TERMS OF SERVICE FOR COOLPO AUDIO
Acceptance of the Terms of Service
Changes to the Terms of Service
We may revise and update these Terms of Service from time to time at our sole discretion. All changes are effective immediately when we post them. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction and Binding Arbitration/Class Action Waiver will not apply to any disputes for which the parties have actual notice prior to the date the change is posted on our Site at coolpo.io.Your continued use of Coolpo Audio following the posting of the revised Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to time, so you are aware of any changes, as they are binding on you. We may send you a courtesy email if we have an email address on file for you notifying you of changes to the Terms of Service.
We may from time to time in our sole discretion develop and provide application updates for Coolpo Audio and/or otherwise make changes to all or parts of Coolpo Audio and/or the Site, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain content, features, and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular content, features, or functionality. You also agree that we don’t guarantee that we will support the version of the system for which you licensed Coolpo Audio. Updates may not be compatible with software or services provided by third parties. Based on your Device settings, when your Device is connected to the internet either: (a) Coolpo Audio will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates.We may or may not backup any or all content, features, functionalities, services, or aspects of Coolpo Audio, including your settings; however, we take no responsibility for any such material that is lost, damaged, or deleted, and you hereby acknowledge and agree that we are in no way liable for any damage that this action or omission may cause you.Further, we reserve the right to modify the content, features, functionality, status, settings, condition, and/or other features of Coolpo Audio for a user at any time, for any period, in our sole discretion, with or without reason or cause, and without notice.You shall promptly download and install all Updates and acknowledge and agree that Coolpo Audio or portions thereof may not properly operate or may not operate at all should you fail to do so. You further agree that all Updates will be deemed part of Coolpo Audio and be subject to all terms and conditions of these Terms and you acknowledge and agree that you have read and accepted any updated terms and conditions that may accompany such Updates. Failure to comply with this Section may result in termination of your license to use Coolpo Audio and/or the Site.From time to time, we may decide to discontinue support for certain older versions of Coolpo Audio. We will provide you with reasonable notice before such discontinuation takes effect, and we encourage you to update to the latest version of Coolpo Audio. In the event of version deprecation, we may stop providing maintenance, updates, and technical support for the deprecated version, and we will not be responsible for any issues that may arise from your continued use of such a deprecated version. By continuing to use the deprecated version after the notice period, you acknowledge and accept the risks associated with the use of an unsupported version of Coolpo Audio.
Integrating with Third Parties
Accessing Coolpo Audio and Account Security
Intellectual Property Rights
Coolpo Audio, the Site, and its entire contents, features, functionality, and services (including but not limited to any and all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof, user accounts, Accounts, titles, computer code, themes, objects, avatars, avatar names, stories, dialogue, catchphrases, locations, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, methods of operation, moral rights, any related documentation, “applets” incorporated into Coolpo Audio and/or the Site, and the client and server software, are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.You agree that you have no rights or title in or to any content that appears in Coolpo Audio and/or the Site, including any virtual goods or currency appearing or originating in Coolpo Audio and any other attributes associated with your access and use of Coolpo Audio or stored on Coolpo Audio’s server. As provided above, all such content, features, and functionality shall be owned by the Company, its licensors, or other providers of such material.To the extent you send or transmit any communications, comments, questions, suggestions, or related materials to Coolpo Audio, whether by letter, e-mail, telephone, or otherwise, whether originating from you, your End User, or Authorized User, suggesting or recommending changes to Coolpo Audio including, without limitation, new features or functionality relating thereto (“Feedback”), you hereby fully and exclusively assign to us any such Feedback upon creation. For any rights to such Feedback that cannot be assigned, you hereby grant us a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully transferable, worldwide license (with rights to sublicense through multiple tiers of sublicensing) under your and your licensors’ intellectual property rights to reproduce, prepare derivative works of, distribute, perform, display, and otherwise fully use, practice and exploit such Feedback for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You agree and understand that Coolpo Audio is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on Coolpo Audio, except as follows: (i) your Device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; (ii) you may store files that are automatically cached by your Device for display enhancement purposes. For the avoidance of doubt, the limitations in this paragraph do not pertain to the content created using certain features of Coolpo Audio, if Coolpo Audio makes available such features to you (“Your Content”).You must not: (i) modify copies of any materials from Coolpo Audio; (ii) use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of Coolpo Audio in breach of the Terms of Service, your right to use Coolpo Audio may be ceased immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to Coolpo Audio or any content on Coolpo Audio is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of Coolpo Audio not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.
TrademarksThe Company name, the names and application icons of Coolpo Audio, the Company, and the Coolpo Audio logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use any of the foregoing without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on Coolpo Audio are the trademarks of their respective owners.Your ContentYour Content. As between you and us, you retain any copyright and other proprietary rights that you may hold in Your Content, including meeting transcripts and summaries. We may store Your Content only in connection with providing services to you – we do not monitor, sell, or use such data for any purpose and we do not control how Your Content is processed. Only if you opt to get summaries of your meeting transcripts will we share your meeting transcripts with a third-party service provider in order to provide AI-generated meeting summaries to you, in which case your use of the meeting notes feature will also be subject to such third-party terms. The list of our current third-party service providers is available here. By using the services, you are giving Coolpo Audio your consent to store and process Your Content.License Grant to other users. By providing Your Content through Coolpo Audio to other users of Coolpo Audio services, you grant those users a non-exclusive license to access, use, and distribute Your Content as permitted by these Terms and the functionality of the services.Access to Your Content. Coolpo Audio may permit you to share some of Your Content with other users of the services, share Your Content outside of the services, or even make some of Your Content public for anyone to view. You acknowledge and agree that, although Coolpo Audio may provide certain features intended to allow you to restrict access to some of Your Content you create from others, you, and not Coolpo Audio, are ultimately responsible for making Your Content secure and accessible to your intended audience. Coolpo Audio cannot guarantee that such part of Your Content will never be accessible by others. To the fullest extent permitted by law, Coolpo Audio is not responsible for the use of any of Your Content by users or non-users of the Coolpo Audio services or any third parties.Your Content Representations and Warranties. Coolpo Audio assumes no liability for Your Content and it is your sole responsibility for any consequences arising from sharing Your Content through the services. By sharing Your Content through or outside of the services, you represent and warrant that: (a) you are the creator and owner of Your Content, or have the necessary licenses, rights, consents, and permissions to authorize Coolpo Audio and users of the Coolpo Audio services to use and distribute Your Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Coolpo Audio, the services, and these Terms; (b) Your Content, and its use as set out in these Terms, will not (i) infringe, violate, or misappropriate any third-party rights, including any intellectual property or proprietary right, such as copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other right; (ii) slander, defame, libel, or invade any other person’s privacy, publicity or other property rights, or (iii) cause Coolpo Audio to violate any law or regulation; and (c) Your Content cannot be deemed by a reasonable person to be profane, indecent, harassing, threatening, hateful, or otherwise inappropriate.
Your Obligations and Prohibited Uses
You may use Coolpo Audio and the Site only for lawful purposes and in accordance with these Terms of Service. You agree, represent, and warrant that you have obtained all necessary licenses, permissions, consents, and agreements necessary for the lawful use of Coolpo Audio. Without limiting the foregoing, if you use the meeting notes feature of Coolpo Audio, you agree, represent, and warrant that (i) you have obtained the consent of your End Users and any third party that may take part in, or be heard through, the calls; and (ii) to the extent you would like to store, share, distribute, or otherwise make available the generated transcripts and summaries thereof to others, you have obtained the consent of your End Users and any third party that may take part in, or be heard through the calls. In the event that you are unable to obtain the consent above, you should not use Coolpo Audio’s meeting notes feature.You agree not to use Coolpo Audio or the Site:In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries) or to circumvent any law, regulation, or investigation;For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;To send, knowingly receive, upload, download, use, or re-use any material which does not comply with these Terms of Service;To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation;To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing); orTo engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Coolpo Audio or the Site, or which, as determined by us, may harm the Company or users of Coolpo Audio or the Site or expose them to liability.Additionally, you agree not to:Use Coolpo Audio in any manner that could disable, overburden, damage, or impair Coolpo Audio or interfere with any other party’s use of Coolpo Audio, including their ability to engage in real-time activities through Coolpo Audio;Use any robot, spider, or other automatic device, process, or means to access Coolpo Audio for any purpose, including monitoring or copying any of the material on Coolpo Audio;Use any manual process to monitor or copy any of the material on Coolpo Audio or for any other unauthorized purpose without our prior written consent;Use any device, software, or routine that interferes with the proper working of Coolpo Audio;Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of Coolpo Audio, the server on which Coolpo Audio is stored, or any server, computer, Device, or database connected to Coolpo Audio;Attack Coolpo Audio via a denial-of-service attack or a distributed denial-of-service attack;Otherwise, attempt to interfere with the proper working of Coolpo Audio.Use Coolpo Audio’s meeting notes feature to transcribe any part of a call or telephonic session without first obtaining the consent of all participants, which shall be solely your responsibility; orShare, distribute, or otherwise make available a generated transcript or a summary of any part of a call or telephonic session without first obtaining the consent of all participants, which shall be solely your responsibility.
Reliance on Information Posted
The information presented on or through Coolpo Audio and/or the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor of Coolpo Audio and/or the Site, or by anyone who may be informed of any of its contents.
Third-Party Materials and Links
Coolpo Audio and/or the Site may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials provided by other users and third parties) or provide links (each, a “Link”) to third-party websites, sites, resources, or services, as well as links to websites or applications (collectively, including Links, the “Third-Party Materials”). You acknowledge and agree that the Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. All statements and/or opinions expressed in Third-Party Materials, other than the content provided by the Company, are solely the responsibility of the person or entity providing the same. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. We have no control over the contents of Third-Party Materials and Links, sites, or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the Third-Party Materials and Links linked to Coolpo Audio and/or the Site, you do so entirely at your own risk and subject to the terms and conditions of use for such Third-Party Materials and Links. Third-Party Materials, Links, and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions and privacy policies.
Purchases and Payments
Coolpo Audio will be provided according to the subscription plan level you select. For an enterprise license, you may contact Company separately. You may opt to upgrade or downgrade to any other plan level that the Company offers at any time during the period of your plan; provided that a downgrade will not be effective until the next renewal date.Additional in-app purchases, when and if available, within Coolpo Audio will be added to your subscription, and you will be charged a fee and any applicable tax. You understand and agree that your Authorized Users may conduct activities, such as inviting a new user to join your subscription, which may result in additional fees to you. If you would like to limit the ability of your Authorized Users to invite a new user, you can disable this ability from the settings section of your Coolpo Audio app. You agree to pay the Company or the Company’s authorized reseller, as applicable, all fees. Fees will be billed by our authorized resellers or our third-party payment provider to the credit card or other payment account you provide in accordance with the billing terms in effect at the time a fee or charge is due and payable. Unless you have purchased Coolpo Audio through an authorized reseller You acknowledge and agree that the Company or its third-party payment provider will automatically charge your credit card or other payment account on record with the Company in connection with your use of Coolpo Audio: in advance of each subscription term and at the time of purchase for any additional in-app purchases, when and if available, you make during the subscription term. Enterprise billing will be as agreed upon in writing by you and Coolpo Audio or the Company’s authorized reseller, as applicable. Subscriptions will automatically renew for the same term as the initial term, as set forth in the Term; Cancellation and Refund Section below. You represent and warrant to the Company that all of your payment information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. If payment is not received by the Company or the Company’s authorized reseller or cannot be charged to your credit card or other payment account for any reason, the Company reserves the right to either suspend or terminate your access to Coolpo Audio and terminate this Agreement. All fees are non-refundable, except as expressly stated otherwise in this Agreement.We will provide, at no additional costs, standard support as set forth in our then-current Documentation (see Our Help Center), during the subscription term. In accordance with applicable Law and these Terms, we reserve the right to discontinue, modify our standard support, and charge you for standard support.You will pay all applicable taxes, duties, withholdings, backup withholding, and the like; when the Company has the legal obligation to pay or collect such taxes, the appropriate amount shall be paid by you directly to the Company or the Company’s authorized reseller, as applicable. If all or any part of any payment owed to the Company under these Terms is withheld, based upon a claim that such withholding is required pursuant to the tax laws of any country or its political subdivisions and/or any tax treaty between the U.S. and any such country, such payment shall be increased by the amount necessary to result in a net payment to Company of the amounts otherwise payable under these Terms. Company may change its fees and payment terms at its discretion; provided, however, that such changes will not take effect for you until the start of the next payment period. The Company will provide written notice to you (or, if you have purchased through an authorized reseller, notice to the reseller) for any changes to the fees that affect the Coolpo Audio subscription purchased by you. Your continued use of Coolpo Audio after the price change becomes effective constitutes your agreement to pay the changed amount.Coolpo Audio may offer rewards to users, in the form of credits or other forms, based on their actions on Coolpo Audio and in accordance with Coolpo Audio policies.
Term; Cancellation and Refund
The term of your subscription to Coolpo Audio will automatically renew for successive terms equal in duration to the initial subscription term unless you cancel in advance of the renewal date by following the instructions in your account. If you do not cancel in advance of the renewal date, you will be charged applicable fees and taxes and such fees and taxes are non-refundable. Subject to earlier termination as provided below, the Company may terminate your account and these Terms at any time by providing thirty (30) days prior notice to the administrative email address associated with your account. In addition to any other remedies Company may have, Company may also terminate this Agreement upon ten (10) days’ notice (or two (2) days in the case of nonpayment to Company or Company’s authorized reseller, as applicable), if you breach any of the terms or conditions of these Terms. All sections of these Terms which, by their nature, should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.Upon the termination of these Terms for any reason: (i) the licenses granted under these Terms for Coolpo Audio shall immediately terminate and you, your End Users or Authorized Users, as applicable, shall cease use of Coolpo Audio; (ii) Company will cease providing Coolpo Audio to you; (iii) you shall pay to Company or Company’s authorized reseller, as applicable, the full amount of any outstanding fees due hereunder; and (iv) each party will return or delete any other Confidential Information in its possession. No fees are refundable upon termination of these Terms for any reason.
DISCLAIMER OF WARRANTIES
You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICE, DEVICE PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF COOLPO AUDIO OR ANY SERVICES OR ITEMS OBTAINED THROUGH COOLPO AUDIO OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY LINKS, APPLICATION OR WEBSITE ( EACH, A “PAGE”) LINKED TO IT.YOUR USE OF COOLPO AUDIO, ITS CONTENT, FEATURES, INCLUDING, WITHOUT LIMITATION, COOLPO AUDIO MEETING NOTES FEATURE, FUNCTIONALITY, INCLUDING WITHOUT LIMITATION FUNCTIONALITIES ENABLED BY THIRD-PARTY SERVICE PROVIDERS, AND ANY SERVICES OR ITEMS OBTAINED THROUGH COOLPO AUDIO IS AT YOUR OWN RISK. COOLPO AUDIO, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH COOLPO AUDIO ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OWNERS, SHAREHOLDERS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS, AGENTS, REPRESENTATIVES, LICENSORS, SUCCESSORS, AND ASSIGNS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO COOLPO AUDIO, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING AND MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF COOLPO AUDIO, ITS CONTENT, FEATURES, FUNCTIONALITY, AND SERVICES, AND ITEMS OBTAINED THROUGH COOLPO AUDIO, OR THAT THE SAME ARE ACCURATE, RELIABLE, WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED, OR THAT COOLPO AUDIO OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT COOLPO AUDIO OR ANY SERVICES OR ITEMS OBTAINED THROUGH COOLPO AUDIO WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. COOLPO AUDIO IS NOT RESPONSIBLE FOR THE FAILURE TO STORE OR MAINTAIN ANY OF YOUR CONTENT, ACCOUNT INFORMATION, OR PERSONAL SETTINGS.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE OWNERS, SHAREHOLDERS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS, AGENTS, REPRESENTATIVES, LICENSORS, SUCCESSORS, AND ASSIGNS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, PROPERTY DAMAGE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, COOLPO AUDIO, ANY SITES LINKED TO IT, ANY CONTENT ON COOLPO AUDIO OR SUCH OTHER SITES OR SUCH OTHER PAGES OR ANY SERVICES OR ITEMS OBTAINED THROUGH COOLPO AUDIO OR SUCH OTHER SITES OR SUCH OTHER PAGES. YOUR SOLE AND EXCLUSIVE REMEDY IN CASE OF ANY GRIEVANCE, ACTION, OR COMPLAINT IN REGARDS TO COOLPO AUDIO OR BREACH BY US OF THESE TERMS IS TO DISCONTINUE YOUR USE OF COOLPO AUDIO. NOTWITHSTANDING ANYTHING CONTRARY IN THESE TERMS, OUR (AND OUR AFFILIATES’) AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (UNDER ANY LEGAL THEORY, CAUSE, OR GROUND, WHETHER IN CONTRACT, TORT, OR OTHERWISE), WILL AT ALL TIMES BE LIMITED TO THE AMOUNT THE COMPANY HAS ACTUALLY RECEIVED FROM YOU OR COMPANY’S AUTHORIZED RESELLER, AS APPLICABLE, DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GIVES RIGHT TO YOUR DAMAGE, OR FIFTY US DOLLARS ($50), WHICHEVER IS GREATER. THIS LIMIT SHALL REMAIN IN EFFECT EVEN IF THERE IS MORE THAN ONE CLAIM.THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.Beta ServicesYou may choose to use early access trials or releases of new Coolpo Audio features or services identified as “alpha,” “beta,” “preview,” “early access,” “evaluation,” or other words or phrases with similar meanings (“Beta Services”) in your sole discretion. Notwithstanding anything to the contrary, Beta Services: (a) may not be supported and may be changed or discontinued at any time; (b) may not be as reliable or available as the main services made available in or otherwise accessible through Coolpo Audio; (c) have not been subjected to the same security or compliance reviews as the main services made available in or otherwise accessible through Coolpo Audio; (d) are Company’s Confidential Information; and (e) ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, INDEMNITY, OR SUPPORT AND COMPANY’S LIABILITY FOR BETA SERVICES WILL NOT EXCEED FIFTY DOLLARS.
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, shareholders, partners, owners, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable costs and attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of Coolpo Audio, including, but not limited to, any use of Coolpo Audio’s or the Site’s content, services and products other than as expressly authorized in these Terms of Service or your use of any information obtained from Coolpo Audio.
Coolpo Audio may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release Coolpo Audio to, or make Coolpo Audio accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making Coolpo Audio available outside the US.
US Government Rights
Coolpo Audio is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
Except as expressly set forth in the Binding Arbitration/Class Action Waiver section below, all matters relating to Coolpo Audio and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).
Binding Arbitration/Class Action Waiver
Dispute Resolution. Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act (“FAA”). You and Company expressly agree and intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act. This Section can only be amended by mutual agreement. For purposes of this Section, “Claims” means collectively, and without limitation, any and all claims, injuries, demands, liabilities, disputes, causes of action (including statutory, contract, negligence, or other tort theories), proceedings, obligations, debts, liens, fines, charges, penalties, contracts, promises, costs, expenses (including attorneys’ fees, whether incurred pre-litigation, pre-trial, at trial, on appeal, or otherwise), damages of any kind whatsoever (including consequential, compensatory, or punitive damages), or losses (whether known, unknown, asserted, non-asserted, fixed, conditional, or contingent) that arise from or relate to (i) Coolpo Audio or the Site, including any and all contents, materials and software related thereto, and/or (ii) your use of Coolpo Audio or the Site.Informal Resolution of Disputes and Excluded Disputes. If any Claim arises out of or relates to Coolpo Audio, the Site, or these Terms of Service, other than as may be provided herein, then you and Company agree to send notice to the other providing a reasonable description of the Claim, along with a proposed resolution of it. Company notice will be sent to you based on the most recent contact information that you provide the Company. If no such information exists or if such information is not current, the Company has no obligation under this Section. For a period of sixty (60) days from the date of receipt of notice from the other party, you and Company will engage in a dialog to attempt to resolve the Claim, though nothing will require either you or Company to resolve the Claim on terms with respect to which you and Company, in each of our sole discretion, are not comfortable.
Binding Arbitration. If you and Company cannot resolve a Claim, within sixty (60) days of the receipt of the notice, then you agree that any such Claim and all other disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Service, including, but not limited to any claim that all or any part of these Terms of Service are void or voidable, or whether a claim is subject to arbitration relating to your use of Coolpo Audio or the Site, will be resolved by binding arbitration, rather than in court. The FAA, not state law, shall govern the arbitrability of such disputes, including the class action waiver below. However, you and Company agree that California state law or United States federal law shall apply to, and govern, as appropriate, any and all Claims or disputes arising between you and Company regarding these Terms of Service, Coolpo Audio and the Site, whether arising or stated in the contract, statute, common law, or any other legal theory, without regard to choice of law principles. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator must follow the terms of these Terms of Service as a court would.
THIS SECTION, INCLUDING THE PROVISIONS ON BINDING ARBITRATION AND CLASS ACTION WAIVER, SHALL SURVIVE ANY TERMINATION OF YOUR ACCOUNT OR THESE TERMS OF SERVICE.
Initiating Arbitration. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the Company. The arbitration will be conducted by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. Payment of all filing, administration and arbitrator fees will be governed by JAMS’s rules. The arbitration shall take place in San Jose, California or at such other venue (and pursuant to such procedures) as is mutually agreed upon. You can obtain JAMS procedures, rules, and fee information as follows: JAMS: 800.352.5267 and http://www.jamsadr.com. Fees. You and Company will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Company to pay a greater portion or all of such fees and costs in order for this Section to be enforceable, then Company will have the right to elect to pay the fees and costs and proceed to arbitration. Arbitration rules may permit you to recover attorneys’ fees. Company will not seek to recover attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
Class Action Waiver. YOU AND THE COMPANY EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You and Company each agree that such proceeding shall take solely by means of judicial reference pursuant to California Code of Civil Procedure section 638.
Exclusions; Venue. Notwithstanding the agreement to resolve all disputes through arbitration, you or Company may bring suit in court to enjoin infringement or other misuse of intellectual property rights (including patents, copyrights, trademarks, trade secrets, and moral rights, but not including privacy rights). You or Company may also seek relief in small claims court for Claims within the scope of that court’s jurisdiction. In the event that the arbitration provisions above are found not to apply to you or to a particular Claim, either as a result of your decision to opt-out of the arbitration provisions or as a result of a decision by the arbitrator or a court order, you agree that the venue for any such Claim or dispute is exclusively that of a state or federal court located in Santa Clara County, California. You and Company agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California for the purpose of litigating all such Claims or any other disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Service or your use of Coolpo Audio or the Site in the event that the arbitration provisions are found not to apply. In such a case, should the Company prevail in litigation against you to enforce its rights under the Terms of Service, the Company shall be entitled to its costs, expenses, and reasonable attorneys’ fees (whether incurred at or in preparation for trial, appeal, or otherwise) incurred in resolving or settling the dispute, in addition to all other damages or awards to which Company may be entitled.
Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR COMPANY WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR COMPANY MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH HEREIN) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED. “Commencing” means, as applicable: (i) by delivery of written notice as set forth herein; (ii) filing for arbitration with JAMS as set forth herein; or (iii) filing an action in state or federal court. This provision will not apply to any legal action taken by the Company to seek an injunction or other equitable relief in connection with any losses (or potential losses) relating to Coolpo Audio or the Site, intellectual property rights of the Company, and/or Company’s provision of Coolpo Audio or the Site.
Your Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to: email@example.com with the subject line “COOLPO AUDIO ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of your first use of Coolpo Audio or the Site (whichever is earlier), otherwise, you shall be bound to arbitrate any disputes in accordance with the terms of these Terms of Service providing for binding arbitration. If you opt out of these arbitration provisions, the Company also will not be bound by them.
Waiver and Severability
No waiver by the Company of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.