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Last modified: August 26, 2026


Terms of Use

THESE TERMS OF USE CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE PRODUCT. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE CHOICE OF LAW, DISPUTE RESOLUTION AND WAIVER OF CLASS ACTIONS SECTION. PLEASE READ CAREFULLY.

Acceptance of Terms

These Terms of Use (the “Agreement”) is a binding legal contract between Railsware Products Studio LLC (referred to as “Railsware”, “we,” “us,” or “our”) and Customer. When we refer to “Customer,” (“You” or “Your,”) we are referring to the business, organization or entity with which you are associated and on behalf of which you act, unless you are using the Product (as defined below) in your personal capacity, in which case the Agreement refers to you as an individual. This Agreement governs Your access to and use of our Product. This Agreement applies to the use of the Product, including use on a trial or free basis.

By creating an Account, clicking “Sign Up”, or otherwise accessing or using the Product, You acknowledge that You have read, understood, and agree to be bound by these Terms of Use, including any policies and documents incorporated by reference. If You are using the Product on behalf of a company or other legal entity, You represent that You are authorized to bind that entity to this Agreement, in which case “You” refers to that entity. For the avoidance of doubt, the obligations and restrictions imposed upon You by these Terms of Use, as well as any policies and documents incorporated by reference, include an obligation on You to procure that Your Users comply with those obligations and restrictions.

Do not use the Product if You do not agree to this Agreement.

If You entered into a Service Order that governs use of the Product, then the terms of that Service Order shall apply and control to the extent of any conflict with this Agreement. If so, You agree to comply with the terms of its applicable Service Order with Railsware.

1. Definitions

Railsware (“we,” “us,” or “our”) means Railsware Products Studio LLC, a limited liability company incorporated under the laws of the State of Delaware, registration number: 4461258, having its business address at 117 E Colorado Blvd, Suite 600, Office 650, Pasadena, CA 91105.

Customer (“You” or “Your”) means an entity or person using the Product and identified in the applicable account record, billing statement, or online subscription process as a customer.

Account means an account under the name of the Customer, using which User may exploit the Product and access to its functionality.

Account Owner means a User, who manages a Product Account within the organization.

Aggregate Data means any data and information related to or derived from Your and Your Users use of the Product, including any Customer Data, in each case, in an aggregate and anonymized form.

AI Features means certain features powered by artificial intelligence to enhance functionality of the Product.

AI Integrations means functionality of the Product to establish AI integrations with third-party AI tools and services.

User means an individual, who is authorized to use the Product by the Customer, on behalf of the Customer and for the Customer’s benefit, being the Customer’s employee, contractor, consultant, agent, or other authorized representative. Reference to User shall include an Account Owner and Guest as well.

Guest means a User, who is invited to use the Product by the Account Owner within the Customer’s organization.

Product means Coupler.io, data integration platform available at https://www.coupler.io/.

Data Sources means any third-party systems where You are exporting data by means of the Product.

Data Destination means any third-party systems where You are importing data by means of the Product.

Beta Features means pre-release features, functionalities, or modules of the Product that are made available to You to use and evaluate.

Service Order means an order form concluded between Railsware and the Customer, specifying the details of the Customer’s subscription to the Product, which may differ from those outlined in this Agreement, and any additional terms applicable to such subscription.

Subscription Fee means the amount You pay for using the Product. The Subscription Plans’ pricing is set forth on our website and is available at https://www.coupler.io/pricing, unless otherwise specified in the Service Order.

Subscription Plan means a specific type of subscription You chose in order to use the Product. Every Subscription Plan may have a different Subscription Fee or be free of charge, and establish limits applicable to such a Subscription Plan.

Subscription Term means the initial term of Your subscription to the applicable Product, as specified as part of Your chosen Subscription Plan, and each subsequent renewal term (if any).

Customer Data means all information that You or Your Users upload, submit, create and otherwise circulate when using the Product as well as the data You or Your Users provide us with when approaching customer support requests.

Personal Data means any information that can be used to individually identify a person, and may include, but is not limited to, name, email address, title, and other personally identifiable information.

Force Majeure means any event beyond a party’s reasonable control that, by its nature, could not have been foreseen or, if it could have been foreseen, was unavoidable, including strikes, lock-outs, or other industrial disputes (whether involving its own workforce or a third party’s one), acts of God, war, riot, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, shortage of supply or delay in delivery by our vendors, fire, flood, earthquake, accident, radiation, inability to secure transportation, failure of communications or energy sources, malicious damage, breakdown of plant or machinery, or default of suppliers or subcontractors.

2. Product Overview and Access

The Product enables You to collect, manage and organize data from Your Data Sources and further transfer data into designated Data Destinations for analytics, reporting and other purposes.

Subject to Your compliance with this Agreement, Service Order (if applicable) and payment of any applicable Subscription Fees, we grant You a limited, non-exclusive, non-transferable right to access and use the Product during the Subscription Term in accordance with any usage limits set out under Your Subscription Plan, or agreed under the relevant Service Order.

In order to use the Product’s functionality, You, including any Users associated with Your organization for whom You establish access credentials to the Product, must have an Account. To create an Account each User must register with a valid email address and create a secure password. No one under the age of 18 may use the Product.

You and Your Users are responsible for maintaining the confidentiality of their Account credentials. You are responsible for the actions and inactions of all Accounts affiliated with You and for any violations of these Terms of Use by Your Users.

You must immediately notify us of any unauthorized use of Your Account or any other breach or threatened breach of our security or the security of Your Account.

By inviting Users and Guests to use the Product within Your organization Account, You are responsible for managing Your Users’ and Guests’ access and ensuring that all Users and Guests abide by this Agreement. If such Users or Guests leave Your organization or no longer should have access to the Account, You must promptly disable or update their login credentials.

3. Subscriptions and Payments

Subscription Plans. We offer the Product under various Subscription Plans. When You sign up, You must select a Subscription Plan, unless the specific terms agreed under the Service Order. The features, usage limits, and Subscription Fees for each Subscription Plan are described on our website’s pricing page available at - https://www.coupler.io/pricing, or in a Service Order provided to You.

If You, during the Subscription Term, reach one of the limits, we may disable the automatic data refresh functionality until the next Subscription Term starts, unless otherwise agreed under the Service Order. You will not be able to perform manual data import using the Product as well. To continue importing data from Your chosen data source, You will need to upgrade to a higher tier Subscription Plan with an increased limit of imports and/or rows, change the Subscription Term, or do both (upgrade to another plan and change the Subscription Term).

Upgrades and downgrades. Applicable to all our Subscription Plans, You may decide to upgrade to a new Subscription Plan tier in order to increase the allocated limits, or downgrade to any other paid Subscription Plan at any time. In both cases, You may upgrade or downgrade the Subscription Plan at any time under the following conditions:

  • If You upgrade Your Subscription Plan, we calculate the difference between Your current Subscription Plan and the new one and use it to apply a prorated charge to the rest of the Subscription Term.
  • If You downgrade Your Subscription Plan, we calculate the difference between Your current Subscription Plan and the new one and use it to apply a prorated charge to the next Subscription Term.

Free Trial, Free Plans and Discounts. We may offer free trial periods or a free Subscription Plan for the Product usage. Any such free access is provided at our discretion. We reserve the right to terminate or restrict a free trial or free Subscription Plan for any reason and at any time. The Product under a free Subscription Plan is provided without warranties of any kind.

We reserve the exclusive right, at our sole discretion, to grant, modify, or revoke any discounts applicable to any Subscription Plan and/or Subscription Fees related to the use of the Product. The terms and conditions governing such discounts, including the decision to offer, modify, or withdraw them, shall be determined solely by us. Any such changes shall become effective upon notice provided to You in accordance with our standard notification procedures. If we change or cancel the discounts provided, we will notify You at least thirty (30) days before such changes or cancellation, unless otherwise agreed to in writing under the Service Order.

Promotional and Migration Offers. We may issue special offers such as promotional or migration offers to engage with the new customers. Such offers will only be available to those, who do not currently hold, and have not previously held, an active paid Subscription Plan to the Product. Migration offers will only be applicable where Railsware, in its sole discretion, determines that the potential Customer’s active subscription with a named competitor is reasonably comparable in scope and functionality to the Product’s requested paid Subscription Plan. If we find a particular plan incompatible or non-comparable, a migration offer shall not apply to such a potential Customer. While we may ask for evidence of an active competitor subscription, we reserve the right to proceed on the basis of the potential Customer’s representations only, and any misrepresentation by the potential Customer shall void the promotional pricing.

We reserve the right to approve, modify, or decline any promotional or migration offers at our sole discretion, including after initial discussions with potential Customers. Participation in a promotional campaign does not constitute a binding offer or guarantee of special pricing until we confirm such in writing.

Subscription Fees changes. For paid Subscription Plans, any increase of Subscription Fees will not apply until Your next Subscription Term starts. If You do not agree to a modification in the Subscription Fee that affects You, You may choose not to renew or to terminate Your Subscription Plan as allowed under this Agreement. Continuing to use the Product after a new Subscription Term begins constitutes Your acceptance of the new Subscription Fees.

Payment methods. You may pay Subscription Fees either by payment card or by wire transfer if so agreed under the respective Service Order. If You are paying by payment card, You authorize us to charge a provided payment card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of Your payment information to such a third party.

If You are paying by wire transfer, the payment terms and billing details shall be set out in the Service Order.

You will keep Your contact information, billing information, and payment information with our third-parties payment processors (where applicable) up to date. Changes may be made on Your billing page within Your Account, or upon written notice to Railsware. All payment obligations are non-cancelable, and all amounts paid are non-refundable, except as specifically provided for in this Agreement or Service Order. All fees are due and payable in advance throughout the Subscription Term, unless otherwise agreed under the Service Order.

Unless You terminate or otherwise modify Your Subscription Plan prior to the expiration of Your current Subscription Term, Your Subscription Plan will automatically renew for another Subscription Term. You will be automatically charged the applicable then-current Subscription Fee for the renewal.

4. Customer Data

Subject to these Terms of Use, You grant Railsware an irrevocable, perpetual, worldwide, non-exclusive, non-sublicensable, royalty-free, and transferable right and license to reproduce, encode, store, copy, transmit, publish, broadcast, send, display, create derivative works of, and otherwise use Customer Data in connection with providing the Product to You, and in accordance with our Data Processing Addendum, which is incorporated into these Terms of Use by reference. We will not sell, license, rent, or otherwise use or exploit Your Customer Data for our commercial purpose.

We do not claim ownership over any Customer Data submitted on or through the Product. You are the owner of Your Customer Data. However, by uploading any Customer Data to the Product or sharing it with us in another way (e.g. as part of the support requests), You agree that we may store and display Your Customer Data solely as necessary in connection with the Product and Your request.

You represent and warrant to Railsware that:

(i) no Customer Data contains content that may infringe upon the intellectual property rights or any other rights of another, or violate any applicable laws of any jurisdiction;

(ii) You have provided all necessary notices and have obtained all necessary rights, releases, and permissions to transmit Customer Data to us, including without limitation, to grant the rights provided within this Agreement to Railsware; and

(iii) our use of the Customer Data to provide the Product will not violate any laws, rules, regulations, contracts with third parties to which You are bound, or the privacy or other rights of any third party.

You shall be solely responsible for the accuracy, quality, content, and legality of Your Customer Data.

This is Your responsibility if You or Your Users on Your behalf choose to share any of Customer Data with other Users within Your organization or to share Customer Data with any third parties.

You understand and agree that we may monitor, collect, and compile data the Aggregate Data. All rights, title, and interest in Aggregate Data, and all intellectual property rights therein, belong to and are retained solely by Railsware. We shall have the unrestricted right to collect, retain, use, transfer, or disclose Aggregate Data for any legitimate business purpose. This right shall survive any termination or expiration of the Agreement.

After You terminate Your Account, You will still maintain access to all previously loaded data from Data Sources to Data Destinations and will be able to access, view, and manage it in Data Destinations through Your Destination account.

5. Usage Restrictions

While using the Product, You and Your Users shall not and are prohibited to:

  • reverse engineer, disassemble, decompile, decode, or exploit the Product, or otherwise attempt to derive or gain improper access to any software component of the Product, in whole or in part;
  • input any virus, malware, or other harmful code into the Product;
  • modify or create derivative works of the Product, in whole or in part;
  • use the Product in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third-party;
  • interfere with or disrupt the integrity of the Product or any content or data contained therein or transmitted thereby;
  • access, monitor, or copy any content or information on the Product using any robot, spider, scraper, or other automated means;
  • bypass or circumvent any measures employed to prevent or limit access to the Product;
  • “frame”, “mirror,” sell, resell, rent, or lease any portion of the Product or otherwise incorporate any part of the Product into any other website without our prior written authorization; or
  • violate any applicable local, national, or international law, or regulation.

We reserve the right to monitor Your and Your Users compliance with the Subscription Plans limits and usage terms, including those agreed under the Service Order.

We may at any time suspend any access to the Product or terminate the Agreement if we have reason to believe that You or Your Users are not complying with the Agreement, or You or Your Users otherwise abusing the Product.

6. Third Party Systems and Services

You understand and agree that Data Sources and Data Destinations, as well as other third party sites and products, which You may use along with the Product, are not under our control. Data Sources, Data Destinations, third party sites, and products are provided (if any) to You only as a convenience. In addition, we have no power over any of the Data Sources, Data Destinations, or any third party sites and products, and therefore cannot either ensure their availability or influence and rectify any issues with them. We encourage You to check terms and conditions of such Data Sources, Data Destinations, third party sites, and products before usage.

While using the Product, You may access YouTube API Services (YouTube API). Please note that the use of the YouTube API is subject to YouTube's Terms of Service, available at https://www.youtube.com/t/terms. We strongly encourage You to review YouTube's Terms of Service before using the YouTube API, as by using those, You will be bound by YouTube's Terms of Service.

7. AI Features

We may offer certain AI Features. When You use an AI Feature, You may provide a prompt, query, or other input (“Input”), which could include portions of Your Customer Data or other information You provide. The AI Feature will generate a result or answer (“Output”) based on the Input. You represent and warrant that You have the necessary rights to provide the Inputs You submit and that doing so will not violate any law or any third-party rights. You give us and our third-party AI providers’ consent to process Your Inputs and Outputs for the purpose of providing AI Features functionality. We will treat Your Inputs and Outputs as Customer Data under this Agreement. Please check our Privacy Policy to get more about Customer Data processing and retention.

We may analyze anonymized Inputs and Outputs to develop, improve, and personalize the Product using heuristic evaluation, machine learning algorithms, and other techniques. This analysis may involve the use of unidentifiable Customer Data, which will only be used for the purposes stated in this clause.

Certain AI Features, such as the AI Agent, process Your Input and context You submit (which may include Customer Data and any Personal Data You choose to include) through our third-party AI provider in order to generate responses. This processing of Your chat content is separate from the anonymized analysis described above. We do not use Your chats or prompts, and we do not permit our AI provider to use them, to train AI models, and we do not develop our own AI models using this content. Our processing of chat content is further described in our Privacy Policy.

You may decide to share Your Inputs and Outputs with the third parties by creating a public link accessible to such data in Your Account. If You decide to do so, You consent to such third parties to process Your Customer Data, and certify You are authorised to share such Customer Data with such third parties. Railsware shall not be responsible for the processing of Your Customer Data by such third parties.

Please be aware that Outputs of AI Features may not always be error-free or appropriate for every situation. We do not guarantee the accuracy, completeness, or suitability of content provided as a result of the usage of AI Features, and we shall not be liable for any damages, losses, or expenses arising from reliance on the results generated with AI Features. You shall assume full responsibility for verifying the accuracy and appropriateness of any information or results provided through the functionality of any AI Features proposed.

We may also offer You use of AI Integrations. If You decide to enable an AI Integration, You understand and agree that Your Customer Data will be processed by third parties - AI providers (particular AI tools You choose to integrate with, such as ChatGPT or Claude) in accordance with their terms and policies. Please check terms and policies of such AI providers before setting up Your AI Integrations. Railsware shall not be liable for Customer Data processing by such third parties. You are responsible for ensuring compliance with the AI providers’ usage policies.

We may discontinue any of AI Features or AI Integrations at any time with or without notice.

8. Modifications and Beta Features

We may modify the Subscription Plans (including features, limits, or Subscription Fees) from time to time as needed to improve the Product or respond to market changes.

For our paid Subscription Plans, if we make modifications to the limits applicable to the Subscription Plans that would negatively impact You, these modifications will not apply to You until the start of Your next Subscription Term.

On renewal of the Subscription Term, then-current Product usage limits will apply to You, unless otherwise agreed under the Service Order.

If You do not agree to a modification in the Subscription Plan or Subscription Fees that affects You, You may choose not to renew or to terminate Your Subscription Plan as allowed under this Agreement. Continuing to use the Product after a new Subscription Term begins constitutes Your acceptance of the modified terms and conditions of the Subscription Plan.

For our free Subscription Plan, we may make changes that materially reduce the functionality provided to You during the Subscription Term.

From time to time, You may be able to offer You to try the Product’s Beta Features. You may choose to access such Beta Features at Your sole discretion. You acknowledge that Beta Features (i) are still in development and are provided to You for evaluation purposes only and not for production use, (ii) are not supported, may have bugs or errors, and are provided “AS IS” with no warranties of any kind, and (iii) may be subject to additional terms.

Unless otherwise stated, any Beta Feature trial period will expire upon the date that a version of the Beta Feature becomes generally available as part of the Product, or when Railsware decides to discontinue such Beta Feature.

Beta Features may materially change prior to commercial launch, or may never be released. Railsware may discontinue Beta Features at any time in its sole discretion and may never make them generally available.

RAILSWARE WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA FEATURE, AND YOUR USE OF OR RELIANCE ON ANY BETA FEATURE IS AT YOUR OWN RISK.

9. Term, Termination and Suspension

Your initial Subscription Term will begin on the date You first enroll to the Subscription Plan and continue for the period specified by Your Subscription Plan or another term as stated in a Service Order. Paid Subscription Plan will automatically renew at the end of each Subscription Term for an additional term unless You cancel it before the next Subscription Term begins.

You may cancel a paid Subscription Plan at any time through Your Account settings or by written notice to us. If You cancel in the middle of Subscription Term, no refunds will be provided and You will be able to use the Product till the end of the Subscription Term.

We reserve the right to terminate Your Subscription Plan at any time and for any reason upon notice to You. If we terminate Your Subscription Plan without cause, we will refund a prorated portion of any prepayment amount for prepaid but unused Subscription Plan functionality.

Either party may terminate this Agreement: (a) if the other party is in material breach of this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach in reasonable detail; or (b) if such termination is required by applicable law, rule, regulation, or by our compliance or security policies or requirements; or (c) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors, in which case the termination shall take immediate effect.

We may also terminate the Agreement immediately if You breach the terms of the Service Order.

If You terminate for our uncured breach, we will provide You a pro-rata refund of any prepaid fees covering the remaining Subscription Term after the effective termination date. If we terminate for Your breach, You will not be entitled to any refund, and You must pay any outstanding Subscription Fees under the Service Order (if any).

Effect of termination. Upon termination or expiration of Your Subscription Term or this Agreement for any reason we will cease providing the Product to You.

If You were on a paid Subscription Plan, we will switch Your Account to functionality then available for a free Subscription Plan, unless Your Subscription Plan was terminated for breach of this Agreement or Service Order. As long as You have access to Your Account, terms and restrictions set out in this Agreement remain valid for You. You shall be responsible for compliance with it of all Your Users.

Suspension. We reserve the right to suspend Your access to the Product (i) if required by law or governmental order, or (ii) if we believe You have violated Section 5 - Usage Restrictions or any other usage restrictions or policies, or (iii) if we believe You have violated any usage or payment terms agreed under the Service Order. We will notify You of any such suspension in an appropriate manner and timeframe, and we will reinstate Your access once You bring Your Account up to good standing. No refund will be provided for suspension periods caused by Your breach or fault.

We also reserve the right to suspend or terminate Accounts under the free Subscription Plan that have been inactive for an extended period or that are associated with suspicious or abusive activity.

10. Privacy and Personal Data

Railsware strives to protect the privacy of our Customers and Users. All Users’ Personal Data will be processed in accordance with our Privacy Policy.

For our Users and Customers that are located in the European Union or the European Economic Area, the Standard Contractual Clauses adopted by the European Commission, attached to the Data Processing Addendum, with Railsware Products Studio LLC, which provide adequate safeguards with respect to the Personal Data processed by us under this Agreement and pursuant to the provisions of our Data Processing Addendum apply.

Railsware Products Studio LLC complies with the EU-U.S. Data Privacy Framework (EU-U.S. DPF), the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (Swiss-U.S. DPF) as set forth by the U.S. Department of Commerce. Please check more about this in our Privacy Policy.

11. Intellectual Property Rights

The Product and all the related materials, in particular, but not limited to, trademarks (registered or not), trade names, logos, content, graphics, text, templates, and images used by or contained on/in the Product are exclusively owned by Railsware (the “Railsware Intellectual Property”), and protected by copyright, trademarks, national and international legislation. Railsware Intellectual Property rights shall cover any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and include all copyright and analogous rights, all rights in relation to inventions, patents, source code, software, trademarks, and designs (whether registered or not), circuit layouts, trade names, trade secrets, business names, company names or the Internet domain names.

Railsware Intellectual Property may not be copied, reproduced, distributed, transmitted, broadcast, displayed, sold, transferred, assigned, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Railsware.

Nothing in this Agreement shall be treated as an assignment or transfer of any Railsware Intellectual Property.

12. Publicity Rights

Under these Terms of Use, You hereby authorize Railsware to reference You and Your company’s brand name, publicly stating You are a Railsware customer, utilize Your and Your company’s trade name, trademarks, service marks, or images (including graphic symbols/logos) associated with You in the Product’s marketing materials, and/or publish feedback provided by You and Your representatives concerning the Product. This permission extends to Railsware’s marketing, promotional, or advertising materials, as well as the Product’s website.

You and Your Users give Railsware a non-exclusive, royalty-free, perpetual, irrevocable license, to fully exploit any suggestions, ideas, enhancement requests, feedback, or recommendations Your Users share with Railsware during or in relation with the usage of the Product.

13. Confidentiality

Within the scope of this Terms of Use, Railsware may disclose or make available to You Confidential Information. "Confidential Information" means Railsware information in any form or medium (whether oral, written, electronic, or other) that Railsware considers confidential or proprietary, including information consisting of or relating to Railsware technology, trade secrets, know-how, business operations, products, services, compliance reports, security testing reports, plans, strategies, customers, and pricing, in each case whether or not marked, designated, or otherwise identified as "confidential.” You agree: (i) not to divulge to any third person any Confidential Information, (ii) to allow access to Confidential Information solely by Your authorised representatives, agents, employees or contractors (if any) with a need to have access thereto for purposes of using the Product, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of Confidential Information that You take with Your own proprietary information, but in no event shall You apply less than reasonable precautions to protect Confidential Information. Your obligations of non-disclosure with regard to Confidential Information will survive termination of this Agreement.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND LEGISLATION RAILSWARE EXCLUDES ITS LIABILITY TO CUSTOMER AND USERS FOR, OR TO THOSE CLAIMING THROUGH CUSTOMER AND USERS FOR, ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGE OR LOSS OF ANY KIND INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF CONTRACTS, BUSINESS INTERRUPTIONS, COST OF SUBSTITUTE PRODUCTS, GOODS OR SERVICES, LOSS OF OR CORRUPTION OF DATA, HOWEVER, CAUSED, AND WHETHER ARISING UNDER CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE). THE LIMITATIONS IN THIS CLAUSE SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.

UNDER NO CIRCUMSTANCES SHALL RAILSWARE AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE AND/OR THE USAGE OF THE PRODUCT, FROM ALL CAUSES OF ACTION AND THEORIES OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE CURRENT SUBSCRIPTION TERM OF THE SUBSCRIPTION PLAN. RAILSWARE FULLY EXCLUDES ITS LIABILITY FOR THE PRODUCT PROVIDED ON THE FREE SUBSCRIPTION PLAN.

WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD PARTY PRODUCTS THAT YOU USE.

IN NO EVENT SHALL RAILSWARE BE LIABLE FOR ANY FAILURE OF PERFORMANCE DUE TO CIRCUMSTANCES BEYOND OUR CONTROL, INCLUDING, BUT NOT LIMITED TO, A POWER OUTAGE, COMPUTER VIRUS, MALWARE, SPYWARE, KEYLOGGER APPLICATION, SYSTEM FAILURE, FIRE, FLOOD, EARTHQUAKE, TERRORISM, ACT OF WAR, OR EXTREME WEATHER CONDITIONS.

15. Warranties and Representations

You represent and warrant that (a) all of the information provided by You to Railsware to use the Product is correct and current; and (b) You have all necessary rights, power, and authority to enter into these Terms of Use and to perform the acts required of You hereunder.

You understand and agree that the Product is provided “as is” and Railsware, its affiliates, and suppliers, expressly disclaim all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, non-infringement or bailment of Your data on Railsware servers. Railsware, its affiliates and suppliers make no warranty or representation regarding the results that may be obtained from the use of the Product or that the Product will meet any of Your requirements. You will be solely responsible for any damage to You resulting from the use of the Product. The entire risk arising out of the use, security, or performance of the Product remains with You. No oral or written information or advice given by Railsware or its authorized representatives shall create a warranty or in any way increase the scope of Railsware’s obligations.

16. Indemnification

You agree to indemnify, defend, and hold Railsware (and its affiliated companies and its respective contractors, employees, directors, officers, agents, suppliers, licensors and partners) harmless from any and all claims, suits, actions, losses, costs, damages, and any other liabilities, including attorneys’ fees, brought by a third party arising out of or related to: (i) Your use or misuse of the Product, including such use or misuse by Your Users; (ii) any violation of the rights of any other person or entity by You or Your Users; (iii) any allegation, whether true or not, that any of Customer Data violates the applicable law of any relevant jurisdiction; or (iv) any allegation, whether true or not, that any Customer Data infringes upon or misappropriate the intellectual property, or other proprietary right of a third party; or (v) any breach or violation by You or Your Users of this Agreement.

Upon becoming aware of any type of breach (actual or potential one) related to the Product and/or claim and/or infringement, You agree to cooperate with Railsware (at their expense), notify us, and provide us with all such assistance as may be reasonably requested to allow Railsware the exclusive conduct of all disputes, proceedings, negotiations, and settlements with third parties. You shall, furthermore, not admit liability to any third party or settle any disputes or proceedings involving a third party without prior written consent from Railsware.

17. Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or related to the use of the Product or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

18. Choice of Law, Dispute Resolution and Waiver of Class Actions

Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, the United States of America, without regard for choice of law provisions thereof.

Dispute Resolution. You and we agree to use reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation with us, and good faith negotiations will be a condition to either party initiating an arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be 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(s) may be entered in any court having jurisdiction thereof. The seat, or legal place, of arbitration, shall be Middletown, State of Delaware. The language to be used in the arbitral proceedings shall be English. The number of arbitrators shall be one.

Waiver of Class Actions. The parties further agree that the arbitration will be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND RAILSWARE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OURS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above will be deemed null and void in their entirety and the parties will be deemed to have not agreed to arbitrate disputes.

No Jury Trial. The parties understand that, absent this mandatory arbitration section, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

19. Compliance with Laws

You and Your Users may not use or otherwise export or re-export the Product directly or indirectly except as authorized by the United States law and the laws of the jurisdiction in which the Product was obtained. You will be solely responsible for obtaining any license from the United States government required to export or re-export the Product, and any its components, and to comply with applicable United States government export regulations.

In particular, but without limitation, the Product may not be used in, exported or re-exported into (a) Russia, Belarus, or any U.S., EU and the United Kingdom embargoed countries or (b) used or made available to any person or entity on the U.S Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce Denied Persons List or Entity List, and any equivalent list in the jurisdiction where the Product is obtained.

By ordering, accessing, or using the Product:

  • You represents and warrants that Your legal entity is not located or incorporated in any such country;
  • You and Users acting as individuals represent and warrant that they are not included on any such list.

Further, You commit not to order, install, or use the Product for any illegal and/or prohibited activities under applicable United States regulations, embargo and restrictions including but not limited to, any application related to, or purposes associated with, nuclear, chemical, or biological warfare, missile technology (including unmanned air vehicles), military application and any other use prohibited or restricted under the U.S. Export Administration Regulations (EAR) or any other relevant laws, rules or regulations of the United States of America, including but not limited to any economic or financial sanctions or trade embargoes implemented, administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Departments of State or Commerce or any other US government authority, the United Nations Security Council, the European Union, Her Majesty’s Treasury, Switzerland or other such Sanctions authority in a jurisdiction of relevance to this Terms of Use.

20. General Provisions

Modification of this Agreement. We may change, modify, add or remove portions of the Agreement at any time and in our sole discretion without prior notice and each such update will be effective immediately. If we make an update, we will change the “Last Updated” date above. Your continued use of the Product will confirm Your acceptance of the updated Agreement. We encourage You to frequently review this Agreement to ensure You understand the latest terms and conditions associated with use of the Product. If You do not agree to an updated Agreement, You must discontinue using the Product.

Independent Parties. Parties under this Agreement are independent parties and expressly disclaim any franchise, joint venture, agency, employer/employee, fiduciary or other special relationship. The Agreement is not intended to create a third-party beneficiary of any kind.

Survival. Upon termination of these Terms of Use, the following Sections will survive: Intellectual Property Rights, Customer Data, Warranties and Representations, Limitation of Liability, Indemnification, Choice of Law and Forum, General Provisions.

Severability. These Terms of Use embody the entire understanding and agreement between Railsware and You. The captions and headings appearing in the Terms of Use are for reference only and will not be considered in construing this Agreement. If any part of these Terms of Use is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms of Use will continue in effect.

No Waiver. A party's failure or delay in enforcing any provision of the Terms of Use will not operate as a waiver of the right to enforce that provision or any other provision of the Terms of Use at any time. A waiver of any provision of the Terms of Use must be in writing, specify the provision to be waived, and signed by the party agreeing to the waiver.

Force Majeure. Neither party is liable for delays or failures to perform any of its obligations under the Terms of Use to the extent caused by Force Majeure event. Each party will use reasonable efforts to mitigate the effect of a force majeure event. Each party undertakes to notify the other about the Force Majeure event no later than in 10 (ten) business days after its occurrence. If the party is not able to perform its obligations due to the Force Majeure event for more than 30 (thirty) calendar days, the other party may initiate the termination of the Terms of Use.

Injunction. You acknowledge that any use of the Product contrary to this Agreement, or any transfer, sublicensing, copying, or disclosure of technical information or materials related to the Product, may cause irreparable damage to Railsware, its affiliates or suppliers, and under such circumstances Railsware, its affiliates and suppliers will be entitled to equitable relief, without posting a bond or other security, including, but not limited to, preliminary and permanent injunctive relief.

Assignment. You shall not assign or transfer these Terms of Use, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of assets, change of control, or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign these Terms of Use to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control, or operation of law.

21. Contact Details

All notices or other correspondence with Railsware under this Agreement must be sent to the following email address: contact@coupler.io.

You may also contact us using the following business address:

Railsware Products Studio LLC
117 E Colorado Blvd, Suite 600, Office 650, Pasadena, CA, 91105