Coherent Insights
Terms of Use

The Coherent Insights feature (the “Insights”) available on the website located at https://coherent.global/ (“Site”) is a copyrighted work belonging to Coherent Capital Advisors Limited (and our affiliates) (“Coherent”, “us”, “our”, and “we”). The use of Insights is subject to these Terms of Use (“Terms”).

These Terms set forth the legally binding terms and conditions that govern (1) the information of Coherent makes available through Insights; (2) the nature of the relationship between You and Coherent; (3) Coherent’s use of Your information gathered by it through your use of Insights; and (4) your use of  Insights. By accessing or using Insights, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). You may not access or use Insights or accept the Terms if you are not at least 18 years old. If you do not agree with all of the provisions of these Terms, do not access and/or use Insights.

Dispute Resolution: PLEASE BE AWARE THAT SECTION 7 (ARBITRATION) CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND COHERENT. AMONG OTHER THINGS, SECTION 7 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 7 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 7 CAREFULLY.

UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

1. ACCESS TO COHERENT INSIGHTS.

• Right to Use. Subject to these Terms, Coherent grants you a non-transferable, non-exclusive, revocable, limited license to use and access Insights solely to analyze Excel files you submit to Coherent Insights for the creation of a report summarizing file analyses for compliance, operational efficiency, and strategic decision-making.
  
  
• Privacy Policy. You acknowledge and agree that (i) Coherent’s processing server for Insights is located in the United States and accordingly the files (and the data therein) you submit to Coherent Insights will be located and stored in the United States and (ii) your use of Insights Coherent is subject to Coherent’s privacy policy available at: https://coherent.global/privacy-policy/.
  
  
• Certain Restrictions. The rights to access and use Insights granted to you in these Terms are subject to the following restrictions: (a) file upload limits may apply based on your subscription tier or specific agreement; and (b) you may not upload any Personal Identifying Information (PII) in the files you upload to Coherent Insights.
  
  
• Data Processing and Retention. You acknowledge that when you submit Excel files for analysis via the Insights reports-on-demand feature: (a) the full Excel file is not uploaded to Coherent's servers; instead, processing occurs within your browser environment where metadata, file fingerprints, structural information, and data summaries ("Extracted Data") are generated; (b) the Extracted Data is then transmitted to Insights for analysis; (c) for the reports-on-demand service, this Extracted Data is processed transiently and is deleted from Coherent systems shortly after the analysis report is generated and made available to you. A User of the full Coherent Insights platform may be subject to different data retention terms as specified in its subscription agreement.
  
  
• Report Handling. Reports generated from your use of Insights will be stored temporarily by Coherent solely for retrieval by you. Coherent will delete these reports shortly after generation. You are solely responsible for downloading, reviewing, and safely storing any reports generated from your use of Insights.
  
  
• Payment and Subscription Terms. Access to certain features or higher usage limits of Insights may require the purchase of report-processing credits or entering into a subscription agreement with Coherent. Terms of payment, including any applicable fees or subscription tiers, will be specified at the point of purchase or in your subscription agreement.
  
  
• Miscellaneous Privacy Terms. Coherent has implemented and follows appropriate technical measures to protect against the risks of unauthorized access to, accidental loss or destruction of, and unlawful processing of the Extracted Data you submit to Insights. However, no security measures are full-proof and accordingly Coherent cannot fully eliminate security risks associated with the processing of such data.
  

• IP/Customer Data Ownership. You retain all ownership rights to the original Excel files you process and the underlying data contained therein (“Customer Data”). Coherent does not claim any ownership over Customer Data. You grant Coherent a limited, non-exclusive, worldwide, royalty-free license solely to process the Extracted Data as necessary to provide the Insights services requested by you. Reports generated by Insights based on your Customer Data are owned by you, subject to Coherent's underlying rights in the Insights platform and technology.

2. USE OF ARTIFICIAL INTELLIGENCE.

• AI Functionality. You acknowledge that Insights utilizes artificial intelligence (AI) and large language models (LLMs), potentially including those provided by third parties such as OpenAI or Google (the "AI Components"), to generate summaries, analyses, and other content within the reports.
  
  
• AI Output Disclaimer. THE OUTPUTS GENERATED BY THE AI COMPONENTS ARE PROVIDED ON AN "AS IS" BASIS. COHERENT MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF SUCH OUTPUTS. AI AND LLMS ARE KNOWN TO BE SUBJECT TO ERRORS, BIASES, AND "HALLUCINATIONS" (GENERATING PLAUSIBLE BUT INCORRECT INFORMATION).
  
  
• User Responsibility. You are solely responsible for reviewing, validating, and verifying the accuracy and appropriateness of any information or analysis generated by the AI Components before relying on or using it for any purpose. You should not rely solely on the AI-generated output for critical decisions.
  
  
• Limitation of Liability for AI Output. TO THE FULLEST EXTENT PERMITTED BY LAW, COHERENT AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, COSTS, OR EXPENSES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR RELIANCE ON ANY OUTPUTS GENERATED BY THE AI COMPONENTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

2. INDEMNIFICATION.

You agree to indemnify and hold Coherent (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of Insights, including without limitation Coherent Insights, (b) your violation of these Terms; or (c) your violation of applicable laws or regulations. Coherent reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Coherent. Coherent will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

3. THIRD-PARTY LINKS.

• Third-Party Links. Insights may contain links to third-party websites and services (collectively, “Third-Party Links”). Such Third-Party Links are not under the control of Coherent, and Coherent is not responsible for any Third-Party Links. Coherent provides access to these Third-Party Links only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. You use all Third-Party Links at your own risk, and you should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links.
  
  
• You hereby release and forever discharge Coherent (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, Insights (including any interactions with, or act or omission of, other Insights  users or any Third-Party Links). If you are a California resident, you hereby waive California Civil Code 1542 in connection with the foregoing, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

4. DISCLAIMERS.

INSIGHTS IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COHERENT (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT INSIGHTS WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO INSIGHTS, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Insights is designed to analyze file structure, formulas, metadata, and dependencies. While processing occurs as described in Coherent’s Privacy Policy and any applicable agreements, Coherent does not persist sensitive customer content contained within the files beyond what is necessary for service execution and agreed-upon retention periods (if any).

6. LIMITATION ON LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COHERENT (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE,. ACCESS TO, AND USE OF, INSIGHTS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

6. TERM AND TERMINATION.

Subject to this, these Terms will remain in full force and effect while you use Insights. We may suspend or terminate your rights to use Insights at any time for any reason at our sole discretion, including for any use of Insights in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use Insights will terminate immediately. Coherent will not have any liability whatsoever to you for any termination of your rights under these Terms. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2 –8.

7. Arbitration.

• Applicability of Arbitration. Subject to the terms of this Section, you and Coherent agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of Insights, or the Terms and prior versions of the Terms, including claims and disputes that arose between us before the effective date of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Coherent may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Coherent may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Section, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as claims that may arise after the termination of these Terms.
  
  
• Informal Dispute Resolution. There might be instances when a Dispute arises between you and Coherent. If that occurs, Coherent is committed to working with you to reach a reasonable resolution. You and Coherent agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Coherent therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Coherent that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to admin@coherent.global. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address; (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Section shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

• Waiver of Jury Trial. YOU AND COHERENT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Coherent are instead electing that all Disputes shall be resolved by arbitration under this Section, except as specified above under the section entitled “Applicability of Arbitration”. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
  
  
• Waiver of Class and Other Non-Individualized Relief. YOU AND COHERENT AGREE THAT, EXCEPT AS SPECIFIED IN THIS SECTION, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Section, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Notwithstanding anything to the contrary in this Section, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Coherent agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of New York. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in New York, New York in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within New York, New York for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate. This subsection does not prevent you or Coherent from participating in a class-wide settlement of claims.
  
  
• Rules and Forum. Disputes regarding or relating to these Terms or Insights shall exclusively be governed by the internal laws of the State of New York, without regard to its choice of law rules and without regard to conflicts of laws principles except that the arbitration provision shall be governed by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. The Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Coherent agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and Coherent otherwise agree, or the Batch Arbitration process described below is triggered, the arbitration will be conducted in the county where you reside in the United States. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.

You and Coherent agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

• Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of New York and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process described below is triggered, the AAA will appoint the arbitrator for each batch.
  
  
• Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of this Section, including the enforceability, revocability, scope, or validity of this Section or any portion of this Section, except for the following: (1) all Disputes including any claim that all or part of this Section is unenforceable, illegal, void or voidable, or that this Section 7 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in this Section, all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of this Section applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in this Section . The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
  
  
• Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Coherent need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
  
  
• Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Coherent agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Coherent by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Coherent.

You and Coherent agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

• 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Section  by sending written notice of your decision to opt out to: admin@coherent.global, within thirty (30) days after first becoming subject to this Section. Your notice must include your name, address, email address, and an unequivocal statement that you want to opt out of this Section. If you opt out of this Section , all other parts of these Terms will continue to apply to you. Opting out of this Section has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
  
  
• Invalidity, Expiration. Except as provided herein, if any part or parts of this Section are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of this Section shall continue in full force and effect. You further agree that any Dispute that you have with Coherent as detailed in this Section must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
  
  
• Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Coherent makes any future material change to this Section, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Coherent at admin@coherent.global, your continued use of Insights following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of this Section if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Section, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of Insights, these Terms, the provisions of this Section as of the date you first accepted the Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Coherent will continue to honor any valid opt outs of this Section that you made to a prior version of these Terms.

8. General.

• These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on the Site and updating the “Last Revised” date at the top of these Terms. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on the Site. These changes will be effective immediately for new users of Insights. Continued use of Insights following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
  
  
• If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
  
  
• Electronic Communications. The communications between you and Coherent use electronic means, whether you use Insights or send us emails, or whether Coherent posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Coherent in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Coherent provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
  
  
• Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of Insights. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Coherent is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Coherent’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Coherent may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
  
  
• Copyright/Trademark Information. Copyright © 2022, Coherent Capital Advisors Limited. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site including without limitation Coherent Insights are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.