1. ACCEPTANCE OF TERMS
Coastal Flow Measurement, Inc., its subsidiaries, and its affiliates (the Coastal Flow Measurement Companies or "Coastal Flow") provides its Service to you ("You," "Your" or "Customer") subject to the following Terms of Service ("TOS"), which may be updated by Coastal Flow from time to time without notice to You. You can review the most current version of the TOS at any time at: http://www.coastalflow.com/TermsOfService.html. Your use or access to the Service (defined below) constitutes Your acceptance of the TOS.
2. DESCRIPTION OF SERVICE
The Coastal Flow Measurement Companies provide users with web access to a broad range of operational and archival data services, including, but not limited to, data collection, processing and presentation ("Service"). Upon request, Service may include alerts and alarms that Coastal Flow may provide when conditions are outside of acceptable limits. You also understand and agree that the Service may include certain communications from Coastal Flow, such as service announcements, administrative messages and system update notifications, and that these communications are considered part of the agreement for using the Service and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features or functionality that augment or enhance the current Service shall become part of the Service and be subject to the TOS. However, You understand and agree that the Service is provided "AS-IS" and that Coastal Flow assumes no responsibility for the timeliness, deletion, misdelivery, or failure to store any information.
Coastal Flow respects each customer's right to privacy and takes all reasonable steps to protect and safeguard personal, proprietary, and sensitive information..
4. END-USER ACCOUNT, PASSWORD, AND SECURITY
You will receive end-user account credentials upon completing the Service's registration process including a user name and password. You are responsible for maintaining the confidentiality of the user name and password as well as all other account information and are fully responsible for all activities that occur under your end-user account. You agree to (a) immediately notify Coastal Flow of any unauthorized use of your password or account information or any other breach of security, and (b) ensure that You exit (log-out) from Your account at the end of each session. Coastal Flow will not be liable for any loss or damage arising from your failure to comply with this Section.
5. SECURITY MEASURES
You understand that the technical processing and provisioning of the Service, including Customer specific data ("Content" herein), may involve (a) transmissions over various networks, and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Coastal Flow and/or content providers who contribute to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution, or public exhibition of the materials provided through the Service, in whole or in part, is strictly prohibited
6. CONTENT SUBMITTED OR MADE AVAILABLE THROUGH THE SERVICE
Coastal Flow does not claim ownership of Content that You submit or make available for inclusion through the Service. However, with respect to Content that You submit or make available for inclusion through publicly accessible areas of the Service, you grant Coastal Flow worldwide, royalty-free and non-exclusive license(s), to use and display such Content through the Service solely for the purposes to which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content through the Service and will terminate at the time You or Coastal Flow removes such Content from the Service.
Notwithstanding anything to the contrary contained elsewhere herein, You shall release, defend, protect, indemnify and hold harmless Coastal Flow and its subsidiaries, affiliated companies, officers, directors, agents, employees, partners, co-venturers, invitees, assigns, licensors and the representatives and subrogees of said parties from and against any loss, cost, claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit, or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.
8. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes, any portion of the Service (including your Coastal Flow end-user account credentials), use of the Service, or access to the Service.
9. MODIFICATIONS TO SERVICE
Coastal Flow reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Coastal Flow shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Service.
You agree that Coastal Flow may, under certain circumstances and without prior notice, immediately terminate your Coastal Flow account, any associated e-mail address, and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by You (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by You in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by You in connection with the Services. Termination of Your Coastal Flow account includes (a) removal of access to all offerings within the Service, (b) deletion of Your end-user account and all related information, files and Content associated with or inside your account (or any part thereof), and (c) barring of further use of the Service. Further, You agree that all terminations for cause shall be made in Coastal Flow's sole discretion and that Coastal Flow shall not be liable to You or any third party for any termination of Your account, any associated e-mail address, or access to the Service.
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Coastal Flow has no control over such sites and resources, You acknowledge and agree that Coastal Flow is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Coastal Flow shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods, or services available on or through any such site or resource.
12. COASTAL FLOW'S INTELLECTUAL AND PROPRIETARY RIGHTS
All intellectual property rights in and to the Service are and shall be exclusively owned by Coastal Flow. Those rights include, but are not limited to, database rights; copyrights; design rights (whether registered or unregistered); trademarks and service marks (whether registered or unregistered); and other similar rights, wherever existing in the world, together with the right to apply for protection of the same. All other trademarks, service marks, logos, company or products names set forth in the Service are the property of their respective owners. The trademarks and service marks and other Coastal Flow logos and product and service names are the property of Coastal Flow Measurement, Inc. or its subsidiaries and affiliates (the "Coastal Flow Marks"). Without Coastal Flow's prior written permission, You agree not to display or use in any manner the Coastal Flow Marks.
You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. The proprietary and confidential information provided in connection with the Service may include, without limitation, trade secrets, know-how, discoveries, formulas, processes, plans, specifications, guidelines, graphics, notes, instructions, training materials, software, software programs, software documentation, illustrations and other copyrightable works, ideas or materials. You further acknowledge and agree that the proprietary and confidential information presented to You through the Service may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Coastal Flow, You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works or services based on the Service or the Software, in whole or in part.
As applicable, Coastal Flow grants You a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that You do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Coastal Flow for use in accessing the Service and you agree that Coastal Flow retains all right, title and interest in its proprietary and confidential information at all times.
13. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COASTAL FLOW AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
b. COASTAL FLOW AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
c. ANY MATERIAL DOWNLOADED, EXPORTED INTO SPREADSHEETS OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COASTAL FLOW OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
e. A SMALL PERCENTAGE OF USERS MAY EXPERIENCE SEIZURES OR OTHER HEALTH-RELATED PROBLEMS WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN, SUCH AS WHILE USING THE SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR HEALTH PROBLEMS, SEIZURES, OR EPILEPSY. THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY INJURIES SUFFERED AS A RESULT OF USE OF THE SERVICE.
14. LIMITATION OF LIABILITY
Notwithstanding anything to the contrary contained elsewhere herein and to the fullest extent permitted by applicable law, in no event shall Coastal Flow be liable for any indirect, incidental, special, consequential or punitive damages whatsoever, including but not limited to damages for lost profits, cost savings, revenue, business, data or use, or any other pecuniary loss by you arising out of the use or inability to use the Services regardless of the cause or causes, in excess of the total amount paid to Coastal Flow, and You shall release, defend, indemnify and hold harmless Coastal Flow for all amounts in excess of such limitation of liability. You agree that the foregoing limitations apply whether in an action in contract or tort or any other legal theory and apply even if Coastal Flow has been advised of the possibility of such damage..
15. CONSEQUENTIAL DAMAGES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT COASTAL FLOW AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COASTAL FLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
16. NO THIRD-PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this agreement.
Coastal Flow may provide You with notices, including those regarding changes to the TOS, by e-mail, regular mail or postings on the Service.
18. GENERAL INFORMATION
Entire Agreement. Unless otherwise agreed in writing by You and Coastal Flow, the TOS contains the entire agreement between You and Coastal Flow with respect to the matters contained herein.
Choice of Law and Forum. The TOS and the relationship between You and Coastal Flow shall be governed by the laws of the State of Texas without regard to its conflict of law provisions. You and Coastal Flow agree to submit any claims or disputes arising out of this agreement to arbitration in Houston, Texas, which shall be administered by the American Arbitration Association, Texas.
Waiver and Severability of Terms. The failure of Coastal Flow to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
No Right of Survivorship and Non-Transferability. You agree that Your Coastal Flow end-user account is non-transferable and any rights to Your Coastal Flow end-user account or contents within Your account terminate upon Your death (or if a non-natural person, upon dissolution or termination).
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within two (2) years after such claim or cause of action arose or be forever barred.
Headings. The section titles in the TOS are for convenience only and have no legal or contractual effect.