Terms of Use
FOR THE REGISTERED USERS OF CO-OPPORTUNITY
CONSUMERS COOPERATIVE.
IMPORTANT! READ THIS ENTIRE AGREEMENT CAREFULLY.
THESE ARE THE TERMS AND CONDITIONS GOVERNING
YOUR USE OF OUR WEBSITE AND OUR SERVICES.
Welcome to Co-opportunity’s website available
at and under the domain name coopportunity.com. By complying with this User
Terms of Service Agreement (this “Agreement”), we hope your online experience
with us will be safe and rewarding. This Agreement sets forth the terms and
conditions governing your use of this site and your access to and use of the
information, content and services offered on this site (which, collectively
with this site, constitute the “Services”). By accessing or using this site or
any of the services, you acknowledge that you have read, understood, accept and
agree to be legally bound by this Agreement, as it may be amended or
supplemented from time to time (as further described below), and agree to all
operating rules and/or policies of CO+OPPORTUNITY and the Services that may be
published by CO+OPPORTUNITY on this site. All these rules and policies are
incorporated into this Agreement by this reference. CO+OPPORTUNITY also has a
privacy policy relating to this Site and the Services generally.
THE TERMS OF USE CONSTITUTE A LEGAL AGREEMENT.
IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS THE SITE OR USE ANY OF
THE SERVICES.
Certain sections of this Site may require
membership and/or affiliation with CO+OPPORTUNITY and registration as a user to
create an account. By becoming a registered user of this Site, you agree to
provide accurate and complete information and to inform us as to any changes to
that information. You are responsible for maintaining the confidentiality of
your account and for restricting access to your account, and you agree to
accept responsibility for all activities that occur under your account or
password. If you believe there has been unauthorized use, you must notify us
immediately.
1. CO+OPPORTUNITY Reserves the Right
to Revise this Agreement. CO+OPPORTUNITY reserves the right, at any
time and from time to time, to update, revise, supplement and to otherwise
modify this Agreement and to impose new or additional rules, policies, terms or
conditions on your use of the Services. Such updates, revisions, supplements,
modifications and additional rules, polices, terms and conditions (collectively
referred to in this Agreement as “Additional Terms”) shall be effective
immediately and incorporated into this Agreement upon notice thereof, which may
be given by any reasonable means including by posting to this Site or the
websites of CO+OPPORTUNITY’s related or affiliated entities. Your continued use
of this Site following such notice shall be deemed to conclusively indicate
your acceptance of any and all such Additional Terms. All Additional Terms are
hereby incorporated into this Agreement by this reference.
2. CO+OPPORTUNITY May Revise or
Terminate Any Part of the Services at Any Time. CO+OPPORTUNITY
reserves the right, at any time and from time to time, to modify or
discontinue, temporarily or permanently, any or all of the Services, with or
without notice and in its sole discretion. This includes the right to modify,
discontinue or remove any content, postings, links, pages, services, or other
materials at any time and for any reason. You agree that neither
CO+OPPORTUNITY, its partners nor affiliates shall be liable to you for any
modification, general suspension or discontinuance of any Services.
You acknowledge and agree that CO+OPPORTUNITY
may, in its sole discretion, refuse or restrict anyone from access to any or
all of the Services at any time. CO+OPPORTUNITY may terminate your Site access
if your conduct is found to be unlawful, inconsistent with, or in violation of,
the letter or spirit of this Agreement, or for any other reason. CO+OPPORTUNITY
shall not be liable to you or any third party for termination of Site access.
Should you object to any terms and conditions of this Agreement, or to any
Additional Terms, your only recourse is to immediately discontinue use of the
Site.
3. Acceptable Use of the
Services. In order to use the Services, you must obtain access to the
World Wide Web directly or through devices that access web-based content and
pay any and all service fees associated with such access.
(a) Individual Use. You agree that you are
only authorized to visit, view and to retain a single copy of pages of this
Site solely for your own use, and that you shall not reproduce, duplicate,
download, store, publish, modify, further transmit, disseminate or otherwise
exploit any material on this Site for any purpose other than for your own
individual use unless otherwise specifically authorized in writing by
CO+OPPORTUNITY. We post legal notices and various credits on pages of this
Site, which may not be removed even in your permitted copy. You shall not
remove these notices or credits, or any additional information contained along
with the notices and credits.
(b) Deep Links. You shall not “deep-link” to
this Site, meaning that you will not create, post, display, publish or
distribute any link to any page of this Site for any purpose, unless
specifically authorized by CO+OPPORTUNITY to do so.
(c) Framing and Inlining. You shall not frame
or inline (framing without a border around the framed content) this Site,
meaning that you will not enclose or display the contents of this Site
(including, but not limited to, images, text, page layout, and form) on another
web page without our expressed written consent.
(d) Security, Cracking and Hacking. You shall
not violate or attempt to violate the security of the Services. Accordingly,
you shall not: (i) access data or materials not intended for you; (ii) log into
a server or account which you are not authorized to access; or (iii) attempt to
probe, scan or test the vulnerability of a system or network or to breach
security or authentication measures without proper authorization. Violations of
system or network security may result in civil or criminal liability.
CO+OPPORTUNITY reserves the right to investigate occurrences which may involve
such violations and may involve, and cooperate with, law enforcement
authorities in prosecuting users who have participated in such violations. You
agree that it is your responsibility to install anti-virus software and related
protections against viruses, Trojan horses, worms, time bombs, cancelbots or
other computer programming routines or engines that are intended to damage,
destroy, disrupt or otherwise impair a computer’s functionality or operation
which may be transferred to your computer via the Services.
(e) Accurate Information. You must register in
order to access and use some areas of our Site. You agree to: (i) provide
certain current, complete, not misleading, true and accurate information as
required to complete the registration form and at other points as may be
required in the course of your using the Services; and (ii) maintain and update
this information as required to keep it current, complete, and accurate
(collectively the “Registration Data”) to become a registered user of the
Services (“Registered User”). You agree not to use a false or misleading name
or a name that you are not authorized to use. If CO+OPPORTUNITY has reasonable
grounds to suspect that such information is untrue, inaccurate, not current or
incomplete, CO+OPPORTUNITY has the right to suspend or terminate your account,
refuse any and all current or future use of the Services, and pursue any
appropriate legal remedies. Furthermore, you grant CO+OPPORTUNITY the right to
use your Registration Data and other data and information for the purposes
described in this Agreement and in furtherance of your use of the Services.
(f) Account Passwords. If applicable, you will
be able to access certain portions of this Site as a Registered User of the
Services. As a Registered User, you will receive or establish one or more
passwords and accounts. Maintaining the confidentiality and security of your
password and account is solely your responsibility. Do not divulge your password
to anyone else, and do not use anyone else’s password or account. You are
entirely responsible for all activities that occur on or through your
account(s), and you agree to notify us immediately about any unauthorized use
of accounts or any breach of security. You agree that CO+OPPORTUNITY will not
be responsible for any losses incurred in connection with any misuse of
passwords, and you further agree that we will have no responsibility whatsoever
for your failure to comply with this Section 3(f). If CO+OPPORTUNITY has
reasonable grounds to suspect that the security of your password has been
compromised, CO+OPPORTUNITY has the right to suspend or terminate your account,
refuse any and all current or future use of the Services, and pursue any
appropriate legal remedies.
(g) You Are Responsible For All of Your
Activities and All of The Content You Post. You are responsible for your
communication content and transmissions. You represent and warrant that any
information you post or provide to CO+OPPORTUNITY by means of the Services,
including, without limitation, as part of any registration or application or to
gain access to any Services, is true, accurate, not misleading and offered in
good faith. Any information disclosed to you via the Services including, without
limitation, any content in any personalized areas of this Site, may be used
only for its intended purpose. CO+OPPORTUNITY expects that you will exercise
caution, good sense and proper judgment in using the Services. You agree NOT to
use the Services for, or in connection with, any of the following activities:
Spoofing or otherwise impersonating any person
or entity, including, without limitation, any other users or any of
CO+OPPORTUNITY’s personnel, or falsely stating or otherwise misrepresenting
your identity or affiliation in any way, or forging any TCP/IP packet header or
any part of the header information in any e-mail or other posting;
Any fraudulent or illegal purpose, or any use
which violates the accepted norms of the Internet community, whether or not
expressly mentioned in this Policy, as well as any activity that could damage
CO+OPPORTUNITY’s commercial reputation and goodwill or the commercial
reputation and good will of its vendors and customers;
Attempting to gain access to any materials or
information through any means not intentionally made available by
CO+OPPORTUNITY
E-mailing, uploading, or otherwise
transmitting or using the Services in furtherance of the use or distribution of
any unlawful, harmful, harassing, defamatory, tortious, libelous, abusive,
threatening, vulgar, sexually explicit, obscene, hateful, racially, ethnically
or otherwise objectionable material of any kind, or any material that is
invasive of another’s privacy or exploits children, or transmitting any
sexually explicit materials, including images and other content; and
Transmitting material that contains viruses,
Trojan horses, worms, time bombs, cancelbots or other computer programming
routines or engines, including without limitation, via means of submitting a
virus to the Services, that are intended to damage, destroy, disrupt, overload,
flood, mailbomb or crash or otherwise impair a computer’s functionality or the
operation of CO+OPPORTUNITY’s (or anyone else’s) Services, detrimentally
interfere with, surreptitiously intercept or expropriate any system, data or
information, or transmit any materials that otherwise violate CO+OPPORTUNITY’s
rules or policies.
(h) Do Not Violate Third Party Intellectual
Property Rights. Without limiting the foregoing, you may not, and by using any
or all of the Services you agree not to, use the Services to: (i) transmit
material that is copyrighted, unless you are the copyright owner or have
obtained the permission of the copyright owner to transmit it; (ii) transmit
material that reveals trade secrets, unless you own them or have the permission
of the owner to so transmit them; or (iii) transmit material that infringes on
any Intellectual Property Rights (as defined below) of others or violates the
privacy or rights of publicity of others. For purposes of this Agreement, the
term “Intellectual Property Rights” means collectively, rights under patent,
trademark, copyright and trade secret laws, any applications or registrations
relating to such rights, and any other intellectual property or proprietary
rights recognized in any country or jurisdiction worldwide, including, without
limitation, the waiver of moral rights and similar rights.
(i) Ownership. All technology, content,
materials and software posted to or used in conjunction with the Services
including, without limitation, text, graphics, logos, button icons, images,
audio clips, and software included in the Services, are the property of
CO+OPPORTUNITY, its partners, affiliates or licensors and are protected by U.S.
and international copyright, trademarks and other proprietary rights and
Intellectual Property Rights laws. The compilation of all content on this Site
is the exclusive property of CO+OPPORTUNITY, its partners or affiliates and is
protected by U.S. and international copyright laws. Except to the minimum
extent otherwise expressly permitted under copyright law, no copying or
exploitation of material from the Services is permitted without the express
written permission of CO+OPPORTUNITY and any other applicable copyright owner.
You also may not resell the Services (or any part thereof). You acknowledge
that you do not acquire any ownership rights by virtue of downloading copyrighted
material from the Services. All rights not expressly granted hereunder are
expressly reserved to CO+OPPORTUNITY. We reserve the right to remove or disable
access to any content or other materials that violate or allegedly infringe on
a party’s copyright or other intellectual property rights. If you believe your
rights under applicable copyright laws are being infringed, you may notify us
at webmaster@Co-opportunity.coop.
(j) Spidering. The use of any tools, programs,
robotic algorithms or products to automatically download or “spider” the site
or any of the pages of the site is expressly prohibited and infringes on
CO+OPPORTUNITY’s, its partners’ or affiliates’ copyrights. Do not use any such
tools or products on or in connection with the Services!
(k) Trademarks. CO+OPPORTUNITY, Inc., and
“Co+opportunity.coop” are registered trademarks of CO+OPPORTUNITY, Inc. The
“look and feel” of this Site is also CO+OPPORTUNITY’s trademark and proprietary
trade dress. This includes CO+OPPORTUNITY’s color combinations, button shapes,
layout, and all other graphical and navigational elements. This Site contain
other registered and common law trademarks of CO+OPPORTUNITY in addition to
those listed.
(l) Termination. CO+OPPORTUNITY may and will
terminate your service immediately, if, in its sole discretion, CO+OPPORTUNITY
believes that your conduct fails to conform to this Section 3 (Acceptable Use
of the Services) or this Agreement. Without limiting the foregoing, if you use,
or attempt to use any or all of the Services for any purposes other than its
intended purposes (including without limitation by tampering, hacking,
modifying or otherwise corrupting the security or functionality of the
Services), you may also be subject to civil and criminal liability.
4. Compliance with Laws. You
may use the Services only for lawful purposes. The Services are subject to, and
you agree that you shall at all times comply with, all applicable local, state,
national, and international laws, statutes, rules, regulations, ordinances and the
like applicable to the use of the Services. This obligation includes your
agreement to comply with all applicable laws, including without limitation,
industry-specific regulations and rules relating to the export of technical and
other data from the United States (and from your country if you are not located
in the United States) and your agreement not to export or re-export any such
data or any other content or materials in violation of such laws, rules or
regulations without first obtaining all necessary licenses, consents and
approvals therefor, as well as authorization therefor from CO+OPPORTUNITY.
5. Your Access to Certain Services. You
understand that certain Services on this Site may include materials and
information from third parties, and you acknowledge and agree that
CO+OPPORTUNITY has minimal control over such information. Accordingly,
CO+OPPORTUNITY cannot and does not guarantee, represent or warrant that the
content contained in this Site is accurate, appropriate to you, and/or
inoffensive.
6. Chat Rooms and Message Boards. CO+OPPORTUNITY
has no obligation or responsibility (and assumes no obligation or
responsibility) to screen communications or information in advance and is not
responsible for screening or monitoring material transmitted by Users. Any
content, opinions, advice, statements, or services displayed on or through the
Services are those of the respective author and/or applicable distributor, and
not of CO+OPPORTUNITY, its partners or affiliates. CO+OPPORTUNITY does not
endorse any opinions expressed by any party. Submissions by any party to areas
or features of the Site, including without limitation, chat rooms and message
boards are subject to third party Intellectual Property Rights provisions in
this Agreement.
By offering this Site for use, we provide you
with a worldwide, nonexclusive, revocable, limited license to access and use of
the information and services on this Site, strictly subject to and in
accordance with this Agreement. We reserve the right to terminate this license
at any time and for any reason. Your failure to comply with this Agreement will
result in automatic termination of this license, with or without prior notice,
and you must immediately destroy all copies of downloaded materials in your
possession or control. Except for the limited license site forth in this
Agreement, CO+OPPORTUNITY does not grant you any express or implied rights or
licenses under any patents, trademarks, copyrights, or other proprietary or
intellectual property rights.
7. Electronic Signatures. As
a convenience and courtesy to you, CO+OPPORTUNITY provides access to certain
Services on this Site which may include the ability to enter into certain
agreements electronically. You acknowledge that your electronic submissions
constitute your agreement and intent to be bound by the agreements into which
you thereby enter.
Pursuant to any applicable statutes,
regulations, rules, ordinances or other laws, including without limitation the
Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the
“E-Sign Act”) or other similar statutes, YOU HEREBY AGREE TO THE USE OF
ELECTRONIC SIGNATURES, CONTRACTS, APPLICATIONS AND OTHER RECORDS AND ELECTRONIC
DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR
COMPLETED THROUGH THIS SITE. Further, you hereby waive any rights or
requirements under any statutes, regulations, rules, ordinances or other laws
in any jurisdiction which require an original signature or delivery or
retention of non-electronic records, or to payments or the granting of credits
by other than electronic means.
8. CO+OPPORTUNITY Provides a Venue
Only. The Site may contain advertising and sponsorship. Advertisers
and sponsors are responsible for ensuring that material submitted for inclusion
on this Site is accurate and complies with applicable laws. CO+OPPORTUNITY is
not responsible for the illegality of, or any error or inaccuracy in,
advertisers’ or sponsors’ materials, or for the acts or omissions of such
advertisers or sponsors. You understand and agree that CO+OPPORTUNITY is merely
providing a venue and a conduit for your convenience to facilitate your
interactions with other users and service providers via the Service and that
CO+OPPORTUNITY is not a buyer, seller, agent, or otherwise involved in the distribution
chain or involved in the actual transactions for products or services or any
other interactions between parties using the Services. Nothing contained in or
available via the Services shall constitute an affiliation, sponsorship, or
endorsement by CO+OPPORTUNITY of any of the third parties using the Services,
or of the services or products they may offer to sell, sell or otherwise
provide. You agree that neither CO+OPPORTUNITY, its partners nor affiliates
shall be responsible or liable for any loss or damage of any sort incurred as
the result of any dealings between you and any third party. Further, your use
of the website are features provided by CO+OPPORTUNITY solely as a convenience
to you, and you agree that neither CO+OPPORTUNITY, its partners or affiliates
shall be liable or responsible for any loss or damages incurred by you for any
use of or reliance by you on such tools or features.
(a) CO+OPPORTUNITY is Not Responsible for Your
Choice to Do Business with Any Third Party. This Site may provide links to
other third-party World Wide Web sites or resources. CO+OPPORTUNITY makes no
representations whatsoever about any other web site which you may access
through this Site. References on this Site to any names, marks, products or
services of any third parties or hypertext links to third party sites or
information are provided solely as a convenience to you, and do not constitute
or imply an endorsement, sponsorship or recommendation of, or affiliation with
the third party or its products and services. You shall have sole
responsibility for evaluating and determining which third parties with which
you shall transact business and otherwise interact, and which third parties are
authorized to do business with you. You further agree that the specific terms
and conditions of your transactions with third parties that are initiated by or
through the Services shall be as determined by you and such third parties.
CO+OPPORTUNITY makes no representation or warranty as to any third party,
products or services, and you agree that CO+OPPORTUNITY shall not be
responsible or liable, directly or indirectly, for any damage or loss caused by
or in connection with use of or reliance on any such third-party products or
services.
(b) Services Relating to Financial Matters. You
may choose to create or join any service, or receive or request any news,
messages, alerts or other information via the Services concerning companies,
stock quotes, investments or securities. Any such Services provided are for
informational purposes only, and no content included in the Services is
intended for trading or investing purposes. CO+OPPORTUNITY makes no
representation or warranty as to any such information transmitted via the
Services, and you agree that CO+OPPORTUNITY shall not be responsible or liable,
directly or indirectly, for any damage or loss caused by or in connection with
use of or reliance on any such information.
(c) Payments to third parties. Payments will
be made directly to the third party providing services or products in accordance
with your separate agreement with the third party.
9. General Information: No Legal,
Financial or Professional Advice. The information contained in this
Agreement is provided solely for general informational purposes and is not
intended to be an offer to sell in connection with any product or service, nor
is the information a complete description of all terms, conditions and
exclusions applicable to the products and services described. The product and
service descriptions on the site are included for the sole purpose of providing
a general reference tool concerning the nature and type of products and
services available from CO+OPPORTUNITY. The information contained on this site
is intended to provide only a general overview of the materials discussed. It
is not intended to establish any professional standards nor is it intended to
serve as legal, financial or other professional advice regarding any particular
situation. Competent professional counsel should be consulted for any legal or
financial planning and advice. Products and services referenced herein may not
be available in all jurisdictions.
10. Submissions. CO+OPPORTUNITY
has established the Services for its benefit and the benefit of the general
user, its registered customers and other Registered Users. This Site is
provided solely for the convenience of CO+OPPORTUNITY. Neither CO+OPPORTUNITY,
its partners nor affiliates shall have liability whatsoever for the results of
your submissions to this site or by means of the Services.
11. Forms. Notwithstanding
anything to the contrary in this Agreement, and unless specifically and
expressly stated otherwise on any form, agreement or document provided on the
Services, no form, agreement and document provided on the Services is intended
to be legally binding or a substitute for professional analysis. The
information and Services on the Site are not intended to and shall not be used
as legal advice. No attorney-client relationship is formed. You use the
content, information, and any Services on this Site at your own risk. Each
form, agreement and document is provided with the understanding and agreement
that CO+OPPORTUNITY is not engaged in rendering legal, financial or other
professional services. If legal, financial or other expert assistance is
required, the services of a competent professional should be site. Users of the
Services assume all responsibilities and obligations with respect to any
decisions or advice made or given as a result of the use of any form, agreement
or other document and for the selection of a form, agreement or other document
to achieve the user’s intended results.
12. Disclaimer of Warranties. YOU
ACCESS AND USE THE SERVICES AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN
“AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR
NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, TITLE,
CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, OR SYSTEM
INTEGRATION. CO+OPPORTUNITY DOES NOT WARRANT THAT THE SITE AND ANY SERVICES
WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR THAT
ERRORS OR DEFECTS WILL BE CORRECTED. IN ADDITION, CO+OPPORTUNITY DOES NOT
WARRANT THAT INFORMATION AVAILABLE ON OR THROUGH THE SITE ARE APPROPRIATE,
ACCURATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION, AND ACCESSING
THEM FROM JURISDICTIONS WHERE THEIR CONTENTS ARE ILLEGAL IS EXPRESSLY PROHIBITED.
Some jurisdictions do not allow exclusion of implied warranties, so the above
exclusions may not apply to you.
13. Limitation of Liability. YOU
EXPRESSLY UNDERSTAND AND AGREE THAT CO-OPPORTUNITY SHALL NOT BE LIABLE FOR ANY
DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY
DAMAGES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR
THE USE OF ANY OR ALL OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES
FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF
CO+OPPORTUNITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). TO THE
EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO
BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF
CO+OPPORTUNITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING, WITHOUT
LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT)
ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE, THE SERVICES OR THIS
AGREEMENT SHALL BE LIMITED TO YOUR DIRECT DAMAGES NOT TO EXCEED THE GREATER OF
(A) THE AMOUNT OF FEES YOU PA Y TO US IN CONN ECTION WITH USE OF THE SERVICES
DURING THE 12 MONTHS PRIOR TO THE FIRST UNDERLYING ACT GIVING RISE TO
LIABILITY, OR (B) $500.
THE LIMITATION OF LIABILITY HEREIN APPLIES TO
ALL LIABILITIES IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE
RESULTING FROM YOUR USE OR YOUR INABILITY TO USE THE SITE OR ANY OTHER PART OF
THE SERVICES, OR ANY OTHER MATTER ARISING FROM OR RELATING TO THE SITE. BECAUSE
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT
APPLY TO YOU. *If YOU ARE a COMPANY DOING BUSINESS IN CALIFORNIA, YOU HEREBY
waive California Civil Code ¤1542, which says: “A general release does not
extend to claims which the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor.”
14. Indemnity of CO+OPPORTUNITY. You
agree to indemnify and hold CO+OPPORTUNITY (including without limitation our
agents, employees, officers, directors, subsidiaries, parent and affiliated
companies) harmless, and, at CO+OPPORTUNITY’s request, to defend CO+OPPORTUNITY
from and against any claim, demand, cause of action, debt, loss or liability,
including reasonable attorneys’ fees, to the extent that such action is based
upon, arises out of, or relates to: (i) your use of (or inability to use) any
and all of the Services; (ii) your violation of the terms and conditions of
this Agreement; (iii) the infringement by you, or any other person using your
password and account, of any right of any person or entity; or (iv) any other
of your activities relating to your use of this Site and the Services. This
indemnity shall be in addition to and not limited by any other indemnity.
15. Order of Precedence. This
Agreement governs your use of this Site and access to the Services. This
Agreement does not modify, alter or amend any other agreement you have entered
or will enter into with CO+OPPORTUNITY or any of its related or affiliated
entities. To the extent that any provision of this Agreement, or any
supplemental agreement offered as any part of any registration for additional
Services on this Site, conflicts with any provision of your other agreements
with CO+OPPORTUNITY or any of its related or affiliated entities, the terms of
such other agreement, shall, as to the subject matter of that other agreement,
take precedence over the conflicting term(s) of this Agreement.
16. Dispute Resolution. If a
dispute arises out of or relates to the Services or this Agreement or its
breach (with the exception of rights to injunctive relief with respect to
Intellectual Property Rights and obligations with respect to confidentiality),
and the parties have not been successful in resolving the dispute through
direct negotiation, then the dispute will be resolved in binding arbitration as
follows: (i) the arbitration will be administered by the American Arbitration
Association under its Commercial Arbitration Rules; (ii) any judgment on the
award rendered by the arbitrator(s) may be entered in any court of competent
jurisdiction; (iii) the location of the arbitration will be California Site, California
or such other location as the parties may mutually agree; and (iv) the parties
will have the right to take discovery of the other party by any method allowed
by the Federal Rules of Civil Procedure. The arbitrator(s) will each be a
natural person who has never been employed (either as an employee or as an
independent consultant) by either of the parties, or any parent, subsidiary or
affiliate thereof, and will be familiar with the business of the parties. The
arbitrator(s) may upon request exclude from use in the arbitration proceeding
any evidence not made available to the other party pursuant to a proper
discovery request. The arbitrator(s) will issue a reasoned award. The cost of
the arbitration will be borne equally by the parties pending the award. Upon
the decision of the arbitrator(s), the prevailing party will be entitled to
receive from the other party its reasonable attorneys’ fees and costs. You
agree that CO+OPPORTUNITY may seek interim or preliminary relief from a court
of competent jurisdiction necessary to protect the rights or property of
CO+OPPORTUNITY pending the completion of arbitration. The parties, their
representatives, other participants, the arbitrator(s) and the administrator(s)
of the arbitration will hold in confidence the existence, content and outcome
of the arbitration.
17. Choice of Law and Forum. The Services are
controlled by CO+OPPORTUNITY from California, U.S., although it may be accessed
throughout the world. Subject to Section 15 herein, by accessing or using any or
all of the Services, you and CO+OPPORTUNITY each agree that the substantive
laws of the State of California will govern with respect to all matters
relating to or arising from this Agreement, or the use (or inability to use)
any or all of the Services, and that such laws will apply without regard to
principles of conflict of laws. Subject to the dispute resolution procedures
site forth above, you and CO+OPPORTUNITY agree and hereby submit to the
exclusive jurisdiction and venue of the appropriate State and Federal courts
located in Johnson County, California with respect to such matters. Regardless
of any statute or law to the contrary, any claim or cause of action arising out
of or related to the Services must be filed or otherwise commenced within one (1)
year after such claim or cause of action arose or be forever barred.
18. Miscellaneous Terms. Subject
to the terms of Section 15 herein and CO+OPPORTUNITY’s other operating rules
and policies for this Site, this Agreement constitutes the entire agreement
between you and CO+OPPORTUNITY with respect to the subject matter addressed
herein, and governs your use of any or all of the Services, superseding any
prior agreements between you and CO+OPPORTUNITY relating to such subject
matter, but this Agreement may be supplemented by any other agreement you enter
into with CO+OPPORTUNITY pursuant to a registration to access certain features
of this Site. The failure of CO+OPPORTUNITY to exercise or enforce any right or
provision of this Agreement shall not constitute a waiver of such right or
provision. If any provision of this Agreement is found by a court of competent
jurisdiction to be invalid, the parties nevertheless agree that the court
should endeavor to give effect to the parties’ intentions as reflected in the
provision, and that the other provisions of this Agreement remain in full force
and effect. The section headings used in this Agreement are for convenience
only and have no legal or contractual effect.
19. Severability of Provisions. If
any provision of this Agreement is deemed unlawful, void or unenforceable, then
that provision shall be deemed severable from the remaining provisions and
shall not affect their validity and enforceability.
20. Contact. If you have
questions regarding these terms and conditions or content of our website,
please contact us at service@coopportunity.com
Without limiting the foregoing, the Services
are not intended for use by or availability to minors. IF YOU ARE NOT LEGALLY
AN ADULT UNDER THE LAW WHERE YOU LIVE OR IF YOU ARE UNDER 13 YEARS OF AGE, YOU
MAY NOT ACCESS THE SITE OR USE ANY OF THE SERVICES. IF SO, PLEASE IMMEDIATELY
DISCONTINUE USE OF THE SERVICES AND DO NOT ACCESS THE SITE.
BY ACCESSING OR USING THE SERVICES AFTER
PRE-REGISTRATION OR BY CLICKING ON THE “SUBMIT” OR “ACCEPT” BUTTON AS PART OF
THE INITIAL SIGN-ON PROCESS, AND SUBSEQUENTLY ACCESSING OR USING THE SERVICES,
YOU INDICATE AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE
LEGALLY BOUND BY THIS AGREEMENT AND ALL OF THE FOREGOING TERMS AND CONDITIONS.