Terms & Conditions

IMPORTANT – PLEASE READ CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING ANY PART OF THE SOFTWARE. THIS IS A LEGAL DOCUMENT THAT STATES THE TERMS AND CONDITIONS THAT GOVERN A LICENSEE’S USE OF THE SOFTWARE. BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, END USER ACKNOWLEDGES THAT END USER HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE LEGALLY BOUND BY ITS TERMS. IF ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MUST SELECT THE “I DO NOT AGREE” BUTTON AND MAY NOT USE THE LICENSED SOFTWARE.

THIS SET OF TERMS & CONDITIONS (“Agreement”) is entered into as of the day it is executed (“Effective Date”), by and between Coffective, LLC (“Coffective”) and the person (whether an entity or individual) executing the Agreement for use of the Coffective Dashboard Software found at the domain name www.coffective.com (“End User”) to be used in conjunction with an organization that has licensed software with Coffective (“Licensee”).

WHEREAS, the Licensee desires to use the Coffective Dashboard, a platform to connect and share information about End Users to the public and other End Users; and

WHEREAS, Coffective is ready, willing and able to provide a license for the Coffective Dashboard software pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

Section 1. Grant of License

A. Grant of License. Subject to the terms of this Agreement, Coffective hereby grants to End User a non-exclusive and non-transferable license (without any right to sublicense) to use: (i) the software program provided to allow End User to connect with, and provide and share information about itself to the public and other End Users through the Coffective Dashboard (“Program”); (ii) the associated written documentation (“Documentation”); and, (iii) any updates, revisions or upgrades of the Program or the Documentation provided to Licensee (each an “Update”) (the Program, the Documentation and any Update are, collectively, the “Software”). The rights granted in this Agreement are effective only upon payment of the execution of this Agreement.

B. Limitations of Grant of License. The Software is to be used solely and exclusively by End User to coordinate with Licensee for the purposes of the Licensee to coordinate messaging and shall not be redistributed to any other person or entity. The End User shall not sell, reproduce, publish, license, disseminate or sublicense any portion of the Software. Further, under no circumstances does End User have any right to reverse, engineer, decompile, disassemble, modify or translate the Software.

Section 2. Scope of Use

End User may only use the Software for a single username for which the Licensee provided End User an invitation code. In addition, End User shall not nor permit any party to: (i) use the Software for the benefit of any third party, including without limitation, in an outsourcing or timesharing arrangement; (ii) sell, lease, sublicense, distribute, or otherwise transfer the Software or End User ‘s username to any person, firm, or entity; or, (iii) copy, modify, adapt, translate, decompile, disassemble, create or attempt to create, by reverse engineering or otherwise, the source code or object code supplied hereunder in part or in whole. End User agrees not to access (or attempt to access) any of the Software by any means other than through the interface that is provided by Coffective. All rights not expressly granted to the End User herein are hereby reserved by Coffective. End User agrees to inform all users who have access to the Software about the content of this Agreement and to make sure that they comply with the terms of this Agreement.

Section 3. Ownership

This is a license agreement and not an agreement for sale. End User shall not have any rights to or interest in any worldwide Intellectual Property Rights that are embodied in or related to the Software. End User acknowledges and agrees that the Software contains proprietary and confidential information and other Intellectual Property Rights owned by Coffective that is protected by applicable intellectual property and other laws. For purposes of this Agreement, the term “Intellectual Property Rights” means, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide. The trademarks of Coffective and Licensee are the intellectual property of Coffective and Licensee, respectively, and End User may not display such marks without the written consent by the party owning such Intellectual Property Rights. End User may not delete, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed on or in the Software.

Section 4. Services

Costs and fees for support for Software is NOT included for the Software. Any support provided, whether purchased or not, is done at the sole discretion of Coffective. All questions should first be addressed to Licensee.

Section 5. Consideration

End User does not have to use the Software to coordinate with Licensee. Licensee will provide access via invitation to End User to use the Software to assist with the coordination. End User agrees to use the invitation and consent to the terms and conditions within this Agreement.

Section 6. Coffective’s Limited Warranty

Coffective represents and warrants as follows:

A. Coffective has the right to grant the rights and licenses contemplated by this Agreement.

B. Coffective has the right to enter into and perform this Agreement. Further, Coffective acknowledges that its entry into or the performance of this Agreement will not constitute a violation or default of any other agreement under which Coffective is already bound.

Section 7. End User’s Warranties

End User represents and warrants to Coffective as follows:

A. End User has the right to enter into and perform this Agreement. Further, End User acknowledges that its entry into or the performance of this Agreement will not constitute a violation or default of any other agreement under which the End User is already bound.

B. End User will only use the Software for lawful purposes and in coordination with Licensee, and End User will not store or provide any content or link to any material that violates foreign, federal, state or local law. End User will not use the Software to harvest, scrape, or otherwise gather other’s data (whether that is other End Users or visitors to End User’s information).

C. End User agrees and understands that End User is responsible for maintaining the confidentiality of usernames and related passwords associated with any account End User uses to access the Software. If End User becomes aware of any unauthorized use of End User ‘s password or of End User ‘s account, End User agrees to notify Coffective immediately.

D. End User represents and warrants that all rights, title and interest, including patent, copyright, trade secret, and trademark rights in any materials that End User enters into the Program will be wholly original with End User. End User shall only share its own information and not of any third party. End User acknowledges that End User’s data and information provided in the Software may be shared with Licensee, other End Users and the public, and End User will ensure that any information, data, and materials in the Software related to End User is correct and up to date.

E. End User represents and warrants that any materials that End User enters into the Program shall be free of any viruses, worms or other code or instructions that could damage, interfere with or otherwise adversely affect computer programs, data files, or hardware.

Section 8. WARRANTY EXCLUSIONS

EXCEPT AS STATED IN SECTION 6 OF THIS AGREEMENT, COFFECTIVE DISCLAIMS OTHER WARRANTIES AND DOES NOT MAKE ANY IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENTM OR FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTIES STATED IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. COFFECTIVE DOES NOT MAKE ANY WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE SOFTWARE AS THE LICENSEE HAS THE ULTIMATE AUTHORITY AS TO ALL DECISIONS CONCERNING THE IMPLEMENTATION OF THE SOFTWARE AND USE OF SERVICES. THE PARTIES INTEND THAT THE LIMITED WARRANTIES AND DISCLAIMERS CONTAINED IN THIS SECTION SHALL BE VALID AND ENFORCED EVEN IF THEY FAIL OF THEIR ESSENTIAL PURPOSE.

Section 9. LIMITATION OF LIABILITY

IN NO EVENT SHALL COFFECTIVE BE LIABLE TO END USER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR ANY DAMAGES FOR LOSS OF PROFITS, REVENUE OR BUSINESS EVEN IF SAID PARTIES HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. END USER’S REMEDY LIABILITY SHALL BE LIMITED TO END USER CEASING ALL USE OF THE SOFTWARE. THE PARTIES INTEND THAT THE LIMITED REMEDIES AND DISCLAIMERS CONTAINED IN THIS SECTION SHALL BE VALID AND ENFORCED EVEN IF THEY FAIL OF THEIR ESSENTIAL PURPOSE.

Section 10. Export Restrictions

End User agrees to comply at all times with the provisions of all applicable laws and regulations regarding export controls or technology transfer restrictions of any applicable jurisdiction, including without limitation, those of the United States Departments of Commerce and State.

Section 11. Term

The term of this Agreement shall begin upon End User accepting these terms and shall continue until it is terminated as follows: This Agreement shall terminate immediately upon the earlier of (i) the termination of the agreement between Licensee and Coffective, (ii) such time as End User no longer collaborates with Licensee; or (iii) End User breaches the terms of this Agreement. In addition, either Coffective or Licensee may terminate this Agreement and the sublicense granted hereby upon three (3) days’ notice to End User. Upon termination, End User will not have access to its account or the Program except as a member of the general public.

Section 12. Attorneys’ Fees

In any dispute arising out of this Agreement, the prevailing party shall recover from the other party all of its reasonable attorney’s fees, costs and expenses incurred in connection with the dispute.

Section 13. Ownership

All proprietary rights in all intellectual property contained in the Software and Documentation that are owned or developed by Coffective, and any updates, improvements and new modules to such intellectual property, will be and remain the property of Coffective. Coffective acknowledges that all data inputted by End User into the Software remains the property of End User.

Section 14. Miscellaneous

A. Severability. If any provision of this Agreement is held void and unenforceable, the provision shall not render the Agreement unenforceable.

B. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to its subject matter and may only be amended by the parties in writing.

C. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without reference to conflict of law principles. Venue and jurisdiction for any federal or state court litigation shall be Dane County, Wisconsin.

D. Notices. Any notices or other communications under this Agreement to Coffective must be sent to solutions@coffective.com.