Terms of Use

1. Acceptance of the Terms and Conditions.

1.1. Koah Labs Inc. (herein referred to as “Koah,” “we,” “us” or “our”) provides and makes available this web site at https://www.koahlabs.com/ (the “Site”).  All use of the Site is subject to the terms and conditions contained in these Website Terms and Conditions (this “Agreement”).  Please read this Agreement carefully.  By accessing, browsing or otherwise using the Site, you acknowledge that you have read, understood, and agree to be bound by this Agreement.  If you do not accept the terms and conditions of this Agreement, you shall not access, browse or use the Site.  You understand and agree that your use of our products and services (“Koah Services”) shall not be governed by this Agreement, but rather by your company’s or organization’s agreement with Koah covering such Koah Services.  However, please note that your access to and use of the Site and any Koah Services is also subject to Koah’s Privacy Policy located at https://www.koahlabs.com/legal/privacy-policy

1.2. You understand and agree that we may change this Agreement at any time without prior notice.  You may read a current, effective copy of this Agreement at any time by selecting the “Terms and Conditions” link on the Site.  The revised terms and conditions will become on posting.  Any use of the Site after such date shall constitute your acceptance of such revised terms and conditions. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Site.

1. Use of the Site

2.1. This Site contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties.  The Content is protected by United States and foreign intellectual property laws.  Unauthorized use of the Content may result in violation of copyright, trademark, and other laws.  You have no rights in or to the Content, and you will not copy the Content and will only access and use the Content for your personal purposes. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose.  The use or posting of any of the Content on any other web site or computer network for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Site shall automatically terminate.

2.2. The trademarks, service marks, and logos of Koah (the “Koah Trademarks”) used and displayed on this Site are registered and unregistered trademarks or service marks of Koah.  Other Koah product, and service names located on the Site may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with the Koah Trademarks, the “Trademarks”).  Nothing on this Site or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Site without the prior written consent of Koah specific for each such use.  The Trademarks may not be used to disparage Koah or the applicable third-party, Koah’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks.  Use of any Trademarks as part of a link to or from any web site is prohibited without Koah’s prior written consent.  All goodwill generated from the use of any Koah Trademark shall inure to Koah’s benefit.

2.3. You agree not to: (a) take any action that imposes an unreasonable load on the Site’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Site, (d) delete or alter any material posted on the Site by Koah or any other person or entity, or (e) frame or link to any of the materials or information available on the Site.

2.4. The Site may contain links to third-party web sites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites.  The content of such External Sites is developed and provided by others.  You should contact a representative of those External Sites if you have any concerns regarding such links or any content located on such External Sites.

We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs.  If you decide to access any External Sites, you do so at your own risk.

2.5. Certain elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 2.1 of the Agreement. None of the Content for this Site may be retransmitted without the express written consent from Koah for each and every instance.

2.6. You may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to us with respect to the Site or Content.  We shall have full discretion to determine whether or not to proceed with the development or implementation of any Feedback.  You hereby grants Koah a royalty-free, fully paid up, worldwide, transferable, sublicenseable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback; and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.

2.7. Advertising & Affiliate Disclosure

(a) The Site and Koah-powered experiences may include advertisements and affiliate links. Where a disclosure is required to avoid deception, Koah provides that disclosure clearly and conspicuously and as close as reasonably possible to the related content or link. For example, Koah labels sponsored units with “Ad” or "Sponsored".

(b) These in-context disclosures supplement—and do not replace—any statements in these Terms. If a disclosure cannot be made clearly and conspicuously on a given device or placement, Koah may disallow that placement.

(c) If you are a publisher or partner integrating Koah SDKs or services, you must render Koah’s labeling and disclosure text as provided, keep them visible and proximate to any Koah-served content or monetized link on all supported devices, and you may not remove, obscure, minimize, or misplace them.

(d) Affiliate Links. Some hyperlinks on the Site or in Koah-powered experiences are affiliate links. If you click such a link or make a purchase, Koah may receive a commission. This does not change the price you pay and does not influence Koah’s policies regarding ad review and placement.

1. Limitation of Liability and Disclaimer of Warranties.

3.1 KOAH, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “KOAH PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SITE OR CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY.  THE KOAH PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE SITE OR CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE.  YOU AGREE THAT YOU USE THE SITE AND THE CONTENT AT YOUR OWN RISK.

THE KOAH PARTIES DO NOT WARRANT THAT THE SITE WILL OPERATE ERRORFREE OR THAT THE SITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO KOAH PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.

THE SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE KOAH PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. 

3.2. IN NO EVENT SHALL ANY KOAH PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH KOAH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

3.3. SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, IN SUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE KOAH PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

3.4. IF YOU ARE FROM NEW JERSEY, THE FOREGOING SECTIONS 3.1 AND 3.2 AND SECTION 4 BELOW ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY.  IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

1. Indemnification

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless the Koah Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Content or Site.  Koah shall provide notice to you of any such claim, suit, or proceeding.  Koah reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Koah’s defense of such matter.

1. Termination of the Agreement.

5.1. Koah reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site or the Content at any time and for any reason without prior notice or liability. Koah reserves the right to change, suspend, or discontinue all or any part of the Site or the Content at any time without prior notice or liability.

5.2. Sections 2 (Use of the Site), 3 (Limitation of Liability and Disclaimer of Warranties), 4 (Indemnification), 5 (Termination of the Agreement), and 8 (Miscellaneous) shall survive the termination of this Agreement.  

1. User Must Comply with Applicable Laws.

6.1. This Site is hosted in the United States.  We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States.  If you access the Site or the Content from outside of the United States, you do so at your own risk.  Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

6.2. The United States controls the export of technology, information or other materials. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.

1. U.S. Government Restricted Rights

The Content is provided with “RESTRICTED RIGHTS.”  Use, duplication, or disclosure by the U.S. Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor.  Use of the Site or Content by the U.S. Government constitutes acknowledgement of our proprietary rights in the Site and Content.

8. Miscellaneous

8.1. This Agreement is governed by the internal substantive laws of the State of California, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts located in the State of California.  If any provision of this Agreement is found to be 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.  Failure of Koah to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement.  No waiver shall be effective against Koah unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Koah and you, this Agreement constitutes the entire agreement between you and Koah with respect to the subject matter, and supercedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.  The section headings are provided merely for convenience and shall not be given any legal import.  We may freely assign our rights under this Agreement.  This Agreement will inure to the benefit of our successors and assigns.  Any information submitted or provided by you to the Site might be publicly accessible.  Important and private information should be protected by you.