Terms of Service
Last updated on [January 30, 2025]
These Terms of Service (this “Agreement”) constitute a legally binding contract between encoord Inc., a Delaware corporation having its principal place of business at 1525 Raleigh Street, Suite 510, Denver, CO 80204, US (“encoord,” “we,” “us,” “our”) and you with respect to your use of our websites, forums, and other similar products and services (collectively, the “Service”).
If you access or use the Service or register an Account, YOU ARE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE OUR SERVICES OR CREATE AN ACCOUNT.
If you access or use the Service or register an Account on behalf of a company, principal, or other entity, you represent that you have authority to bind such entity and its affiliates to this Agreement and that it is fully binding on them. In such case, the term “you,” as used in this Agreement, will refer to such entity and its affiliates. If you do not have authority, you may not access or use the SERVICES.
Be advised that this Agreement contains disclaimers of warranties and limitations on liability that may be applicable to you.
Notice Regarding Dispute Resolution: This Agreement contains provisions that govern how claims that you and encoord have against each other are resolved (see Section 10 (Limitation of Liability), Section 13 (Dispute resolution and arbitration:MANDATORY BINDING INDIVIDUAL ARBITRATION INSTEAD OF COURT; CLASS ACTION WAIVER), and Section 14 (Choice of Law and Forum) below). It also contains an agreement to arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration, unless you opt-out of the agreement to arbitrate in accordance with Section 13(J). Unless you opt-out: (A) you will only be permitted to pursue claims against encoord on an individual basis, not as part of any class or representative action or proceeding, and (B) you will be permitted only to seek relief (including without limitation monetary, injunctive, and declaratory relief) on an individual basis.
Changes to this Agreement
We reserve the right to, at any time, with or without cause:
change the Service, including without limitation eliminating or discontinuing any service or other feature of the Service or using different URL(s) to provide the Service and attempt to notify you of such a change; and
deny or terminate your use of and/or access to the Service and attempt to notify you of such a denial or termination.
We also reserve the right to, at any time, with or without cause, change the terms and conditions of this Agreement. You must accept all changes in order to continue to use and access the Service. Your access to or use of the Service after such changes constitutes your agreement to such changes. We will attempt to notify you of any material changes to the terms and conditions of this Agreement. If you do not accept such changes, your use and/or access to the Service will be terminated.
Use of the Service
Before using certain portions of the Service, you may need to register with encoord and create an account to use such portions of the Service (an “Account”). We reserve the right to decline to provide the Service to any person for any or no reason. If and when you register with or provide information to encoord, you agree to: (A) provide accurate, current, and complete information as prompted (including without limitation your contact information), and (B) maintain and update your information to keep it accurate, current, and complete. By providing encoord with your email address or other contact information, you consent to our use of this information to send you Service-related notices and other administrative notices, including without limitation any notices required by any applicable law, statute, rule, ordinance, code, order or regulation of any government or quasi-government authority (“Applicable Law”).
You are solely responsible for the activity that occurs on your Account. You must keep your Account credentials (including username and password) and any other access or distributor codes secure at all times. You may not share your Account with any third party without encoord’s prior written consent. You must notify encoord immediately of any breach or suspected breach of security or unauthorized use of your Account. encoord will not be liable for any losses caused by any unauthorized use of your Account.
You represent and warrant that you have the full right, power, and authority to enter into and perform this Agreement without the consent or approval of any third party.
Rules Governing Your Use of the Service
You may not use the Service, or assist or encourage any other party to use the Service, to engage in any activity that encoord deems objectionable, including without limitation any of the following prohibited activities:
Copying, framing or mirroring any part of the Service;
Accessing the Service for purposes of monitoring its availability, performance, or functionality;
Using, copying, modifying, creating a derivative work of, reverse engineering, decompiling or otherwise attempting to extract the source code of the software underlying the Service or any part thereof, except to the extent expressly permitted or required by Applicable Law provided that you first give prior written notice to encoord;
Publishing, transmitting, distributing or storing content, material, information or data that: (A) is illegal, obscene, defamatory, threatening, harassing, abusive, or hateful or that advocates violence; (B) is harmful to or interferes with the Service or any third party’s networks, equipment, applications, services or websites (e.g., viruses, worms, Trojan horses, etc.); (C) infringes, dilutes, misappropriates or otherwise violates any privacy, intellectual property, publicity or other personal rights, including without limitation copyrights, patents, trademarks, trade secrets or other intellectual property or proprietary right (including without limitation unauthorized use of domain names); or (D) is fraudulent or contains false, deceptive or misleading statements, claims or representations (such as “phishing”);
Attempting to disrupt, degrade, impair or violate the integrity or security of the Service or the computers, services, accounts or networks of any other party (including without limitation “hacking,” “denial of service” attacks, etc.), including without limitation any activity that typically precedes attempts to breach security such as scanning, probing or other testing or vulnerability assessment activity or engaging in or permitting any network or hosting activity that results in the blacklisting or other blockage of encoord internet protocol space;
Distributing or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”;
Using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to encoord than a human can reasonably produce in the same period of time by using a conventional web browser;
Taking any action that imposes, or may impose, as we determine in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
Collecting or harvesting any personally identifiable information, including without limitation account names or information about users of the Service, from the Service;
Accessing any content on the Service through any technology or means other than those provided or authorized by the Service;
Submitting to the Service or to encoord any personally identifiable information or any other information that may be protected from disclosure by Applicable Law, except as necessary for the establishment and operation of your Account;
Bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein;
Violating any Applicable Law or encouraging any conduct that could lead to such a violation, constitute a criminal offense or give rise to civil liability;
Removing any copyright, trademark or other proprietary or intellectual property right notices contained in or on the Service; and/or
Executing any form of network monitoring or running a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Service’s servers or any data not intended for you.
Intellectual Property
A. Your Rights. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service solely for your own internal use. encoord reserves all rights not expressly granted herein in the Service. Except as expressly set forth herein, no rights or licenses are granted to you under this Agreement, whether by implication, estoppel or otherwise.
B. encoord Rights.
User Content License. You expressly grant, and you represent and warrant that you have all rights necessary to grant, to encoord a royalty-free, fully paid-up, fully sublicensable (through multiple tiers of sublicensees), fully transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, distribute, modify, reproduce, publicly display, publicly perform and create derivative works of all information, data, materials, and content you provide to encoord (collectively, “User Content”), and encoord will be free to use and exploit such User Content without obligation or liability to you, financial or otherwise, for the purposes of (i) providing the Service, (ii) marketing, selling or otherwise providing products and services using the Service, or (iii) developing, maintaining, supporting or improving the Service. You agree that all User Content is non-confidential and may be used, collected, stored, shared, or otherwise exploited by us or on our behalf without limitation (except as expressly set forth in our Privacy Policy, including without limitation in order to provide the Service. encoord aggregates User Content with other data and also collects technical information and data about your use of the Service. You expressly agree that encoord may use any aggregated and anonymized data for any purpose during or after the term of this Agreement, including without limitation to develop and improve the Service or otherwise develop and improve encoord services and products.
C. Proprietary Rights. The Service is owned and operated by encoord, and the Service (and all intellectual property and other rights relating thereto) is and will remain the property of encoord. The Service is protected by U.S. and international copyright, trademark and other Applicable Laws, and you acknowledge that these rights are valid and enforceable. The Service may be used by you solely to the extent expressly permitted in this Agreement. Use of the Service by you for any other purpose is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Service. The trademarks, trade names, service marks, brands, logos, and trade dress displayed on the Service (collectively, the “encoord Trademarks”) are the registered and unregistered intellectual and proprietary property of encoord and/or others. Nothing contained in this Agreement or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any encoord Trademark(s) without the express written permission of encoord or the third-party owner of any such encoord Trademark.
D. User Content. You are solely responsible for any User Content that you submit via the Service. Without limitation to the restrictions set forth in Section 3, you represent and warrant that: (i) you own the User Content posted by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in this Agreement; (ii) the use of your User Content on or through the Service does not and will not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; and (iii) the use of your User Content on or through the Service does and will comply with Applicable Law. If the use of your User Content on or through the Service violates this Agreement, you will bear legal responsibility for such User Content. You acknowledge and agree that your relationship with encoord is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any User Content does not place encoord in a position that is any different from the position held by members of the general public, including with regard to your User Content.
E. Forum Rules. When you use or provide User Content, such use or provision will be subject to, and you agree to comply with, the terms of certain acceptable use policies, including our Forum Rules. We reserve the right to remove, screen, edit, or reinstate User Content at our sole discretion for any reason or no reason, and without notice to you, including for violations of our policies, including our Forum Rules.
F. Reporting Copyright and Other IP Violations. The Digital Millennium Copyright Act (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. encoord also reviews claims of trademark infringement. If you believe in good faith that materials hosted by encoord infringe your copyright or trademark rights, you (or your agent) may send us a notice requesting that the material be removed, or access to it be blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work or trademark claimed to have been infringed on (or, if multiple copyrighted works or trademarks located on the Service are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow encoord to locate the material on the Service; (d) the name, address, telephone number, and e-mail address (if available) of the complaining party; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Please be advised that encoord will not respond to complaints that do not meet these requirements. If encoord determines that the materials alleged to infringe your copyright or trademark rights do not require removal, encoord will remove those materials only pursuant to a court order declaring the content or use of the materials unlawful.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Counter-notices must include the following information: (a) your name, address, and telephone number; (b) the source of the content that was removed; (c) a statement under penalty of perjury that you have a good-faith belief that the content was removed in error; (d) a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located; or, if your address is outside of the United States, for any judicial district in which encoord may be found, and that you will accept service of process from the person who provided the original complaint; and (e) a physical or electronic signature (for example, typing your full name).
Notices and counter-notices with respect to the Service must meet the then-current statutory requirements imposed by the DMCA (see http://copyright.gov/title17/92appb.html) and should be sent to the agent identified below. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
Agent to Receive Notices of Claimed Infringement:
Carlo Brancucci encoord Inc. 5395 West 25th Ave, Edgewater, CO, 80214 carlo@encoord.com 7204181843
Third-Party Materials and content
Certain content, products and services available via the Service may include products, services, materials, and content from third parties (“Third-Party Products and Services”). We are not responsible for examining or evaluating the performance, functionality, content, accuracy, or other aspect of any Third-Party Products and Services and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other Third-Party Products and Services. ALL THIRD-PARTY PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS-IS” BASIS AND WE HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THIRD-PARTY PRODUCTS AND SERVICES.
Competency
You hereby affirm that you are at least 18 years old and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement and to abide by and comply with this Agreement.
Privacy Policy
Your use of the Service shall be subject to encoord’s Privacy Policy (the “Privacy Policy”), which can be accessed at: https://www.encoord.com/privacy-policy. You expressly consent to the practices described in the Privacy Policy. encoord reserves the right to modify the Privacy Policy in its discretion from time to time. Access to or use of the Service after any such changes shall constitute your agreement to such changes.
Term & Termination
This Agreement is effective from the date on which you first access the Service, create an Account or submit any User Content to encoord, whichever is earlier, and shall remain effective until terminated in accordance with its terms. encoord may immediately terminate this Agreement, and/or your access to and/or use of the Service, or any portion thereof, at any time and for any reason, with or without cause, without prior notice. encoord may also terminate this Agreement immediately if you fail to comply with any term or provision of this Agreement. Upon termination of this Agreement, your right to access and use the Service shall immediately cease and you shall cease all access to and use of the Service. In the event of termination of this Agreement for any reason, all of your payment obligations and Sections 1, 2, 3, 4(B)-(D), and 5–15 shall survive, except that you shall no longer have any right to access or use the Service.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part or portion thereof. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service, or any part or portion thereof. Nothing in this Agreement shall be construed to obligate encoord to maintain and support the Service, or any part or portion thereof, during the term of this Agreement.
Disclaimers
THE SERVICE AND ALL CONTENT PROVIDED THEREIN ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE SERVICES ARE CURRENT, ACCURATE, AND/OR UP-TO-DATE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
THERE IS NO WARRANTY, REPRESENTATION, OR GUARANTEE THAT THE SERVICE, OR YOUR USE OF THE SERVICE, OR ANY INFORMATION, MATERIAL, OR CONTENT ACCESSIBLE USING THE SERVICE, WILL BE UNINTERRUPTED, COMPLETE, ACCURATE, CURRENT, RELIABLE, ERROR-FREE, SECURE, OR THAT ANY PROBLEMS WILL BE CORRECTED, OR THAT THE SERVICE, OR ANY INFORMATION, SOFTWARE, OR OTHER MATERIAL ACCESSIBLE FROM THE SERVICE, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING THE USE OF, OR THE RESULTS OF THE USE OF, THE SERVICE AND YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICE AND YOUR RELIANCE THEREON.
Limitation of Liability
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER ENCOORD NOR ANY OF ITS AGENTS, SUCCESSORS, OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE SERVICE OR ANY THIRD-PARTY PRODUCTS AND SERVICES, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. ENCOORD’S MAXIMUM AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED FIFTY DOLLARS ($50).
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND/OR LIABILITIES, SO CERTAIN OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnification
You agree to fully indemnify, defend (at encoord’s request), and hold harmless encoord, our affiliates (including encoord GmbH), ours and their agents, successors, and assigns, and our and their and their directors, officers, employees, consultants and other representatives (collectively, the “encoord Parties”) from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees) and other expenses that arise directly or indirectly out of or from: (A) your actual or alleged breach of this Agreement; (B) any allegation that any User Content or other materials you submit to us or transmit to the Service infringe, misappropriate, or otherwise violate the copyright, patent, trademark, trade secret or other intellectual property or other right of any third party; (C) your activities in connection with the Service, Third-Party Products and Services, or any other website to which the Service is linked; (D) your negligence or willful misconduct; (E) your use of the results, content, data, or information provided via the Service; (F) any service or product offered by you in connection with or related to your use of the Service; and/or (G) your violation of any Applicable Law.
Jurisdictional Issues
encoord makes no representation that the Service operates (or is legally permitted to operate) in all geographic areas or that the Service is appropriate or available for use in other locations. Accessing the Service from territories where the Service or any content or functionality of the Service or portion thereof is illegal is expressly prohibited. If you choose to access the Service, you agree and acknowledge that you do so on your own initiative and at your own risk and that you are solely responsible for compliance with all Applicable Laws.
Dispute resolution and arbitration:MANDATORY BINDING INDIVIDUAL ARBITRATION INSTEAD OF COURT; CLASS ACTION WAIVER
A. Binding Arbitration. You and encoord both agree that any and all disputes or claims arising out of or relating in any way to encoord products or services or from any advertising for any such products or services, including without limitation any question regarding the existence, validity, or termination of the Agreement as well as any issue regarding the interpretation of this Section 13, will be resolved by binding arbitration before a sole arbitrator (rather than in court), except that you may assert claims in small claims court if your claims qualify and encoord may pursue a collection action against you in court. This also includes any claims that arose before you accepted the Agreement, regardless of whether prior versions of the Agreement required arbitration. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) and federal arbitration law apply to this arbitration agreement.
B. Neutral Arbitrator. Arbitration uses a neutral arbitrator instead of a judge and jury. An arbitrator can award on an individual basis the same damages and relief as a court (including without limitation injunctive and declaratory relief or statutory damages) and must follow the terms of the Agreement as a court would. Arbitration procedures allow for more limited discovery, and court review of an arbitration award is limited.
C. Notice. If you have a dispute and elect to seek arbitration or file a claim in small claims court, you must first send to encoord, by certified mail, a written notice of your claim that (i) describes the nature and basis of the claim or dispute; (ii) sets forth the specific relief sought; and (iii) includes a physical address and email address where you may be reached (“Notice”). The Notice must be addressed to: Legal Notices, encoord Inc., 5395 W. 25th Ave Edgewater, CO 80214, US (“Notice Address”). You may download or copy a form Notice at www.adr.org. If encoord and you do not reach an agreement to resolve the claim within sixty (60) days after the Notice is received, you or encoord may commence an arbitration proceeding or file a claim in small claims court.
D. Initiation of Arbitration. You may download or copy a form to initiate arbitration at www.adr.org.
E. Arbitration Rules. The arbitration will be governed by the AAA’s then current Consumer Arbitration Rules and Mediation Procedures, as modified by the terms of the Agreement, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org or by calling the AAA at 1-800-778-7879. In the event of any conflict between the terms of the Agreement and the AAA Consumer Arbitration Rules and Mediation Procedures, the terms of the Agreement will apply.
F. Fees. Each party will bear its own fees in connection with the arbitration, including without limitation the expense of its own counsel, experts, witnesses, and preparation and presentation of evidence at any arbitration hearing.
G. Hearings. If your claim is for US $25,000 or less, you and encoord agree that you may choose whether the arbitration will be conducted solely on the basis of documents or through a telephonic hearing. You may also request an in-person hearing, which the arbitrator may grant at his or her discretion. If the arbitrator grants an in-person hearing, such hearing will be conducted either at a mutually agreed location or a location determined by the AAA or the arbitrator. In such an in-person hearing, the parties, or any of their witnesses, have the right to participate remotely by way of videoconference or some similar means. If your claim exceeds US $25,000, the right to a hearing will be determined by the arbitrator. All in-person hearings will be held in Denver, Colorado.
H. No Class Action. You and encoord agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, representative, consolidated, or mass action. Neither you nor encoord may join or consolidate claims by or against a third party or arbitrate or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity. If this provision is found to be unenforceable, then the entirety of this Section 18 shall be null and void.
I. Confidentiality. Any arbitration will be confidential. Neither you, encoord, the AAA, nor the arbitrator may disclose the existence, content (including any oral or written submissions), or results of any arbitration, except as may be required by Applicable Law or for purposes of enforcing or challenging of the arbitration award.
J. Opt-Out. You may opt out of this dispute resolution procedure by providing written notice to encoord at the Notice Address no later than thirty (30) calendar days from the date of your purchase of encoord products or services (or date of first use, in the case of free products or services). Opting out of this dispute resolution procedure will not otherwise affect the coverage or applicability of the Agreement or your ability to purchase or use encoord products or services in any way.
K. Time Limitation on Claims. You agree that any claim you may have arising out of or related to your relationship with encoord and this Agreement must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
Choice of Law and Forum
Without limiting Section 13 this Agreement and your relationship with encoord Parties shall be governed by, and construed and interpreted in accordance with, the Federal Arbitration Act, applicable federal law, and the laws of the State of Colorado without regard to conflict of laws principles AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. Subject to Section 13, the parties irrevocably consent to bring any action to enforce this Agreement in the federal or state courts for Denver County, Colorado, and you consent to the exclusive jurisdiction of the federal or state courts located for Denver County, Colorado.
Miscellaneous
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect, and such provision will be reformed in a manner to effectuate the original intent of the parties as closely as possible and remain enforceable. If such reformation is not possible in a manner that is enforceable, then such term will be severed from the remaining terms, and the remaining terms will remain in effect. This is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and us with respect to such subject matter. This Agreement may not be changed, waived or modified except by encoord posting such changes, waivers or modifications within the Services. If any employee of encoord offers to modify this Agreement, he or she is not acting as an agent for encoord or speaking on encoord’s behalf. You may not rely, and should not act in reliance on, any statement or communication from an employee of encoord or anyone else purporting to act on encoord’s behalf. This Agreement is between you and encoord; there are no third-party beneficiaries. You are responsible for compliance with all Applicable Laws, including without limitation United States export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States or are a foreign person or entity blocked or denied by the United States government. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Neither this Agreement nor any right, obligation or remedy hereunder is assignable, transferable, delegable or sublicensable by you except with encoord’s prior written consent, and any attempted assignment, transfer, delegation or sublicense shall be null and void. encoord may assign, transfer or delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion. encoord shall not be in breach of this Agreement nor liable for any delay in performing, or failure to perform, any of its obligations under this Agreement, if such delay or failure result from events, circumstances or causes beyond its reasonable control. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Except as explicitly stated otherwise, legal notices shall be served, in the case of encoord, at 5395 West 25th Ave., Edgewater, CO 80214, USA , Attention: Legal Notices or, in your case, to contact information you choose to provide us. Notice to you shall be deemed given 24 hours after the e‑mail is sent. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.