, what Data will be collected and made available to and via the Solution, and CoolaData only processes Data in accordance with such decisions and instructions. The Solution then analyzes and converts such Data into usable business data, by producing reports for our Customers about the activities, characteristics, interactions and preferences of their End Users (“Report(s)“).
2. Modification. We reserve the right, at our discretion, to modify these Terms at any time. Such modification(s) will be effective ten (10) days following posting of the modified Terms on the Site (the modified Terms will not be posted on or via the Solution), and your use of any part of the Service thereafter means that you accept those modifications. We therefore encourage you to check the Site regularly to see the most current Terms.
4. Licenses and Restrictions.
4.1. License to the Site. CoolaData hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Site and Site Content (as defined below), provided that you comply with these Term and the same restrictions and conditions set forth (with respect to the Solution) in Section 4.2 subparagraphs (i) – (viii).
4.2. License to Solution. Subject to your becoming a Customer and your compliance with these Terms, during the corresponding subscription period CoolaData hereby grants you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable (a) right to remotely access and use the Solution to view and download the Reports made available on your Account; and (b) license to copy, use, install and embed the Solution’s analytics tracking code (the “Tracking Code“, which is part of the Solution) solely as necessary for you to use the Solution with respect to a Property. (The right and license granted under subparagraphs (a) and (b) shall be referred to collectively as, the “License“.) As a condition to the License you agree not to (and shall not allow any third party to):
(i) Copy, distribute, broadcast, rent, lease, lend, use for timesharing or service-bureau services, export, modify, adapt, translate, enhance, customize, or otherwise create derivative works of, the Solution or any part thereof;
(ii) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of, the Solution or any part thereof, except as expressly permitted by the law in effect in the jurisdiction in which you are located;
(iii) Remove or distort any proprietary notices, labels or legends on or in the Solution (including when you download or print a copy of the Site Content);
(iv) Use any automated means to access or use the Solution, nor circumvent or disable any security or technological features of the Solution;
(v) Use, send, upload, post, transmit or introduce any device, code, routine or other item (including without limitation bots, viruses, worms, and Trojan horses) that interferes (or attempts to interfere) with the operation or integrity of the Solution, nor any content that is unlawful, infringing, defamatory, deceptive, obscene fraudulent, harassing, pornographic, or abusive;
(vi) Use the Solution to design or develop any competing product or service that competes with the Solution, nor use the Solution for any unlawful or fraudulent purpose, to breach these Terms, or infringe or misappropriate any third party intellectual property, privacy, or publicity right;
(vii) Take any action that imposes or may impose, as determined in CoolaData’s sole discretion, a disproportionately large load of incoming requests on the Solution infrastructure;
(viii) Violate or abuse password protections governing access to the Solution;
(ix) Publicly disclose the results of any Solution benchmark (or similar comparison) test, without the express prior written approval of CoolaData;
(x) Use the Solution in connection with any Property labeled or described as for “Kids” or “Children”, or that is otherwise directed at children under the age of 13 (including when you should have been aware of this);
(xi) Use the Solution in a manner inconsistent with its then-current documentation; or
(xii) Use data labeled as belonging to a third party in the Solution for purposes other than generating, viewing, and downloading Reports.
4.4. License to User Material. The Site may permit posting, uploading, submitting, or distributing any information, data, code, scripts, databases, music, audio, video, image, text, digital file, message, and/or comment in connection with the Site (collectively, “User Material“). You hereby grant CoolaData a royalty-free, fully-paid, non-exclusive, irrevocable, sublicensable, transferrable, perpetual, and worldwide license to use, reproduce, modify, distribute, perform, display, make derivative works of, and otherwise fully exploit, such User Material (or any portion thereof) and you hereby waive any moral rights in your User Material, to the extent permitted by law. You also hereby grant each user of the Site or other viewer or user of the User Material a non-exclusive, perpetual license to use, reproduce, distribute, make derivative works of, display, and perform such User Material, all in accordance with these Terms.
4.5. License to Feedback. If you contact us with feedback data (e.g., questions, comments, suggestions or the like) about the Service (“Feedback”), you hereby grant to CoolaData a royalty-free, fully-paid, non-exclusive, irrevocable, sublicensable, transferrable, perpetual, and worldwide license to use, reproduce, modify, perform, create derivative works from, distribute, display, and otherwise fully exploit any such Feedback (or any portion thereof) in any manner and for any purpose.
4.6 Service Level Agreement. CoolaData shall provide Customer in a timely manner with ongoing maintenance and support services (“Support Services”) relating to the Solution that CoolaData may make generally available to its customers, which shall comprise reasonable commercial efforts.
5. Payment. Your access to and use of the Solution (including your Account) is subject to your up-front and timely payment in full of all subscription fees, taxes and similar charges set forth in the then-current order form that you have entered into with CoolaData for your use of the Solution, which order form shall also contain the applicable payment terms and conditions (the “Order Form“). We may permit you to create an Account and become a Customer on a limited free-trial basis, but such free trial is subject to the conditions, restrictions and obligations that we impose. CoolaData reserves the right in its absolute discretion to modify, cancel and/or limit the free trial at any time. For the avoidance of doubt, these Terms are still binding on you during a free trial.
6.1. General. All rights not expressly granted under these Terms are hereby reserved by CoolaData and/or its licensors. Furthermore, the rights granted from CoolaData to you under these Terms shall terminate immediately upon the earlier of the termination of these Terms (as described in Section 12 below) or your breach of any provision of these Terms.
6.2. Solution. All rights, title and interest in and to the Solution, including all reproductions, corrections, modifications, customizations, enhancements and improvements thereof, as well as all related patent rights, copyrights, trade secrets, trademarks, service marks, and goodwill, are and shall remain the sole and exclusive property of CoolaData and/or its licensors.
6.3. Site. The content on the Site, including without limitation, the text, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the “Site Content“) and the trademarks, service marks and logos contained therein (the “Site Marks“), are and shall remain the sole and exclusive property of CoolaData and/or its licensors, and may be protected by applicable copyright or other intellectual property laws and treaties. “CoolaData”, the CoolaData logo, and other marks are Site Marks of CoolaData or its affiliates. All other trademarks, service marks, and logos used on the Service are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Service and the Site Content.
6.4. Data and Reports. As a Customer, all rights, title and interest in and to the Data and Reports linked to your Account are and shall remain your sole and exclusive property.
7. Confidentiality. Both CoolaData and you may have access to certain non-public and/or proprietary information of the other, in any form or media, including without limitation trade secrets, technical data, technology, know-how, software codes and designs, price lists, and developments (“Confidential Information“). For clarity, it is agreed that the Solution (in whole and in part) is Confidential Information of CoolaData. Each party shall take measures at least as protective, but in no event less than a reasonable standard, as those taken to protect its own Confidential Information, to safeguard the Confidential Information of the other party from unauthorized disclosure or use. You may only use our Confidential Information to the extent explicitly granted under these Terms (if any), and you may only disclose our Confidential Information to your employees who have a need to know such Confidential Information and who are subject to written confidentiality undertakings at least as protective of our Confidential Information as set forth herein. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the party disclosing it hereunder. In the event you are required by law, regulation, judicial order or other administrative or legal requirement to disclose our Confidential Information, you agree to notify us immediately in writing. Upon termination of these Terms (as described in Section 12 below), each party shall promptly return or destroy all Confidential Information of the other party and, upon request, certify same in writing.
9. Third Party Software. The Solution contains third party, including open source, software (“Third Party Software“) that may be subject to third party terms and conditions (“Third Party Terms“). CoolaData will provide a list of any Third Party Software and related Third Party Terms within the Solution, and you agree to comply with such Third Party Terms. To the extent of any conflict between any Third Party Terms and these Terms, the former shall prevail solely in connection with the Third Party Software to which it relates. Notwithstanding anything in these Terms to the contrary, CoolaData does not make any representation, warranty or indemnity with respect to any Third Party Software.
10. Compliance with Laws. You agree to comply with all applicable international, national, state, regional and local laws and regulations in accessing and/or using the Service (or any part thereof) and in performing your obligations and exercising your rights under these Terms, including without limitation laws relating to privacy, data protection, and exports.
11. Representations and Warranties. You hereby represent and warrant that (a) you possess and shall maintain all rights, licenses and consents required to license the Data and the User Material on the terms described above in Sections 4.3 4.4, and 4.5 respectively, and that such licenses do not infringe or misappropriate the intellectual property, privacy, and/or publicity rights of any third party; (b) you own or have the necessary rights and permissions to use and access the Solution including the right to install and use the Tracking Code on each Property; and (c) you possess and shall maintain all governmental and administrative licenses, permits and approvals necessary to use the Solution and to perform your obligations and exercise your rights under these Terms.
12. Termination and Survival.
12.1. By CoolaData. You acknowledge and agree that CoolaData may at any time, for any reason, and without notice to you: (a) discontinue or modify any aspect of the Service; and/or (b) suspend or terminate your, or general, access to the Service (or any part thereof), and in such an event CoolaData shall not be liable to you or any third party for any loss, damage, or injury resulting or arising therefrom. Either of the foregoing acts shall constitute our termination of the Terms and any Account you may have shall become cancelled upon such termination.
12.2. By You. If you object to any term or condition of these Terms, or becomes dissatisfied with the Service in any way, your only recourse and sole remedy is: (a) in the event you have an Account, cancel the Account (“Account Cancellation”) and immediately cease using the Service; and (b) in the event you are a Site user, immediately cease using the Site. Either of the foregoing acts will constitute your termination of the Terms. You agree, however, that any Account Cancellation shall not derogate from any payment obligations you may have towards CoolaData under these Terms.
12.3 Access to Customer Data. Upon termination of this Agreement, Customer will lose all access to any Data and Reports that CoolaData may be storing in order to make available the Solution to Customer. It is Customer’s responsibility to access its Data and Reports prior to termination of this Agreement. Notwithstanding the foregoing, for a period of thirty (30) days from the effective date of termination of this Agreement, CoolaData will provide Customer, upon Customer’s written request, with a reasonable opportunity to access the Data and Reports. CoolaData reserves the right to permanently delete any Data and Reports that may be contained in Customer’s Account at any time following said thirty (30) day period, and Customer agrees to waive any legal or equitable rights or remedies it may have against CoolaData with respect to Data and Reports that are deleted in connection thereto.
12.4. Survival. Sections 4.3, 4.4, 4.5, 5, 6, 7, 12, 13, 14, 15, 1, 17, and 18 shall survive any termination of these Terms.
13. Disclaimer of Warranties.
13.1. This section applies whether or not access to or use of the Service (or any part thereof) is for payment. You assume all responsibility for the selection of the Service to achieve your intended results. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
13.2. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND YOU ACKNOWLEDGE THAT THERE ARE NO REPRESENTATIONS, WARRANTIES OR CLAIMS OF ANY KIND MADE BY COOLADATA WITH RESPECT TO THE SERVICE, THE DATA AND THE REPORTS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE, OR OTHERWISE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.
13.3. COOLADATA DOES NOT WARRANT THAT THE SERVICE WILL OPERATE UNINTERRUPTED, ERROR FREE, ACCORDING TO YOUR NEEDS, OR THAT DEFECTS WILL BE CORRECTED. COOLADATA DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION OR CLAIM REGARDING ANY CONTENT, MATERIALS, INFORMATION, OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE. YOUR USE OF, AND RELIANCE UPON, THE SERVICE, DATA, AND/OR REPORTS IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND COOLADATA SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING.
13.4. YOU AGREE THAT COOLADATA WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, SYSTEM FAILURE, OUTAGES, TRAFFIC CONGESTION, OVERLOAD OF OUR OR OTHER SERVERS, OR OTHER EVENTS BEYOND COOLADATA’S CONTROL (SUCH AS STRIKES, RIOTS, FIRES, FLOODS, WAR, TERRORISM, GOVERNMENTAL ACTIONS, LABOR CONDITIONS, AND NATURAL DISASTERS).
14. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION IN THESE TERMS, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
14.1. COOLADATA WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND, NOR FOR YOUR, OR ANY THIRD PARTY’S, LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF THESE TERMS OR INCONNECTION WITH THE USE OF, OR INABILITY TO USE, THE SERVICE (OR ANY PART THEREOF), WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY, BREACH OF STATUTORY DUTY, OR OTERHWISE, EVEN IF COOLADATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
14.2. COOLADATA’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS AND/OR DAMAGES UNDER THESE TERMS OR IN CONNECTION WITH THE USE, OR INABILITY TO USE, THE SERVICE (OR ANY PART THEREOF), SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO COOLADATA HEREUNDER IN THE SIX (6) MONTHS PRIOR TO BRINING THE CLAIM.
15. Indemnity. You agree to defend and hold harmless Cooladata, its directors, officers, employees, agents and partners (each, an “Indemnified Party“) from and against any and all third-party claims, demands, actions and/or proceedings based upon or arising out of (i) your use of the Service (or any part thereof); (ii) your breach of any of these Terms; (iii) your User Material; (iv) your violation of applicable laws, rules or regulations in connection with the Service; (v) your violation of a third party right (including privacy rights); and/or (vi) your breach of any representations and/or warranties made by you under Section 11 of these Terms; (each, a “Claim”), and you agree to indemnify and pay the Indemnified Party for any and all damages, obligations, losses, liabilities, penalties, fines, costs and expenses (including but not limited to reasonable attorneys’ fees) incurred by the Indemnified Party in connection with the Claim, or in the settlement or avoidance of the Claim. CoolaData will notify you of any Claim subject to the foregoing obligation. The Indemnified Party shall cooperate in any defense and settlement and may participate in such defense at its own expense. You agree not to enter into any settlement of any Claim without CoolaData’s prior written consent, which shall not be unreasonably withheld.
16. U.S. Government Rights. If the use of the Solution is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-2 (for Department of Defense acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-Department of Defense acquisitions), the Government’s rights in the Solution, including its rights to use, modify, reproduce, release, perform, display or disclose the Solution (or any part thereof), will be subject in all respects to the commercial license rights and restrictions provided under these Terms.
17. Assignment. You may not assign these Terms, delegate any duty or assign any right hereunder without the prior express written consent of CoolaData. Any such attempted assignment or delegation that does not comply with the foregoing shall be null and void. CoolaData may assign or transfer these Terms, delegate any duty and/or assign any right hereunder to any third party. These Terms will be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.
18.1. Entire Agreement. These Terms, together with any annexes, schedules and/or exhibits, constitutes the entire agreement between you and CoolaData with respect to the subject matter hereunder, and supersedes any prior or contemporaneous agreements or understandings between you and CoolaData. These Terms may be amended only in a writing signed by each party’s authorized signatories.
18.2. Relationship. The relationship between you and CoolaData is solely that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, employment or agency relationship.
18.3. Governing Law. These Terms shall be governed by, and construed in accordance with, the laws of the State of Israel, without regard to its conflict of laws rules and provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to, and is expressly excluded from, these Terms.
18.4. Jurisdiction and Venue. You agree that any action, proceeding, controversy or claim (each, a “Dispute“) under or arising out of these Terms, between you and CoolaData, shall be brought and resolved only in the courts located in Tel Aviv-Jaffa, Israel, and you hereby irrevocably submit to the personal jurisdiction and venue of such courts with respect to a Dispute. Notwithstanding the foregoing, equitable relief may be sought in any court of competent jurisdiction.
18.5. Equitable Relief. You acknowledge that a breach, threatened breach, and/or intended breach by you of certain provisions under these Terms (including without limitation Sections 4.1, 4.2, 1, 6 and 7) will result in irreparable injury and harm to CoolaData for which there will be no adequate remedy at law, and that CoolaData shall be entitled to appropriate equitable relief (including, without limitation, preliminary and permanent injunctions) in any court of competent jurisdiction.
18.6. Severability. In the event any provision of these Terms is ruled to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired, and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefor.
18.7. Headings. Section headings used in these Terms are inserted for convenience only and shall not be used in the interpretation of these Terms.
18.8. Waiver. No failure or delay on the part of CoolaData in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver granted hereunder must be in writing and shall be valid only in the specific instance in which given.
19. Contact Information:
12 Haumanim Street, Tel Aviv 6789731, Israel.
Email address: firstname.lastname@example.org.
Toll free phone number in the United States: 844.691.2024.
CoolaData is registered in Israel. Its registration number is 514831882.
Last Updated August 2014.