© The Colorado Co-op, Inc. d/b/a The Commercial Co-op, Inc.

All rights reserved.

SUBSCRIBER TERMS OF SERVICE

Please read these Terms carefully to ensure you understand each provision. These Terms contain a jury trial waiver provision and a mandatory arbitration provision.

The following “User License Agreement” governs your use of the software and services provided by The Colorado Co-op, Inc. d/b/a The Commercial Co-Op, Inc. (and its subsidiaries) (“Provider”). This is a legal agreement between you and Provider and incorporates the Deal Sheet between you and Provider. By registering your use of the Service (as defined below), you are accepting to be bound to the terms of this User License Agreement.

1. Subscriber is granted a non-exclusive, non-transferable, limited license to access and use the Service.
2. Provider does not review or pre-screen the Content.
3. Authorized Users agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, or any visual design elements without the express written permission from Provider.
4. Authorized Users agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, Provider, or any other software or service provided by Provider.
5. Authorized Users agree that they will not knowingly use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement.
6. Authorized Users agree that they will not knowingly use the Service to upload, post, host, or transmit unsolicited bulk email “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.
7. Except for the non-exclusive license granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with Provider.
8. Authorized Users who configure the Service to share or make available certain Content to the public, are deemed to acknowledge and agree that everyone will have access to the Content (“Public Content”). It is the responsibility of the Authorized User to determine if the Service being shared is appropriate for each Registered User. Provider reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Public Content that violates the terms of this Agreement, including, but not limited to, removal of such Public Content.
9. Provider reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that Provider shall provide Subscriber with 30-days notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Subscriber’s acceptance of the modification.
10. Subscriber grants to Provider a non-exclusive, royalty-free right during Subscriber’s use of the Service, to use the Confidential Information for the sole purpose of performing Provider’ obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for Provider to generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with Section 4.1.

1. Provider will create an email invitation that will be sent to Subscriber. Subscriber is only permitted to access and use the Service if he/she is an Authorized User or a Registered Client. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Service.
2. Each Authorized User shall be required to purchase the Co-Op App; however, Provider shall provide a Promotional Code for Special Pricing to each Authorized User for their purchase of The Co-Opportunity App.
3. Each Authorized User will be provided with a unique identifier to access and use the Service (“Username”). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.
4. The initial Administrator shall be the Primary Subscriber with authority to administer the subscription and designate additional Authorized Users. Any Administrator shall be deemed to have the authority to manage the subscription and any Authorized Users. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any Authorized User.
5. Administrators are responsible for all use of the Service by Authorized Users on the list of active Authorized Users associated with their subscription to the Service.
6. All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.
7. The Co-Opportunity Message Board will be accessed individually through each Authorized User’s Co-Opp App.
8. It is each Authorized User’s responsibility to ensure that their password remains confidential. By registering, each Authorized User agrees that it will not allow others to use its account and that each Authorized User is fully responsible for all activities that occur under its Username. Provider may assume that any communications it receives under each account has been made by the person or entity that created such account.

1. Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.
2. Provider and any third-party vendors and hosting partners it utilizes to provide the Service shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations under this Agreement; (b) in compliance with any legal obligations to disclose such confidential, or (c) as otherwise authorized by you in writing.
3. Both Parties agree to keep the internal pricing and fee structure as outlined in this Agreement confidential, as a breach could result in damages to Provider while negotiating similar accounts with altered introductory pricing. At no time shall Subscriber indicate the fee structure offered by Provider to Authorized Users or to the public. Provider agrees to keep pricing and fee structures offered to Subscriber confidential in all public arenas. All billing and accounting information shall be kept confidential by both parties.

1. Subscribers with paid subscriptions will provide Provider with a valid credit card or check for payment of the applicable subscription fees. All subscription fees are exclusive of all federal, state, provincial, municipal, or other taxes which Subscribers agree to pay based on where the Subscriber is located. Invoices will include (i) subscription fees and (ii) all applicable sales taxes, as amended from time to time, for the jurisdiction in which the Subscriber is located. In the event of updated tax rates, Provider will apply the new tax rate without notice to the Subscriber. In addition to any fees, the Subscriber may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges.
2. Subscribers with quarterly paying subscriptions will be charged upon the expiration of any applicable free trial period. Subscriptions cancelled prior to the expiration of any trial period, will not be charged. Annual Subscribers will thereafter be charged quarterly, with the first charge being applied on the anniversary date of the initial subscription charge. All charges are final and non-refundable, including payments made by Annual Subscribers, setup fees, and other professional services charges.
3. No refunds or credits will be issued for partial periods of service, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of a Subscriber.
4. There are no charges for cancelling a subscription and paying subscriptions cancelled prior to the end of their current billing cycle will not be charged again in the following cycle.
5. The amount charged on the next billing cycle will be automatically updated to reflect any changes to the subscription, and including the addition or removal Authorized User subscriptions. Subscriber authorizes Provider to apply updated charge amounts.
6. All prices are subject to change upon notice. Such notice may be provided by an e- mail message to the Administrator, or in the form of an announcement on the Service.
7. Subscriber is responsible for paying all taxes associated with the subscription to the Service. If Provider has the legal obligation to pay or collect taxes for which Subscriber is responsible under this section, the appropriate amount shall be charged to and paid by Subscriber, unless Subscriber provides Provider with a valid tax exemption certificate authorized by the appropriate taxing authority.

1. Administrators are solely responsible for canceling subscriptions. An Administrator may cancel their subscription at any time by accessing email Provider of its desire to terminate this Agreement. Cancellations shall not be accepted by any other means.
2. Provider in its sole discretion has the right to suspend or discontinue providing the Service to any Subscriber without notice for actions that are (a) in material violation of this Agreement and (b) create a Security Emergency.
3. If (i) Authorized Users use the Service to materially violate this Agreement in a way that does not create a Security Emergency; (ii) Provider provides Subscriber with commercially reasonable notice of this violation; (iii) Provider uses commercially reasonable efforts to discuss and resolve the violation with Subscriber; and (iv) despite the foregoing, the violation is not resolved to Provider’s reasonable satisfaction within thirty (30) days of such notice, then Provider reserves the right to suspend access to the Service.

Provider maintains that its primary duty is to protect the Content to the extent the law allows. Provider reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter. If Provider is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then Provider will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, Provider may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.

Subscriber agrees not to hold Provider liable for its use of third-party products, services, or both acquired through the Website. Subscriber also agrees not to hold Provider liable for the actions, failures to act, or statements of any third parties, including any posts or reviews they make on the Website. Subscriber’s use of the Services provided here are used at its own risk and Subscriber agrees not to hold Provider liable for its reliance on any information on the Website, whether provided by Provider, another user, a third-party provider, or otherwise.

UNDER NO CIRCUMSTANCES SHALL PROVIDER (OR ITS EMPLOYEES, OFFICERS, DIRECTORS, AND AFFILIATED COMPANIES) BE LIABLE TO SUBSCRIBER OR AUTHORIZED USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM THE RELIANCE, USE OF, OR INABILITY TO USE THE WEBSITE, THE CONTENT ON IT, OR THE PRODUCTS, SERVICES, OR BOTH PROVIDED THROUGH IT. IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF PROVIDER TO SUBSCRIBER FOR DAMAGES AND COSTS ARISING OUT OF THIS AGREEMENT EXCEED $100.

TO THE EXTENT PERMITTED BY LAW, PROVIDER EXCLUDES AND DISCLAIMS ALL IMPLIED WARRANTIES. PROVIDER PROVIDES THE WEBSITE AND CONTENT ON IT ON AN “AS IS,” “AS AVAILABLE” BASIS. PROVIDER MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF STATEMENTS ON IT. SUBSCRIBER IS ADVISED THAT FACTUAL MATERIAL ON THE WEBSITE MAY CONTAIN ERRORS AND IS SUBJECT TO REVISION AT ALL TIMES. SUBSCRIBER IS ADVISED TO CONFIRM ALL FACTUAL MATERIAL UPON WHICH IT INTENDS TO RELY IN ANY TRANSACTION. FUTHER, SUBSCRIBER IS ADVISED THAT COMMENTS ON THE WEBSITE REPRESENT THE VIEWS OF THE POSTER, AND PROVIDER DOES NOT ENDORSE THE VIEWS OR THE VALIDITY OF ANY FACTUAL STATEMENTS. PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES THAT SUBSCRIBER’S USE OF THE WEBSITE OR CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

ADDITIONALLY, TO THE EXTENT PERMITTED BY LAW, PROVIDER EXCLUDES AND DISCLAIMS ALL IMPLIED WARRANTIES FOR PRODUCTS OR SERVICES OFFERED THROUGH THE WEBSITE. PROVIDER PROVIDES PRODUCTS AND SERVICES ON AN “AS IS,” “AS AVAILABLE” BASIS. PROVIDER MAKES NO WARRANTY AS TO THE PERFORMANCE OF ANY PRODUCTS. YOU ARE ADVISED THAT YOU USE ANY PRODUCTS OR SERVICES AT YOUR OWN RISK

SUBSCRIBER HEREBY RELEASES PROVIDER (AND ITS EMPLOYEES, OFFICERS, DIRECTORS, AND AFFILIATED COMPANIES) FROM ANY CLAIMS AND DAMAGES OF ANY KIND, ARISING FROM THE ACTIONS OF OTHER USERS OF THE WEBSITE OR ITS USE OF THIRD-PARTY PRODUCTS OR SERVICES PROVIDED THROUGH THE SITE. SUBSCRIBER, AND NOT PROVIDER, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE WEBSITE OR ITS CONTENT.

SOME STATES DO NOT PERMIT THE EXCLUSIONS OF CERTAIN TYPES OF LIABILITY OR LIMITATIONS ON CERTAIN TYPES OF WARRANTIES. IF THESE STATE LAWS APPLY TO SUBSCRIBER, SOME OF THE LIMITATIONS AND EXCLUSIONS ABOVE MAY NOT APPLY TO SUBSCRIBER, AND SUBSCRIBER MAY HAVE OTHER RIGHTS OR REMEDIES.

Subscriber hereby agrees to indemnify and hold harmless Provider from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ fees, which arise from or relate to the following:

1. Authorized Users’ breach of any obligation stated in this Agreement, and
2. Authorized Users’ negligent acts or omissions.

Provider will provide prompt notice to Subscriber of any indemnifiable event or loss. Subscriber will undertake, at Subscriber’s own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to Provider. Provider reserves the right to participate in the defense of the claim, suit, or proceeding, at Provider’s expense, with counsel of Provider’s choosing.

1. This Agreement and your relationship with Provider shall be governed exclusively by, and will be enforced, construed, a nd interpreted exclusively in accordance with, the laws applicable in the State of Colorado, without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the courts of Denver, Colorado, and Subscribers consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and legal fees.

1. Subscriber acknowledges the risk that information and the Content stored and transmitted electronically through the Service may be intercepted by third parties. Subscriber agrees to accept that risk and will not hold Provider liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted. Only Provider, with strict business reasons, may access and transfer the Content and only to provide Subscriber with the Service. Provider will make reasonable efforts to provide notice to Subscriber prior to such access and transfer. Provider’s actions will comply with its obligations under Section Four (4) of this Agreement.
2. The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
3. This Agreement constitutes the entire agreement between Authorized Users and Provider and governs Authorized Users use of the Service, superseding any prior agreements between Authorized Users and Provider (including, but not limited to, any prior versions of this agreement).
4. Provider reserves the right to amend this Agreement. In the event of material changes to the Agreement, Provider will notify Subscribers, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Service by the Subscriber after reasonable notice will be considered acceptance of any new terms.
5. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.
6. If any provisions of these Terms of Service shall be unlawful, void or for any reason unenforceable, then such provision shall be deemed severed from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.