Coil IQ, a technology service (“Service”) operated by Coil, Inc. (“Coil” “we,” “our,” or “us”), and offered via the coiliq.com website, that enables service installers (“Installer,” or "you") to run their quoting, ecommerce and installation business.
You acknowledge and agree that we may amend this Agreement at any time by posting a revised version of this Agreement on the Service or our website or by notifying Installers directly at our sole discretion. Your continued use of the Service after any changes are made to this Agreement shall constitute your consent to such changes. We do not and will not assume any obligation to notify Users of any changes to this Agreement, or the creation or modification of any additional terms. You are responsible for remaining knowledgeable about the terms of the Agreement.
The Service is offered to Users who are 18 years of age or older and reside in the United States or Canada. Use of the Service is permitted only by individuals who can form legally binding contracts under applicable law. If you do not qualify, do not use the Service. By using the Service, you represent and warrant that you are 18 years of age or older and otherwise meet all eligibility requirements herein.
Subject to User’s compliance with this Agreement, Coil hereby grants User a non-exclusive, non-transferable right to access and use the Service, solely in the conduct of User’s normal course of business, and in accordance with this Agreement. User understands and agrees that the Service is provided under license to User, not being sold to User, and User does not gain any ownership interest of any kind in the Service under this Agreement.
Coil will not be liable if, for any reason, all or any part of the Service is unavailable at any time or for any period. From time to time, Coil may restrict access to some parts of the Service, or the entire Service, to the User. Coil does not make any representations or guarantees regarding uptime or availability of the Service.
To use the Service, You may be required to provide to us, directly or indirectly, with the following types of information (which shall be referred to collectively as “Service Data”):
We require Installers to complete a Profile (“Business Profile”). We do not review or verify the information or representations set forth in Business Profiles. Users warrant that the information they submit in creating an account or generating a Business Profile is complete, accurate and current.
Installers are requested to post licensing information in their Business Profile. Different jurisdictions may require state and/or local (county or municipal) level licensing for certain services, work, and/or project amounts. Users warrant that the licensing or other qualification information they submit is complete, accurate and current.
Installers may post information and documents concerning insurance policies and/or bonds covering their operations. While we do not verify this information, Users warrant that the insurance, bonding or other coverage information they submit is complete, accurate and current.
Service pricing data entered or imported by Installers shall remain the property of the Installer. We will not share the individual price data with a third party without the consent of the Installer.
In the event that you provide us with any feedback regarding the Service, including without limitation, any flaws, errors, bugs, anomalies, problems with and/or suggestions for the service or the Service (“Feedback”), you hereby assign to us all rights, including intellectual property rights, in the Feedback, including but not limited to, the right to use such Feedback and related information in any manner we deem appropriate.
You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. User is responsible and liable for: (i) User’s conduct; and (ii) any use of the Service through User’s information technology systems or environment, whether authorized or not. We have the right to disable any user name, password, or other identifier, whether chosen by User or provided by Coil, at any time if, in our opinion, User has violated any provision of this Agreement.
We also reserve the right to use any version of your website for any of our marketing or promotional activities, online or offline, and to modify it as reasonably required for such purposes, and you hereby waive any claims against us or anyone acting on our behalf relating to any past, present or future moral rights, artists’ rights or any other rights you may have in or to such content with respect to such uses.
You authorize Coil, inclusive of its agents, affiliates and independent contractors, to contact you at the email address or telephone number that you have provided to Coil for advertisement, telemarketing, solicitation or other purposes, using a pre-recorded voice to deliver a message, or texting you. You can unsubscribe from these messages in the settings of your account.
Coil may terminate this Agreement in accordance with the terms herein. Coil may also immediately suspend, limit, or terminate User’s access to the Service, or terminate this Agreement, if: (i) User violates this Agreement; (ii) User violates any applicable law or regulation relating to User’s use of the Service; (iii) User engages in any conduct which Coil, in its sole discretion, believes creates a security risk or is otherwise harmful to Coil or others; or (iv) User breaches any other agreement with Coil.
You are solely responsible for all customer service issues relating to your services, including pricing, fulfillment, cancellation by you or customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback, reviews, or ratings concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, you are solely responsible for customer service issues relating to your account.
The Service will allow you to set up a website through which you may advertise and offer your services or goods (“Website”). If you own and wish to use an existing domain name for your Website, you will be required to configure Coil’s service on such site. You are responsible for assuring that the Domain Name does not violate any rights of any third party, including any intellectual property rights. We may remove your Website at any time if we determine or have reason to believe, in our sole discretion, that your Domain Name may infringe upon the rights of any third party.
We respect the intellectual property rights of others and act in accordance with the Digital Millennium Copyright Act (“DMCA”). If you believe that any of your work has been copied or was otherwise used in a way that constitutes copyright infringement, please immediately notify our designated Copyright Agent using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please include the following information in writing to our designated Copyright Agent: (a) a physical or electronic signature and the contact information of the person authorized to act on behalf of the owner of the copyright, (b) a description of the copyrighted work you claim has been infringed, (c) a description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit us to locate the material (including the URL address), (d) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law, and (e) a statement that the information in the Notification is accurate, and, under penalty of perjury, a statement that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. Please be advised that pursuant to federal law you may be held liable for damages if you make a material misrepresentation in the Notification. Thus, if you are not certain that your copyright has been infringed, you should consider consulting an attorney.
Our Copyright Agent can be reached at the following address:
Coil Inc. dba Coil IQ 1307 Hayes St. STE 5 San Francisco, CA 94117 Attention: legal Email: firstname.lastname@example.org
If you believe your own copyrighted material has been removed as a result of a mistake or misidentification, you may submit a written counter notification to our designated Copyright Agent using the contact information provided above (“Counter Notification”). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (a) identification of the information that has been removed or disabled and the location at which the material appeared before it was removed or disabled, (b) a statement that you consent to the jurisdiction of the U.S. Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located, (c) a statement that you will accept service of process from the party that filed the Notification or the party’s agent, (d) your name, address and telephone number, (e) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled, and (f) your physical or electronic signature.
If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees.
You are responsible for all content you provide to Coil in connection with your Website, including photos, images, graphics, written content, audio files, or other information or data (the “Materials”). We do not claim any intellectual property rights over the Materials. All Materials you upload remain your property. You can remove the Materials and your Website at any time by deleting your account.
By uploading your Materials, you agree (a) to allow other Internet users to view the Materials you post publicly to your Website, (b) to allow Coil to store, and in the case of Materials you post publicly, to display the Materials, and (c) that Coil can at any time review any of the Materials although Coil is not obligated to do so.
You are responsible for ensuring that your Materials and the content shown on your Website do not violate any law or regulation, do not violate any rights of any third party, including any privacy rights, and do not infringe upon any intellectual property rights of any third party.
Upon termination of agreement, installer agrees to remove all reference and code on their website to Coil IQ. Users cannot continue to use Coil branding.
We may, at any time and without notice, remove any Materials, and suspend or terminate your Account or your access to the Service if you engage in activities that violate this Agreement.
We will use a notification phone number for your business. Based on your configuration of the Services, you will send job related notifications to your customers from this phone number when notifications are turned on. Customers will not be able to respond to messages from this default number. You agree that you are the sender of these communications, not Coil. You also agree that Coil is not liable to you, your employees or independent contractors, or your potential or actual customers for any such communications. You further agree that you will indemnify and hold harmless Coil from any claims that these communications violate any federal or state law or regulation.
Company notification phone numbers are not transferable.
If we have reasonable suspicion of misuse, we may temporarily suspend or deactivate your phone number functionality for any period of time, at our discretion.
You authorize Coil, inclusive of its agents, affiliates and independent contractors, to contact you at the email address or telephone number that you have provided to Coil for advertisement, telemarketing, solicitation or other purposes, using an automatic telephone dialing system or a pre-recorded voice to deliver a message. You can unsubscribe from these messages in the settings of your account. If you do not consent to receive these messages or if you later unsubscribe, you may miss out and not receive certain messages from Coil.
Coil and Installers are separate and independent entities, and the employee of one of those entities is not an employee of another entity. We are not an agent of the Installer and vice versa. We provide a referral service to Installers. In no event will Coil be considered a general contractor, construction manager, project manager, joint employer, joint venturer, or partner of Installer or any of its affiliates or their respective personnel.
Coil and Installers are separate and independent entities, and the employee of one of those entities is not an employee of another entity. We are not an agent of the Installers and vice versa. We provide a referral service to Installers. In no event will Coil be considered a general contractor, construction manager, project manager, joint employer, joint venturer, or partner of Installers or any of its affiliates or their respective personnel.
WE DO NOT ENDORSE OR RECOMMEND THE SERVICES OF ANY PARTICULAR INSTALLER. THE DECISION TO ENTER INTO AN AGREEMENT FOR WORK BELONGS ENTIRELY TO THE CONSUMER. WE DO NOT WARRANT INSTALLERS’ PERFORMANCE ON THE JOB OR THE QUALITY OF GOODS, MATERIALS, EQUIPMENT OR SERVICES FURNISHED BY INSTALLER. WE DO NOT CONTRACT FOR OR PERFORM, AND IS NOT RESPONSIBLE FOR, ANY OF THE SERVICES REQUESTED BY THE CONSUMER IN THE SERVICE REQUEST. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF ANY INSTALLERS OR THE INSTALLERS ABILITY TO PROVIDE A SERVICE COMPLIANT WITH THE CONSUMER’S SERVICE REQUEST. YOU EXPRESSLY ACKNOWLEDGE THAT WE MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE QUALITY OF SERVICES RENDERED BY ANY SERVICE PROVIDER.
INSTALLERS ARE SOLELY RESPONSIBLE FOR ITS INTERACTIONS WITH CONSUMERS. CONSUMER’S RIGHTS UNDER CONTRACTS YOU ENTER INTO WITH INSTALLERS ARE GOVERNED BY THE TERMS OF SUCH CONTRACTS AND BY APPLICABLE FEDERAL, STATE, PROVINCIAL AND LOCAL LAWS. SHOULD YOU HAVE A DISPUTE WITH ANY INSTALLER, YOU SHOULD ADDRESS SUCH DISPUTE WITH THE INSTALLER DIRECTLY. WE ARE NOT A PARTY OR THIRD- PARTY BENEFICIARY TO THE CONTRACTS BETWEEN CONSUMERS AND INSTALLERS.
IN EXCHANGE FOR THE SERVICE PROVIDED BY US AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS ACKNOWLEDGED, USER EXPRESSLY AGREES TO RELEASE COIL, ITS OFFICERS, DIRECTORS, AFFILIATES, PARENT COMPANIES, PARTNERS, EMPLOYEES AND AGENTS FROM ANY CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES AND DAMAGES (DIRECT AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE YOU HAVE, EXCEPT THAT THIS RELEASE DOES NOT APPLY TO CLAIMS BY YOU DIRECTLY ARISING OUT OF COIL’S MATERIAL BREACH OF THIS AGREEMENT, OR TO THE EXTENT THE FOREGOING RELEASE IS PROHIBITED BY LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
WE MAKE NO REPRESENTATION ABOUT THE SUITABILITY OF THE CONTENT ON OR SERVICES OF THIS SERVICE FOR ANY PURPOSE. WE DO NOT PROMISE THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT IT WILL PROVIDE SPECIFIC RESULTS FROM USE OF THE SERVICE OR ANY CONTENT, SEARCH OR LINK ON IT. WE MAKE NO REPRESENTATION THAT YOUR WEBSITE WILL SATISFY ANY REQUIREMENTS OF THE AMERICANS WITH DISABILITIES ACT OR OF ANY OTHER LAW, REGULATION OR ORDINANCE GOVERNING ACCESSIBILITY OF WEBSITES OR PLACES OF PUBLIC ACCOMMODATION OR OF ANY PRODUCTS OR SERVICES. THE SERVICE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. WE SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THIS SERVICE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THIS SERVICE OR FOR ANY DAMAGE TO YOUR COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH THIS SERVICE. WE SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE MAKE NO GUARANTEES OF ANY SPECIFIC RESULT FROM USE OF THIS SERVICE. YOUR USE OF THIS SERVICE IS AT YOUR OWN RISK.
WE MAY FROM TIME TO TIME RECOMMEND, PROVIDE YOU WITH ACCESS TO, OR ENABLE THIRD PARTY SOFTWARE APPLICATIONS, PRODUCTS, SERVICES OR WEBSITE LINKS (“THIRD PARTY SERVICES”) FOR YOUR CONSIDERATION OR USE. SUCH THIRD PARTY SERVICES ARE FOR YOUR CONVENIENCE ONLY AND WE MAKE NO WARRANTY OF ANY KIND WHATSOEVER REGARDING SUCH THIRD PARTY SERVICES.
IN NO EVENT SHALL WE, OUR OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, PARENT COMPANIES, EMPLOYEES AND/OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, GENERAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RELATING TO (1) THIS AGREEMENT, OR THE USE OF, CONTENT IN, DELAY OR INABILITY TO USE, OR OTHERWISE ARISING IN CONNECTION WITH THIS SERVICE, (2) THE CONDUCT OF A USER, INSTALLERS OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. WE ARE NOT LIABLE FOR ANY LOST DATA RESULTING FROM THE OPERATION OF THE SERVICE OR THE ENFORCEMENT OF THE TERMS. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTY USERS, CONSUMER USERS, ADVERTISERS AND/OR SPONSORS ON THE SERVICE, IN CONNECTION WITH THE SERVICE OR OTHERWISE RELATED TO YOUR USE OF THE SERVICE. BY USING THE SERVICE, YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICE. IN NO EVENT WILL COIL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, EVEN IF FORESEEABLE, EXCEED THE SUM OF ALL FEES PAID BY YOU TO COIL IN THE PREVIOUS SIX (6) MONTHS. TO THE EXTENT YOUR STATE DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
In order to protect the integrity of the Service, we reserve the right, at any time, in our sole discretion, to block Users from certain IP addresses and UDIDs from accessing the Service.
We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will not be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide such information at your own risk.
This Agreement will remain in full force and effect while you use the Service. You may terminate your account at any time, for any reason. To cancel an account, please send an email to email@example.com. If you terminate your account, your account will be disabled within 14 days. We may terminate your account or this Agreement at any time, with or without cause, by sending notice to you at the email address you provide in your account registration, or such other email address as you may later provide to us. All decisions regarding the termination of accounts shall be made in the sole discretion of us. We are not required to provide you notice prior to terminating your account. We are not required, and may be prohibited, from disclosing a reason for the termination of your account. Even after your account is terminated, this Agreement will remain in effect. If you are due a refund for canceling your paid account, a refund will be issued to you within 14 days of request to cancel.
This Agreement is governed by and construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule. If there is any legal suit, action, proceeding or other dispute arising out of this Agreement or the use of the Service, by using the Service you expressly agree that any such dispute shall be governed by the laws of the State of California, without regard to its conflict of law provisions.
The Service is controlled and operated by Coil from its offices within the United States and is intended only for use by users in the United States and Canada. The Service is not intended to subject Coil to any non-U.S. jurisdiction or law. Coil makes no representation that the information or materials on or linked through the Service is appropriate or available for use in other locations. If User chooses to access the Service from other locations, it does so on its own initiative and at its own risk and is responsible for compliance with all applicable laws, rules and regulations in its respective location in doing so.
You and We agree that any legal disputes or claims between the Parties that cannot be resolved informally will be submitted to binding arbitration in California, except that “common count” claims recognized under California law to recover a debt, including book account, account slated, reasonable value of services delivered, and money had and received, shall not be subject to arbitration but shall be subject to resolution in a legal proceeding in state courts located in San Francisco, California or in any other court having jurisdiction. The arbitration shall be conducted by the American Arbitration Association, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. You agree that in no event shall any claim, action or proceeding by You related in any way to the Service be instituted more than three (3) years after the cause of action arose. Subject to applicable law, any disputes between us will only be resolved on an individual basis, and You shall not have a right to bring an action against us as a member or representative of a class or in any consolidated or collective action or in any other legal proceeding conducted by a group or by a representative on behalf of others and any such rights are expressly waived.
You agree to indemnify, defend and hold harmless Coil, its parents, subsidiaries, affiliates, officers, agents, partners and employees, from and against any loss, liability, claim, demand or suit, including reasonable attorney’s fees, resulting from or arising out of (a) any of your acts or omissions, (b) any violation or breach by you of this Agreement, or (c) any claim that your Domain Name or any of the Materials, or your use of the Service, violates any law or regulation or any right of any third party, including any right of privacy, or infringes upon any intellectual property rights of any third party.
Except as otherwise set forth expressly herein, nothing contained in this Agreement, express or implied, is intended to confer upon any person or entity, other than Coil and the Installers, any benefit, right or remedy.
The provisions of these Terms of Service shall survive and continue to apply after our relationship expires or has been terminated for any reason, except where otherwise required by the context.
Under no circumstances will Coil be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond Coil’s reasonable control.
If any provision of this Agreement is found to be unlawful or unenforceable, then that provision will be deemed severable from this Agreement and will not affect the enforceability of any other provisions.
The failure by Coil to enforce any right or provision of this Agreement will not prevent Coil from enforcing such right or provision in the future.
No delay, failure or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by an acts of war; terrorism, hurricanes, earthquakes and other acts of God or of nature, fire or flood; strike or labor unrest; degradation of telecommunications service; degradation of computer services not under the direct control of such party; or other causes beyond the performing party’s reasonable control.
Coil may assign its rights and obligations under this Agreement, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law. Users may not assign rights and obligations under this Agreement, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law, without Coil’s prior written consent.
Coil may send notices pursuant to this Agreement to User’s email contact points provided by User, and such notices will be deemed received at the time they are sent. Users may send notice pursuant to this Agreement to the email address below, and such notices will be deemed to be received at the time they are sent.
If User has questions or comments about the Service or this Agreement, please contact us at firstname.lastname@example.org.