We've added some plain English explanations before each section. It doesn't change the legal meaning but is meant to help you understand the terms and conditions for using the CoinBandits website and services.
Welcome to Coin Bandits.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties agree as follows:
To use the site and our information, you agree to our terms.
1 This website www.coinbandits.com, is owned and operated by Coin Bandits Corporation ("Coin Bandits") and is offered to you based on your acceptance without modification of the terms and conditions contained herein. By accessing and using this website, you are deemed to have agreed to all such terms, conditions, and notices.
1.1 Where any financial information is provided by Coin Bandits, its affiliates or content licensors, it is done so without considering the investment objectives, financial situation and particular needs of any person. Before acting on any general advice, you should consider its appropriateness to your circumstances. To the extent permitted by law, Coin Bandits, its affiliates and content licensors makes no warranty as to the accuracy or suitability of any information and accepts no responsibility for errors or misstatements, negligent or otherwise. The information may be based on assumptions or market conditions and may change without notice. No part of the information is to be construed as a solicitation to make a financial investment.
You are granted a license to use our site and technology and materials, and what you can do with the materials is limited. In some cases we use third party data, such as market prices of a coin or security, and usually we get pricing from third parties and exchanges, so it may have errors or omissions that are not up to us.
2.1 License Grant. Subject to and conditioned on Licensee's continuous compliance with this Agreement and payment of the applicable fees, if any, Coin Bandits grants Licensee a nonexclusive, nonsublicensable, nontransferable, limited license to Subscribe for and Access the Coin Bandits Materials, in each case solely (a) in the Territory, (b) within the scope of the License Type and Permitted Number specified in the applicable License Identification, and (c) in accordance with the other terms of this Agreement. In any case where the License Identification does not specify a License Type or Permitted Number, or there is no License Identification, the License Type will, by default, be the Evaluation License and the Permitted Number will, by default, be one (1).
2.2 Additional Terms. The Coin Bandits Materials (or portions thereof) may be subject to terms (e.g., terms accompanying such Coin Bandits Materials or made available in connection with ordering, Subscribing, downloading, accessing, using or copying such Coin Bandits Materials) that are in addition to or different from the terms set forth in this Agreement, and Licensee agrees to comply with such terms,
2.3 Other Materials. If Coin Bandits provides or makes available to Licensee any additional materials associated with the Coin Bandits Materials, including any corrections, patches, service packs, updates or upgrades to, or new versions of, the Coin Bandits Materials (including Upgrades) or User Documentation for the Coin Bandits Materials, (a) such additional materials may include or be subject to other terms in addition to or different from the terms set forth in this Agreement (including, without limitation, additional or different fees, license terms, or restrictions on use), and Licensee agrees to comply with such terms, or (b) if there are no other terms for such additional materials, they will be subject to the same terms (including, without limitation, the licenses, applicable License Type and Permitted Number, and other terms of this Agreement) as the Coin Bandits Materials to which such additional materials apply. In no event will the foregoing result in any rights with respect to Excluded Materials.
2.4 Authorized Users. Licensee may permit the Coin Bandits Materials to be Subscribed for and/or Accessed only by Licensee's Personnel (except as otherwise designated in the applicable License Type), and any such Subscription or Access will be subject to any other requirements imposed by this Agreement and the applicable License Type and Permitted Number. Licensee will be responsible for compliance with this Agreement by Licensee's Personnel and any other persons who may have Access to the Coin Bandits Materials through Licensee (whether or not such Access is authorized by Coin Bandits or within the scope of the applicable License Type and Permitted Number).
2.5 Third-Party Materials. The Coin Bandits Digital Workspace and Coin Bandits Materials may contain or be accompanied by third-party software, data or other materials that are subject to and provided in accordance with terms that are in addition to or different from the terms set forth in this Agreement. Such terms may be included or referenced in or with such third-party software, data or other materials or a web page specified by Coin Bandits (the URL for which may be obtained on Coin Bandits's website or on request to Coin Bandits). Licensee agrees to comply with such terms. In addition, Licensee will take sole responsibility for obtaining and complying with required licenses, if any, for use of Third Party Materials outside of the authorized use of the third party software contemplated within this Agreement. LICENSEE ACKNOWLEDGES AND AGREES THAT COIN BANDITS HAS NO RESPONSIBILITY FOR, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING, SUCH THIRD-PARTY SOFTWARE, DATA OR OTHER MATERIALS OR LICENSEE'S USE OF SUCH THIRD-PARTY SOFTWARE, DATA OR OTHER MATERIALS.
2.6 Subscription. Coin Bandits may offer, and Licensee may elect to acquire, Subscriptions for the Coin Bandits Materials licensed to Licensee under this Agreement (and such Subscriptions may include rights in addition to or different from those set forth in this Agreement). Any Subscriptions are subject to Coin Bandits's terms therefor, which terms are set forth in the applicable Subscription Program Terms. Licensee agrees that if it requests, accepts, or makes use of any Subscription, Licensee will be bound by such terms, as they may be modified from time to time in accordance with the applicable Subscription Program Terms (and such terms, as so modified from time to time, are a part of and incorporated by reference into this Agreement), and Licensee agrees to comply with such terms. Licensee acknowledges that Coin Bandits may require a further acceptance of such terms as a condition to providing Subscriptions.
2.7 Services. Coin Bandits may provide, and Licensee may elect to receive or benefit from, certain Services from time to time. Any Services are subject to Coin Bandits's terms therefor, which terms are set forth in the applicable Services Terms. Licensee agrees that if it requests, accepts, or makes use of any Services, Licensee will be bound by such terms, as they may be modified from time to time in accordance with the applicable Services Terms (and such terms, as so modified from time to time, are a part of and incorporated by reference into this Agreement), and Licensee agrees to comply with such terms. Licensee acknowledges that Coin Bandits may require a further acceptance of such terms as a condition to providing Services.
2.8 Nature of Licenses. Licensee acknowledges and agrees that when Licensee acquires a license of Coin Bandits Materials, a Subscription or Services, Licensee's acquisition is neither contingent on the delivery of any future features or functionality nor subject to any public or other comments (oral, written or otherwise) made by Coin Bandits regarding future features or functionality.
2.9 Confidential Information.
2.9.1 Obligations. The Licensee will not disclose the Confidential Information, except to Affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential.
2.9.2 Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the Licensee may also disclose Confidential Information to the extent Licensee is compelled to disclose by a court pursuant to legal proceedings; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify Coin Bandits of such disclosure before disclosing; and (ii) comply with Coin Bandits reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the Licensee determines that complying with (i) and (ii) could: (a) result in a violation of the law; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual.
The License we grant you is for you alone, and you can't share or reverse engineer or copy it in any way, and of course you can't use it for illegal activities.
3. License Limitations/Prohibitions
3.1 Limitations and Exclusions.
3.1.1 No License Granted/Unauthorized Activities. The parties acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, no license is granted (whether expressly, by implication or otherwise) under this Agreement (and this Agreement expressly excludes any right) (a) to Excluded Materials, (b) to any Coin Bandits Materials that Licensee did not acquire lawfully or that Licensee acquired in violation of or in a manner inconsistent with this Agreement, (c) for Subscription of or Access to the Coin Bandits Materials beyond the applicable license term (whether a fixed term or Subscription period) or outside the scope of the applicable License Type or Permitted Number, (d) for Subscription of the Coin Bandits Materials on any Computer other than a Computer owned or leased, and controlled by Licensee, unless otherwise authorized in writing by Coin Bandits or granted by License Type, (e) to distribute, rent, loan, lease, sell, sublicense, or otherwise provide all or any portion of the Coin Bandits Materials to any person or entity except as expressly set forth in this Agreement or as expressly authorized in writing by Coin Bandits, (f) to provide or make available any features or functionality of the Coin Bandits Materials to any person or entity (other than to and for Licensee itself for the purpose specified in the applicable License Type), whether or not over a network and whether or not on a hosted basis, (g) except as otherwise expressly provided with respect to a specific License Type, to Subscribe for or Access or allow the Subscription for of or Access to the Coin Bandits Materials over the Internet or other non-local network, including, without limitation, use in connection with a wide area network (WAN), virtual private network (VPN), virtualization, Web hosting, time-sharing, service bureau, software as a service, cloud or other service or technology, (h) to remove, alter or obscure any proprietary notices, labels or marks in the Coin Bandits Materials, (i) to decompile, disassemble or otherwise reverse engineer the Coin Bandits Materials, or (j) to translate, adapt, arrange, or create derivative works based on, or otherwise modify the Coin Bandits Materials for any purpose.
3.1.2 Coin Bandits Materials as a Single Product. The Coin Bandits Materials are licensed to Licensee as a single product and the applicable components may not be separated for Subscription or Access.
3.1.3 Territory. Except as otherwise authorized in writing by Coin Bandits, the licenses granted in this Agreement are granted only for the Territory. Nothing in this Agreement permits Licensee (including, without limitation, Licensee's Personnel, if any) to Subscribe for or Access the Coin Bandits Materials outside of the Territory.
3.1.4 Effect of Unauthorized Use. Licensee will not engage in, and will not permit or assist any third party to engage in, any of the uses or activities prohibited (or any uses or activities inconsistent with the limitations described) in this Section 3.1 (Limitations and Exclusions) (collectively, "Unauthorized Uses"). Any such Unauthorized Use, and any Subscription of or Access to the Coin Bandits Materials provided under this Agreement, outside of the scope of the applicable license grants (including, without limitation, outside the applicable License Type and/or Permitted Number) or otherwise not in accordance with this Agreement, constitute or result in infringement of Coin Bandits's intellectual property rights as well as a breach of this Agreement. Licensee will notify Coin Bandits promptly of any such Unauthorized Uses or other unauthorized Subscription or Access.
3.2.1 Licensee may not (i) utilize any equipment, device, software, or other means to (or designed to) circumvent or remove any form of technical protection used by Coin Bandits in connection with the Coin Bandits Materials, or (ii) Subscribe or Access the Coin Bandits Materials with any product code, authorization code, serial number, or other copy-protection device not supplied by Coin Bandits directly or through a Reseller. Without limitation of the generality of the foregoing, Licensee may not utilize any equipment, device, software, or other means to (or designed to) circumvent or remove the Coin Bandits License Manager or any tool or technical protection measure provided or made available by Coin Bandits for managing, monitoring or controlling Subscription of or Access to Coin Bandits Materials.
3.2.2 Licensee may not utilize any equipment, device, software, or other means to (or designed to) circumvent or remove any usage restrictions, or to enable functionality disabled by Coin Bandits, in connection with the Excluded Materials. Licensee may not bypass or delete any functionality or technical limitations of the Coin Bandits Materials that (or that are designed to) prevent or inhibit the unauthorized copying of, Subscription or Access to the Excluded Materials.
4. All Rights Reserved Except as expressly authorized in writing by Coin Bandits, Coin Bandits retains title to and ownership of, and all other rights with respect to, the Coin Bandits Materials and all copies thereof, including, without limitation, any related copyrights, trademarks, trade secrets, patents, and other intellectual property rights. Licensee has only the limited licenses granted with respect to the Coin Bandits Materials expressly set forth in this Agreement, and Licensee has no other rights, implied or otherwise. Licensee acknowledges and agrees that the Coin Bandits Materials are licensed, not sold, and that rights to Subscribe and Access the Coin Bandits Materials are acquired only under the license from Coin Bandits. The structure and organization of Software included in the Coin Bandits Materials, any source code or similar materials relating to such Software and Development Materials and any other Coin Bandits Materials identified as confidential or proprietary are valuable trade secrets of, and confidential and proprietary information to, Coin Bandits and its suppliers, and (a) may not be distributed, disclosed or otherwise provided to third parties, and (b) may be used only internally and only in conjunction with and for Licensee's own authorized internal use of the Coin Bandits Materials.
In certain cases, information about you is needed by our partners, such as Stripe for credit card transactions, and Microsoft Azure for hosting, user security and authentication. We are not advertising supported in any way, and we make money through your direct subscriptions only.
5. Privacy; Use of Information; Connectivity
5.2 Connectivity. Certain Coin Bandits Materials may facilitate or require Licensee's access to and use of content and services that are hosted on websites maintained by Coin Bandits or by third parties. In some cases, such content and services may appear to be a feature or function within, or extension of, the Coin Bandits Materials on Licensee's Computer even though hosted on such websites. Accessing such content or services and use of Coin Bandits Materials may cause Licensee's Computer, without additional notice, to connect automatically to the Internet (transitorily, intermittently or on a regular basis) and to communicate with an Coin Bandits or third-party website—for example, for purposes of providing Licensee with additional information, features and functionality or to validate that the Coin Bandits Materials and/or content or services are being used as permitted under this Agreement or other applicable terms. Such connectivity to Coin Bandits websites is governed by Coin Bandits's policies on privacy and data protection described in Section 4 (Privacy; Use of Information; Connectivity). Such connectivity to websites of third parties is governed by the terms (including the disclaimers and notices) found on such sites or otherwise associated with the third-party content or services. Coin Bandits does not control, endorse, or accept responsibility for any such third-party content or services, and any dealings between Licensee and any third party in connection with such content or services, including, without limitation, such third party's privacy policies, use of personal information, delivery of and payment for goods and services, and any other terms associated with such dealings, are solely between Licensee and such third party. Coin Bandits may at any time, for any reason, modify or discontinue the availability of any third-party content or services. Access to and use of certain content and services (whether of Coin Bandits or third parties) may require assent to separate terms and/or payment of additional fees.
Your use of the service is up to you. We have some pretty neat technology, but we can't possibly know your situation, so how you use it is on you, not us. To gain access to all of the information provided, you need a subscription, even though we give you some pretty great free stuff as well.
6.1 Functionality Limitations. Coin Bandits Materials are not a substitute for Licensee's professional judgment or independent testing. The Coin Bandits Materials are intended only to assist Licensee with its design, analysis, simulation, estimation, testing and/or other activities and are not a substitute for Licensee's own independent design, analysis, simulation, estimation, testing, and/or other activities, including those with respect to product stress, safety and utility. Due to the large variety of potential applications for the Coin Bandits Materials, the Coin Bandits Materials have not been tested in all situations under which they may be used. Coin Bandits will not be liable in any manner whatsoever for the results obtained through use of the Coin Bandits Materials. Persons using the Coin Bandits Materials are responsible for the supervision, management, and control of the Coin Bandits Materials and the results of using the Coin Bandits Materials. This responsibility includes, without limitation, the determination of appropriate uses for the Coin Bandits Materials and the selection of the Coin Bandits Materials and other computer programs and materials to help achieve intended results. Persons using the Coin Bandits Materials are also responsible for establishing the adequacy of independent procedures for testing the reliability, accuracy, completeness, and other characteristics of any output of the Coin Bandits Materials, including, without limitation, all items designed with the assistance of the Coin Bandits Materials. Licensee further acknowledges and agrees that the Coin Bandits Materials form part of Licensee's total unique hardware and software environment to deliver specific functionality, and that the Coin Bandits Materials provided by Coin Bandits may not achieve the results Licensee desires.
6.2.1 Disabling Access. SUBJECT TO THE EXPRESS WRITTEN PERMISSION OF COIN BANDITS TO THE CONTRARY, LICENSEE ACKNOWLEDGES AND AGREES THAT SUBSCRIPTION FOR AND ACCESS TO COIN BANDITS MATERIALS MAY BE DISABLED BY THE ACTIVATION, SECURITY, AND TECHNICAL PROTECTION MECHANISMS IF LICENSEE TRIES TO TRANSFER ALL OR A PART OF THE COIN BANDITS MATERIALS TO ANOTHER COMPUTER, IF LICENSEE TAMPERS WITH THE TECHNICAL PROTECTION MECHANISMS OR DATE-SETTING MECHANISMS ON A COMPUTER OR IN THE COIN BANDITS MATERIALS, IF LICENSEE USES THE COIN BANDITS MATERIALS PAST AN APPLICABLE SUBSCRIPTION PERIOD OR FIXED TERM, OR IF LICENSEE UNDERTAKES CERTAIN OTHER ACTIONS THAT AFFECT THE SECURITY MODE OR UNDER OTHER CIRCUMSTANCES AND THAT, IN ANY SUCH EVENT, LICENSEE'S ACCESS TO LICENSEE'S WORK PRODUCT AND OTHER DATA MAY BE AFFECTED. MORE INFORMATION IS CONTAINED IN THE APPLICABLE COIN BANDITS MATERIALS OR AVAILABLE FROM COIN BANDITS ON REQUEST.
6.2.2 Effect of Authorized User Login Code. Licensee acknowledges and agrees that receipt of a login code (whether or not provided to Licensee in error) will not constitute evidence of or affect the scope of Licensee's license rights. Those rights will be only as set forth in this Agreement and the applicable License Identification.
6.3 Affected Data. Work product and other data created with Coin Bandits Materials made available under certain License Types, including licenses that limit the permitted purpose to educational purposes or personal learning purposes, may contain certain notices and limitations that make the work product and other data usable only in certain circumstances (e.g., only in the education field). In addition, if Licensee combines or links work product or other data created with such Coin Bandits Materials with work product or other data otherwise created, then such other work product or data may also be affected by these notices and limitations. Coin Bandits will have no responsibility or liability whatsoever if Licensee combines or links work product or other data created with such Coin Bandits Materials with work product or other data otherwise created. In addition, Licensee will not remove, alter or obscure any such notices or limitations.
Your use of the service is up to you. We have some pretty neat technology, but we can't possibly know your situation, so how you use it is on you, not us. You are liable for any gains, or losses associated with your own actions, and you have to know that all data sources can contain errors and omissions. Nothing in life is perfect.
7. Limitations of Liability
7.1 THE COIN BANDITS MATERIALS ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CORRECTNESS AND DELAYS. IN PARTICULAR THE LICENSEE UNDERSTANDS:
7.1.1 Limitations on Data and Service Levels. IT IS NOT POSSIBLE FOR ALL DATA CONTAINED IN THE COIN BANDITS MATERIALS TO BE COMPREHENSIVE, ACCURATE AND UP-TO-DATE, AND THAT AT ANY TIME THE COIN BANDITS MATERIALS ARE LIKELY TO CONTAIN INACCURACIES OR OMISSIONS. COIN BANDITS PROVIDES THE LICENSEE WITH OPPORTUNITIES TO POINT OUT ANY INACCURACIES THAT MAY BE INCLUDED IN THE COIN BANDITS MATERIALS. THIS SHOULD NOT BE TAKEN TO MEAN THAT COIN BANDITS IS COMMITTED TO CORRECTING ANY INACCURACIES BROUGHT TO ITS ATTENTION WITHIN ANY SPECIFIED TIME OR AT ALL. COIN BANDITS DOES NOT REPRESENT OR WARRANT THAT ACCESS TO OR USE OF THE COIN BANDITS MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE COIN BANDITS MATERIALS SUPPLIED ARE ACCURATE OR CORRECT OR THAT THEY MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. COIN BANDITS DOES NOT REPRESENT OR WARRANT THAT ACCESS TO OR USE OF THE COIN BANDITS MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE COIN BANDITS MATERIALS SUPPLIED ARE ACCURATE OR CORRECT OR THAT THEY MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY.
7.1.2 Limitations on Commentary Provided Via Coin Bandits Digital Workspace Account. THAT THE COIN BANDITS MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS ABOUT COMPANIES, INCLUDING ASSESSMENTS ABOUT BUSINESS PROSPECTS AND FUTURE RESULTS OF OPERATIONS. THESE STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. AMONG THE IMPORTANT ADDITIONAL FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE FORWARDLOOKING STATEMENTS ARE RISKS ASSOCIATED WITH THE OVERALL ECONOMIC ENVIRONMENT, REALIZATION OF CUSTOMER CONTRACTS, STRENGTH OF THE COMPANY'S PATENTS, VALIDATION OF THE TECHNOLOGY, CHANGES IN ANTICIPATED EARNINGS OF THE COMPANY AND OTHER FACTORS DETAILED IN THE COMPANY'S FILINGS WITH VARIOUS STOCK MARKETS OR CONTAINED IN THE COMPANY'S PROPRIETARY INFORMATION. IN ADDITION, THE FACTORS UNDERLYING ALL FORECASTS ARE DYNAMIC AND SUBJECT TO CHANGE AND THEREFORE ANY FORECAST PUBLISHED OR REPRODUCED BY COIN BANDITS IS RELEVANT ONLY TO THE DATE AT WHICH IT IS MADE.
7.1.3 Limitations on Damages. COIN BANDITS AND ITS AFFILIATES SHALL NOT BE LIABLE TO THE LICENSEE IN CONTRACT, TORT OR OTHERWISE FOR ANY LOSS OF REVENUE, BUSINESS, ANTICIPATED SAVINGS OR PROFITS, LOSS OF GOODWILL OR DATA AND/OR FOR ANY DIRECT AND/OR INDIRECT AND/OR CONSEQUENTIAL LOSS WHATSOEVER AND HOWSOEVER ARISING SUFFERED OR INCURRED IN CONNECTION WITH THE PERFORMANCE OF THE OBLIGATIONS UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH THE COIN BANDITS MATERIALS, WHETHER OR NOT CAUSED BY COIN BANDITS OR ITS AFFILIATES' NEGLIGENCE.
7.1.4 Indemnity by Licensee. LICENSEE SHALL ACCEPT SOLE RESPONSIBILITY FOR AND COIN BANDITS AND ITS AFFILIATES SHALL NOT BE LIABLE FOR THE USE OF THE COIN BANDITS MATERIALS BY LICENSEE AND LICENSEE SHALL HOLD COIN BANDITS AND ITS AFFILIATES HARMLESS AND FULLY INDEMNIFIED AGAINST ANY CLAIMS, COSTS, DAMAGES, LOSS AND LIABILITIES ARISING OUT OF ANY SUCH USE. COIN BANDITS AND ITS AFFILIATES SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LIABILITY OF LICENSEE TO ANY THIRD PARTY WHICH MIGHT ARISE.
7.1.5 Assumption of Risk. LICENSEE ASSUMES FULL RESPONSIBILITY AND RISK OF, AND COIN BANDITS AND ITS AFFILIATES SHALL NOT BE LIABLE FOR, ANY LOSS WHICH RESULTS FROM ANY TRANSACTIONS OR DECISIONS MADE BY THE LICENSEE ON THE BASIS OF THE COIN BANDITS MATERIALS.
7.2 Application of and Basis for Limitations. THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 (LIMITATIONS OF LIABILITY) WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGES OR OTHER LIABILITY, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EVEN IF COIN BANDITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE. ALSO, LICENSEE AGREES THAT THE LICENSE, SUBSCRIPTION AND COIN BANDITS MATERIALS FEES AND OTHER FEES CHARGED BY COIN BANDITS AND PAID BY LICENSEE ARE BASED ON AND REFLECTIVE OF THE ALLOCATION OF RISK CONTEMPLATED BY THIS SECTION 7 (LIMITATIONS OF LIABILITY) AND THAT THE LIABILITY LIMITATIONS IN THIS SECTION 7 (LIMITATIONS OF LIABILITY) ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES.
If you have a full access subscription, it will be terminated if you don't pay. Remember, we are not advertising supported!
8. Term and Termination
8.1 Term; Termination or Suspension. Each license under this Agreement, with respect to each specific set of Coin Bandits Materials covered by this Agreement, will become effective as of the date first written above. Each of Coin Bandits or Licensee may terminate this Agreement, Licensee's license as to Coin Bandits Materials, Licensee's Subscription, and/or the provision of Services relating to the Coin Bandits Materials if the other party is in breach of this Agreement and fails to cure such breach within ten (10) days after written notice of the breach. In addition, Coin Bandits may, as an alternative to termination, suspend Licensee's license as to the Coin Bandits Materials, Licensee's Subscription, the provision of Services relating to the Coin Bandits Materials, and/or other Coin Bandits obligations or Licensee rights under this Agreement (or under other terms, if any, relating to materials associated with the Coin Bandits Materials), if Licensee fails to make a payment to Coin Bandits or a Reseller or otherwise fails to comply with the provisions of this Agreement or other terms relating to any such license, Subscription, Services, or other associated materials. Coin Bandits may also terminate this Agreement if Licensee becomes subject to bankruptcy proceedings, becomes insolvent, or makes an arrangement with Licensee's creditors. This Agreement will terminate automatically without further notice or action by Coin Bandits if Licensee goes into liquidation. Licensee acknowledges and agrees that Coin Bandits may assign or sub-contract any of its rights or obligations under this Agreement.
8.2 Effect of Termination of Agreement or License. Upon termination or expiration of this Agreement, the licenses granted hereunder will terminate. Upon termination or expiration of any license granted to Licensee, Licensee must cease all use of Coin Bandits Materials to which such license applies, any Subscription (including, without limitation, associated services), and any Services.. If Licensee's Subscription is terminated or expires, but this Agreement and Licensee's license to the Coin Bandits Materials remains in effect, any rights of Licensee based on the Subscription (including, without limitation, rights with respect to Previous Versions) will terminate, and (unless otherwise authorized by the Subscription Program Terms) Licensee must comply with the obligations of Section 2.2.1 (Effect of Upgrades) with respect to (including the obligations to cease use) all copies of such Previous Versions.
8.3 Survival. Sections 2.3 (Additional Terms), 2.4 (Other Materials), 2.5 (Authorized Users), 2.6 (Third- Party Materials), 3.1.1 (No License Granted/Unauthorized Activities), 3.1.4 (Effect of Unauthorized Use), 3.2 (Circumvention), 4 (All Rights Reserved), 5 (Privacy; Use of Information; Connectivity), 7 (Warnings), 8 (Limitations of Liability), 9 (Term and Termination), and 10 (General Provisions) and 1 (Definitions) will survive and termination or expiration of this Agreement.
9. General Provisions (a) Notices. Notices in connection with this Agreement by either party will be in writing and will be sent by electronic mail, postal service, or a registered delivery service, except that Licensee may not provide notice to Coin Bandits of a Coin Bandits breach or provide notice of termination of this Agreement by electronic mail. Notices from Coin Bandits to Licensee will be effective (a) in the case of notices by email, one (1) day after sending to the email address provided to Coin Bandits, or (b) in the case of notices by mail or delivery service, five (5) days after sending by regular post or delivery service to the address provided to Coin Bandits. Licensee hereby consents to service of process being effected on Licensee by registered mail sent to the address set forth on Licensee's Customer Information Form (or, if no Customer Information Form has been provided, Licensee's last address known by Coin Bandits) if so permitted by applicable law.
9.1 Governing Law and Jurisdiction. This Agreement shall be construed under the laws of the Province of Alberta. The parties hereby attorn to the non-exclusive jurisdiction of the Alberta courts. If any provision of this Agreement be illegal or unenforceable under the laws of the Province of Alberta such provision shall be considered to be deleted and the remainder of this Agreement shall continue in full force and effect.
9.2 No Assignment; Insolvency. Licensee may not assign this Agreement or any rights hereunder (whether by purchase of stock or assets, merger, change of control, bankruptcy, operation of law, or otherwise) without Coin Bandits's prior written consent, which may be withheld in Coin Bandits's sole and absolute discretion, and any purported assignment by Licensee will be void.
9.3 Coin Bandits Subsidiaries and Affiliates. Licensee acknowledges and agrees that Coin Bandits may arrange to have its subsidiaries and affiliates engage in activities in connection with this Agreement, including, without limitation, delivering Coin Bandits Materials and providing Subscriptions and Services, provided that Coin Bandits (and not such subsidiaries and affiliates) will remain subject to the obligations of Coin Bandits under this Agreement. Licensee also agrees that Coin Bandits's subsidiaries and affiliates may enforce (including taking actions for breach of) this Agreement.
9.4 Severability. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision or any other provision of this Agreement in any other jurisdiction.
9.5 No Waiver. No term or provision of this Agreement will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against which the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach.
9.6 Language. The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations. If Licensee purchased the license for the Coin Bandits Materials in Canada, Licensee agrees to the following: The parties hereto confirm that it is their wish that this Agreement, as well as other documents relating hereto, including notices, have been and shall be written in the English language only. Les parties ci-dessus confirment leur désir que cet accord ainsi que tous les documents, y compris tous avis qui s'y rattachent, soient rédigés en langue anglaise.
9.7 Construction. It is agreed that ambiguities in this Agreement will not be construed against the drafter.
9.8 Force Majeure. Neither party hereto shall be liable to the other for delay in any performance or for the failure to render any performance under this Agreement when such delay or failure is a direct result of any present or future law, ordinance, regulation, order, failure to deliver on the part of its suppliers, judgment or decree, act of God, earthquake, epidemic, explosion, lockout, boycott, strike, labor unrest, riot, war, or similar catastrophic occurrence. In the event of any such delay or failure, the affected party shall send written notice by email of the delay or failure and the reason thereof to the other party within fourteen (14) calendar days from the time the affected party knew or should have known of the Force Majeure in question. The provisions of this Article shall not be applicable to any obligation involving the payment of money.
9.9 Entire Agreement. This Agreement and any other terms referenced in this Agreement (such as the Subscription Program Terms and the Services Terms) constitute the entire agreement between the parties (and merges and supersedes any prior or contemporaneous agreements, discussions, communications, agreements, representations, warranties, advertising or understandings) with respect to the subject matter hereof, except that particular Coin Bandits Materials may be subject to additional or different terms associated with such Coin Bandits Materials. The parties acknowledge that, in entering into this Agreement, they are not relying on any agreements, discussions, communications, agreements, representations, warranties, advertising or understandings other than as expressly set forth in this Agreement. Licensee acknowledges and agrees that Coin Bandits may add to or change the Subscription Program Terms and the Services Terms from time to time, provided that Coin Bandits will provide written notice of the additions or changes (and may allow Licensee not to renew, may permit Licensee to terminate, and may offer other options with respect to Subscriptions or Services) before the additions or changes are effective as to Licensee. In the event of a conflict between this Agreement and any other terms of Coin Bandits (including, without limitation, the Subscription Program Terms, the Services Terms, or such additional or different terms), the other terms will apply. Terms stipulated by Licensee in any communication by Licensee which purport to vary this Agreement or such other terms will be void and of no effect unless agreed in a writing signed by an authorized representative of Coin Bandits. Any other modifications to this Agreement will also be invalid unless agreed to in a writing signed by an authorized representative of Coin Bandits.
9.10 Execution in Counterpart. This Agreement may be executed in as many counterparts as may be necessary, and transmitted via facsimile or electronic scanning and email if necessary, each of which so signed being deemed to be an original and such counterparts together constituting one and the same Agreement.
"Access" or "Accessible" means, with respect to a computer program or other materials, (a) to use or execute a computer program or other materials or (b) to use or otherwise benefit from the features or functionality of a computer program or other materials.
"Account" means Coin Bandits Digital Workspace Account
"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
"Agreement" means this License and Services Agreement, including all schedules thereto, as the License and Services Agreement may be amended from time to time in accordance with the terms thereof.
"Authorized User" means any individual person who is authorized to Subscribe (defined herein) or Access (defined herein) any of the Coin Bandits Materials via the Coin Bandits Digital Workspace.
"Computer" or "Device" means (i) a single electronic device, with one or more central processing units (CPUs), that accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions, or (ii) a software implementation of such a device (or so-called virtual machine).
"Control" means control of greater than fifty percent of the voting rights or equity interests of a party.
"Confidential Information" means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer's Confidential Information.
"Customer Data" means content provided to Coin Bandits by Licensee (or at its direction) via the Services under the Account.
"Customer Information Form" means a form completed by or on behalf of Licensee and submitted to Coin Bandits or a Reseller, directly or indirectly, in connection with Licensee's order for a license of Coin Bandits Materials, Subscription or Services.
"Educational Purposes" means purposes directly related to learning, teaching, training, and research and development that are part of the instructional functions performed by a primary or secondary educational institution or any degree-granting or certificate-granting institution or any learning, teaching or training facilities, but does not include commercial, professional or for-profit instructional or other purposes.
"Evaluation Purposes" means purposes of evaluation and demonstration of the capabilities of the Software but excludes competitive analysis and any commercial, professional, venture in the nature of trade, or other for-profit purposes.
"Excluded Materials" means any materials, including Software or User Documentation (and including, without limitation, any computer programs, modules or components of a computer program, functionality or features of a computer program, explanatory printed or electronic materials, content or other materials, if any), that may be provided or become available to Licensee, by any means, or that are on any media delivered to Licensee, for which (a) Licensee does not have a License Identification authorized by Coin Bandits, or (b) Licensee has not paid (and continued to pay) the applicable fees. Licensee acknowledges that Excluded Materials are included on the Coin Bandits Digital Workspace for convenience of the licensing mechanism used by Coin Bandits, and Access to such Excluded Materials does not in any way authorize, expressly or impliedly, a right to use such Excluded Materials.
"License Identification" means one or more designations by Coin Bandits that set forth the License Type (among other things) for Licensee's license of the Licensed Materials. The License Identification may obtained from Coin Bandits on request. For clarification, License Identification does not include a designation, confirmation, platform or other documentation provided by a Reseller or other third party.
"License Type" means a type of license specified by Coin Bandits for Coin Bandits Materials, including the types set forth in Schedule "A" attached hereto. License Type includes the terms specified by Coin Bandits for each type of license, including the applicable terms set forth in Schedule "A". License Type is determined by Coin Bandits and may be specified in the applicable License Identification.
"Licensee's Internal Business Needs" means, in reference to Coin Bandits Materials, the use of such Coin Bandits Materials (and the features and functionality thereof) by Licensee's own Personnel to meet the internal requirements of Licensee's business in the ordinary course of such business, provided that Internal Business Needs will in no event include providing or making available such Coin Bandits Materials (or the features or functionality thereof) to any third party.
"Networked Basis" means a computing environment that includes a Computer acting as a file server which allows the Coin Bandits Materials Subscribed for on such Computer to be uploaded and operated, viewed or otherwise Accessed from, other Computers through a local area network connection or through a VPN connection subject to compliance with the Access Requirements.
"Coin Bandits Digital Workspace" means the Software tool known as Coin Bandits or any future Coin Bandits tool for managing, monitoring or controlling Subscription of or Access to an Account and/or Coin Bandits Materials.
"Coin Bandits Materials" means any materials distributed via the coinbandits.com website, coinbandits.com website, or Coin Bandits Digital Workspace Account or made available by Coin Bandits, directly or indirectly, including Software, User Documentation (whether or not licensed to Licensee). Coin Bandits Materials also includes any User Documentation that Coin Bandits provides or makes available to Licensee for use with Software licensed under this Agreement. Coin Bandits Materials also includes, without limitation, any error corrections, patches, service packs, updates and upgrades to, and new versions of, the that Coin Bandits provides or makes available to Licensee under Licensee's then-current license. Licensee acknowledges that availability of Upgrades and new versions may be subject to additional fees and the Subscription Program Terms. In addition, Coin Bandits Materials includes, without limitation, any Previous Versions and other Coin Bandits Materials that Licensee receives or retains pursuant to the Subscription Program Terms, but only for so long as and to the extent expressly authorized by the Subscription Program Terms. Notwithstanding the foregoing (or any other provision of this Agreement), Coin Bandits Materials in all cases excludes Excluded Materials.
"Permitted Number" means a maximum number (e.g., number of authorized users, number of concurrent users, number of computers, sessions, etc.) applicable to a license of the Coin Bandits Materials and to the License Type (see Schedule "A") associated with such license. Such number is determined by Coin Bandits and may be specified in the applicable License Identification.
"Personal Learning Purposes" means (i) personal learning as a Student or (ii) in the case of a non- Student, personal learning, excluding (a) in-person or online classroom learning in any degree-granting or certificate granting program, and (b) learning related to any commercial, professional or other for-profit purposes.
"Personnel" means (a) Licensee's individual employees and (b) individual persons who are independent contractors working on Licensee's premises and who Subscribe and Access the Coin Bandits Materials only on and through Computers owned or leased and controlled by Licensee.
"Previous Versions" means, as to any then-current release of Coin Bandits Materials, a prior release of the Coin Bandits Materials as to which such then-current release is a successor or substitute (as determined by Coin Bandits).
"Reseller" means a distributor or reseller authorized directly or indirectly by Coin Bandits to distribute authentic Coin Bandits Materials to Licensee.
"Services" means services (including the results of services) provided or made available by Coin Bandits, including, without limitation, support services, storage, simulation and testing services, training and other benefits, but excluding services provided or made available as part of Subscription and subject to the Service Terms.
"Services Terms" means the terms for Services set forth at a location where a user may order or register for, or that is displayed in connection with ordering or registering for, such Services (e.g., a web page) or, if there are no such terms, at https://www.coinbandits.com/serviceterms or any successor or supplemental web page of Coin Bandits.
"Software" means a computer program, or a module or component of a computer program, distributed or made available by Coin Bandits. The term "Software" may also refer to functions and features of a computer program and functions and features of a cloud-based application.
"Stand-alone Basis" means (i) the Coin Bandits Materials are Accessed, subject to the terms of the Licensee's Subscription Type (see Schedule "A" for clarification) via the Coin Bandits Digital Workspace Account and (ii) the Coin Bandits Materials cannot be copied, operated, viewed, or otherwise Accessed from or through, any other Computer (e.g., through a network connection of any kind).
"Student" means an individual person who is, (i) at the time of enrolment in the subscription of Coin Bandits Materials, enrolled (a) at a recognized degree-granting or certificate-granting educational institution for three (3) or more credit hours in a degree-granting or certificate granting education program or (b) in a nine (9) month or longer certificate program and (ii) upon request by Coin Bandits is able to provide proof of such enrollment.
"Subscription" or "Subscribe" is the authorized use of Coin Bandits Digital Workspace, granted by Coin Bandits, through which Coin Bandits provides (among other things), updates and upgrades to Accounts, new versions of Accounts, and certain other support, services and training relating to Coin Bandits Materials.
"Subscription Program Terms" means the terms for Subscriptions set forth at https://www.coinbandits.com/subscriptionterms
"Territory" (a) means the country specified in the License Identification, or (b) if there is no such License Identification, or no country is specified in the License Identification, means the country in which Licensee acquires a license to the Coin Bandits Materials.
"Unsubscribe" means to disable Access to the Coin Bandits Materials.
"Upgrade" means a full commercial version of Coin Bandits Materials (a) which is a successor to or substitute for a prior release of such Coin Bandits Materials (and may incorporate error corrections, patches, service packs and updates and upgrades to, and may enhance or add to the features or functionality of, the prior release), (b) is provided to a Licensee who has previously licensed the applicable prior release from Coin Bandits and (c) for which Coin Bandits generally charges a separate fee or makes available solely to customers under Subscription. An Upgrade does not include Coin Bandits Material that Coin Bandits treats as a separate product. Whether Coin Bandits Materials are an Upgrade is determined by Coin Bandits and may be specified in the applicable License Identification.
"User Documentation" means the explanatory or instructional materials for Software (including materials regarding training for and use of the Software), whether in printed or electronic form, that Coin Bandits or a Reseller incorporates in the Software or otherwise provides to its customers when or after such customers license, acquire or Subscribe for the Software.
"Access Requirements" means (i) the Coin Bandits Materials are Accessed via the Coin Bandits Digital Workspace; (ii) the maximum number of concurrent users Accessing the Coin Bandits Materials does not exceed the Permitted Number at any time; and (iii) the minimum internet browser requirements as stipulated by Coin Bandits from time-to-time.