Terms of Use

Last updated on Nov 1st, 2020

Welcome to Pumble, a team chat and collaboration app!
Pumble (as defined in Section 1) is owned and operated by COING Inc., 2100 Geng Road, Suite 210, Palo Alto, CA 94303, USA.

By accessing, downloading, saving, installing, using or attempting to use Pumble, you enter into a legally binding contract with COING and you agree to these Terms of Use (as defined in Section 1), Privacy Policy, Cookie Policy, Security Policy, including any supplemental license terms that accompany the Software (as defined in Section 1), any documents and any linked terms in the Terms of Use (such as the Price Plan).

Terms of Use in other sections apply generally to all Service and to all Users (as defined in Section 1). Nevertheless, Section 25 of the Agreement, which contains service-specific terms, applies to the Clients (as defined in Section 1) in addition to the general Terms of Use. These service-specific terms govern if there are any conflicts with the general terms.

Even though the essential features of Service are free of charge, some features may entail an obligation to pay. Therefore, please pay attention to these Terms of Use and other information displayed on Pumble.

All the terms are important and together create this Agreement that applies to you. If you find anything in the text that you do not agree with, please stop using Pumble immediately and/or delete your account. Accounts on Pumble can be deleted in accordance with these instructions.

IN ADDITION, THESE TERMS INCLUDE A BINDING ARBITRATION CLAUSE IN SECTION 22 AND A CLASS ACTION WAIVER IN SECTION 23 OF THE TERMS OF USE. YOU ALSO UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND COING ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY. THESE PROVISIONS AFFECT YOUR RIGHTS TO RESOLVE DISPUTES WITH COING AND WE STRONGLY SUGGEST YOU REVIEW IT CAREFULLY.

1. DEFINITIONS

When we say "active user" we are referring to the user who has either "active" or "invited" status. When we say "Agreement" we mean the contract comprising these Terms of Use (as amended from time to time in accordance with Section 4), Privacy Policy, Cookie Policy, Security Policy, Price Plan, any terms linked in this document and any supplemental license terms that accompany the Software or terms agreed separately between the Parties (applicable to Server Pumble).

When we say "Client" we mean a User who installs a full or partial copy of Server Pumble (as defined below in this section) on the User's device (as defined below in this section). When we say "Customer" we mean a User who either creates a Workspace (as defined below in this section) on Cloud Pumble (as defined below in this section), invite Users to that Workspace, or purchases subscription(s), or use or allow use of that Workspace after being notified of a change to the Agreement. Customers are exclusively entitled to provide instructions on User Content to COING.

When we say "Pumble" or "Software", we refer to the messaging app, all the desktop apps and mobile apps, its updates, upgrades, enhancements, modifications, extensions, new features and possible replacements provided by COING, now existing or later developed, and other programs and tools, developed in conjunction therewith, including:

  • Cloud-based service, whereby COING is making available the Software, the User Account, and the Content on-demand (Cloud Pumble).
  • Software installed on a licensed User's device and hosted by that User - Client (Server Pumble).
  • Set of APIs that enable the User community, including application developers and website operators, to retrieve data from Pumble or provide data to us (Platform).

When we say "COING", "we" or "us ", we are referring to COING Inc., 2100 Geng Road, Suite 210, Palo Alto, CA 94303, USA.

When we say "Content" we mean all Pumble's features and technical resources available to Users, including but not limited to information, data, text, photographs, videos, audio clips, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through Pumble.

When we say "End User" we mean User who uses Server Pumble based on the license lawfully obtained by Client (Server Pumble). End Users have to access Server Pumble via email that contains the Client’s domain used for the license under the Agreement.

When we say "Enterprise" we mean a User of Cloud Pumble which is a legal entity.

When we say "Extra Features" we mean features that are not included in the free version of Cloud Pumble and that require a subscription to one of the Paid Plans.

When we say "Free Plan" we mean features that are included in the free version of Cloud Pumble.

When we say "Intellectual Property Rights" we mean any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or another intellectual property right, and all similar or equivalent rights or forms of protection, in any part of the world.

When we say "Party" or "Parties" we refer to COING and/or User.

When we say "Paid Plan" we mean any subscription plan that we charge as explained here.

When we say "Price Plan" we refer to the description of a set of features for each Paid Plan, available here.

When we say "Privacy Policy" we refer to COING's personal data protection policy available here.

When we say "Security Policy" we refer to COING's security data protection policy available here.

When we say "Seats" we mean the number of Users in the Paid Plan including both active and inactive users.

When we say "Service" we mean making Pumble available by COING in any version (both Cloud Pumble and Server Pumble), in full or in part, including any updates, upgrades, enhancements, modifications, new features, programs and tools.

When we say "Server Plan" we mean the pricing for the "Server Pumble" as explained here and agreed between the Parties.

When we say "Subscriber" we mean User to whom a Paid Plan belongs.

When we say "Subscription Term" we mean period for which the Paid Plan is made available to a Subscriber, provided Subscriber adheres to the obligations arising from the Agreement. The subscription can be either monthly or annual.

When we say "Terms of Use" or "TOU" we mean these rules that govern the use of the Service for all types of Users.

When we say "User", “you” or "You" we refer to any person or entity, other than COING, that uses, accesses, downloads, saves, installs, possesses, controls, or receives the Service or the Software or any part thereof. The term User encompasses different categories of users which: 1) may be divided based on the type of Service they use (for example, Customer (Cloud Pumble), user who has been invited by Customer, Client and End User (Server Pumble) 3) are using Pumble as natural persons or as legal entities (Enterprise). The term User also includes those that access the Platform (within the meaning of Section 1). Users should interpret the term as referring to them unless the context suggests otherwise.

When we say "User Account" we mean an account provided by Pumble, whose purpose is to allow User to access and use Content or certain parts of it and create User Content.

When we say "User Content" we mean any content provided by User in Workspace or anywhere else on Pumble, including any entered, recorded, stored, used, controlled, modified, disclosed, transmitted, or erased information and data. Only Customer may provide instructions to delete User Content.

When we say "Website" we mean the website located at https://pumble.com/ as well as the related mobile apps and desktop apps collectively or each of them individually.

When we say "Workspace" we mean the user environment provided via the Service, including private workspace (only visible to the User that created it) or shared workspace (visible to the User that created it and to the Users with whom it has been shared).

2. WHO CAN USE PUMBLE?

The Service is solely intended for those who have full legal capacity.

If You are a natural person, You need to be at the age of majority (legal age) to be able to use the Service. Legal age depends on the national legislation applicable to the User (probably You need to be 18 years old). By using the Service, You represent that You are of legal age. If You are not at the required age, please stop using the Service immediately.

A Customer must ensure that any End User, whom he causes to become a User (for example, by inviting the person to access the Service) has full active legal capacity.

The Service is primarily aimed at businesses and companies. However, if You are using the Service as a natural person for a purpose unrelated to trade, business or profession and wish to rely on consumer protection legislation, you need to notify COING before you start using the Service and before subscribing to any Paid Plan. In the event a User fails to send such notification to COING, the User will not be able to rely on any applicable consumer law and will not be able to invoke any consumer rights (including the right to withdraw from the Agreement).

If You are an individual User, or are accessing the Services or Software, or are otherwise browsing the Website, this Agreement is between You, individually, and COING.

If You enter this Agreement on behalf of Enterprise, You warrant that:

  • You have the full legal authority to bind the Enterprise to TOU;
  • You have read and understood the TOU;
  • You represent that You have the Enterprise's permission and authority to use the Enterprise's User Content;
  • You agree to TOU on behalf of the Enterprise that You represent.

Please note that, if You subscribe for the Service with an email address from the Enterprise (containing corporate email domain), You will be deemed to represent such Party and the word "User" or "You" in these TOU will refer to such Enterprise.

In this case Enterprise and the individual who subscribed on behalf of the Enterprise are jointly responsible for the use of the Services and Software. Any violation of the TOU by any of the End Users shall be deemed to be a violation thereof by the Enterprise and individual who subscribed on behalf of the Enterprise.

If You subscribe for the Service with a personal email address and there is no formal affiliation to an Enterprise, You will be deemed Customer and not the Enterprise.

The Customer will:

  • inform Users who have been invited by that Customer to the Service of all rules, policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of User Data, and
  • ensure the transfer and processing of User Data under the Agreement and the applicable law is lawful.

COING reserves the right to manage its User profile, the risks it will assume, the industries it will serve, and the locations where it will do business, including choosing to not provide services to certain groups parties, industries, or companies in certain countries, in its sole discretion.

Unless otherwise agreed to by You and COING, in the case of Enterprise, during the Term, COING may disclose your business name as a Client of Pumble and/or Subscriber to the Service, and You hereby grant COING the right to display your name, company, and logo in COING’s marketing materials and on COING’s public website, in each case in accordance with any branding guidelines You may provide to COING.

If You integrate with COING using our API, You must use efficient programming, which will not cause an excessive number of requests to be made in too short a period of time, as-determined solely by COING. If this occurs, COING reserves the right to throttle your API connections or suspend or terminate your COING account.

3. CONSENT AND THE SERVICE

User shall be bound by this Agreement in any of the following situations, whichever occurs first:

  • 1. Upon creating a User Account (including when being invited by a Customer). Creating a User Account entails an obligation to verify the User’s email.
  • 2. If User agrees to or is deemed to have agreed to the Agreement. Any use, access, or attempt to use or attempt to access the Software or the Service shall be considered deemed to agree.
  • 3. If User installs or attempts to install a Server version of Pumble.
  • 4. If Client makes the payment for the license for Server Pumble.

Client is responsible to ensure End Users comply with the Agreement.

We will make the Service available to You pursuant to this Agreement and the applicable plan You have chosen. We will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except (a) during planned downtime (of which we will give advance notice); or (b) for any unavailability caused by circumstances beyond our reasonable control, including, for example, a force majeure event; or (c) as necessary to update the Service to ensure its security and integrity and provide the Service only in accordance with applicable law. Downtime excludes performance issues with individual features, external network, or equipment problems outside of our reasonable control, or issues that are related to external apps or third parties.

You acknowledge that COING may modify the features and functionality of the Service during the Term of the Agreement. COING shall provide You with commercially reasonable advance notice of any deprecation of any material feature or functionality.

If You are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, You agree that your sole and exclusive remedy is to terminate your subscription and discontinue use of the Service.

4. AGREEMENT AMENDMENTS

COING may revise and update these Terms of Use or any part of Agreement at any time.

If you use Cloud Pumble, you are cautioned to review the Terms of Use posted on the Website periodically. Any changes shall enter into force upon being published on the Website and/or after at least 10 days after you have received a notification from us via email or on the User Account. Your continued access or use of the Website after any such change will constitute your acceptance of these changes. If you do not agree to the new terms of Agreement, and you have not subscribed to any of the Paid Plans, you must stop using Cloud Pumble and delete your account.

If you are subscribed to any of the Paid Plans, the existing Agreement will continue to be valid until the expiration of the then-current billing term (for example, until the expiry of the month for which Client has already made payment to COING), unless the Parties agree otherwise (including the agreement which entails an implicit consent by the User’s continued use).

If you use Server Pumble, COING will send you the notification on the amendments of TOU. If you do not agree to the new TOU, you must notify COING within 10 days from receipt of such notification or delete your User Account. If you fail to send such notification to COING or delete your User Account, your continued use will be deemed as acceptance to the new TOU. If you do not wish to comply with the new TOU and you send a notification with the refusal to comply within 10 days, the existing Agreement will continue to be valid until the expiration of the then-current billing term (for example, until the expiry of the year for which Client has already made payment to COING), unless the Parties agree otherwise.

5. ELECTRONIC COMMUNICATIONS

By accepting these TOU, you agree to this electronic contract. In addition, by visiting or sending emails via Pumble constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, via email or notification on User Account, satisfy any legal requirement that such communications be in writing.

Please note that notifications about any amendment of TOU by Section 4 (Agreement Amendments) or any material change to the Service or the Agreement will be sent to your email, as stipulated in Section 19 (Notices). We have a legal obligation to inform you about the change of the terms so you can decide whether to continue using the Service. Such correspondence does not constitute marketing or promotional emails, and you cannot unsubscribe from receiving such notifications. If you do not wish to receive such notifications, you need to terminate the Agreement by deleting your account.

6. INTELLECTUAL PROPERTY

Unless otherwise indicated in the Agreement, the Service, Pumble and its entire Content (including but not limited to the original source code, Website copy, images, graphic elements, design, databases, logo or other signs, domain, trade name and business name, trademarks or service marks, any customized work, and other related materials) are protected by Intellectual Property Rights of COING.

Users may not acquire any other Intellectual Property Rights under this Agreement. Pumble is made available on a limited-access basis, and no ownership right may be conveyed to any User, irrespective of the use of terms such as "purchase" or "sale" in TOU or anywhere on the Website.
Any unauthorized use of the Content and/or any part of it, without the permission of the owner of Intellectual Property Rights, shall be deemed an infringement of Intellectual Property Rights.

COING will take all legal remedies to protect its Intellectual Property Rights immediately upon the knowledge of such unauthorized use.

Any copying of Content or downloading Content in part or whole is permitted only by written consent from COING.

COING also reserves all Intellectual Property Rights not expressly granted in this Agreement.

7. AUTHORIZATION TO USE

If you are a natural person using Cloud Pumble, in consideration of your acceptance of this Agreement and your payment of all applicable fees (if any), COING grants you a personal, limited, non-exclusive, non-transferable, revocable authorization to access and use the Service for your personal purposes in accordance with the Agreement and any other instructions on the Website.

If you are an Enterprise using Cloud Pumble, in consideration of your acceptance to this Agreement and your payment of all applicable fees (if you choose to subscribe to a Paid Plan), COING grants you a limited, non-exclusive, non-transferable (or restrictedly transferable), revocable authorization to access and make use of the Service solely for your internal business purposes, in accordance with the Agreement and any other instructions on the Website.

Save for Server Pumble, nothing in this Agreement obligates COING to deliver or make available any copies of computer programs or code to the User of Cloud Pumble, whether in object code or source code form. You agree to use the Service only in compliance with all applicable local, state, national, and international laws, rules, and regulations.

The authorization to access enables:

(1) Customer: the right to use the Service in accordance with the Agreement and to provide a limited set of its rights to the User with whom they shared a Workspace.

(2) To the User who has been invited by Customer: the right to access and use their User Account in accordance with the Agreement, whose benefits the Customer is entitled to enjoy.

(3) To the Subscriber: the right to use Extra Features for the agreed number of Workspaces and seats conditioned with the payment in accordance with the Price Plan.

If you are a Client subscribed to the Server Plan, please see Section 25 of the TOU. Any other use of the Software or the Service, not specifically mentioned in this Agreement, by any User, is forbidden. For example, the authorization to use does not give you any right to, and You may not:

  • publish, copy, rent, lease, lend, sell, create derivative works or transfer in any way the Software, Website, Service or any portion(s) of the foregoing;
  • distribute, transmit, publish or otherwise disseminate the Software, Website, Service or any portion(s) of the foregoing;
  • attempt to access or derive the source code or architecture of the Software or work around any technical restrictions or limitations in the Software;
  • reverse engineer, decompile, or disassemble the Software, or attempt to do so;
  • when using Internet-based features, you may not use those features in any way that could interfere with anyone else's use of them, or to try to gain access to or use any service, data, account, or network, in an unauthorized manner;
  • attempt to probe, scan or test the vulnerability of the Website, Service, and/or Software, or any associated system or network, or to breach any security or authentication feature or measures, and, if you are blocked by COING from accessing the Site, Software or Service (including by blocking your IP address), you will not implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address).

8. SUBSCRIPTION

By creating a User Account at Cloud Pumble you automatically start your Free Plan. You may choose to switch from the Free Plan to any Paid Plan at any time. Once you choose to do so, we start to apply the respective subscription fees in accordance with the applicable Paid Plan.

Anyone who subscribes to any Paid Plan or anyone who permits or causes another person to make an order on their behalf will be liable for the payment arising from such a subscription. The same rules will apply to anyone who permits to be designated as a payer for a Paid Plan.

Paid Plan is connected to a single Workspace. After subscribing to a Paid Plan to one or more Workspaces, a User may continue to have multiple Workspaces subscribed to a Free Plan.

Paid Plans for Cloud Pumble are charged either monthly or annually, as chosen upon subscription.

Paid Plans are being charged based on the number of seats and number of Workspaces with Extra Features within such a plan.

If a Subscriber has filled out all available seats in the account, the Subscriber can purchase additional seats. The number of seats cannot be lower than the number of active users. The Subscriber may not invite new Users before adding a sufficient number of seats.

All payments for the Paid Plan are due in advance by the first day of the billing period.

Prices set out in the Price Plan are subject to change at any time. Any price may change at any time and will become binding on the Subscriber upon the following conditions:

  • (1) For Cloud Pumble, COING has sent a 7-days-period-notice;
  • (2) The User did not unsubscribe from the Paid Plan within such a period or by the end of the then-current Subscription Term, whichever date is later.

Such notice may be sent to a Subscriber by email to your most recently provided email address or posted on the Website or by any other manner chosen by COING in its commercially reasonable discretion. You will be deemed to have received any such notice that is posted on the Website on the day following the date it was posted.

9. PROMOTIONAL TRIAL-PERIODS

COING sometimes offers a free trial period (hereinafter: “Free Trial”) as explained on the Website or otherwise. During the Free Trial, Users are subject to TOU except as otherwise stated in such offers. COING reserves the right, in its sole discretion, to determine the eligibility of a User for Free Trial. Free Trial Users may, at any time choose not to continue to a Paid Plan by cancelling before the end of the Free Trial.

COING may require a User to have a valid payment instrument, such as a credit card or other permitted payment method before using the Free Trial. In this case, we may validate that payment method, including by requesting a temporary authorization from the financial institution issuing your payment instrument. If we determine that your payment instrument is invalid, without limiting any of our other rights, we may revoke any benefits, You may have received as part of the Free Trial.

The User will not be eligible to participate in any Free Trial for a Workspace in relation to which the User has already been subscribed to any Paid Plan.

10. PAYMENT

Anyone who subscribes to Service or anyone who has permitted or caused another person to make a subscription on their behalf is deemed to have agreed to and accepted liability for the payments under such Paid Plan.

User must keep all the billing data complete and accurate (such as a change in billing address, credit card number, or credit card expiration date) and must promptly notify COING if payment method has changed (for example, for loss or theft) or if User becomes aware of a potential breach of security, such as the unauthorized disclosure or use of name or password. If User fails to provide any of the foregoing information, User agrees that COING may continue charging for any use of the Service unless User has terminated Agreement as set forth herein.

All sums payable to COING hereunder shall be paid in full, without deducting or allowing the deduction of any currency conversion, wire transfer, remittance, applicable tax, or other charges related to the payment.

The payment of the Service shall be made before the commencement of the Subscription Term.

If your Paid Plan involves a recurring payment of a fee, unless you notify us before a charge that you want to cancel or do not want to automatically renew your subscription (including payment of the Fees for Server Pumble), you understand it will automatically continue and you authorize us (without notice to you, unless required by the applicable law) to collect the then-applicable fees and any taxes using any credit card we have on record for you.

You hereby authorize COING to charge to your designated account, relating to the Service you select, and you agree to pay all such fees in accordance with the TOU.

If your default payment instrument is declined for any reason, we may deny access to the Paid Plan immediately.

The fees are exclusive of any VAT or other taxes and public duties, save where COING has explicitly stated to the contrary. It is each User's responsibility to bear all public duties related to the purchase of the Service.

All payments are handled by a third-party payment gateway. COING is not responsible for the processing of Client's payment and shall not be liable for any matter in connection therewith.

Paid fees are non-refundable. If the Agreement or a Paid Plan or a Server Plan is terminated or varied during a certain billing period, the User shall not be entitled to any refund concerning that billing period. In addition, payments made for the future billing periods will not be refunded unless the Parties explicitly agree otherwise.

You understand that cessation of use of the Service will not entitle you to any refund. If you do not use the Service, you need to cancel the subscription to any Paid Plan and switch to Free Plan or close the User Account (Section 17 of the TOU).

11. ACCEPTABLE USE

To use Pumble, each User must comply with these rules of acceptable use:

  • User must provide complete information for registration purposes.
  • User must provide accurate and up-to-date information. The User must use accurate contact information. Using false identity is strongly prohibited.
  • User will prevent any other person from using that User's account. Use of the account by more people is prohibited.
  • User must maintain the security of the account and password and share it solely with the authorized persons. User is responsible and liable for any use of the Website, Service, or Pumble through Client's account, whether authorized or unauthorized. COING cannot be held liable for any loss, damages, or expenses incurred due to the User's failure to comply with this obligation. User will be liable for all losses, damages, liability, and expenses incurred by COING or a third-party as a consequence of authorized use of the account. If you become aware of any unauthorized use of your account on Pumble, you need to immediately notify us by sending an email to support@pumble.com
  • User will not engage in activity that violates the privacy of others, or any misuse or unlawful processing of personal data, nor will publicly display or use Pumble to share inappropriate content or material. The User may not violate any applicable law or regulations in connection with your use of the Website, Service, or Software.
  • User will not access the Service or the Software to build a competitive product or service, to build a product using similar ideas, features, functions, or graphics, or to copy any ideas, features, functions, or graphics.
  • User will not engage in web scraping or data scraping on or related to the Software or the Platform, including without limitation collection of information through any software that simulates human activity or any bot or web crawler.
  • User will not automate access to the Website or the Service, including, without limitation, through the use of APIs, bots, scrapers, or other similar devices.

Customer undertakes to cause each User who has been invited to the Customer’s Workspace to comply with all legal requirements applicable to the use of Service.
Users are fully responsible for all the activities that occur under their User Accounts.

12. USER CONTENT, USER DATA, AND PERSONAL DATA PROTECTION

LAWFUL USE OF THE USER CONTENT

Users are also solely responsible for all text, documents, User Data (as defined in this Section 12), or other User Content or information uploaded, processed, entered, or otherwise transmitted in connection with your use of the Service and/or Software. By accepting this Agreement, each User warrants, represents, and covenants that the User owns or has a valid and enforceable license to use all User Content. User Content will not infringe, misappropriate, or violate the rights of any person or entity, or any applicable law, rule, or regulation of any government authority of competent jurisdiction. Without limiting the foregoing, any feature(s) of the Service and/or Software that may permit you to temporarily save or otherwise store User Content is offered for your convenience only and COING does not guarantee that the User Content will be retrievable. You are solely responsible for saving, storing, and otherwise maintaining User Content including by maintaining backup copies of your User Content on appropriate independent systems that do not rely on the Service and/or Software.

Pumble allows you to store or share User Content or obtain access to the User Content from other Users. Nevertheless, if a User submits, uploads, or creates content on a shared Workspace, User acknowledges and accepts that admin of that Workspace and the owner of that Workspace have an exclusive, non-transferable, and irrevocable license to access, copy, modify and/or remove such content, including but not limited to adding or removing User from the Workspace or enabling or disabling their or third-party integrations.

COING reserves the right to refuse, limit or cancel the Service, terminate User Accounts, or remove or edit User Content at its sole discretion. Therefore, when investigating alleged violations of this Agreement, COING reserves the right to review your User Content to resolve the issue (such as to prevent harmful or illegal activity). COING may also access the User Content when providing technical support or when performing other legal obligations under this Agreement.

Nevertheless, COING has no obligation to monitor User Content (and will make no attempt to do so) and has no obligation to remove any User Content.

COING cannot be held responsible for any loss, damage, expense, or other harmful consequences to any User resulting from User Content.

RISK OF EXPOSURE

The User recognizes and agrees that providing and using cloud-based services involves risks of unauthorized disclosure or exposure and by accessing and using the Software, the User assumes such risks. COING offers no representation, warranty, or guarantee that User Data (as defined in this Section 12) will not be exposed or disclosed through errors or the unlawful actions of third parties.

DATA ACCURACY

COING will have no responsibility or liability for the accuracy of data uploaded to the Software by User, including without limitation User Data (as defined in this Section 12) and any other data uploaded by Users.

USE OF THE USER DATA

For the purpose of TOU, “User Data” shall mean data in electronic form input or collected through the Software or Service by or from any User (in the broadest possible interpretation of the term), including without limitation personal data (as defined in Privacy Policy).

Unless it receives User’s prior written consent, COING:

  • shall not access, process, or otherwise use User Data other than as necessary to provide the Service and use of Software or as stipulated in DPA (as defined in Privacy Policy);
  • shall not intentionally grant any third-party access to User Data, including without limitation COING’s other Users, except subcontractors that are subject to a reasonable nondisclosure agreement.

Notwithstanding the foregoing, COING may disclose User Data as required by applicable law or by proper legal or governmental authority. COING shall give the User prompt notice of any such legal or governmental demand and reasonably cooperate with the User in any effort to seek a protective order or otherwise to contest such required disclosure, at the User’s expense. As between the Parties, the User retains ownership of User Data.

COMPLIANCE WITH DATA PROTECTION LAWS

Providing the Service by COING involves processing the User’s personal data (as defined in Privacy Policy) including the processing of personal data of Users who have been invited or enabled to use Pumble by an Enterprise. The purposes and means of processing are determined by the individual User (including the Enterprise) and not by COING, making the individual User or Enterprise the data controller. By providing the Service COING acts as a data processor and processes personal data on behalf of and according to instructions given by the individual User or Enterprise. Despite all other provisions of the Agreement, it is in the individual User's or Enterprise’s full responsibility, according to all applicable privacy legislation, to ensure the legal grounds for processing the personal data as defined in Privacy Policy, as well as to properly assess the proportionality of the personal data processing. By signing or consenting to the TOU, the User or Enterprise warrants and grants to COING that the User or Enterprise has secured a valid purpose and legal basis to process personal data via the Service. The User (including the Enterprise) warrants and grants that it has informed the data subjects on all aspects of the processing via the Service or the Software before processing has started and has enforced proper policies and/or has undertaken necessary steps if stipulated by the applicable data protection legislation (such as, for example, undertaking DPIA).

Each User understands and accepts that Pumble functionalities are not meant to be used for the processing of any special categories of personal data (including racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic or biometric data, health data, sex life or sexual orientation).

The User or Enterprise shall indemnify, defend, and hold harmless COING in full and on-demand from and against any and all liabilities, claims, demands, damages, losses or expenses (including legal and other professional adviser’s fees and disbursements), interest, and penalties incurred by COING arising out of or in connection with the individual User’s or Enterprise’s breach of the obligations stipulated in this paragraph.

13. SECURITY BREACH

External Breach: In the event of an accidental, unauthorized, or unlawful destruction, loss, alteration, disclosure of, or access to, personal data (a “Security Breach”), that impacts the personal data you maintain through Pumble, and which is perpetrated by anyone other than your employees, contractors or agents, upon discovery of such Security Breach, COING will: (a) initiate remedial actions that are in compliance with applicable law and consistent with industry standards; and (b) notify you of the Security Breach, its nature and scope, the remedial actions COING will undertake, and the timeline within which COING expects to remedy the Security Breach. You will be responsible for fulfilling your obligations under applicable law.

Internal Breach: In the event of a Security Breach, as defined by applicable law, which is perpetrated by your affiliate, employee, contractor, or agent, or due to your failure to maintain your systems, network, or User Data in a secure manner, you shall have sole responsibility for initiating remedial actions and you shall notify COING immediately of the Security Breach and steps you will take to remedy such breach. In our sole discretion, we may take any action, including suspension of your access to the Service, to prevent harm to you, us, the Service, or other third parties. You waive any right to make a claim against us for losses you incur that may result from our actions.

14. DISCLAIMER OF WARRANTIES

Your use of Pumble is at your sole risk. The Service is provided on an "as is" and "as available" basis.

Any warranty of COING regarding the Website, Service or Software (or part thereof) not expressly stated herein shall be deemed withheld. COING disclaims, to the fullest extent permitted under the applicable law, all statutory warranties and course of performance, course of dealing, and usage related to licensees' and users' expectations.

User is solely responsible for any damage User may suffer resulting from the use of the Service. No oral or written information or advice given by COING or its authorized representatives shall create a warranty or in any way increase the scope of COING's obligations.

Without prejudice to the generality of the previous provisions, COING does not warrant that:

  • the Service will meet User's specific requirements nor that the Service will be "fit for purpose" unless COING and a User agree on customization of Pumble by COING in a separate agreement in accordance with Section 25 of this Agreement,
  • the Service will be uninterrupted, timely, secure, error-free, or of satisfactory quality,
  • the results that may be obtained from the use of the Service will be accurate or reliable,
  • any errors in the Service will be corrected.

COING and/or its suppliers make no representations about the suitability, reliability, availability, continuity, timeliness, and accuracy of the Service and Software.

Without limiting the foregoing, Pumble is not designed or licensed for use in hazardous environments requiring fail-safe controls in which the failure of the Software could lead to death, personal injury, or physical and environmental damage (“High-Risk Activities”). Accordingly, this Agreement excludes any High-Risk Activities and User agrees not to use the Software in connection with High-Risk Activities.

In connection to Cloud Pumble, COING reserves the right (but has no obligation) to do any of the following, at any time:

  • (1) to modify, suspend or terminate operation of or access to Pumble, or any part of the Service or any feature for any reason,
  • (2) to modify, change, upgrade Pumble or any part of it,
  • (3) to interrupt the operation of Pumble or any part of it, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

without notice to Users who are not Subscribers, with one month's notice to Subscribers and with two-month notice to Clients.

15. LIMITATION AND EXCLUSION OF LIABILITY

To the maximum extent permitted by the applicable law, COING and/or its suppliers, employees and representatives shall be liable in no event for:

(1) any loss, damage, expense, or other harmful consequences resulting from anyone's use or inability to use Pumble;
(2) any installation, implementation, customization, or modification of the Software not carried out by COING;
(3) any failure to apply available update, service pack, fix or upgrade that would have avoided the harmful event;
(4) any unauthorized access to the User Content;
(5) any unauthorized use of any User's credentials.

To the maximum extent permitted by applicable law, in no event shall COING and/or its suppliers, employees and representatives be liable for: any indirect, punitive, incidental, special, consequential damages or any damages whatsoever (including, without limitation, damages for loss of use, data or profits, or business interruption) arising out of or in any way connected:

  • with the use or performance of Pumble,
  • with the delay or inability to use Pumble and the Service, including the provision of or failure to provide Service,
  • with information, Website, Software, products, Service, and related graphics obtained through Pumble, or otherwise arising out of the use of Pumble, whether based on contract, tort, negligence, strict liability, or otherwise.

In the event that any of the foregoing limitations are deemed unenforceable or in the event any liability of COING is established, to the greatest extent permitted by law, You agree that the entire aggregate liability of COING and sole remedy available to any User in any case in any way arising out of or relating to the Agreement, Software or the Service shall be limited to monetary damages that in the aggregate may not exceed the sum of any amount paid (if any) by that User during the twelve months prior to notice to COING of the dispute for which the remedy is sought. If the User had no obligation to make such payment during such a period, monetary damages that in the aggregate may not exceed the sum of $100 (hundred dollars).

You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between COING and you. You understand that the Website, Service and Software would not be provided without such limitations.

Some countries do not allow the limitation of certain damages, so some or all of this limitation of liability may not apply to you and you may have additional rights. Nevertheless, if any portion of these sections is held to be invalid under the applicable law, the invalidity of such portion shall not affect the validity of the remaining portions of the applicable sections.

Section 15 does not exclude mandatory liability for:

  • (a) Wilful breach by COING of any of its obligations;
  • (b) Death or personal injury caused by a defective item produced by COING.

Neither Party shall be liable for breaching its obligations due to a circumstance they reasonably could not have foreseen and which is beyond their control, such as, e.g., a force of nature, an act of a legislative or executive authority, war, civil unrest, an act of terror, strike, non-trivial cyber attack, failure of a third-party hosting, Internet failure or any other circumstance qualifying as force majeure under the applicable law — to the extent that the respective circumstance prevented or hindered the Party's performance. For the avoidance of doubt, the provisions of this section:

  • (a) are not intended to derogate from, or limit the application of, any statutory limitation or exclusion of liability;
  • (b) shall not be construed to limit the amount of, or excuse User from paying, any fee or other consideration owed hereunder.

Security policy is applicable only to User Content on Cloud Pumble. COING has no control and cannot be held liable for the breach of security of any User’s data outside Cloud Pumble (for example, when a User installs Pumble desktop app, some data may be stored locally). Security policy also does not apply to the security of a Client’s data (please see Section 25.5. of these Terms of Use for more information).

COING does not provide its Users with legal advice regarding compliance, data privacy, or other relevant applicable laws in the jurisdictions in which you use the Service, and any statements made by COING to you shall not constitute legal advice.

16. INDEMNIFICATION

You agree to indemnify and hold COING harmless from any and all demands, losses, liability, claims, or expenses (including attorneys' fees) made against COING by any third party due to or arising out of or in connection with your use of Pumble and the Service or, if You are a Customer, in connection with the use of the User who has been invited to use the Service by You, including but not limited to:

  • (a) your use of the Service and/or Software in violation of this Agreement and any applicable law, and/or arising from a breach of this Agreement and any applicable law;
  • (b) any third-party claim of infringement of copyright or other Intellectual Property Rights or invasion of privacy arising from hosting your User Content on the Software, and/or your making available thereof to other users of the Software, and/or the actual use of your User Content by other users of the Software or related services in accordance with the Agreement;
  • (c) any activity related to your User Account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of COING.

In addition, in relation to Server Pumble, Client shall defend, indemnify, and hold harmless COING, its officers, directors, employees, contractors, agents, and representatives from and against all claims made by, and all damages, liabilities, penalties, fines, costs, and expenses payable to, any third party, which arise from Client's or its End User's:

  • (a) breach of this Agreement;
  • (b) use of the Service;
  • (c) processing of User's personal data;
  • (d) contributions to the Service; or
  • (e) infringement of any Intellectual Property Rights or any proprietary or personal right.

17. TERMINATION

This Agreement shall continue until either:

  • (1) you cancel your subscription and/or request for your User Account and all of your Workspaces to be deactivated and deleted;
  • (2) terminated by COING.

17.1. TERMINATION BY USER

User of Cloud Pumble may terminate this Agreement by closing the User Account. You may cancel your subscription at any time via your User Account. If you cancel after your subscription renewal date, you will not receive a refund for any amounts that have been charged. Your cancellation will be effective at the end of your then-current Subscription Term, subject to applicable law, and you may use the Service until your cancellation is effective (unless your access is suspended or terminated in accordance with this Agreement or the applicable law). In other words, you may use the Service until the end of your Subscription Term.

If you use any Paid Plan that involves a recurring payment of a fee, we will stop charging the Service from the moment you notify us that you wish to cancel or that you do not want to automatically renew your subscription. Until such cancellation, you understand that we have the right to automatically continue (without notice to you, unless required by the applicable law) to collect the then-applicable fees and any taxes using any credit card we have on record for you, as stipulated in Section 10 of the TOU.

You understand that cessation of use of the Service will not entitle you to any refund. If you do not use the Service, you need to cancel the subscription to any Paid Plan and switch to Free Plan or close the User Account.

User is aware and accepts that closing the User Account does not necessarily mean that all Workspaces the User had access to will be automatically deleted. The same rule applies to the User Content provided by that User. User space may belong to other Users and it is those Users' responsibility.

In relation to Server Pumble, COING has no means or powers to provide the End User with the possibility to close the User Account. If you are an End User, please contact the Client regarding this matter.

17.2. TERMINATION BY COING

You agree that COING may immediately terminate this Agreement if you do not pay the fees when due in accordance with your Paid Plan.

COING also reserves the right to cancel your subscription and your use of the Service.

COING may deny you access to all or any part of the Service or terminate your account with or without prior notice if you engage in any conduct or activities that COING determines, at its sole discretion, violate this Agreement or the rights of COING or any third party, or is otherwise inappropriate. Without limitation, COING may deny you access to the Service, or terminate this Agreement and your User Account.

COING may, at its sole discretion, at any time and for any reason, terminate the Cloud Pumble Service, terminate this Agreement, or suspend or terminate any User Account at Cloud Pumble. COING will send notice to User at the email address User provides when creating User Account, or such other email address User may later provide to COING.

COING may, at its sole discretion for any reason, terminate the Service and/or terminate the Agreement with Client in relation to Server Pumble, after the expiry of 60 days from the day the notice of such termination is sent to Client.

If you are an authorized user of an Enterprise, your Enterprise may decide to revoke your authorization or terminate your account.

17.3. TERMINATION SURVIVAL

The following provisions will survive termination of this Agreement:

  • Any obligation of the User to pay for the Service
  • Section 6 (Intellectual Property)
  • Section 16 (Indemnification)
  • Section 14 (Disclaimer of Warranties) and Section 15 (Limitation and Exclusion of Liability)
  • Section 22 (Jurisdiction and Choice of Law; Dispute Resolution)
  • Section 23 (No Class Action)
  • Any other provision of this Agreement that must survive to fulfil its essential purpose.

17.4. USER DATA DOWNLOAD AND DELETION

In the event your subscription is terminated, you will continue to have the ability to download the information provided, inputted, or uploaded to your Pumble databases by you or on your behalf for 30 days after the effective date of expiration or termination of your subscription. After such a 30-day period, COING shall have no obligation to maintain any such data and shall thereafter, unless legally prohibited to do so in accordance with the applicable law, delete all of your data contained on Pumble.

18. SEVERABILITY

If any provision of this Agreement is found invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
If any provision of this Agreement violates any mandatory rule of the applicable law and proves to be void as a result thereof, such provision shall, for those specific circumstances and only in that particular respect in which it is void, be deemed to have been amended to comply with the law. Any such amendment shall be confined to the minimum necessary to make the provision valid and shall retain as much of its original ambit and meaning as possible.

19. NOTICES

All notices to COING shall be provided to support@pumble.com or to the address specified in Section 1 (Definitions).

COING may give notice to a User via the email address associated with the User Account, by notification on the User Account or (exceptionally) by mail or courier to the address provided for that User under Workspace Owner's details.

Notice shall be deemed to have been received:

  • (1) the next day if given via notice on User Account or via email
  • (2) five workdays after posting the notice via courier or registered post. By workday, we mean workdays at COING's registered seat.

20. NO WAIVER

Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision.

21. LINKS TO THIRD-PARTY WEBSITES

Should COING enable access to data from another service provider through linking, COING does not carry responsibility for such information.

The Website may contain links to other websites, owned by other legal or natural persons. Each of these websites has its Terms of Use and Privacy Policy on handling personal data, which may differ significantly from those which are applied to the use of this Website. COING has no control over such websites and shall not carry any responsibility neither for the availability of those websites nor for the Terms of Use and Privacy Policy that applies to their visitors and users.

Placing links to third-party websites on the Website does not in any way imply that COING recommends or approves services or products offered through such websites.

22. JURISDICTION AND CHOICE OF LAW; DISPUTE RESOLUTION

This Agreement and any matter or dispute arising out of or related to the subject matter of the Agreement shall be governed, construed, and enforced in accordance with the Laws of the State of California, without regard to its conflict of laws rules. Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.

Mindful of the high cost of arbitration, you and COING agree to the following dispute resolution procedure: in the event of any controversy, claim, action or dispute arising out of or related to: (i) the Website; (ii) this Agreement; (iii) the Service; (iv) the breach, enforcement, interpretation, or validity of this Agreement; or (v) any other dispute between you and COING ( "Dispute"), the Party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other Party (by first-class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving Party 30 days in which to respond to or settle the Dispute ("Mandatory negotiations").

Notice shall be sent:

  • (1) if to COING at: COING Inc., 2100 Geng Road, Suite 210, Palo Alto, CA 94303, USA
  • (2) if to you at: your last-used address in your User Account information or the address of the registered seat of the company (if the User is an Enterprise or Client).

If no such address exists, or if the delivery to such address is unsuccessful, the notice shall be sent to the email address connected to that User's Account.

Both you and COING agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any arbitration or filing any claim against the other Party.
Failing to resolve the dispute as described in previous paragraphs of this Section, any controversy or claims arising out of or relating to this Agreement, or the breach thereof, shall be finally settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The seat of arbitration shall be in San Francisco.

If the above agreement, with respect to arbitration, proves to be void or unenforceable, all disputes to which it was intended to apply shall be subject to the exclusive jurisdiction of the competent court in the State of California, the USA. In such a case, the Mandatory negotiations clause remains applicable as a precondition to initiating court resolution of the dispute.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND COING ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY.

This clause shall survive termination of the Agreement. Notwithstanding the provisions above, COING may, at its absolute discretion, assert and seek the protection of its Intellectual Property Rights and rights concerning confidential information or data processing anywhere in the world.

23. NO CLASS ACTION

Except where prohibited by law, as a condition of using the Software and/or Service, you agree that any and all disputes, claims and causes of action arising out of or connected with the Software and/or Service, shall be resolved individually, without resort to any form of class action.

Any arbitration under these Terms of Use will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted.

THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN EACH INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER.

Further, unless both you and COING agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

24. ENTIRE AGREEMENT

This Agreement (as amended from time to time) including any linked documents or documents that are expressly included in the Agreement constitutes the entire Agreement between the Parties relating to the subject matter hereof and supersedes all prior Agreements and understandings between the Parties with respect to that subject matter.
In case of conflict between any provision herein and any statement, representation, or other information published on the Website or contained in any other materials or communications the provision in the Agreement shall prevail.

25. SERVER PUMBLE

Terms of Use in other sections apply generally to all Service and use of Pumble. Additionally, Section 25 applies to Server Pumble and to the Pumble desktop and mobile apps and contains specific terms that apply in addition to the general terms of the Agreement. These specific terms govern if there are any conflicts with the general terms.

If a User wishes to install Pumble on its internal device, the User must obtain a license from COING. A User is authorized to use Server Pumble only if they are properly licensed which means that the User has previously read, understood, and accepted the terms of the Agreement (including provisions applicable to Server Pumble), the User has paid all applicable Fees calculated on the billing page (or set in the invoice issued by COING) and the Software has been properly downloaded and activated with a genuine product key or by other authorized methods provided by COING and only for the duration of the license.

A copy of the Server Pumble created pursuant to this Agreement at the User’s device is being licensed for a limited period of time and cannot be sold, and Client receives no title to or ownership of any copy or of the Software itself.

COING charges the license for Server Pumble annually in accordance with the Server Plan and the offer sent to the Client.

25.1. LICENSE

License Rights. During the term of the Agreement, COING grants Client a limited, non-exclusive, non-transferable, revocable, temporary, non-sublicensable, non-refundable license to install a copy of the Server Pumble on the designated User’s device and use the Server Pumble solely for Client's internal business use for the agreed number of End Users, provided Client pays all the agreed Fees and complies with the restrictions set forth in the Agreement. The Client’s internal business use shall mean the authorization granted to the Client to use Server Pumble to provide Software-as-a-Service access to the agreed number of its End Users for the purpose of enabling communication between team members. Such internal business use does not include use by any parent, subsidiary, or affiliate of Client, or any other third party, and Client shall not permit any such use. The Client License Rights do not include access to the Pumble Server source code.

Restrictions on Software License Rights. In addition to the restrictions set out in Section 7 of the TOU, and without limiting the generality of the foregoing, Client (or its End User) shall not:

  • (a) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Server Pumble;
  • (b) rent, lease or land the Server Pumble;
  • (c) use the Server Pumble for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Software;
  • (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Server Pumble's source code;
  • (e) reproduce or create more copies of the Server Pumble than agreed with COING;
  • (f) use Server Pumble for more End Users than agreed in the Agreement with COING;
  • (g) attempt to exercise any copyright holder’s rights not specifically granted in the Agreement.

Breaching any restriction on the Client’s software license rights will cause the Client to immediately lose the license and shall entitle COING to the copyright infringement damages.

Delivery. COING shall provide the Server Pumble and Documentation to Client, through a reasonable system of electronic download or otherwise agreed between the Parties, within 10 calendar days after the payment has been received by COING.

Documentation. Upon delivery of the Server Pumble, COING shall also deliver copies of the necessary Documentation.

25.2. MAINTENANCE

Maintenance. During the term of the Agreement, COING shall promptly exercise commercially reasonable efforts to correct any failure of the Server Pumble (inherent to the Software itself and not caused by Client) to perform according to the Agreement within a reasonable time. The Client is not entitled to engage a third party to provide maintenance services on Server Pumble.

Updates. The Client will sometimes need software updates to keep using Server Pumble. COING may automatically check the Client's version of the Server Pumble and deploy software updates or configuration changes. The Client may also be required to update the Server Pumble to continue using the Service. Such updates are subject to this Agreement, unless other terms accompany the updates, in which case, those other terms apply. Providing updates is at COING's sole discretion.

Upgrades. During the term of the Agreement, COING may provide Client with copies of all upgrades, without additional charge, promptly, after the commercial release (if any). Upon delivery to Client, each Upgrade will constitute an element of the Software and will thereafter be subject to this Agreement's terms regarding Software, including without limitation, license, warranty, and indemnity terms. Providing upgrades is at COING's sole discretion.

25.3. PAYMENT FOR SERVER PUMBLE

Fees for Server Plan. Server Plan is only available as an annual plan and the applicable fees are being charged annually. The applicable Fees are being charged based on the number of End Users as agreed between the Client and COING based on COING’s offer. The license is effective upon the Client’s payment of the applicable Fees and the Client may not commence with the Server Plan before the payment is received by COING. The Fees for the next billing period are due 30 days before the expiry of the then-current billing period.

Reduction in the number of End Users during the billing period does not entitle the Client to a refund for that billing period.

An increase in the number of End Users after the beginning of a billing cycle will be charged on a pro rata basis to match the end date of the then-current billing period.

The Client acknowledges that the payment for Service is non-refundable for a certain billing period if the Agreement is terminated any time after such billing period has started.

Fees for Additional Service. Fees for Additional Service are being charged as agreed between the Client and COING based on COING’s offer.

Amounts due under this Agreement or any agreement for the Additional Service with Client are payable to COING without deduction and net of any taxes, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including, without limitation, any sales, use, excise, ad valorem, property, withholding, or value-added tax withheld at the source. If the applicable law requires withholding or deduction of such taxes or duties, Client shall separately pay COING the withheld or deducted amount. However, the preceding two sentences do not apply to taxes based on COING's net income.

25.4. CONFIDENTIAL INFORMATION

Confidential Information. "Confidential Information" refers to the following information that one party to this Agreement ("Discloser") discloses to the other ("Recipient"): (a) any document Discloser marks "Confidential"; (b) any information Discloser orally designates as "Confidential" at the time of disclosure; (c) any object code and source code disclosed by COING together with all Documentation and any names of actual or potential customers disclosed by Client, whether or not marked as confidential; and (d) any other non-public, sensitive information Recipient should reasonably consider a trade secret or otherwise confidential. Quotation offered by COING for the license to use Server Pumble or for the customization services will at all times be considered confidential. Information Client shares with COING for the purpose of sending quotation shall be treated as confidential.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Recipient's possession at the time of disclosure; (ii) is independently developed by Recipient without the use of or reference to Confidential Information and the Recipient may prove so with proper documentation; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient's improper action or inaction; or (iv) is approved for release in writing by Discloser.

Nondisclosure. The Recipient shall not use Confidential Information for any purpose other than to facilitate the transactions contemplated by this Agreement ("Purpose") during the term of the Agreement and 10 years after its termination (regardless of the ground for termination). Recipient: (a) shall not disclose Confidential Information to any employee or contractor of Recipient unless such person needs access in order to facilitate Purpose and executes a nondisclosure agreement with Recipient with terms no less restrictive than those of this Section 25; and (b) shall not disclose Confidential Information to any other third party without Discloser's prior written consent. The Recipient must not reproduce Discloser’s product or part of a product, disassemble or dismantle to components Software or software or any of its part which has been disclosed to them. Receiving Party must not use any information for designing, creating, developing, producing, or testing software or hardware product, which contains Confidential Information or is based on it.

Without limiting the generality of the foregoing, Recipient shall protect Confidential Information with the same degree of care it uses to protect its confidential information of similar nature and importance, but with no less than reasonable care. Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by the applicable law or by proper legal or governmental authority. The Recipient shall give Discloser prompt notice of any such legal or governmental demand and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser's expense. Recipient shall promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient's attention.

Termination & Return. Upon termination of this Agreement, Recipient shall return all copies of Confidential Information to Discloser or certify, in writing, the destruction thereof.

Damages and Relief. The Parties agree that the injury which would be suffered by the Discloser in the event of any breach of the obligations of the Agreement by the Recipient would entitle the Discloser to be fully compensated by a recovery of direct monetary damages as well as punitive, special, indirect, or consequential damages, including without limitation any damages for loss of revenue or profit whether arising out of breach of contract or tort. In addition, to and not in lieu of any damages which the Discloser may pursue hereunder or under applicable law, the Discloser shall have the right to obtain equitable relief, including the issuance of a temporary restraining order, preliminary injunction and/or permanent injunction by any court of competent jurisdiction, against the commission or continuation of such breach or threatened breach, without the necessity of proving any actual damages.

25.5. REPRESENTATIONS, WARRANTIES, AND LIMITATION OF LIABILITY

From COING.

  • (a) Function. COING represents and warrants that, during the term of this Agreement, the Server Pumble will perform materially as described in the Agreement, its Documentation, and on the Website.
  • (b) IP Rights in the Software. Subject to the next sentence, COING represents and warrants that it is the owner of the Software and each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the Intellectual Property Rights to the Software set forth in this Agreement without the further consent of any third party.
  • (c) Data access. COING will never access your data on Server Pumble, unless required for support reasons, in accordance with the Agreement or with your explicit permission.

From Both Parties. Each Party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.

Warranty Disclaimers. Except for the express warranties in Section 25.5. above, COING MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

COING does not warrant that the Server Pumble will perform without error or that it will run without immaterial interruption. COING provides no warranty regarding, and will have no responsibility for, any claim arising out of:

  • (a) modification or maintenance of the Server Pumble made by anyone other than COING, unless COING approves such modification in writing; or
  • (b) use of the Server Pumble in combination with any operating system not authorized in Documentation or with hardware or software specifically forbidden by Documentation

Exclusion of Liability for Data Security. Given that all the User Content is hosted on the Client’s server or server chosen by the Client, the security of the Client’s data and the User Content and application of the physical, technical, administrative, organizational, and other measures is in the Client’s full responsibility. Under no circumstances COING may be held accountable for any security data breach, unauthorized access, use, disclosure, or any other illegal activity related to the Client’s data (including personal data of End Users) unless otherwise explicitly agreed between the Parties in an agreement for the Additional Service.

COING’S AGGREGATE AND TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY AND ALL CIRCUMSTANCES MAY NOT EXCEED AN ANNUAL LICENSE FEE FOR SERVER PLAN PAID BY THE CLIENT.

25.6. TERMINATION OF THE AGREEMENT

Termination. This Agreement will continue until terminated by either Party as specifically authorized herein.

License Term. License Term starts on the date the Client downloads Server Pumble and lasts for one year period. The License Term will renew automatically for periods of the same duration unless the Client gives written notice of its intent not to renew 30 days before the end of the current License Term.

Termination for Cause. Either Party may terminate this Agreement for the other's material breach by written notice specifying in detail the nature of the breach, effective in 30 days unless the other Party first cures such breach, or effective immediately if the breach is not subject to cure.

Effects of Termination. Upon termination of this Agreement or License Term, Client shall cease all use of the Server Pumble and delete, destroy, or return all copies of the Server Pumble and Documentation in its possession or control. Client admits and acknowledges that any use after the license has expired shall constitute a breach of COING's Intellectual Property Rights and will entitle COING, inter alia, to copyright infringement damages.

Without prejudice to the previous paragraph of this section, the license for Server Pumble and the Agreement thereof will immediately terminate if Client has failed to make payment prior to the beginning of the billing period and does not make such payment within five (5) working days after COING gives notice of such nonpayment to Client.

Upon termination of the license to use Server Pumble for whatever reason, Client is obliged to delete Pumble and the Content from all the devices, prevent all End Users who have been using Server Pumble via license obtained by Client, and present COING with the proof of cessation of all activities authorized by the Agreement.

The Client understands and agrees that upon any termination of this Agreement:

  • (a) all rights that Client has been granted hereunder will terminate;
  • (b) Client must cease all activities authorized by the Agreement;
  • (c) all amounts (if any) owed to COING hereunder become due;
  • (d) all User Data and other information associated with the Client’s Account may be deleted, or may become inaccessible to User;
  • (e) all its Software-related Client’s obligations hereunder shall survive until Client has fully removed all Software from its devices, systems, and storage media.

The Client has to send a written statement to COING that Pumble has been permanently deleted and that Client ceased using Pumble. However, the Client may export and save the User Data or User Content via an “export” option offered at Pumble prior to the termination date. Until COING receives such a written statement from the Client, it shall be deemed that the Client is using Pumble.

The following provisions will survive termination of this Agreement:

  • Any obligation of Client to pay for Server Pumble used or Additional Service rendered before termination
  • Section 6 (Intellectual Property)
  • Section 25.4 (Confidential Information)
  • Section 16 (Indemnification)
  • Section 14 (Disclaimer of Warranties), Section 15 (Limitation and Exclusion of Liability) , and Section 25.5 (Representation, Warranty, and Limitation of Liability)
  • Section 22 (Jurisdiction and Choice of Law; Dispute Resolution)
  • Section 23 (No Class Action)
  • any other provision of this Agreement that must survive to fulfil its essential purpose.