This Terms of Use and End User Agreement (this “Agreement”) is between Cotribute LLC., a California limited liability company (“Cotribute”) and the individual accepting this agreement (“End User”). This Agreement governs access to and use of the Cotribute platform (“Platform”) and services (together, the “Services” or “Cotribute for Business”). By clicking “I Agree,” you agree to this Agreement as an End User and on behalf of your organization.

By accessing or using the Platform, 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). In order to use the platform and access the Content, you MUST (A) be 18 or older, or be 16 or older and have a parent or guardian’s consent to the Agreements and (B) have the power to enter a binding contract and not be barred from doing so under any applicable laws. If you do not agree with all of the provisions of these Terms, do not access and/or use the platform.

1. Cotribute Platform and Services

a. Services. End Users (“End Users”) may access and use the Services under this Agreement. Cotribute grants End User a non-exclusive, non-transferable, worldwide right to use the Service subject to the terms and conditions of this Agreement, the Cotribute Privacy Policy and any Client Specific Terms and Conditions (for End Users). All rights not granted are reserved by Cotribute..

b. Restrictions. End Users shall not (a) license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or provide to any third party the Service or any information, documents, products and services contained or provided to End Users in using the Service (“Content”); (b) alter or modify the Platform in any way; (c) make derivative works based upon the Service or the Content; (d) create Internet “links” to the Service or “mirror” any Content on any other server or wireless or Internet-based device; (e) reverse engineer or access the Service or Platform to build a competitive service, or build a product using similar ideas, features, functions or graphics of the Service; or upload, post, transmit, or otherwise make available to the Service any data, information, content, or other material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, involves minors, hateful, or racially, or ethnically objectionable. Licenses cannot be shared or used other than to authorized End Users.

c. Processing End User Data. Cotribute will use commercially reasonable security measures to transfer, store, and process data supplied by End Users (“End User Data”). Cotribute may transfer, store, and process End User Data outside the United States. “End User Data” includes both “Stored Data” – information submitted or posted to the Services by End Users (including text, images, photos, audio, video, location data, and all other forms of data or communication, and the metadata related thereto) and “Account Data” – account and contact information submitted to the Services by End Users.  See the Cotribute Privacy Policy for more data on these matters.

d. Modifications to the Services. Cotribute may update the Services from time to time without notice to End Users. If the update materially reduces functionality, Cotribute will inform End User in advance by email.

2. End User Obligations

a. Compliance. End User is responsible for his or her use of the Services. End Users must use the Services only as reasonably contemplated under this Agreement. End User shall submit any consents or Agreements reasonably necessary to allow Cotribute and End User to engage in the activities described in this Agreement, End User acknowledges its agreement to comply with the Cotribute End User Terms and Conditions and Privacy Policy. End User is responsible to comply with all laws and regulations applicable to their use of the Services.

b. Unauthorized Use & Access. End User will prevent unauthorized use of the Services by other persons. End User will ensure that it allows no person under 16 to use the Services. End User will ensure that it allows no person who is an EU resident to use the Services. End User shall notify Cotribute of unauthorized access to the Services.

c. Subpoenas and Similar Demands. A request from a third party for records relating to End User’s use of the Services including Content (such as search warrants, court orders, or subpoenas) shall be called a “Third Party Request. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users permitting a disclosure. End User will seek to obtain information required to respond to Third Party Requests and will contact Cotribute only if it cannot obtain such information despite diligent efforts. Cotribute will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to: (A) promptly notify End User of Cotribute’s receipt of a Third Party Request; (B) comply with End User’s commercially reasonable requests regarding its efforts to oppose a Third Party Request; and (C) provide End User with information or tools required for End User to respond to the Third Party Request (if End User is otherwise unable to obtain the information). If End User fails to promptly respond to any Third Party Request, then Cotribute may, but is not required to do so.

e. End User is responsible for any mobile charges that End User incurs for using the Services, including text-messaging and data charges.

3. Right to Stop Services

a. Violation. If an End User (i) violates this Agreement or (ii) uses the Services in a manner that Cotribute reasonably believes will cause it liability, then Cotribute may request that End User’s Employer suspend or terminate the applicable End User account. If End User’s Employer fails to promptly suspend or terminate the End User account, then Cotribute may do so. If End User’s Employer violates this Agreement or becomes delinquent in payment of fees to Cotribute, then Cotribute may suspend or terminate End User’s account and terminate right to use the Services.

b. Emergencies. If there is an Emergency, Cotribute may automatically suspend use of the Services. Cotribute will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Emergency. “Emergency” means: (i) use of the Services that do or could disrupt the Services, other End Users’ use of the Services, or the infrastructure used to provide the Services and (ii) unauthorized third-party access to the Services.

4. Intellectual Property

a. Cotribute Property. Except as otherwise indicated, the Services, Platform and Cotribute website (including text, information, software, graphics, images, sound, animation and any other content) are owned by Cotribute and constitute the Intellectual Property Rights of Cotribute (“Intellectual Property Rights”), which are protected by domestic and international copyright, trademark and other intellectual property laws. All such Intellectual Property Rights are © Cotribute LLC, 2023. The copyrighted materials, trademarks, service marks, written text, html or other code, images, animations, digital photographs, or other content accessible on this site, should not be reproduced, copied, distributed, posted, or used in any other way without the express written permission of Cotribute.

b. Reservation of Rights. Other than rights granted in this Agreement, this Agreement does not grant to End User any Intellectual Property Rights in the Services or Intellectual Property Rights.

c. Limited Permission. Cotribute may, at its discretion and for any purpose, use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions End Users send to Cotribute.

d. Review. Cotribute may access, review, screen, and delete your content at any time and for any reason, including if Cotribute thinks such content violates these Terms. End User alone, though, remains responsible for the content End User creates, uploads, posts, sends or stores through the Service.

e. Rights of Others. End-User may not use the Services in a manner that: (a) violates or infringes someone else’s rights of publicity, privacy, copyright, trademark, or other intellectual-property right, or (b) bullies, harasses, or intimidates, defames, spams or solicits other Users.

f. Infringement. Cotribute shall endeavor to remove from the Services any infringing material that it becomes aware of. If you believe that anything on the Services infringes a copyright that you own or control, you may file a notice with our designated agent:

Cotribute

Attn: ARVIND PAUL
155 N. Riverview Dr,
Suite #312
Anaheim, CA 92808
email: inquiry@cotribute.com

Any notice must (a) contain the physical or electronic signature of a person authorized to act on behalf of the copyright owner; (b) identify the copyrighted work claimed to have been infringed; (c) identify the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to let us locate the material; (d) provide your contact information, including your address, telephone number, and an email address; (e) provide a personal statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (f) provide a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

5. Termination

a. Term. This Agreement will remain in effect until End User’s subscription to the Services expires or 12 months from the date of subscription when term is not specified in End User's subscription to the Services, or until the Agreement is terminated for breach as described below.

b. Breach. Cotribute may terminate this Agreement and suspend the services on five days’ notice for Account’s failure to pay any fees timely. Either Cotribute or End User may terminate this Agreement if: (i) the other party is in material breach of the Agreement for a non-monetary default and fails to cure that breach within 30 days after receipt of written notice or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings not dismissed within 90 days.

c. Impact of Termination. If this Agreement terminates: (i) the rights granted by Cotribute to End User will cease immediately; and (ii) after a commercially reasonable period of time, Cotribute may delete any Stored Data relating to End User’s account. The following sections will survive expiration or termination of this Agreement: 2(c) (Subpoenas and Similar Demands), 4(Intellectual Property Rights), 5(Fees and Renewals), 6(c) (Impact of Termination), 7 (Indemnification), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Disputes), and 11 (Miscellaneous).

6. Indemnification

a. By End User. End User will indemnify, defend, and hold harmless Cotribute against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against Cotribute and its affiliates regarding: (i) End User Data; (ii) End User’s use of the Services in violation of applicable law; or (iii) End Users’ use of the Services in violation of this Agreement.

b. By Cotribute. Cotribute will indemnify, defend, and hold harmless End User against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against End User to the extent based on an allegation that Cotribute’s technology used to provide the Services to the End User infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party; provided that: (a) we are promptly notified in writing of such claim or suit, (b) we shall have the sole control of the defense and/or settlement thereof, and (c) you furnish to us, on request, all relevant information available to you and reasonable cooperation for such defense. Cotribute shall have no obligations or liability under this section arising from: (i) use of any Services in a modified form or in combination with materials not furnished by Cotribute and (ii) any content, information, or data provided by End Users, or other third parties. The obligations provided in this Section shall be the sole obligation of Cotribute and the exclusive remedy of you with respect to any infringement claims based on the Service. If we believe that you are, or may become, prohibited from continued use of the Service by reason of an actual or anticipated infringement claim then, at our option, we will use our reasonable efforts to: (1) obtain for you the right to continue to use the Service as permitted hereunder, or (2) replace or modify the Service so that it is no longer subject to such infringement claim, but performs the same functions in an equivalent manner. If the options described in clauses (1) and (2) are not reasonably available to us, we have the right not to provide any portion of the Service that is the subject matter of the infringement claim. We shall have no obligation under this Section 6 if and to the extent that the claim or suit arises from: (A) modification or customization of the Service by anyone other than us; or (B) the combination of Service with any other products or services (including the Third Party Products) not provided by us; or (C) any infringement arising from your Data.

c. General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE COTRIBUTE AND END USER’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

7. Disclaimers

SERVICES ARE PROVIDED ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER COTRIBUTE NOR ITS AFFILIATES MAKE ANY WARRANTY, EXPRESS, IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT.

8. Limitation of Liability

a. Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR INDEMNIFICATION OBLIGATIONS, COTRIBUTE WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, CONTRIBUTIONS, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

b. Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, COTRIBUTE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED $10,000.

c. Exculpation IN NO EVENT SHALL COTRIBUTE BE LIABLE FOR ANY DAMAGES RELATED TO ANY DOWNTIME REGARDLESS OF CAUSE NOR TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW FOR ANY DAMAGES END USER SUFFERS AS A RESULT OF A DATA HACK OR SIMILAR DATA BREACH

9. Mandatory Arbitration

End User and Cotribute shall resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth below. The Judicial Arbitration and Mediation Service (“JAMS”) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Irvine, California, or any other location both parties agree to in writing. However, either party may sue in the federal or state courts of Orange County, California solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights. Both End User and Cotribute consent to venue and personal jurisdiction there. End User agrees that it may only resolve disputes with Cotribute individually and will not bring a claim in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

10. Additional Terms

a. Entire Agreement. This Agreement, ALONG WITH THE Cotribute Privacy Policy and the Cotribute End User Agreement shall constitute the entire agreement between End User and Cotribute regarding the subject of this Agreement and supersede and replace any prior or contemporaneous understandings and agreements, whether written or oral, regarding the subject of this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: any Cotribute order form, this Agreement, the End User Agreement and the Privacy Policy.

b. Modification. Cotribute may revise this Agreement from time to time and the most current version will always be posted on the Cotribute website. If a revision, in Cotribute’s sole discretion, is material, Cotribute will notify End User by emailing End User. By continuing to access or use the Services after revisions become effective, End User agrees to be bound by the revised Agreement. If End User does not agree to the revised Agreement terms, End User may terminate the Services within 30 days of receiving notice of the change.

c. Governing Law. This agreement will be governed by California law.

d. Notice. Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to End User may also be sent to the account email address and are deemed given when sent. Notices to Cotribute must be sent to the then current address of Cotribute, set forth on the Cotribute website.

e. No Intended Beneficiaries. There are no intended third-party beneficiaries to this Agreement.

f. Severability. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable and the remaining provisions of the Agreement will remain in full effect.

g. Waiver. A waiver of any default is not a waiver of any subsequent default.

h. Assignment. End User may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of Cotribute. Cotribute may not assign this Agreement without providing notice to End User, except Cotribute may assign this Agreement or any rights or obligations under this Agreement to an affiliate or for a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.

i. No Agency. Cotribute and End User are independent contractors, not partners or agents.

j. Force Majeure. Except for payment obligations, neither Cotribute nor End User will be liable for inadequate performance to the extent caused by a condition beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).

k. Export Limitations. The export and re-export of End User Data via the Services may be controlled by the United States Export Administration Regulations or other applicable export restrictions or embargo. End User must not use the Services in violation of any export restriction or embargo by the United States or any other applicable jurisdiction.

l. Authority. By agreeing to this Agreement, you represent that you have the authority to enter into this Agreement.

For any questions related to the Terms of Use, please contact Cotribute at support@cotribute.com, or 800.790.8421.