CooWe / Coo-e TERMS OF USE

1. Your Acceptance

Welcome to the Terms of Use for the CooWe and Coo-e Applications. This document applies to your use of any Coo-e owned or operated websites, software, or associated services (collectively the “Platform”), including the CooWe app and websites. This is an agreement (“Agreement”) between Coo-e LLC (“Coo-e"), the owner and operator of www.coowe.com, www.coo-e.com, and the Coo-e and CooWe mobile applications, software, components, and any associated services offered (collectively the “Platform”) and you (“you”, “your” or “user(s)”), a user of the Platform. Throughout this Agreement, the words “Coo-e,” “us,” “we,” and “our,” refer to our company, Coo-e, as is appropriate in the context of the use of the words. By clicking “I agree”, accessing, or using the Platform you agree to be bound by this Agreement and the Privacy Policy. We may amend our Terms of Use or the Privacy Policy and may notify you when we do so. PLEASE BE AWARE THAT THERE ARE ARBITRATION AND CLASS ACTION PROVISIONS THAT MAY AFFECT YOUR RIGHTS. If you do not agree to the Terms of Use or the Privacy Policy please cease using our Platform immediately.

2. User Information and Accounts

Users may be required to register on the Platform before accessing portions of the Platform. Your information will be collected and disclosed in accordance with our Privacy Policy. All users are required to provide truthful and accurate information when registering for our Platform and must be over the age of 13. Where you make any purchases through the Platform you must be over the age of 18. Users may only register for one account per user. We reserve the right to verify all user credentials and to reject any users. You are entirely responsible for maintaining the confidentiality of password and account and for any and all activities that occur under your account. You agree to notify Coo-E immediately of any unauthorized use of your account or any other breach of security. Coo-E will not be liable for any losses you incur as a result of someone else using your password or account, either with or without your knowledge. If you are registering on behalf of your company, you represent and warrant that you are authorized by your company to create an account on your company’s behalf and you represent and warrant that you are authorized by your company to incur financial obligations and enter into legally binding agreements on behalf of your company.

3. Access

After registering and properly paying for our Platform, where required, we shall grant you access to Platform as permitted by us and in accordance with this Agreement. All rights not explicitly granted are reserved for Coo-e. Where you download software to access our Platform, we grant you a limited, fully revocable, non-exclusive license to download one copy of our Platform onto your electronic device. If you breach this Agreement, your access or license to use our Platform may be terminated at our discretion. Additionally, we may revoke your access or license to use our Platform if we believe that your actions may harm us, our business interests, or any third party rights. Failure by us to revoke your access does not act as a waiver of your conduct.

4. Platform and Disclaimer

The Coo-e Platform allows users to connect with other users via our Platform. Coo-e is solely responsible for only providing access to and charging payments related to your access of the Platform in accordance with this Agreement (“Coo-e Services”). Please be aware that access to the Platform and any Coo-e Services are “as-is” and “as-available.” Additionally any information or content found on our Platform, including any notifications or tools provided, are offered only for informational and entertainment purposes only. Further, Coo-e does not endorse, recommend, and is not otherwise affiliated with any users or Vendors (defined below) or any User Content (defined below). Coo-e has no liability to users for any User Content including all information, copy, images, URL names, and anything else provided by any third parties using the Platform (collectively “Non-Coo-e Content”). You understand that all Non-Coo-e Content or any other information may be inaccurate, unsubstantiated or possibly even incorrect. Coo-e does not offer users any guarantee of success through the use of Platform. We shall not be liable for any inconvenience, loss, liability, or damage resulting from any interruption of the Platform, directly or indirectly caused by, or proximately resulting from, any circumstances beyond our control, including, but not limited to, causes attributable to you; inability to access to the Platform; failure of a communications satellite, strike; labor dispute; riot or insurrection; war; explosion; malicious mischief; fire, flood, lightning, earthquake, wind, ice, extreme weather conditions, or other acts of God; failure or reduction of power; or any court order, law, act or order of government restricting or prohibiting the operation of or access to the Platform.

5. Interactions With Other Users

Please use caution and common sense when interacting with any users or Vendors found via the Platform. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS AND VENDORS. YOU UNDERSTAND THAT COO-E DOES NOT CONDUCT CRIMINAL OR BACKGROUND CHECKS ON ITS USERS OR VALIDATE ANY USER INFORMATION OR NON-COO-E CONTENT. FURTHERMORE, COO-E MAKES NO REPRESENTATIONS OR WARRANTIES AS TO ANY USERS OR VENDORS OR TO THE CONDUCT OF ANY USERS OR VENDORS. COO-E URGES YOU TO USE COMMON SENSE AND CAUTION WHEN MEETING ANY USERS OR VENDORS FOUND THROUGH THE PLATFORM. YOU UNDERSTAND THAT OTHER USERS MAY ACT UNLAWFULLY OR IN A DECEPTIVE MANNER, YOU AGREE THAT COO-E IS NOT LIABLE OR RESPONSIBLE FOR ANY ACTS OR OMISSIONS OF ANY USERS. User releases COO-e from any liability associated with user’s interactions with others via the Platform. Coo-e does not control or direct any users, and makes no representations or warranties to any User Content including but not limited to accuracy, reliability, or quality. Coo-e does not act as an agent or intermediary for users. Coo-e merely makes the Platform available to enable the users to communicate and interact with other users. Any opinions, advice, or information expressed by any user or Vendor are those of the individual and the individual alone and they do not reflect the opinions of Coo-e.

6. User Profile

Please be aware that any User Content may be publicly searchable and viewable by third parties via the Platform or via the Internet (including but not limited to search engines such as Yahoo, Bing, or Google). Additionally, your User Content may be searchable by third parties.

7. User Privacy

We value your privacy and understand your privacy concerns. Our Privacy Policy is incorporated into this Agreement, and it governs your submission of information to our Platform. Please review our Privacy Policy so that you may understand our privacy practices. All information we collect is subject to our Privacy Policy, and by using the Platform you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. You further understand that any information collected by Coo-E may be transferred outside of your resident jurisdiction and/or to other countries for storage, processing and use by Coo-E and its affiliates.

8. Usage and Location Information

While using the Platform, we may have access to your user usage and location information. Please be aware that you may limit our access to such information by adjusting your mobile device settings. However, some portions of the Platform may not function properly or become inaccessible if you decide to limit our access to such information. Such information will be collected and disseminated in accordance with our Privacy Policy.

9. Use of the Platform

When using our Platform, you are responsible for your and for any use of Coo-e made using your account. You agree to the following:

• You way not copy, distribute or disclose any part of the Platform in any medium, including without limitation by any automated or non-automated “scraping”;

• You may not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Platform;

• You may not use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform or to extract data;

• You may not use automated bots or other software to send more messages through our Platform than humanly possible;

• You may not share your access with any other parties, except as permitted by us;

• You may not use the Platform on a computer that is used to operate nuclear facilities, life support, or other mission critical applications where life or property may be at stake;

• You may not decompile, reverse engineer, disassemble, modify, rent, sell, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of it;

• You may not access our Platform in an attempt to build a similar or other competitive product;

• You may not use the Platform in an unlawful manner;
  • You may not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
  • You may not collect or harvest any personally identifiable information, including account names, from the Platform;
  • You may not impersonate any person or entity or misrepresent your affiliation with a person or entity;
  • You may not violate or infringe other people's intellectual property, privacy, or other contractual rights while using our Platform;
  • You may not violate any requirements, procedures, policies or regulations of networks connected to Coo-e;

• You may not sell, lease, loan, distribute, transfer, or sublicense the Platform or access to it or derive income from the use or provision of the Platform unless enabled through the functionality of our Platform;
  • You may not interfere with or disrupt the Platform;
  • You may not violate any law or regulation and you solely are responsible for such violations;
  • You agree that you will not hold Coo-E responsible for your use of our Platform; and
  • You agree not to cause, or aid in, the disruption, destruction, manipulation, removal, disabling, or impairment of any portion of our Platform, including the de-indexing or de-caching of any portion of our Platform from a thirty party’s website, such as by requesting its removal from a search engine.

If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Platform may at our discretion be terminated or suspended. Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, but Coo-E reserves the right to suspend or terminate any account at any time without notice or explanation.

10. User Content

Your ability to submit or transmit any information through the Platform, including but not limited to data, written content, images, videos, or any other information will be referred to as “User Content” throughout this Agreement. Please be aware that we are not required to host, display, migrate, or distribute any of your User Content and we may refuse to accept or transmit any User Content. You agree that you are solely responsible for any User Content submitted and you release us from any liability associated with any User Content submitted. We provide industry standard security for our Platform but we cannot guarantee the absolute safety and security of any such User Content. Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion.

When submitting any User Content to our Platform you represent and warrant that you own all rights to the User Content and you have paid for or otherwise have permission to use any User Content submitted. Furthermore, you represent and warrant that all User Content is legal and the User Content does not interfere with any third party rights or obligations.

When you submit any User Content to us, you grant Coo-E, its partners, affiliates, users, representatives and assigns a non-exclusive, limited, fully-paid, royalty-free, revocable, world-wide, universal, transferable, assignable license to display, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works, or use and reuse all or part of your User Content for the purposes of providing you any services associated with the Platform. Additionally, you grant to Coo-E a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Platform any suggestion, enhancement request, recommendation, correction or other feedback provided by you relating to the operation of our Platform.

11. User Content Guidelines

We reserve the right to remove, delete, modify, screen, edit, or refuse any User Content for any reason or no reason, and with or without notice to you. Please be aware that all User Content may be viewed by third parties, thus we cannot guarantee the confidentiality of any User Content.

When submitting any User Content you agree to the following:

• you agree that User Content submitted is truthful and accurate;

• you agree not to submit any User Content that contains any confidential information;

• you agree not to submit any User Content that contains nudity, or sexual, or explicit content;

• you agree not to submit any User Content that depicts gratuitous violence, animal or child abuse, or encourages violence against others;

• you agree not to submit any User Content contains hate speech or promotes or condones violence against individuals or groups based on race or ethnic origin, religion, disability, gender, age, nationality, veteran status, or sexual orientation/gender identity;

• you agree not to submit any User Content that is considered spam or controversial; and

• you agree not to submit any User Content that may be considered: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing.

If you have violated any of our User Content Guidelines or if you we believe that any User Content may harm the Platform, your access to the Platform may be suspended or terminated.

12. Monitoring User Content

Coo-e shall have the right, but not the obligation, to monitor all User Content on the Platform at all times, to determine compliance with this Agreement and any guidelines established by us. Without limiting the foregoing, Coo-e shall have the right, but not the obligation, to remove any User Content that Coo-e at its sole discretion. For example, we may remove User Content if we believe that any User Content may harm us or our business interests. We have no obligation to retain or provide you with copies of any User Content after your termination of this Agreement.

13. User Content Storage Limits and Usage Information

The Platform may offer reasonable storage of all User Content. However, all User Content storage is subject to our internal data storage limits. We have no obligation to store any excess User Content. If you violate any storage limits, Coo-e will notify you and may work with you to bring your usage into conformity with our data storage policies. If, notwithstanding our efforts, you are unable or unwilling to abide by our storage limits, we may invoice you for excess data storage in accordance with our applicable policies. Through the Platform we may collect your usage data and interactions with the Platform. This information will be used by Coo-E to determine how you use our Platform and how we can improve or modify our Platform. The information collected may be used and disseminated per our Privacy Policy.

14. Users and Vendors

Vendors (“Vendors”) may post listings (“Listing(s)”) or offerings on the Platform that may be offered to users for sale. Listings may contain additional information such as location, cancellation policies, materials provided, and pricing. Such Listings are the sole responsibility of the Vendor and Coo-e is not a party to any contract created between User and Vendor.

You acknowledge and agree that your purchase via a Listing from a Vendor, creates a direct contractual relationship solely between you and the Vendor. Coo-e is not responsible or liable for the actions or inactions of a Vendor in relation to you. User acknowledges and agrees that you are solely responsible for taking any and all precautions as may be reasonable and proper regarding any acts or omissions of a Vendor or a third party. You acknowledge and agree that Coo-e may release your contact information to Vendors when you purchase anything offered via a Listing.

15. Platform Availability

Although we try to provide continuous availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. Specifically, we do not guarantee any uptime or specific availability of the Platform. You agree and acknowledge that the Platform uses remote access and may not always be either 100% reliable or available. Only users who are eligible to use our Platform may do so and we may refuse service or terminate your access at any time. We cannot guarantee that anything found on our Platform will work to the functionality desired by you or give you any desired results.

16. Modification of Platform

We reserve the right to alter, modify, update, or remove the Platform or any portions thereof, at any time. We may conduct such modifications to our Platform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications or provide you access to previous versions of our Platform. For example, we may provide updates to fix security flaws, or to respond to legal demands. Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Platform for security, legal or other purposes.

17. Platform Security

Coo-e implements administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your information and all User Content. Those safeguards used or based on industry standards. Aside from such industry standard safeguards, Coo-e can make no guarantees regarding any Platform security or any User Content secured.

18. Payments

You agree to pay for all costs, fees, and taxes listed when purchasing any access to the Platform or for any purchases. User authorizes Coo-e or its third party payment processors to charge their method of payment on file at the time of purchase. Where applicable, you must agree to our third party payment processors terms and conditions for processing payments. All information that you provide in connection with a purchase or transaction must be accurate, complete, and current. Where you have failed to pay or where payments are overdue, Coo-e may suspend or terminate your access to the paid portions of the Platform, without liability to us.

19. Taxes

Where Coo-e does not charge you taxes for any purchases or payments, you agree to pay any and all applicable taxes. Additionally, where requested by us, you agree to provide us tax documentation to support any claims of on-time tax payment.

20. Recurring Payments

For your convenience when you make a recurring purchase or payment, your payment information shall be logged. WHERE YOU SIGN UP FOR A RECURRING PAYMENT, COO-E MAY CHARGE YOU AUTOMATICALLY ON A RECURRING BASIS AFTER YOUR INITIAL PAYMENT (“INITIAL PAYMENT”), UNLESS YOU NOTIFY US THAT YOU WANT TO CANCEL SUCH RECURRING PAYMENT BY EMAIL AT SUPPORT@COOWE.COM OR BY CANCELLING VIA YOUR ACCOUNT DASHBOARD. ADDITIONALLY, YOU AUTHORIZE US TO BILL YOU ON A RECURRING BASIS AND AGREE THAT AT THE EXPIRATION OF YOUR INITIAL PAYMENT PERIOD, YOU SHALL BE CHARGED FOR ADDITIONAL PERIODS (OF THE SAME LENGTH AS YOUR INITIAL PAYMENT PERIOD) UNTIL WE ARE NOTIFIED OTHERWISE. YOU AGREE THAT NO ADDITIONAL CONSENT IS REQUIRED BY YOU TO CHARGE YOUR PREFERRED PAYMENT METHOD AUTOMATICALLY AND ON AN AUTOMATICALLY RENEWABLE BASIS.

21. Intellectual Property

The name “Coo-e”, the Coo-e Platform along with the design of the Coo-e Platform and any text, writings, images, templates, scripts, graphics, interactive features and any trademarks or logos contained therein ("Marks"), are owned by or licensed to Coo-e, subject to copyright and other intellectual property rights under US and foreign laws and international conventions. Coo-e reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution anything contained within the Platform unless we have given express written permission.

22. Idea Submission

Coo-e or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to Coo-e. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Coo-e’s products might seem similar to ideas you submitted to Coo-e. If, despite our request that you not send us your ideas, you agree to the following: (1) your Submissions and their contents will automatically become the property of Coo-e, without any compensation to you; (2) Coo-e may use or redistribute the Submissions and their contents for any purpose and in any way; (3) there is no obligation for Coo-e to review the Submission; and (4) there is no obligation to keep any Submissions confidential.

23. Disclaimer

THE PLATFORM IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER COO-E, NOR ANY OF OUR EMPLOYEES, MANAGERS, OFFICERS, ASSIGNS, AFFILIATES, OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (1) THE PLATFORM; (2) ANY INFORMATION OR CONTENT PROVIDED VIA THE PLATFORM; OR (3) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO COO-E, OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

COO-E DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. COO-E DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM IS ACCURATE, COMPLETE, OR USEFUL. COO-E DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND COO-E SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.

24. Limitation of Liability

IN NO EVENT SHALL Coo-E, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COO-E IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. This limitation of liablity does not apply to new jersey residents. FOR NEW JERSEY RESIDENTS, OUR LIMITATION OF LIABILITY IS LIMITED TO THE LOWEST AMOUNT PERMITTED BY STATE LAW. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (1) death or personal injury caused by Coo-E’s negligence or that of any of its officers, employees or agents; (2) fraudulent misrepresentation; or (3) any liability which it is not lawful to exclude either now or IN THE FUTURE. WHERE A TOTAL DISCLAIMER OF LIABILITY IS DISALLOWED YOU AGREE THAT OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS YOU HAVE PAID IN THE PAST SIX (6) MONTHS TO USE OUR PLATFORM OR ONE HUNDRED USD.

25. Indemnity

You agree to defend, indemnify and hold harmless Coo-E, its officers, directors, employees, affiliates, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

• your use of and access to the Coo-E Platform;

• your violation of any term of this Agreement; or

• your violation of any third party right, including without limitation any copyright, property, or contractual right.

This defense and indemnification obligation will survive this Agreement and your use of the Coo-E Platform. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.

26. Copyrights

We take copyright infringement very seriously. If you believe that any content owned by you has been infringed upon please send us a message which contains:

• Your name.

• The name of the party whose copyright has been infringed, if different from your name.

• The name and description of the work that is being infringed.

• The location on our Platform of the infringing copy.

• A statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.

• A statement that you swear, under penalty of perjury, that the information contained in this notification is accurate and that you are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.

You must sign this notification and send it to our Copyright Agent: Copyright Agent of Coo-E, support@coowe.com.

Counter Notice

In the event that you receive a notification from Coo-E stating content posted by you has been subject to a copyright takedown notice, you may respond by filing a counter-notice pursuant to the DMCA. Your counter-notice must contain the following:

• Your name, address, email and physical or electronic signature.

• The notification reference number (if applicable).

• Identification of the material and its location before it was removed.

• A statement under penalty of perjury that the material was removed by mistake or misidentification.

• Your consent to the jurisdiction of a federal court in the district where you live (if you are in the U.S.), or your consent to the jurisdiction of a federal court in the district where your Vendor is located (if you are not in the US).

• Your consent to accept service of process from the party who submitted the takedown notice.

Please be aware that we may not take any action regarding your counter-notice unless your notification strictly complies with the foregoing requirements. Please send this counter-notice in accordance with the takedown notice instructions above.

27. Choice of Law

This Agreement shall be governed by the laws in force in the state of New Jersey. The offer and acceptance of this contract is deemed to have occurred in the state of New Jersey.

28. Disputes

Any dispute relating in any way to your visit to the Platform or our Platform shall be submitted to confidential arbitration in Highland Park, NJ. Arbitration under this Agreement shall be conducted pursuant to the applicable Commercial Rules (“Rules”) then prevailing at the American Arbitration Association. Arbitration shall be conducted in English by one (1) arbitrator as selected pursuant to the Rules; the arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. Where permitted by the Rules, both parties may make any and all appearances telephonically or electronically. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned (New Jersey users are exempted from the foregoing one (1) year limitation). Notwithstanding the foregoing, either party may seek equitable relief to protect its interests (including but not limited to injunctive relief), or make a claim for nonpayment, in a court of appropriate jurisdiction, and issues of intellectual property ownership or infringement may be decided only by a court of appropriate jurisdiction and not by arbitration. In the event that the law does not permit the abovementioned dispute to be resolved through arbitration or if this arbitration agreement is unenforceable, you agree that any actions and disputes shall be brought solely in a court of competent jurisdiction located within Middlesex County, NJ.

29. Class Action Waiver

You and Coo-E agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action. This class action waiver does not apply to New Jersey residents.

30. Severability

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of this Agreement or any other agreement you may have with Coo-E are deemed to conflict with each other’s operation, Coo-E shall have the sole right to elect which provision remains in force.

31. Non-Waiver

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

32. Assignment and Survival

You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Representation and Warranties, Licensing, Indemnification, and Arbitration sections.

33. Termination

You may cancel your access to the Platform or any recurring payments at any time via your Coo-E dashboard or contacting us at support@coowe.com. Please be aware that upon termination of your account, access to portions of our Platform may be become immediately disabled. We may terminate this Agreement with you if we determine that: (1) you have violated any applicable laws while using our Platform; (2) if you have violated any portion of this Agreement or any of our Platform policies; or (3) if we believe that any of your current or future actions may legally harm Coo-E, our business interests or a third party, at our discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so.

34. Entire Agreement

This Agreement along with the Privacy Policy and any other supporting agreements provided by Coo-E constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each party. Where this Agreement conflicts with our Privacy Policy or any other documentation listed on our website this Agreement shall supersede and control.

35. Amendments

We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform and our Platform.

36. Electronic Communications

The communications between you and Coo-E use electronic means, whether you visit the Platform or send Coo-E e-mails, or whether Coo-E posts notices on the Platform or communications with you via mobile notifications or e-mail. For contractual purposes, you (1) consent to receive communications from Coo-E in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Coo-E provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

37. Export Controls

The Platform and the underlying information and technology may not be downloaded, accessed, or otherwise exported or re-exported (1) into (or to a national or resident of) any country to which the U.S. has currently embargoed goods; or (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Platform, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws.

38. Platform Issues

Where you have any questions, issues, or if you are having trouble accessing or using the Platform, please contact us at support@coowe.com.

39. California Users

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Coo-E must be sent to our agent for notice to: support@coowe.com

Lastly, California users are also 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., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.