Effective Date: November 9th, 2018
Welcome to the coterie.com website 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 COTERIE.COM WEBSITE (THE “SITE”), THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA OUR SITE (THE “SERVICES”); AND ALL CONTENT, INCLUDING, DESIGNS, GRAPHICS, TEXT, PHOTOGRAPHS, ILLUSTRATIONS, ICONS, MULTIMEDIA, AND OTHER MATERIAL THAT YOU SEE OR READ, AND ALL RELATED CODE (COLLECTIVELY, “OUR CONTENT”). COLLECTIVELY THE SITE, SERVICES, AND OUR CONTENT ARE “OUR PROPERTIES.”
PLEASE BE AWARE THAT SECTION 18 OF THESE TERMS, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THESE TERMS. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT THAT WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR A CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
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, and/or making a purchase on Our Properties, you hereby represent that (1) 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/termsofservice, (2) you are of legal age in the jurisdiction in which you reside to form a binding contract with Coterie, and (3) you have the authority to enter into these Terms personally or on behalf of the company you named as the user or customer when registering or making a purchase via Our Properties, and to bind that company to these Terms If you do not agree to be bound by these Terms, you may not access or use Our Properties.
Subject to Section 18(i), 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, 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. 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 further use of Our Properties. If you do not agree to any change(s), you shall stop using Our Properties. Otherwise, your continued use of any of Our Properties constitutes your acceptance of such change(s).
1.Questions & Concerns. If you have questions, complaints, or claims with respect to Our Properties, please contact us at the physical address or email address below. 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. Coterie Baby, Inc.
2. Our Properties; Products and Services. Our Properties allow users to browse, view, choose, and purchase various products (“Products”) on Our Properties. We provide Our Content to complement our Products, and all of Our Content is provided for informational purposes only. Submissions or opinions expressed on Our Properties are that of the individual expressing such submission or opinion and may not reflect our opinions. 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.
3. Access to Our Properties; Restrictions. Subject to these Terms, we hereby grant you a limited, revocable, non-transferable and non-exclusive license to access and use Our Properties by displaying Our Properties on your internet browser only for the purpose of shopping for Products for personal use that are sold through Our Properties and not for purposes of resale or 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: (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 of Our Properties, including any trademark or logo, (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 shall be subject to these Terms. Coterie and its suppliers and service providers reserve all rights not granted in these Terms. Any unauthorized use of Our Properties terminates the licenses granted by Coterie under these terms.
4. Registering your Account. To access certain features of Our Properties you must be a user who has a registered customer account (“Account”) on our Site (“Registered User”). Registered Users may view their order history, shipping address, status of purchased Products, and other information relevant to their purchases within their Accounts. Unless expressly agreed to by us in writing elsewhere, we have no obligation to store any information that is available on your Account or elsewhere on Our Properties.
a. Registration Process. You may create an Account by visiting our Site and clicking the “sign in” button or by visiting www.coterie.com/sign-in/new-user. There, you must enter the information requested, such as your first and last name, email address and password. Once you enter the requested information 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. Upon activation of your Account, we will send you another email via our third-party vendor to confirm the creation of your Account.
b. 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; (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; (vi) you agree not to create an Account using a false identity or information, or on behalf of someone other than yourself; (vii) 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: (a) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (b) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (c) constitutes unauthorized or unsolicited advertising, junk or bulk email; (d) involves commercial activities and/or sales without our prior written consent (e.g. contests); (d) impersonates any person or entity, including employees or representatives of Coterie; (e) 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 (f) 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 (x) violates or infringes the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person; (y) is libelous, threatening, defamatory, obscene, pornographic, or could give rise to any civil or criminal liability under U.S. or international law; or (z) 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, Perfect Start, and other logos, slogans, trade names or words are registered trademarks, trademarks or service marks of Coterie Baby, Inc., or its affiliates (“Coterie Marks”). The use of any of the Coterie Marks in connection with any third-party products or services or in metatags without our prior written consent is strictly prohibited. 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 or pre-order a Product from Our Properties (“Order”), you must provide us with information from your valid credit card (Visa, MasterCard, or any other issuer accepted by us), PayPal account or Apple Pay account. (“Payment Provider” and “Payment Provider Account”). You agree to pay all charges listed in the checkout process when you submit an Order in accordance with the fees, charges, and billing terms in effect at the time the charge is due and payable. Your Payment Provider agreement governs your use of the designated Payment Provider Account, and you must refer to that agreement and not these Terms to determine your rights and liabilities. By providing us with your Payment Provider Account, you agree that we are authorized to immediately charge your Payment Provider Account for all charges due and payable to us in connection with your Account and that no additional notice or consent is required. You agree to immediately notify us of any change in your billing address or Payment Provider Account 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. Payment value will be in US dollars unless otherwise specified on Our Properties.
b. Orders. By submitting an Order for a Product with us you: (i) agree to purchase that Product, (ii) represent that you are an authorized user of the Payment Provider Account provided, and (iii) represent that you are of legal age to use the Payment Provider Account provided.
c. Verification. When you submit your Order, we may verify certain items before your Order if fulfilled, including your personal information, payment information, and creditworthiness.
d. Pricing Information. Pricing and shipping information, including the total amount to be charged to your Payment Provider 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, please visit the page for that Product on our Site.
e. Payment Disputes. You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Email the following address for all billing disputes: email@example.com.
f. 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.
g. Returns. Our trusted third-party vendor manages our returns. To start a return and for more information on our return policies please visit: www.coterie.com/faq. All purchases are subject to our Return Policy.
h. Limited Warranty. For information about our limited warranty, please visit our FAQ Page at www.coterie.com/faq. If you have questions about our limited warranty please contact us at the contact information in Section 1 (Questions & Concerns).
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 (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. Our charges may be net of any applicable Sales Tax (as defined below). Please refer to your purchase receipt to determine whether your purchase includes the applicable Sales Tax. If any Products, or payments for any Products, under these Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Coterie, 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 us for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this Section 8(k), “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that we are permitted to pass to our customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
9. Gift Cards. The following terms under the “Gift Cards” heading relate to you as the purchaser or user of gift cards from Our Properties (“Gift Cards”). IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT PURCHASE GIFT CARDS THROUGH OUR PROPERTIES.
a. Purchasing and Redemption. By purchasing Gift Cards on Our Properties, you certify and represent to Coterie that the activities in connection with which the Gift Cards will be used will comply with these Terms and all applicable laws, rules, and regulations, and that the Gift Cards will not be used in any manner that is misleading, deceptive, unfair, or otherwise harmful to consumers or Coterie, including its investors, officers, employees, agents, servants, assignees, subsidiaries, or any other Coterie-related entity. An account is not required in order to purchase a Gift Card. If the Gift Card is purchased for an individual other than you, the recipient of the Gift Card shall be notified via email at the email address you provide during the purchase. In the event the recipient does not have an account at the time of receiving the email, they will be prompted to create an account in order to redeem the Gift Card. An account is required in order to redeem a Gift Card.
b. Use and Limitations. Gift Cards cannot be used to purchase other gift cards. To the fullest extent of the law, Gift Cards cannot be reloaded, resold, transferred for value, redeemed for cash, or applied to any other account. Unused Gift Card balances in an account may not be transferred. Unless otherwise required by law, Gift Cards are not returnable or refundable for cash. If applicable law permits the card-holder cash-out a Gift Card, such request may be made to support@Coterie.com. To the fullest extent of the law, Gift Cards may not be sold or bartered to third parties. Gift Cards may be used as personal or business gifts, but may not be used in connection with any marketing, advertising, or other promotional activities (including without limitation via Sites, Internet advertisements, email, telemarketing, direct mail, newspaper and magazine advertisements, and radio and television broadcasts) unless you obtain Coterie’s prior written approval. Use of Coterie’s name, logo, trade dress (including any image/likeness of the Gift Cards) or trademarks (or those of any of its subsidiaries or affiliates) in connection with the purchase or use of Coterie Gift Cards is strictly prohibited. Furthermore, the use of Coterie Gift Cards in any manner that states or implies that any person, website, business, product, or service is endorsed or sponsored by, or otherwise affiliated with, Coterie, or any of its subsidiaries or affiliates is prohibited.
c. Risk of Loss. If your Gift Card is lost or stolen, immediately contact customer service at firstname.lastname@example.org. Your Gift Card will be cancelled and after an internal investigation, we will issue a new Gift Card with the remaining balance, if any. Lost or stolen Gift Cards cannot be replaced without the original confirmation email sent to the email account provided to Coterie. Coterie and its affiliates shall have no liability to you for: lost or stolen Gift Cards; or use of any Gift Cards by third parties through your account that is not attributable to the negligence or misconduct of Coterie. You are responsible for keeping the username and password for your account safe and for any activity conducted under your account that is not attributable to the negligence or misconduct of Coterie. Notwithstanding the above, the risk of loss and title for Gift Cards pass to the purchaser upon our electronic transmission to the purchaser, recipient, or delivery to the carrier, whichever is first and/or applicable. The Gift Cards never expire, nor is there a dormancy fee, but we are not responsible if a Gift Card is lost, stolen, destroyed, or used without your permission for reasons not attributable to the negligence or intentional or reckless misconduct of Coterie.
d. Issuer. Gift Cards are issued by Coterie Baby, Inc., a Delaware corporation.
10. 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. 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. No Subsequent Registration. If we discontinue your ability to access Our Properties and/or create an account, you agree that 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 10(c), 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.
11. 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.
12. 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. THE FOREGOING DISCLAIMERS DO NOT EXTEND TO THE PRODUCTS SOLD ON THE SITE, WHICH ARE SUBJECT TO A SEPARATE LIMITED WARRANTY AND RETURN POLICY. FOR MORE INFORMATION ABOUT THE LIMITED WARRANTY AND RETURN POLICY, SEE FAQ Page at www.coterie.com/faq. SOME JURISDICTIONS DO NOT ALLOW FOR EXCLUSION OF IMPLIED WARRANTIES, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU.
13. 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 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 COTERIE 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 (A) THE TOTAL AMOUNT PAID TO COTERIE BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY OR (B) 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 SHALL 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, OMMISSION OF ANY MATERIAL FACT OR INTENTIONAL OR RECKLESS MISCONDUCT.
14. 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.
15. Indemnification. You agree to indemnify and hold harmless Coterie, its affiliates, and their respective officers, directors, employees, and agents (the “Indemnified 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 Terns, your use of Our Properties 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 Indemnified 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.
16. External Links. Our Properties may contain links to sites on the Internet that are owned and operated by third parties. You acknowledge that we are not responsible for the operation of or content located on or through any such site.
17. 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.
18. Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Coterie and limits the manner in which you can seek relief from us.
a. Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of Our Properties, to any Products sold or distributed through the Site, Coterie’s consumer marketing or advertising practices, or to any aspect of your consumer relationship with Coterie, will be resolved by binding arbitration, rather than in court, except that (i) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; 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). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Arbitration Agreement or any prior version of this Arbitration Agreement.
IF YOU AGREE TO ARBITRATION WITH COTERIE, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST COTERIE ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST COTERIE IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THESE TERMS, INCLUDING THIS ARBITRATION AGREEMENT.
b. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim and the relief sought to our registered agent at United Corporate Services, Inc. 874 Walker Road, Suite C, Dover, Delaware 19904. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rulesstreamlined-arbitration/ all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Coterie will pay them for you. In addition, Coterie will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Coterie will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
c. Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Coterie. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall 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 arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
d. 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 claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 18(a), above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Arbitration Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
e. Waiver of Class or Consolidated Actions. YOU AND COTERIE AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this Section 18(e) is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a State or Federal court in the State of New York.
f. 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 the following address: Coterie Baby, Inc., 45 Bond St., 3rd Floor, New York, NY 10012, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Coterie username (if any), the email address you used to set up your Coterie 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.
g. Severability. Subject to Section 18(e), 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 shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
h. Survival. This Arbitration Agreement will survive the termination of your relationship with Coterie.
i. Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Coterie makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Coterie.
19. Third Party Services. From time to time, Coterie may provide you with access to, or use or enable certain third party software, products or services (collectively, “Third Party Services”). As a result, you also agree to be bound by any additional terms applicable to the Third Party Services.
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 18(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 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.
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: 45 Bond St., 3rd Floor, New York, NY 10012. Such notice shall be deemed given when received by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the address listed in Section 1 (Questions and Concerns).
e. Electronic Communications. The communications between you and Coterie use electronic means, whether you visit the Site or send us emails, or whether we post notices on the Site 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.