This End User Agreement (this “Agreement”) is between Co.tribute LLC., a California limited liability company (“Co.tribute”) and the individual accepting this agreement (“End User”).
This Agreement governs access to and use of the Co.tribute platform (“Platform”) and services (together, the “Services” or “Co.tribute for Business”). By clicking “I Agree,” you agree to this Agreement as an End User.
1. Co.tribute Platform and Services
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; or (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. Licenses cannot be shared or used other than to authorized End Users.
c. Processing End User Data. Co.tribute will use commercially reasonable security measures to transfer, store, and process data supplied by End Users (“End User Data”). Co.tribute may transfer, store, and process End User Data outside the United States. “End User Data” includes both “Stored Data” – information submitted to the Services by End Users and “Account Data” – account and contact information submitted to the Services by End Users.
d. Modifications to the Services. Co.tribute may update the Services from time to time without notice to End Users. If the update materially reduces functionality, Co.tribute will inform End User in advance by email.
2. End User Obligations
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 13 to use the Services. End User shall notify Co.tribute 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 Co.tribute only if it cannot obtain such information despite diligent efforts. Co.tribute 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 Co.tribute’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 Co.tribute may, but is not required to do so.
3. Right to Stop Services
a. Violation. If an End User (i) violates this Agreement or (ii) uses the Services in a manner that Co.tribute reasonably believes will cause it liability, then Co.tribute may suspend or terminate the applicable End User account. If End User violates this Agreement or becomes delinquent in payment of fees to Co.tribute, then Co.tribute may suspend or terminate End User’s account and terminate right to use the Services.
b. Emergencies. If there is an Emergency, Co.tribute may automatically suspend use of the Services. Co.tribute 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.
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. Co.tribute 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 Co.tribute or post in Co.tribute’s forums with no obligation to End User.
a. Term. This Agreement will remain in effect until End User’s subscription to the Services expires, or until the Agreement is terminated for breach as described below.
b. Breach. Co.tribute may terminate this Agreement and suspend the services on five days’ notice for Account’s failure to pay any fees timely. Either Co.tribute 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 Co.tribute to End User will cease immediately; and (ii) after a commercially reasonable period of time, Co.tribute may delete any Stored Data relating to End User’s account. The following sections will survive expiration or termination of this Agreement: 2(d) (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).
a. By End User. End User will indemnify, defend, and hold harmless Co.tribute against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against Co.tribute and its affiliates regarding: (i) End User Data; (ii) End User’s use of the Services in violation of this Agreement; or (iii) End Users’ use of the Services in violation of this Agreement.
b. By Co.tribute. Co.tribute 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 Co.tribute’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. Co.tribute 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 Co.tribute and (ii) any content, information, or data provided by End Users, or other third parties.
c. Possible Infringement. If Co.tribute believes the Services infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then Co.tribute may: (i) obtain the right for End User, at Co.tribute’s expense, to continue using the Services; (ii) provide a non-infringing equivalent replacement; or (iii) modify the Services so that they no longer infringe. If Co.tribute does not believe the options described in this section are commercially reasonable, then Co.tribute may suspend or terminate End User’s use of the affected Services and refund of unused prepaid fees for the Services.
d. 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 CO.TRIBUTE AND END USER’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
SERVICES ARE PROVIDED ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER CO.TRIBUTE NOR ITS AFFILIATES MAKE ANY WARRANTY, EXPRESS, IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. WHILE CO.TRIBUTE PRESENTS PROJECTS FOR END USERS TO SUPPORT, CO.TRIBUTE DOES NOT ENDORSE, APPROVE OR OTHERWISE VOUCH FOR SUCH PROJECTS AND END USERS MUST INVESTIGATE SUCH ORGANIZATIONS AND PROJECTS ON THEIR OWN. CO.TRIBUTE MAY RECEIVE COMPENSATION FORM SUCH PROJECTS FOR PRESENTING THEM AS PART OF THE SERVICES, AND END USER UNDERSTANDS AND WAIVES THE CONFLICTS OF INTEREST THAT MIGHT BE CREATED BY DOING SO.
8. Limitation of Liability
a. Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR INDEMNIFICATION OBLIGATIONS, NEITHER END USER NOR CO.TRIBUTE AND ITS AFFILIATES, WILL 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, CO.TRIBUTE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT END USER ACTUALLY PAID TO CO.TRIBUTE DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
9. Mandatory Arbitration
End User and Co.tribute 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 Co.tribute consent to venue and personal jurisdiction there. End User agrees that it may only resolve disputes with Co.tribute 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
b. Modification. Co.tribute may revise this Agreement from time to time and the most current version will always be posted on the Co.tribute website. If a revision, in Co.tribute’s sole discretion, is material, Co.tribute 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 Co.tribute must be sent to the then current address of Co.tribute, set forth on the Co.tribute 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 Co.tribute. Co.tribute may not assign this Agreement without providing notice to End User, except Co.tribute 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. Co.tribute and End User are independent contractors, not partners or agents.
j. Force Majeure. Except for payment obligations, neither Co.tribute 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.