- Acceptance of Terms.
- We reserve the right to change, modify, or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. If we change of modify these Terms, we will post the changes to these Terms of Service on https://cofame.com/terms and will indicate at the top of this page the date these terms were last revised. You should periodically visit this page to review the current Terms so you are aware of any revisions. Cofame may modify the TOS at any time. While Cofame will make efforts to notify as to when any changes have occurred, You shall assume all responsibility in reviewing the TOS periodically so you are apprised of any changes. If you continue to use any Service or Site after changes to TOS are posted, you are signifying your acceptance of these terms. If any change to this TOS is not acceptable to you, stop using our service and terminate accounts per Section 6 of this TOS.
- THIS TERMS OF SERVICE CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COFAME ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) THE CLAIM MUST BE SUBMITTED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
- Description of Service. The “Service” includes (a) the Site, (b) all software (“the Software”)
(including all software, integrations, and user interfaces made available by Cofame),
data, reports, text, images, sounds, video, and content made available through any of the foregoing
(collectively referred to as the “Data”). Cofame aggregates data to get you valuable insights about
people and companies through our offerings. As such, content from non-affiliate third-party may be
made available and may be subject to non-affiliate third-party restrictions or polices.
Any new features added to or augmenting the Service are also subject to this TOS.
All paid plans executed through Site (“Subscription”) and/or separately executed Order Forms
(“Order Form”) fall under these TOS unless otherwise specified.
- PATENTS One or more patents owned by Cofame apply to the Services and to the features and services accessible via the Services. Portions of the Services may operate under license of one or more patents.
- All content included in or made available through the Service, such as text, graphics, logos, button icons, images, digital downloads, data compilations, and software is the property of Cofame or content suppliers and may be protected by United States and international copyright laws. The compilation of all content included in or made available through the Service is the exclusive property of Cofame and protected by U.S. and international copyright laws.
- Privacy. Please review our Privacy Notice, which also governs your use of Services: https://www.cofame.com/privacy.
- General Conditions/ Access and Use of the Service.
- Subject to the terms and conditions of this TOS, Cofame grants you a non-exclusive, non-sub-licensable, non-transferable license to access and use the Services only for lawful purposes.
- You shall not (i) sublicense, resell, rent, lease, transfer, assign, time share or otherwise
commercially exploit or make the Service available to any third party;
(ii) use the Service in any unlawful manner (including without limitation in violation
of any CAN-SPAM, Telephone Consumer Protection Act, data, privacy or export control laws)
or in any manner that interferes with or disrupts the integrity or performance of the Service or its components,
(iii) use the Service with any products, services, or materials that constitute,
promote or are used primarily for the purpose of dealing in: libelous, defamatory, obscene,
pornographic, abusive or otherwise illegal or offensive content; spyware, adware, or other malicious code; counterfeit goods;
unsolicited mass distribution of email or multi-level marketing proposals; hate materials; hacking/surveillance/interception/descrambling equipment; or stolen products or items used for theft or (iv) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks or (v) use the Data in any manner that violates the rights of any person, including but not limited to intellectual property rights, rights of privacy or rights of publicity.
- You shall comply with any codes of conduct, policies or other notices Cofame provides you or publishes in connection with the Service, and you shall promptly notify Cofame if you learn of a security breach related to the Service. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Cofame. You are responsible for usage limits set forth in the Order Form and/or Subscription. Cofame reserves the right to bill overages, cancel your subscription, or revoke access if limits are not maintained. For use of Site and the Software without limiting the foregoing, you will access the Data solely on a transactional basis. You shall not (and shall not allow any third party to): (i) present the Data so that it appears to be made available by any third party; (ii) access the Data in bulk, redistribute, or resell the Data. You are responsible to purchase the sufficient number of licenses and access for your usage and company. Only one license may be used per person for all seat or license-based services. Any individual Software-specific terms are additive to these TOS.
- Further, You shall not (and shall not allow any third party to): transfer to or use the Data (in aggregate form or otherwise) except as expressly authorized under this Agreement or by Cofame, copy, disclose, rent, lease, sell, transfer, distribute, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the Data. You may not use any part of the Service or Data in any manner that competes with Cofame, as solely determined by Cofame.
- You understand that the Services aggregate data from third party platforms as well as proprietary data and content belonging to Cofame. Any software or data that may be made available belonging to Cofame in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You agree not to access the Service by any means other than through the interface that is provided by Cofame for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Cofame or any third party is granted to you in connection with the Service.
- Any commercial or non-internal use of free Services require link attribution as determined at sole discretion of Cofame. It is your responsibility to notify Cofame at email@example.com if you are using any services for commercial or non-internal use.
Third Party Services: When you access third party services, such as social media services, through the use of the Cofame Service, you understand that such third party services has not been approved, endorsed, or reviewed in any manner by Cofame, and we are not responsible for your use of or inability to use any third party services, including without limitation the content, accuracy, or reliability of such third party services and the privacy practices or other policies of the third party services.
YOU ACKNOWLEDGE THAT THE SERVICE MAY CONTAIN LINKS TO THIRD PARTY SERVICES. YOU AGREE THAT COFAME DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR THE CONTENT PROVIDED BY THE THIRD PARTY SERVICES. YOU USE SUCH THIRD PARTY SERVICES AT YOUR OWN RISK.
You acknowledge that Cofame or third party services or its licensors own all right, title and interest in and to any and all Services, portions thereof, and/or content or software provided through or in conjunction with any Services, including without limitation any and all patent, copyright, trademark, trade secret and other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You also agree to not remove, obscure, or alter Cofame’s or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through any of the Services or third party services. You agree not to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any of Services or any third party services.
You acknowledges that you will receive information from third party services, such as social media cites, directories, websites, etc. and may provide information to such third party services through the Cofame Service, You acknowledge and agree that Cofame has the option (in its sole discretion) to use such information, royalty-free, for the purpose of the Service; to communicate with users (including without limitation by e-mail) about their use, misuse, and/or purchase of Cofame's products or services; to assist with legal proceedings if required by any court, law, regulator, and/or law enforcement agency; to send them e-mails about Cofame's products or services.
- You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”). You may not claim ownership of content that: (i) was known to a receiving party without restriction before receipt from the disclosing party; (ii) is publicly available through no fault of the receiving party; (iii) is rightfully received by the receiving party from a third party without a duty of confidentiality; or, (iv) is independently developed by the receiving party without reference to Your Content.
- You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. Cofame reserves the right to access your account in order to respond to your requests for technical support. Cofame shall also have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services (including, without limitation, information concerning Your Content and data derived therefrom), and Cofame shall be free (during and after the term hereof) to (i) use such information and data to develop and improve (including for diagnostic and corrective purposes) the Services and other Cofame offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. Cofame has the right, but not the obligation, to monitor the Service or Your Content. You further agree that Cofame may remove or disable any Your Content or any Data at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to the foregoing), or for no reason at all.
- Cofame will make best efforts to operate using secure, stable processes. You understand that the operation of the Service, including Your Content, may be unencrypted and involve (i) transmissions over various networks; (ii) changes to conform and adapt to technical requirements of connecting networks or devices and (iii) transmission to Cofame’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Cofame will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
- You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Cofame’s published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.
- The failure of Cofame to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and Cofame, even though it is electronic and is not physically signed by you and Cofame, and it governs your use of the Service.
- Cofame reserves the right to use your name and/or Cofame name and logo/assets as a reference for marketing or promotional purposes on Cofame’s website and in other communication with existing or potential Cofame customers.
- Subject to the terms hereof, Cofame may (but has no obligation to) provide technical support services, through email in accordance with our standard practice.
- By providing your personal information to us when you set up your Cofame Account, you grant Cofame permission to contact you at the email address associated with your account. You may follow the opt-out procedures in our marketing emails to stop receiving our marketing emails.
- Our Service is not available to persons under the age of 13. BY USING OUR SITE OR SERVICE, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE. Minors may use the Service only if a parent or legal guardian grants the minor permission and assumes the responsibilities of these Terms.
- Payment. To the extent the Service or any portion thereof is made available for any fee, you will be required to select a Subscription and/or execute an Order Form and provide Cofame information regarding your credit card or other payment instrument. You represent and warrant to Cofame that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Cofame the amount that is specified in the payment plan in accordance with the Subscription or Order Form and this TOS. You hereby authorize Cofame to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Cofame know within thirty (30) days after the date that Cofame invoices you. We reserve the right to change Cofame’s prices. If Cofame does change prices, Cofame will provide notice of the change on the Site or in email to you, at Cofame’s option, at least 14 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. Cofame may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Cofame thirty (30) days after the mailing date of the invoice, or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Cofame’s net income.
- Content Integrity. The Service and/or Your Data may contain content from or links to third-party websites or resources. Cofame does not endorse and is not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or resources. Any reliance you place on such information is strictly at your own risk. The Services may also include content provided by third parties, including materials provided by directories, social networks, and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all content and responses to questions and other content, other than the content provided by Cofame, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Cofame.
- Intellectual Property. The Service contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Cofame (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
- If you violate any part of this Agreement, your permission to access and/or use the Content and the Website automatically terminates.
- The trademarks, service marks, and logos of Cofame (“Cofame Trademarks”) used and displayed on the Website are registered and unregistered trademarks or service marks of Cofame. Other company, product, and service names located on the Website may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Cofame Trademarks, the “Trademarks”). Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Cofame Trademarks inures to our benefit.
- Elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
- External Sites and Services. The Service may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
- Copyright. Cofame will respond to notices of alleged copyright infringement that comply with applicable law.
If you believe any materials accessible on or from the Service infringe your copyright,
you may request removal of those materials (or access to them) from the Service by submitting
written notification to our Copyright Agent (designated below). In accordance
with the Online Copyright Infringement Liability Limitation Act of the Digital
Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice
(the “DMCA Notice”) must include substantially the following:
a) your physical or electronic signature, b) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Service, a representative list of such works c) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material d) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address) e) statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law f) statement that the information in the written notice is accurate g) statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
You may contact us at: firstname.lastname@example.org or contact us by mail at:
REGISTERED COPYRIGHT AGENT:
Cofame, Inc 336 Portage Avenue, Palo Alto, CA 94306.
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Service is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
- Representations and Warranties. You represent and warrant to Cofame that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Cofame to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and Cofame’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.
- Termination. You have the right to terminate your account at any time via self-service on Cofame.com OR by sending a cancellation request to email@example.com. Subject to earlier termination as provided below, Cofame may terminate your Account and this TOS at any time by providing seven (7) days prior notice to the administrative email address associated with your Account. In addition to any other remedies we may have, Cofame may also terminate this TOS upon fourteen (14) days’ notice (or seven (7) days in the case of nonpayment), if you breach any of the terms or conditions of this TOS. Cofame reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). All of Your Content on the Service (if any) may be permanently deleted by Cofame upon any termination of your account in its sole discretion. However, all accrued rights to payment and the terms of Sections 4 through 25 shall survive termination of this TOS. Subscriptions will automatically renew at the end of the billing period and/or follow the specifics set forth in Order Form.
- DISCLAIMER OF WARRANTIES. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Cofame or by third-party providers, or because of other causes beyond our reasonable control. HOWEVER, THE SERVICE, INCLUDING THE SITE, SERVICE AND ANY DATA PROVIDED IN CONNECTION THEREWITH, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND COFAME EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT COFAME DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE DATA OR RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM COFAME OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS. YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICE IS AT YOUR SOLE RISK.
- FURTHER, YOU EXPRESSLY DISCLAIMS ANY WARRANTIES REGARDING THE RELIABILITY, TIMELINESS, AVAILABILITY AND/OR PERFORMANCE OF ANY THIRD PARTY SERVICES. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD, INSTALL AND/OR USE ANY THIRD PARTY SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD, INSTALLATION OR USE OF ANY THIRD PARTY SERVICES.
- COFAME, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SERVICE WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
- COFAME, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SERVICE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR DEVICE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH SERVICES, MATERIAL OR DATA.
- LIMITATION OF LIABILITY AND DAMAGES.
- UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL COFAME, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST CONTENT OR DATA, LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE to YOUR CLAIM or, IF NO FEES APPLY, one hundred ($100) U.S.
- Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, COFAME’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
- IN NO EVENT WILL COFAME OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PROVIDERS, PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE COFAME SERVICE OR YOUR INTERACTION WITH OTHER COFAME USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU FOR THE COFAME SERVICE DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
- Indemnification. You agree to indemnify and hold Cofame, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of any of your Content, or your other access, contribution to, use or misuse of the Service, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein and any claim or demand from a third party that your use of the Service or the use of the Service by any person using your Account violates any applicable law or regulation, or the rights of any third party. Cofame will use commercially reasonable efforts to notify you of any such claim, suit or demand upon becoming aware of it. Cofame reserves the right, at your expense, to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Cofame’s defense of such matter.
- ARBITRATION AGREEMENT.
- f you reside in the United States, subject to the Exceptions to Arbitration set forth below, you and Cofame each agree that any and all disputes between consumer users of Cofame and Cofame arising under or related in any way to this TOS and such users’ use of Cofame must be resolved through binding arbitration as described in this section. With the exception of the prohibition on class arbitrations set forth in this "Dispute Resolution" section, if an arbitrator or court decides that any part of this TOS to arbitrate is unenforceable, the other parts of this TOS to Arbitrate will still apply.
- Exceptions to Arbitration. This TOS to Arbitrate will not apply to the following: (i) small claims court cases that qualify; (ii) legal proceedings that involve efforts to obtain user-identifying information; (iii) any legal proceedings brought against any of the Cofame Group by companies or other legal entities; and (iv) a party’s right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. If, for some reason, the prohibition on class arbitrations set forth in this Dispute Resolution section cannot be enforced, then the entirety of this TOS to Arbitrate will not apply. Where this TOS to Arbitrate does not apply, the remainder of this TOS and the Dispute Resolution section will continue to apply.
- nformal Dispute Resolution. If either of us intends to seek arbitration under the TOS, the party seeking arbitration must first notify the other party of the dispute in writing at least 30 days in advance of initiating arbitration. Notice to Cofame should be sent to 336 Portage Avenue, Palo Alto, CA94306. If you are a registered user on Cofame, notice to you will be sent to the email address associated with your account. The notice of dispute ("Notice") must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought.
- Arbitration Procedure. The arbitration will be governed by the Consumer Arbitration Rules of the American Arbitration Association ("AAA"), if applicable, as modified by this section. The AAA's rules and a form for initiating the proceeding are available at www.adr.org. Any settlement offer made by you or Cofame shall not be disclosed to the arbitrator. Unless otherwise required by the applicable arbitration rules, the arbitration shall be held in or around Palo Alto, California. For any claim where the total amount of the award sought is $10,000 or less, you and Cofame may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Cofame subject to the arbitrator’s discretion to require an in-person hearing. In cases where an in-person hearing is held, you or Cofame may attend by telephone, unless the arbitrator requires otherwise. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same Cofame user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
- Assignment. You may not assign this TOS without the prior written consent of Cofame, but Cofame may assign or transfer this TOS, in whole or in part, without restriction.
- Miscellaneous. If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS, together with any Order Form and/or subscription plan, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Cofame in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
- Governing Law. This TOS shall be governed by the laws of the State of California without regard to the principles of conflicts of law. Unless otherwise elected by Cofame in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California for the purpose of resolving any dispute relating to your access to or use of the Service.
- Venue. This TOS and the parties each agree that the exclusive venue for any dispute and/or arbitration between the parties arising out of these TOS or pertaining to the subject matter of these TOS will be in Northern California in or around Palo Alto, California. If any part of these TOS is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. These TOS constitute the entire agreement among the parties relating to this subject matter. Notwithstanding the foregoing, any additional terms and conditions on this site will govern the items to which they pertain.