Terms of Service

Welcome to www.coterie.com (the “Site”) administered by Coterie Baby, Inc. (“Coterie”, “we”, “us” or “our”). PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY. THESE TERMS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND COTERIE AND STATE THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE, THE SERVICES, CONTENT, AND RESOURCES AVAILABLE OR ENABLED VIA OUR SITE (COLLECTIVELY, THE “SERVICES”). COLLECTIVELY, THE SITE, SERVICES, AND OUR CONTENT (AS DEFINED IN SECTION 2) ARE “OUR PROPERTIES”.

SECTION 17 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND COTERIE. AMONG OTHER THINGS, SECTION 17 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US MUST BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 17 (ARBITRATION AGREEMENT) ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 17 (ARBITRATION AGREEMENT) CAREFULLY.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 17 (ARBITRATION AGREEMENT)) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 17(j) (30-DAY RIGHT TO OPT OUT): (i) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (ii) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF OUR PROPERTIES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THESE TERMS.

BY ACCESSING OR USING OUR PROPERTIES IN ANY WAY (INCLUDING BY USING THE SERVICES, CHECKING A BOX OR USING ANY OTHER CONSENT PROTOCOL PRESENTED ON OUR PROPERTIES TO INDICATE YOUR ASSENT, COMPLETING THE REGISTRATION PROCESS OR CREATING A CUSTOMER ACCOUNT (“ACCOUNT”), AND/OR MAKING A PURCHASE ON OUR PROPERTIES), YOU HEREBY REPRESENT THAT (i) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND ANY FUTURE AMENDMENTS AND ADDITIONS TO THESE TERMS, AS PUBLISHED FROM TIME TO TIME AT WWW.COTERIE.COM/TERMS-OF-SERVICE OR ITS SUCCESSOR WEBSITE, (ii) YOU ARE OF LEGAL AGE IN THE JURISDICTION IN WHICH YOU RESIDE TO FORM A BINDING CONTRACT WITH COTERIE, (iii) YOU ARE NOT BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE, OR ANY OTHER APPLICABLE JURISDICTION; AND (iv) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY OR ON BEHALF OF THE ENTITY YOU NAMED AS THE USER OR CUSTOMER WHEN REGISTERING OR MAKING A PURCHASE VIA OUR PROPERTIES, AND TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE OUR PROPERTIES.

PLEASE BE AWARE THAT SECTION 1(b) (COTERIE COMMUNICATIONS) OF THESE TERMS, BELOW, CONTAINS YOUR CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL AND TEXT MESSAGE.

WE OFFER “AUTO-RENEW”, OUR PROGRAM TO RECEIVE PRODUCTS ON A RECURRING BASIS. YOUR AUTO-RENEW WILL CONTINUE AND AUTOMATICALLY RENEW UNTIL TERMINATED AS SET FORTH IN SECTION 8(l) (RECURRING AUTO-RENEW ORDERS).

Subject to Section 17(i) (Batch Arbitration), we reserve the right to change the terms and conditions contained in these Terms at any time. PLEASE REGULARLY CHECK OUR SITE TO VIEW THE THEN-CURRENT TERMS. When we make changes to these Terms, we will make a new copy of the Terms available on the Site and update the ‘Last Updated’ date at the top of the Terms. If we make any material changes, and you have registered an Account with us, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to these Terms. Any changes to the Terms will be effective immediately for new users of Our Properties and will be effective thirty (30) days after posting notice of such changes on our Site for existing users. Coterie may require you to provide consent to the updated Terms in a specified manner before we permit your further use of Our Properties. If you do not agree to any change(s), stop using Our Properties immediately. Your continued use of any of Our Properties after we make a change to the Terms as described above constitutes your acceptance of such change(s) and you are bound by them.

The information made available on or through Our Properties is provided for information purposes only and is not intended as medical, clinical, or professional advice. No information made available on or through Our Properties is a substitute for the advice of a healthcare professional, or a recommendation for any particular medical product or treatment plan. It is important that consumers rely on the advice of a healthcare professional and employ good judgment for the specific conditions of each individual and circumstance. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical, mental, psychological, or other health condition. Never disregard professional medical, psychological, or clinical advice or delay in seeking it because of something you have read on Our Properties. THE INFORMATION MADE AVAILABLE ON OUR PROPERTIES IS NOT INTENDED FOR EMERGENCY USE. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR SEEK IMMEDIATE OR OTHER APPROPRIATE EMERGENCY ATTENTION.

1. Communication.

a. Questions & Concerns. If you have questions, complaints, or claims with respect to Our Properties, please contact us at [email protected]. We will do our best to address your concerns. If you feel your concerns were not addressed completely, we invite you to let us know for further investigation.

b. Coterie Communications. By entering into these Terms or using Our Properties, you agree to receive communications from us, including via e-mail and text message. You agree that texts, calls, or prerecorded messages may be generated by an automatic telephone dialing system or other automated system for the selection or dialing of telephone number. Communications from us and our affiliated companies may include, but are not limited to: (i) operational communications concerning your Account or shipment, (ii) your participation in our Auto-Renew program (if you have one), (iii) the use of Our Properties, updates concerning new and existing features on Our Properties, (iv) communications concerning promotions run by us or our third-party partners, and (v) news concerning Coterie and industry developments, and communications with the Chatbot contained in the Services (collectively, the “Communications”). IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. The Services include the use of an AI powered software application that responds to user requests with automated replies (the “Chatbot”).

Coterie mobile messages service (the “Message Service”) allows users to receive SMS/MMS mobile messages by opting-in. Regardless of the opt-in method you use to enroll, you agree that your use of the Message Service is governed by these Terms. We do not charge for the Message Service, but you are responsible for all charges and fees associated with text messaging imposed by your wireless provider. Message and data rates may apply. By enrolling in the Message Service, you authorize us to send recurring SMS and MMS mobile messages to the telephone number you specify, and you represent that you are authorized to receive mobile messages at such number. The messages sent through the Message Service may include the Communications and may be transmitted using an automatic telephone dialing system (“ATDS”) or other automated systems for the selection or dialing of telephone numbers. Your consent to receive mobile messages via an ATDS or other automated system is not required (directly or indirectly) as a condition of purchasing any property, goods, or services. Message frequency varies. Text the keyword ‘STOP’ in response to any message you receive through the Message Service to unsubscribe from SMS messaging at any time. When you opt-out, you agree we may send you an opt-out confirmation message. For Message Service support or assistance, text ‘SUPPORT’ in response to any message you receive through the Message Service or email us at [email protected]. We may change any short code or telephone number we use to operate the Message Service at any time with notice to you. You acknowledge that any messages, including any ‘STOP’ or ‘SUPPORT’ requests, you send to a short code or telephone number we have changed may not be received and we are not responsible for honoring requests made in such messages. We and the wireless carriers supported by the Message Service are not liable for any failed, delayed or undelivered messages. If you change your mobile phone number, you shall opt-out of the Message Service first.

2. Our Properties; Products and Services. 

On Our Properties, users can browse, view, choose, and purchase from our selection of products (“Products”) and access content, including information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials (collectively, the “Content”) related to our Products, Services, and business.

The Content we Make Available (as defined below) on Our Properties (“Our Content”) is provided for informational purposes only, to assist you in selecting the appropriate Product for your needs and to learn more about our Services and business. We may, in our sole discretion, change, delete, update, modify, or otherwise alter Products and Our Content at any time without providing you notice, and, in addition, we may change the pricing, and availability of Products in our sole discretion at any time without providing you notice. 

You acknowledge that other Content made accessible on or through Our Properties includes user-generated Content and that such Content is the sole responsibility of the party from whom it originates. This means that you, and not Coterie, are entirely responsible for all Content that you upload, post, e-mail, transmit, or otherwise make available (“Make Available”) on or through Our Properties (“Your Content”), and that other users of Our Properties, and not Coterie, are similarly responsible for all Content that they Make Available on or through Our Properties. Submissions or opinions expressed on Our Properties are that of the individual expressing such submission or opinion and may not reflect our opinions.

3. Access to Our Properties; Restrictions.  

Subject to these Terms, you may access Our Properties only for the purpose of learning about Coterie, its Products and Services, and shopping for Products for personal use and not for purposes of resale, any other commercial use, or use on behalf of any third party, except as explicitly permitted by us in advance. Except as expressly permitted in this Section 3 (Access to Our Properties; Restrictions), (a) you may not reproduce, distribute, display, sell, lease, transmit, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile or otherwise exploit Our Properties or any portion thereof unless expressly permitted by us in writing; (b) you may not make any commercial use of any of the information provided on Our Properties or make any use of Our Properties for the benefit of another business unless explicitly permitted by us in advance; (c) you shall not frame or use framing techniques to enclose any trademark, logo, or other portion of Our Properties (including images, text, page layout or form); and (d) you shall not remove or destroy any copyright, trademark, service mark, or other proprietary rights notices or markings contained on or in Our Properties; and (e) you shall not use any manual or automated software, devices or other processes (including spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials). Any future release, update or other addition to Our Properties will be subject to these Terms. Coterie and its suppliers and service providers reserve all rights not expressly granted in these Terms. Any unauthorized use of Our Properties terminates the licenses granted by Coterie under these terms.

4. Registering your Account.  

a. Account Registration. To access certain features of Our Properties you must be a user who has an Account on our Site (“Registered User”). Registered Users may view their order history, shipping address, the status of purchased Products, and other information relevant to their purchases within their Accounts.

b. Google Access. In creating an Account, you may be required to provide registration information and can do so by connecting a valid account through Google, as permitted by the Services (a “Google Account”). If you access the Services through Google as part of the functionality of the Services, you may link your Account with your Google Account by allowing Coterie to access your Google Account, as is permitted under the applicable terms and conditions that govern your use of each Google Account. Unless otherwise specified in these Terms, all of Your Google Content is considered to be Your Content for all purposes of these Terms. Subject to the privacy settings that you have set in such Google Accounts, personally identifiable information that you post to your Google Accounts may be available on and through your Account on the Service. If your Google Account becomes unavailable, or Coterie’s access to such Google Account is terminated by Google, then Your Google Content will no longer be available on and through the Services. You have the ability to disable the connection between your Account and your Google Account at any time by accessing the “Settings” section of your Google Account. YOUR RELATIONSHIP WITH GOOGLE IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH GOOGLE, AND COTERIE DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY GOOGLE IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN YOUR GOOGLE ACCOUNT. Coterie makes no effort to review any of Your Google Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Coterie is not responsible for any of Your Google Content.

c.  Registration Process. You may create an Account by visiting our Site and clicking the Account icon on the top right of the screen or by visiting https://www.coterie.com/account. There, you must enter the information requested, including your email address, and click “submit”. We will send an email to the email address you listed via our third-party vendor to verify your email address and activate your Account.

d. Registration Data. In registering an Account on the Site, (i) you agree to provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and maintain and promptly update the Registration Data to keep it true, accurate, current and complete; (ii) you represent that you are at least thirteen (13) years old; of legal age to form a binding contract; and not a person barred from using Our Properties under the laws of the United States, your place of residence or any other applicable jurisdiction; (iii) you are responsible for all activities that occur under your Account or are otherwise authorized by you in connection with your Account (e.g., orders made over the phone); (iv) you agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Our Properties by minors; (v) you agree not to share your Account or password with anyone, and you agree to notify us immediately of any unauthorized use of your password or any other breach of security; and (vi) you agree not to create any Account or use Our Properties if we have previously removed you, or we previously banned you from any of Our Properties. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of Our Properties (or any portion thereof).

5. Your Conduct.  

a. Your Conduct. As a condition of your use of Our Properties, you agree not to use Our Properties for any purpose prohibited by these Terms or applicable law. Without limiting the foregoing, you shall not (and you shall not permit any third party to) take any action that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk email; (iv) involves commercial activities and/or sales without our prior written consent (e.g. contests); (v) impersonates any person or entity, including employees or representatives of Coterie; (vi) interferes with or attempts to interfere with the proper functioning of Our Properties or uses Our Properties in a way not expressly permitted under these Terms; or (vii) engages in or attempts to engage in any potentially harmful acts that are directed against Our Properties, including violating (or attempting to violate) any security features, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Our Properties, introducing viruses, worms, or similar harmful code into Our Properties, or interfering or attempting to interfere with the use of Our Properties by another use, host, or network. You also agree not to upload, distribute, or publish any content or material through Our Properties that (i) violates or infringes the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person; (ii) is libelous, threatening, defamatory, obscene, pornographic, or could give rise to any civil or criminal liability under U.S. or international law; or (iii) includes any bugs, viruses, or other harmful code or properties.

b. Investigations. We may, but are not obligated to, monitor or review Our Properties or your use thereof at any time. If we determine, in our sole discretion, that you have breached these Terms or otherwise demonstrated conduct inappropriate for Our Properties, we reserve the right to do any or all of the following:  (i) investigate your behavior, including your possible violations; (ii) refer the matter to, and cooperate with, any and all applicable legal authorities; (iii) disclose any information on Our Properties to comply with applicable laws, legal processes or governmental requests; (iv) refuse service, terminate Accounts, and/or cancel Orders at our discretion; and (v) enforce these Terms and pursue any other action that we deem appropriate.

6. Your Submissions.

Except as otherwise provided elsewhere in these Terms or on Our Properties, you agree that we have the right to use any content, materials, data, text audio, video, images, or other content that you submit or post to Our Properties and/or provide us, including without limitation, ideas, questions, reviews, comments, feedback and suggestions (collectively, “Your Submissions”). You hereby grant us the royalty-free, worldwide, perpetual, irrevocable, sublicenseable and transferable right to use, copy, distribute, display, publish, perform, derive revenue from, sell, lease, transmit, adapt, translate, modify, reverse-engineer, disassemble, or create derivative works from Your Submissions (and all portions thereof) by any means and in any form. In addition to the rights applicable to Your Submissions, when you post comments or reviews to Our Properties, you also hereby grant us the right to use the name that you submit with such review or comment, or other content in connection with such review or comment. You represent and warrant that you own or otherwise control all of the rights (including moral rights) to Your Submissions and that use of Your Submissions by us will not infringe upon or violate the rights of any third party. You agree not to use a false email address, pretend to be someone other than yourself, or mislead us or any third parties in regards to the origin of any of Your Submissions. We have the right to remove or edit any of Your Submissions for any reason. 

7. Intellectual Property.

Our Content, including all text, images, graphics, publications, audio clips, and software, and the assembly and arrangement of such items, belongs exclusively to Coterie Baby, Inc., its affiliates or licensors, and is protected by U.S. and international copyright laws.

 “Coterie” and related graphics, logos, slogans, service marks, and trade names used on or with Our Properties are the trademarks of Coterie and may not be used in connection with your, or any third-party, products or services or in metatags without our prior written consent. Other trademarks, service marks, and trade names that may appear on Our Properties are the property of their respective owners.

8. Terms of Sale.

 a. Payment Methods. When you order a Product, sign up for Auto-Renew, or send an Auto-Renew Gift from Our Properties (each, an “Order”), you may pay for your Order via credit or debit card or any other manner then available on Our Properties, including but not limited to Affirm, PayPal, Google Pay or Apple Pay (each, a “Payment Method”). Your Payment Method agreement governs your use of the designated Payment Method account, and you must refer to that agreement and not these Terms to determine your rights and liabilities. You authorize us to charge the Payment Method you have provided and agree that no additional notice or consent is required to do so. If you participate in our Auto-Renew program, your authorization at the purchase of the Initial Auto-Renew Order grants us the right to charge the applicable Payment Method for the Initial Auto-Renew Order and any subsequent Auto-Renew Orders in accordance with Section 8(l). You agree to immediately notify us of any change in your billing address or Payment Method used for payment hereunder. We reserve the right at any time to change billing methods, either immediately upon posting on Our Properties or by email delivery to you. Payments will be in US dollars unless otherwise specified on Our Properties. You represent and warrant that you will not use any Payment Method unless you have all necessary authorization to do so. By placing an Order with us and providing us with information requested during the Order process, you are representing that you are at least eighteen (18) years of age and otherwise authorized to use the selected Payment Method and make a purchase on Our Properties. We shall not be liable in the event your children or others acting with or without your permission use your credit card or other means of payment to make purchases on the Our Properties (and to the extent your minor children make any such purchases, you hereby represent and warrant that they are authorized to do so); however, you may report any unauthorized use to us, and we will use reasonable measures within our control to help prevent future unauthorized use of your Payment Method.

b. Third Party Service Providers. We use Shopify, Inc. (“Shopify”) and ReCharge, Inc. (“ReCharge”) as third party service providers for certain transaction- and payment-related services.  By placing an Order for a Product, you hereby consent and authorize us, and Shopify and ReCharge, as applicable, to share any information and payment instructions you provide with one or more third party service provider(s) to the extent required to complete your transactions, including personal, financial, credit card payment and transaction information. Additionally, Coterie may provide you with access to, or use or enable certain third party software, products, or services. As a result, you also agree to be bound by any additional terms applicable to such third party services.

c. Auto-Renew Purchases. If you sign up for our Auto-Renew program, you will be responsible for paying for the Product purchases you make as part of the program in accordance with Section 8(l) (Automatic Renewal) below. For Auto-Renew Orders (as defined in Section 8(l)), we will charge the Payment Method you designate for your Initial Auto-Renew Order at the time you place your Initial Auto-Renew Order.  For all subsequent Auto-Renew Orders, we will charge the Payment Method you have on file, on a shipment-by-shipment basis, at the time we ship the scheduled Auto-Renew Order. By selecting to participate in Auto-Renew, you authorize us to charge the Payment Method you have on file for Auto-Renew Orders in accordance with this section. If we are unable to receive payment from your Payment Method for your Initial Auto-Renew Order or any subsequent Auto-Renew Order, your Order will not ship. We will make five (5) attempts to contact you before we cancel your Order; you will not be charged for the cancelled Order.

More information about Auto-Renew can be found in Sections 8(l) through 8(n) and 9(c) below. 

d. Orders. Your Order will be deemed accepted by us upon our dispatch of the Products that you have ordered. We have no obligations with respect to any Orders that are not accepted by us.

e. Verification. Prior to or as part of the check-out process, we may verify certain items before your Order is fulfilled, including your personal and payment information.

f. Pricing Information. Pricing and shipping information, including the total amount to be charged to your Payment Method account, will be displayed during the checkout process before you submit your Order. All prices and Products, even after you submit your Order, are subject to change. For more information about Product pricing (including pricing associated with our Auto-Renew service), please visit the page for that Product on our Site.

g. Disclaimer. We reserve the right to: (i) refuse any Order you place with us; (ii) correct any errors, inaccuracies or omissions (including the price) with regard to the Products or Services offered; (iii) change or update information in connection with any Products offered; (iv) modify or cancel your Order, even after your Order has been confirmed, without notice or liability to you; and (v) limit, reject, modify, or cancel Orders, in our sole discretion, that appear to be placed by resellers or other unauthorized parties. If we modify or cancel your Order, we will attempt to notify you at the last email address you provided us.

h. Return Policy. Unfortunately, due to the nature of our Products, we cannot accept returns or exchanges. In addition, purchases made on Our Properties are generally non-refundable. If you have questions about this policy, please refer to our FAQs or contact us at [email protected].

i. Product Recall. You agree to fully cooperate with us and provide all reasonable assistance in the event that we recall any Products. If we recall Products, we will do so at our sole expense and in our sole discretion. Please notify us at the contact information in Section 1(a) (Questions & Concerns) if you suspect there is a possibility of us needing to recall Products.

j. Product Images. All photos, videos, and other images of Products on Our Properties are for illustrative purposes only. The size, color, and shape of the Product may vary from that shown on Our Properties.

k. Taxes.  The amounts paid at check-out may not include any Sales Tax that may be due in connection with any Products provided under this Agreement. If Coterie determines it has a legal obligation to collect Sales Tax from a user in connection with this Agreement, Coterie shall collect such Sales Tax in addition to the amounts required under this Agreement. If any Orders under the Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Coterie for any liability or expense Coterie may incur in connection with such Sales Taxes. Upon Coterie’s request, you will provide it with official receipts issued by the appropriate taxing authority, or such other evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

l. Recurring Auto-Renew Orders. If you sign up for Auto-Renew, your participation in Auto-Renew (and the recurring shipment of Auto-Renew Orders based on your Initial Auto-Renew Order  and your obligation to pay the charges associated with each such Order), will continue indefinitely until you affirmatively cancel Auto-Renew in accordance with this Section 8(l) (Recurring Auto-Renew Orders) or otherwise as expressly set forth in these Terms. When you sign up for Auto-Renew, you will make an initial selection of the type, size, and quantity of Products you wish to order and receive in your first delivery, which will be sent for fulfillment upon check-out (“Initial Auto-Renew Order”). Unless you terminate Auto-Renew or otherwise make changes to your selections (e.g., changes in Product type, size, or quantity to be delivered, changes in delivery schedule, or electing to pause your Account) that were associated with your Initial Auto-Renew Order via your Account, we will automatically ship to you the same Order as your Initial Auto-Renew Order at the start of every period that you selected (each, an “Auto-Renew Order”). Some of your Products in the Auto-Renew Order or offer details may change during your participation in Auto-Renew (for example, price, taxes, availability, shipping charges). If any such details change during your participation in Auto-Renew, we will provide you a notice to the email associated with your Account. If the Product is unavailable when we plan to ship your Auto-Renew Order, you authorize us to, in our discretion, fulfill your Order with a similar Product that we believe will meet your expectations, to delay the shipment of your Auto-Renew Order until such time as the Product is available, or cancel such Product from your Auto-Renew Orders. IF AT ANY TIME YOU DO NOT WISH TO CONTINUE PARTICIPATING IN AUTO-RENEW, OR IF YOU WISH TO MAKE CHANGES TO YOUR PRODUCT SELECTIONS (E.G., “SIZE UP” OR “PAUSE” YOUR PARTICIPATION IN AUTO-RENEW) OR THE FREQUENCY AT WHICH RECURRING AUTO-RENEW ORDERS ARE SHIPPED, YOU CAN (I) LOG INTO YOUR ACCOUNT AND CLICK ON “MANAGE SUBSCRIPTION” ON THE DASHBOARD PAGE, (II) TEXT ANY OF THE COMMANDS FOUND ON WWW.COTERIE.COM/SMS-COMMANDS TO +1-951-467-4913, OR (III) EMAIL [email protected]M. You may pause your participation in Auto-Renew indefinitely. When you choose to pause your participation in Auto-Renew, you will not receive any Products associated with your Auto-Renew shipments until you affirmatively reactivate your participation in Auto-Renew through the Dashboard page or by emailing [email protected]. If you cancel your participation in Auto-Renew, we will cancel all subsequent Auto-Renew Orders (other than shipments for Auto-Renew Orders that you made and have already left the distribution center at the time we receive your notice of cancellation). You will be charged for any shipment(s) of Auto-Renew Orders that you made and have left the distribution center at the time we receive your notice of cancellation.  We may, in our sole discretion, terminate your participation in Auto-Renew at any time with or without notice. If we do so, you will only be charged for Auto-Renew Orders that have been shipped to you.  Participation in the Auto Renew program is void where prohibited. Promotions. We may, from time to time, offer you discounts or other promotions associated with our Auto-Renew program. Any discounted Auto-Renew trial or other promotion that provides you with a discount on Auto-Renew will be limited in duration, for the period of time we specify in the trial or promotional offer. For promotional subscriptions, after the last day of the promotional period, unless you provide us with notice that you do not wish to continue participating in Auto-Renew, we will automatically ship to you the same Order as your Initial Auto-Renew Order at the start of every period that you selected at the time you sign up for Auto-Renew (that is, Auto-Renew Orders) until you cancel Auto-Renew or otherwise make changes in your Account in accordance with Section 8(l) (Automatic Renewal), above.  The pricing for Products in your subsequent Auto-Renew Orders will be based on Coterie’s then-current pricing for the Products in the Auto-Renew Order, unless you and we agree to different terms for your participation in Auto-Renew or unless you cancel your participation in accordance with these Terms, in which case your trial or promotional subscription will end and you will not have access to the benefits of Auto-Renew. If you are inadvertently charged for Auto-Renew, please contact us at [email protected] to have the charges reversed.

m. Auto-Renew Gifts. On Our Properties, a user may purchase a paid-in-advance participation in our Auto-Renew program for a certain period of time (“Auto-Renew Gift”) and gift the Auto-Renew Gift to an existing or potential new user (“Gift Recipient”). The user who purchases the Auto-Renew Gift (“Gift Giver”) is responsible for making the selections for the Initial Auto-Renew Order associated with the Auto-Renew Gift (i.e., the type, size, and quantity of Products to be delivered in the first scheduled shipment), the Auto-Renew Gift period during which Gift Recipient is scheduled to receive recurring shipments after the Initial Auto-Renew Order, and the address to which such Orders will be delivered.  Gift Giver shall pay for the entire Auto-Renew Gift at the time of purchase. The purchase amount for the Auto-Renew Gift is based on all charges and fees for all Auto-Renew Orders that are scheduled to be delivered during the Auto-Renew Gift period specified by Gift Giver.   Gift Giver represents, warrants, and covenants that it has all rights, consents, and permissions necessary to provide Coterie with the applicable information for Gift Recipient.

Gift Recipient is not obligated to create an Account in order to receive shipments from their Auto-Renew Gift purchased by Gift Giver. If Gift Recipient chooses not to create an Account, Gift Giver remains responsible for the Account that was created at the time of purchase of an Auto-Renew Gift. Following the shipment of the Initial Auto-Renew Order, the party responsible for the Account associated with the Auto-Renew Gift and access to the Manage Subscription section on the Dashboard page will have the flexibility to make changes to the Auto-Renew Gift (including with respect to the      size      and      scheduled delivery frequency for Auto-Renew Orders associated with the Auto-Renew Gift).

Coterie will send an Order confirmation email to Gift Recipient with details of the Auto-Renew Gift at the email address provided by Gift Giver at the time of purchase. Coterie is not responsible and assumes no liability for non-delivery of an email because of an invalid email address, spam filters or any other reason. Gift Giver is solely responsible for informing Gift Recipient of the Auto-Renew Gift if Gift Giver wishes to have the Auto-Renew Gift announced in some way other than the email from Coterie on the date of purchase.

An Auto-Renew Gift runs for the period purchased (subject to any pauses initiated by the party responsible for the Account associated with the Auto-Renew Gift) and becomes active as of the date set forth at check-out. An Auto-Renew Gift is not transferable and cannot be redeemed for cash, resold, or combined with any other offers. Neither Gift Giver nor Gift Recipient is eligible for any refund or other credits arising out of or related to any Auto-Renew Gift that is not redeemed in accordance with these Terms. An Auto-Renew Gift expires when all of the Products included in the Auto-Renew Gift package have been shipped unless Gift Recipient elects to continue participating in our Auto-Renew program after the end of the Auto-Renew Gift period, and      enters their personal payment details to be charged for the next scheduled Auto-Renew Order, in which case their shipments will continue with no interruption. Coterie will email a notice of expiration of the Auto-Renew Gift period to Gift Recipient prior to the last delivery of Products for the Auto-Renew Gift.

Gift Giver and Gift Recipient acknowledge and agree that Coterie is not liable for any Auto-Renew Gift that may be made or received in error, fraudulent misrepresentation, or gross negligence, unless and then only to the extent due to Coterie’s willful misconduct or gross negligence.

9. Term and Termination. 

a. Term. These Terms shall become effective on the date you first accessed and used any of Our Properties and will remain in full force and effect while you use Our Properties unless terminated earlier in accordance with the terms contained herein.

b. Termination by Us. We have the right to terminate these Terms or revoke any and all of your rights granted under these Terms with or without prior written notice. Upon termination of these Terms, you shall immediately cease all access to, and use of Our Properties and we shall, in addition to any other legal or equitable remedies, revoke all password(s) and Account identification issued to you and deny your access to and use of Our Properties in whole or in part. Any termination of these Terms will not affect the respective rights and obligations of the parties arising before the date of termination.

c. Termination by You. If you want to terminate your participation in our Auto-Renew program or any other Services provided by us, you may do so through your Account’s Dashboard, via SMS or by emailing [email protected]. YOUR PARTICIPATION IN AUTO-RENEW WILL CONTINUE UNLESS YOU CANCEL YOUR PARTICIPATION IN AUTO-RENEW IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN SECTION 8(l) (AUTOMATIC RENEWAL).

d. No Subsequent Registration. If we discontinue your ability to access Our Properties and/or create an Account, you shall not attempt to re-register with or access Our Properties, for example, by using a different username. In the event you violate this section , we reserve the right, in our sole discretion, to immediately take any and all of the actions set forth herein without any notice or warning to you.

10. International Use.

Our Properties can be accessed from countries other than the United States, but may contain products or references to products that are not available outside of the United States. Any such references do not imply that such products will be made available outside the United States. If you access and use Our Properties outside the United States, you are responsible for complying with your local laws and regulations.

11. Disclaimer of Warranties.

TO THE FULLEST EXTENT OF THE LAW, COTERIE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARISING FROM OR RELATED TO USE OF OUR PROPERTIES. WE DO NOT WARRANT THAT OUR PROPERTIES WILL BE UNINTERRUPTED OR ERROR-FREE, AND THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS AND INACCURACIES IN THE INFORMATION OR OTHER MATERIALS THAT ARE AVAILABLE ON OR THROUGH OUR PROPERTIES. YOU ACKNOWLEDGE AND AGREE THAT NEITHER COTERIE NOR ITS LICENSORS ARE LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD US LIABLE, FOR THE CONDUCT OF THIRD PARTIES ON OUR PROPERTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. NOTE THAT THE CHATBOT FUNCTION IS NOT INTENDED TO REPLACE THE ADVICE OR SERVICES OF A TRAINED OR OTHER QUALIFIED PROFESSIONAL. YOU ACKNOWLEDGE AND AGREE THAT ANY CONDUCT YOU ENGAGE IN AS A RESULT OF CHATBOT COMMUNICATIONS OR INFORMATION PROVIDED BY THE CHATBOT IS AT YOUR OWN RISK.  SOME JURISDICTIONS DO NOT ALLOW FOR EXCLUSION OF IMPLIED WARRANTIES, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU.

EXCEPT FOR COTERIE’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN COTERIE’S PRIVACY POLICY, COTERIE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR SUBMISSIONS OR REGISTRATION DATA) OR PERSONALIZATION SETTINGS.

12. Limitation of Liability.

TO THE FULLEST EXTENT OF THE LAW, YOU AGREE THAT COTERIE, ITS AFFILIATES, AGENTS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (“COTERIE PARTIES”) WILL NOT BE LIABLE FOR ANY PERSONAL INJURY OR FOR ANY LOSS OF PROFITS, REVENUE OR DATA, OR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR PROPERTIES OR THESE TERMS. THE CUMULATIVE LIABILITY OF THE COTERIE PARTIES TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS, OR YOUR USE OF OUR PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE GREATER OF (i) THE TOTAL AMOUNT PAID TO COTERIE BY YOU DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY OR (ii) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW FOR LIMITED LIABILITY, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU. THE FOREGOING LIMITATION OF LIABILITY WILL NOT EXTEND TO CLAIMS FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE BY USERS WHO RESIDE IN THE STATE OF NEW JERSEY OR TO CLAIMS BY NEW JERSEY RESIDENTS FOR ANY DAMAGES CAUSED BY COTERIE’S FRAUD, DECEPTION, FALSE PROMISE, MISREPRESENTATION, OMISSION OF ANY MATERIAL FACT OR INTENTIONAL OR RECKLESS MISCONDUCT.

13. Basis of the Bargain.

YOU ACKNOWLEDGE AND UNDERSTAND THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 12 AND 13 FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES HERETO, THAT THE PARTIES HAVE RELIED UPON SUCH DISCLAIMERS AND LIMITATIONS OF LIABILITY, AND THAT ABSENT SUCH DISCLAIMERS AND LIMITATIONS OF LIABILITY, THE TERMS AND CONDITIONS OF THESE TERMS WOULD BE SUBSTANTIALLY DIFFERENT.

14. Indemnification.
You agree to indemnify and hold harmless the Coterie Parties from any and all liabilities, claims, expenses and damages, including reasonable attorneys’ fees and costs, arising out of or in any way related to your breach of these Terms, your use of, or inability to use, Our Properties (including with respect to Auto-Renew Gift) or in connection with your Account or any other person’s use or access to your Account, with or without your permission. Coterie reserves the right, at our cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Coterie in asserting any available defenses. This provision does not require you to indemnify any Coterie Party for any unconscionable commercial practice by such party, or for such party’s negligence, intentional or reckless misconduct, fraud, deception, false promise, misrepresentation, or omission of any material fact in connection with Our Properties or Products. You agree that the provisions in this section will survive any termination of your Account, these Terms, or your access to Our Properties.

15. External Links.

Our Properties may contain links to sites on the Internet that are owned and operated by third parties. YOU ACKNOWLEDGE AND AGREE THAT COTERIE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD COTERIE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF ECONOMIC DAMAGES FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

16. Exclusive Venue.

To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Coterie agree that all claims and disputes arising out of or relating to these Terms will be litigated exclusively in either a small claims court of competent jurisdiction or the state or federal courts located in New York, New York.

17. Dispute Resolution. 

Arbitration Agreement. Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with Coterie and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

a.  Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Coterie agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through Our Properties or these Terms and prior versions of these Terms, including claims and disputes that arose between you and us before the effective date of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Coterie may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Coterie may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of these Terms as well as claims that may arise after the termination of these Terms.

b. Informal Dispute Resolution. There might be instances when a Dispute arises between you and Coterie. If that occurs, Coterie is committed to working with you to reach a reasonable resolution. You and Coterie agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Coterie therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Coterie that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to [email protected] or regular mail to our offices located at 188 Grand Street, 2nd Fl #1065, New York, NY 10013. The Notice must include: (i) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (ii) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (iii) a description of your Dispute.

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

c. Waiver of Jury Trial. YOU AND COTERIE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Coterie are instead electing that all Disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in Section 17(a) (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

d. Waiver of Class and Other Non-Individualized Relief. YOU AND COTERIE AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 17(i) (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 17(i) (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Coterie agree that that particular claim or request for relief (and only that particular claim or request for relief) will be severed from the arbitration and may be litigated in the state or federal courts located in the State of New York. All other Disputes will be arbitrated or litigated in small claims court. This section does not prevent you or Coterie from participating in a class-wide settlement of claims.

e. Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Coterie agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (i) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (ii) a statement of the legal claims being asserted and the factual bases of those claims; (iii) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (iv) a statement certifying completion of the Informal Dispute Resolution process as described above; and (v) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

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

Unless you and Coterie otherwise agree, or the Batch Arbitration process discussed in section 17(i) (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.

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

f. Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 17(i) (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.

g. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (i) all Disputes arising out of or relating to Section 17(d) (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 17(d) (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 17(d) (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (ii) except as expressly contemplated in Section 17(i) (Batch Arbitration), all Disputes about the payment of arbitration fees will be decided only by a court of competent jurisdiction and not by an arbitrator; (iii) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (iv) all Disputes about which version of the Arbitration Agreement applies will be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 17(i) (Batch Arbitration). The arbitrator will have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

h. Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Coterie need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

i. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Coterie agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Coterie by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA will (i) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (ii) appoint one arbitrator for each batch; and (iii) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

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

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

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

j. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 188 Grand Street, 2nd Fl #1065, New York, NY 10013, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

k. Invalidity, Expiration. Except as provided in Section 17(d) (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect. You further agree that any Dispute that you have with Coterie as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

l. Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Coterie makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Coterie at 188 Grand Street, 2nd Fl #1065, New York, NY 10013, your continued use of the Service, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Coterie will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.

18. Miscellaneous.

 a. Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Coterie’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

b. Severability/Waiver. Subject to Section 17(e), if any portion of these Terms is held invalid, void, or for any reason unenforceable, by a court of competent jurisdiction, that portion will be construed in a manner to reflect as nearly as possible the original intent of the parties, and will not affect the validity and enforceability of any other portion of the Terms. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. No term or condition may be waived unless made in writing and only by the party that is entitled to the benefits of the term or condition being waived.

c. Force Majeure. We shall not be liable for any delay or failure to perform, including failure to deliver Services, resulting from causes outside our reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, pandemics, or shortages of transportation facilities, fuel, energy, labor, or materials.

d. Notice. Where Coterie requires that you provide an email address, you are responsible for providing Coterie with your most current email address. In the event that the last email address you provided to Coterie is not valid, or for any reason is not capable of delivering to you any notices required or permitted by these Terms, Coterie’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Coterie at the following address: 188 Grand Street, 2nd Fl #1065, New York, NY 10013. Such notice will be deemed given when received by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

e. Electronic Communications. The communications between you and Coterie use electronic means, whether you visit the Our Properties or send us emails, or whether we post notices on the Our Properties or communicate with you via email. For contractual purposes, you (i) consent to receive communications from Coterie in an electronic form, and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Coterie provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your statutory rights.

f.  Notice to California Customers. Under California Civil Code Section 1789.3, customers from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

g. Entire Agreement. These Terms constitute the final complete and exclusive agreement of the parties with respect to the subject matter hereof and supersede and merge all prior discussions between the parties with respect to such subject matter.

h. Export Control. You may not use, export, import, or transfer Our Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Our Properties, and any other applicable laws. In particular, but without limitation, Our Properties may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. You also will not use Our Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that the Products, Services or technology provided by Coterie are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Coterie’s Products, Services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

19. Coterie Refer-a-Friend Program Terms & Conditions

As a Refer-a-Friend member (a “Referrer”), these Terms, including the following additional Terms & Conditions (“Referral Terms”) for Coterie’s Refer-a-Friend program (the “Program”), apply to Coterie customers that participate in the Program, including customers sharing access to rewards under the Program (a “Referrer”) and the Referrer’s eligible friends and family members receiving such access (each, a “Referred Customer”):

a.  Overview. As a Referrer, you may use the personalized link provided by Coterie (“Referral Link”) at www.coterie.com/refer (the “Program Page”) to share with a Referred Customer, an online first order discount (“Discount”) that may be used off the Referred Customer’s first purchase above the price set forth in the Program Page, minus all fees including taxes, discounts, shipping, returns, chargebacks, fraudulent payments, and/or other third-party fees on coterie.com (a “Qualified Purchase”) (each, a “Qualified Referral”). Subject to your compliance with these Terms, as the Referrer, you will earn a reward promotional code (“Reward”) identified on the Program Page against your next purchase from Our Properties for every Qualified Referral. Such Discount and Reward amounts will be equal to the amount listed on the Program Page at the time of share.

All Rewards must be redeemed by Referred Customers within one (1) year of the date of issuance. Referral Links and associated Discounts will expire one (1) year of the date such Referral Links are created.

As a Referrer, you are limited to one Qualified Purchase for each Referred Customer with whom you share a Referral Link; in other words, additional/repeat purchases made by the same Referred Customer are not counted as additional Qualified Referrals. To receive multiple Rewards, Referrer must have multiple Referred Customers each make a Qualified Purchase using Referrer’s active Referral Link.

b. Determining of Referrer. A referred individual may only use one Referral Link. If a referred individual receives Referral Links from multiple individuals, then the referred individual will be considered the Referred Customer of the Referrer associated with the Referral Link actually used by such referred individual to make a Qualified Purchase, and only such Referrer will receive the applicable Reward.

c. Taxes. Referrer and Referred Customer (each, a “Participant”), respectively, are responsible for any tax consequences that may result from redemption or use of Discounts and Rewards by such Participant.

d. Eligibility. The Program is open only to, and Participants must be, individuals who are residents of the fifty (50) United States and the District of Columbia and who are 18 years of age or older at the time of participation. Eligibility is limited to individuals only transacting in their personal capacity and for their own Account. Third-party aggregators, groups, organizations, and business entities are not eligible to participate in the Program or to earn or to use related rewards or benefits. The Program cannot be used by businesses for affiliate lead generation as determined in Coterie’s sole discretion. (Corporations are not people, my friend!)

e. Referred Customers. Referred Customer and Referrer cannot be the same person (for example, by using a different email address). Referrers cannot refer themselves or someone else in their household to earn a Reward, and purchases by Referred Customers who share Referrer’s email address, Internet Protocol address, billing address, or shipping information will not qualify for a Reward or for the use of a Discount. The use of multiple accounts, email addresses, online identities or aliases to circumvent the eligibility requirements and/or other limitations of these Referral Terms is prohibited and may result in exclusion from the Program and the cancellation of all related Referral Links, Discounts, and Rewards.

Any Referred Customer who has or has previously had an Account with Coterie (under any name, alias or account credentials) is not eligible to use the Discounts, and such Referred Customer’s purchase will not qualify for Rewards.

f. No Spam.  As a Referrer, you may not share your Referral Link, except with your personal connections, and may not post or promote your Referral Link on Coterie’s social media pages, commercial websites or blogs, or on coupon sites or other websites created to take advantage of referral traffic generated from individuals searching for coupons or other discount codes, as determined by Coterie in its sole discretion. The sharing of Referral Links outside of your warm network of personal connections is strictly prohibited. You must comply with all laws governing the transmission of email or other electronic communications. All emails and communications in connection with the Program must be created and distributed by you in a personal manner. You are prohibited from sending bulk email distributions. You agree not to create or use any script, program, bots, automatic dialers, or other automated systems to facilitate the mass distribution of your Referral Link or related communications or to post the Referral Link simultaneously to multiple websites. Any distribution of your Referral Link beyond your warm network of friends and personal acquaintances or that could constitute unsolicited commercial email or “spam” under any applicable law or regulation is expressly prohibited. You are prohibited from paying to advertise your Referral Link or paying or providing anything of value to any person to whom you direct a Referral Link or to any other third party to obtain benefits under this Program.

When sharing a Referral Link, you, as a Referrer, agree that you will always tell your Referred Customer that you will receive a reward or benefit from Coterie if Referred Customer makes a qualifying purchase using your Referral Link and obtain the express consent of Referred Customer prior to sharing any Referral Link. Referrer will comply with all applicable laws and regulations applicable to referrals and paid promotions.

Coterie reserves the right to deactivate any Referral Links distributed or shared through unauthorized channels and to revoke all related Discounts and Rewards, including without limitation if Coterie determines in its sole discretion that any Discounts or Rewards are procured in violation of these Referral Terms or in association with any Content that Coterie deems offensive or inappropriate. Without limiting the foregoing, such Content includes all forms of pornography, obscenity, indecent language and content that incites hate, is demeaning, disparages or tarnishes the goodwill, reputation, or brand image of Coterie, or incites or endorses discrimination in any form.

g. Limits on Use of Discounts and Rewards. A Referred Customer cannot combine a Discount with other discounts or promotional offers in a single transaction. A Referrer cannot combine a Reward with other Rewards or with other discount and promotional offers in a single transaction. A Discount can only be used for a Referred Customer’s first order from Our Properties. Discounts and Rewards can only be redeemed for Orders placed on Our Properties. Discounts and Rewards are promotional in nature and cannot in any circumstances be redeemed or exchanged for gift cards, cash or any cash equivalent, except to the extent required by law. Rewards are not transferable. Discounts may be deactivated at any time and are not transferrable (except in accordance with these Referral Terms). Rewards will not be issued, or will be revoked, for any Qualified Purchases that are cancelled in full regardless of the reasoning. Rewards and Discounts are exhausted by their first use. Rewards and Discounts will not be replaced or reinstated if applied in a transaction that is later canceled for any reason or in the event of a return. Rewards and Discounts have no value outside of this promotional offer.

h.  Reservation of Rights. Coterie reserves the right to suspend or terminate a Participant’s ability to participate in the Program at any time and for any reason. For example, Coterie reserve the right to review and investigate all referral activities, and to suspend Accounts, modify referrals, or remove or terminate the ability to use Discounts or Rewards in Coterie’s sole discretion if Coterie notices any activity that it believes is abusive, fraudulent, in violation of these Terms or otherwise as Coterie deems fair and appropriate. Coterie also reserves the right to deactivate Referral Links and Discounts or change the Rewards and any other promotional credits associated with the Program at any time for any reason. The scope, variety, and type of services and products that a Participant may obtain by redeeming Discounts and Rewards can change at any time.

i.  Right to Cancel Program or Change Terms. To the extent permitted by applicable law, Coterie reserves the right to modify or cancel the Program or to change these Referral Terms at any time in its sole discretion, with or without notice, even though such changes may affect the value of Discounts or Rewards or your ability to obtain Rewards. If Coterie modifies these Referral Terms, Coterie will post the modified Referral Terms on Our Properties, which are effective immediately upon posting. As a Participant, you waive any right you may have to receive specific notice of such changes or modifications. Continued participation in the Program after any modification will constitute consent to such modification. If Coterie terminates the Program, all Referral Links and Discounts will be deactivated. A Participant may not accumulate Rewards after the termination of the Program.

j.  Questions. If for any reason Participant believes that there is an issue regarding a Referral Link, Discount, or Reward, please contact Coterie at [email protected]. Coterie may require Participant to submit additional information in order to make a determination regarding any Discount or Reward. All decisions regarding the Discount and Rewards by Coterie will be final and at Coterie’s sole discretion.