Hello and thank you for checking out Coozyn, Inc.\'s (also called "Coozyn®," "we," "us," "Company," and/or "our" herein) websites, apps, social media pages and groups, information,or other services (collectively the "Platform"). Coozyn® generally welcomes you to use our Platform as long as you follow all applicable laws and our Platform rules as outlined in these Terms and Conditions (also called the "Agreement").
Coozyn® may change these Terms and Conditions without notice and at any time, effective upon posting the amended terms on CoozynApp.com or within the Coozyn mobile application. Continued use of the Coozyn Platform after any such changes shall constitute your consent to such changes. If you do not agree to any such changes you may not use or access the Coozyn Platform. You agree to hold Coozyn blameless for any and all damages or other matters arising out of changes hereto, as well as for any errors or omissions herein.
1. YOUR USE OF THE COOZYN PLATFORM
Coozyn is a new venture, and with your help we hope to build a great community and together achieve things that have never been achieved by anyone else before. We want to level the playing field when it comes to food, and use our Platform to provide an on-demand food marketplace for farmers, chefs, food trucks, and hungry people nationwide and beyond. While we tend to welcome all, we reserve the right to remove or block anyone from our Platform at any time and for any reason allowed by law. It’s also important that you understand your role and responsibilities when using the Platform, including whether you’re a Seller or a Community Member.
Sellers. Sellers are the chefs, cottage food operations, food truck persons, farmers, and similar independent operations that advertise, donate, and/or sell food on the Platform. This category includes all persons contributing to the supply of food on the Platform, including delivery personnel, kitchen helpers, and others as appropriate. All Sellers are required to comply with all laws and safety regulations necessary to offer food in the location(s) where they offer it. Unless explicitly excluded from a provision herein, Sellers are required to comply with the entirety of these Terms and Conditions.
Community Members. Community Members are the food purchasers and other people using our Platform to get food, check out what’s available, contribute ideas, and do pretty much anything with the Platform except produce, advertise, and sell food. If you’re a visitor, downloader, commenter, purchaser, or similar user of our Platform, you’re a Community Member for the purposes of these Terms and Conditions. Unless explicitly excluded from a provision herein, Community Members are required to comply with the entirety of these Terms and Conditions.
Users. The term "User(s)" encompasses both Sellers and Community Members.
Coozyn can decide who to accept as Sellers and Community Members, and may reject, remove, block, and/or suspend any person using the Platform in any way at any time and with no repercussions to Coozyn. In the absence of an express contract stating otherwise, you have no right to use the Platform except as and when allowed by Coozyn according to these Terms and Conditions and any amendments thereto or further communications made from us to you, and you agree to hold Coozyn harmless for any rejection, blocking, suspension, termination, and/or failure to provide the Platform to yourself or others.
You agree not to do anything that would inhibit or slow the normal operation of the Platform. This includes any sort of denial of service attack, spamming of traffic, use of tools that access or utilize the Platform for improper purposes or in ways not intended by this Agreement and Coozyn, and other behavior (e.g. "hacking" and/or the introduction or use of any type of malicious software).
You agree you will not seek, via any means, to access any data to which you are not intended to have access on the Platform, and you will not scrape the Platform of any data en masse via automated tools or other means.
Any commercial activity conducted on the Platform must be related to Coozyn and/or the Platform. In using the Platform, you shall not conduct market research for any competitor of Extra Plate nor advertise for any competitor. The Platform is not your fundraising or multi-tiered-marketing space, either.
You agree not to use any software or other means to disable, block, or otherwise modify any portion of the Platform, including any advertisements thereupon.
You agree not to post any review, report any food or content, or utilize the Platform in any way and/or for any reason that is vindictive, immoral, or otherwise wrong.
2. CODE OF CONDUCT
We believe it’s important that our community adhere to the highest standards of behavior, safety, and stewardship, and to that end we’ve created a plain language Code of Conduct to serve as a guidepost on top of and in addition to the legal language of our larger Terms and Conditions. All members of our community, including Sellers and Community Members, are expected to adhere to this Code of Conduct at all times.
Be human. Remain kind. Stay mindful. Use the Platform in a way that lets love shine through. This is our community. We’re human, we’re empowered. Let’s promote good.
Embrace change. We\'re pioneers of a new movement, one we\'re building together. The journey ahead will greet us with great discoveries, fantastic milestones, and beautiful stories, but we’ll also hit some speed bumps along the way. Your feedback and opinions hold great value. We’ll always remain open, and we encourage you to share them in a productive way.
Be Lawful. Don’t use the Platform for any unlawful purpose.
Become a champion. Let your creative side shine. Plan meetups. Answer questions. Mentor a newcomer. Refer friends and family. Organize for charity. Make the next experience your best one — every time.
Be a steward of the community. Spam, belittling, bullying, offensive material, ads and solicitation for competitors, or anything viewed as inappropriate will be grounds for suspension or removal from the Platform.
We want you to make the most of our Platform, but there are certain things we prohibit:
• Content that endorses or promotes illegal or harmful activity or violence, or is profane, vulgar, obscene, defamatory, threatening, pornographic, or discriminatory.
• Advertising or other commercial content that is unrelated to Coozyn.
• Discussions, activity, or posts unrelated to Coozyn community building.
• Attempts to impersonate another person, or defraud or mislead anyone in any way.
• Content that refers to an Coozyn investigation or any other related issues.
• Content or behavior that violates another person or entity’s rights, including intellectual property rights and privacy rights.
• Content or behavior that discloses private, personal, or sensitive information about someone else, including phone number, address, email, etc.
Reach out to us if you encounter a problem, have a suggestion, or ever feel unsafe. You can do so by sending a direct message to an admin, a direct message to the official Coozyn Facebook page, or an email to info@Coozyn.com.
3. SELLER REQUIREMENTS AND RESPONSIBILITIES
Sellers are independent businesses and businesspersons who are allowed by Coozyn to offer food on the Coozyn Platform under certain conditions. No agency, partnership, joint venture, employee-employer, contractor-contractee, or franchisor-franchisee relationship is intended or created by these Terms and Conditions, use of the Platform, and/or selling any food on the Platform. Sellers are fully responsible for their own operations and for complying with all laws and regulations. Coozyn is not your parent, not a regulatory or safety agency, and is in no way your employer or hirer. We provide a technology service that levels the playing field so that you can offer your legally produced, advertised, and sold food through an on-demand digital marketplace like never before. If there’s a problem with a Seller’s services, Coozyn may in certain cases choose to help that Seller of its own volition, but if you are a Seller you are your own boss, and you sink or swim on your own hard work and choices.
As part of our strong commitment to community and unparalleled safety, Coozyn is dedicated to setting the bar very high when it comes to the Sellers who can sell their food on our platform, and requires that certain conditions be met. These conditions include:
Not just anyone can be a Seller, and Coozyn may request certain information from you at any time, including licensing information, proof of insurance and related insurance information, any and all data related to your venture(s) on or related to the Platform, payment and sales information, receipts, regulatory compliance information, safety information, identification for yourself and any person(s) in your employ or otherwise involved in your operation, and any other information found by Coozyn to be reasonably necessary or otherwise desired by Coozyn in the operation and betterment of the Platform. You agree to provide this information and proof thereof as quickly as practicable after it is requested.
You and any person involved in your operation agree, upon request, to provide Coozyn with any information and consent necessary to perform a background check upon you and anyone involved in a Seller operation or otherwise likely to come into contact with food offered on the Platform and/or a Community Member as part of your Seller and Platform related activities.
By becoming a Seller, you agree and affirm that neither you nor anyone involved in your Seller operation, living ator otherwise at your food operation location(s), or otherwise likely to come into contact with food offered on the Platform and/or a Community Member, has committed or been convicted of committing a crime that would realistically pose a risk to any Community Member. These crimes include, but are not limited to, any sexual crime involving a minor, any crime (other than petty theft) involving food or drink, any crime or act that would require registration as a sex offender in any U.S. state or territory, false imprisonment, and any serious or deadly assault/battery or similar. When in doubt, you must disclose such a crime to Coozyn, and Coozyn shall be the sole decider as to whether or not any crime, conviction, or conduct shall preclude use of the Platform.
You agree that Coozyn may inspect your food operation location, even if it is your home, at any reasonable time and without notice. You may of course reject our entry, but doing so will lead to your immediate dismissal from the Platform and cancellation of any selling privileges. Coozyn is not a regulatory or law enforcement agency; we just want only good, clean, and safe food on our Platform. Coozyn may report and/or convey any suspected or known health code violations or food safety issues to any government agency, person(s), or entities at any time.
You agree that you will not, advertise, offer, nor sell any drugs (prescription or otherwise), alcohol, commercially mass produced or commercially mass processed foods, contaminated goods, poached or endangered animals, non-food items that are more than incidental to the sale of a food item, food not intended for human consumption, or anything else that poses a risk to any person or violates the requirements or spirit of our community and Platform, on the Platform. We want Sellers to offer profoundly good and safe foods made or grown with love and care. If what you’re offering is not a good thing for our community, we don’t want it and you’re not allowed to offer it via our Platform.
It goes without saying, but as a Seller you must follow all applicable laws. The Platform is only for the sale of food that is produced, advertised, provided, and sold in full compliance with all laws of the applicable location. Food that is not 100% legal is not welcome on the Platform, and you must fully understand and agree that you cannot and will not utilize the platform for any food or other activity that breaks any law in any fashion whatsoever. Coozyn allows lots of different kinds of legally produced and community-empowering food on our Platform, but draws a firm and uncompromising line at anything that is in any way non-compliant with the law.
In agreeing to only sell foods that are legal to sell on our Platform, you assume all responsibility for and risk of getting things right vs. wrong when it comes to your operation that utilizes our Platform. There are lots of ways to produce food legally,and it’s your job to figure out how you reach full legality. We’re not responsible in any way for your success or failure in being fully compliant with the law, we merely require that you absolutely do so before you use our Platform. In all likelihood and in most jurisdictions, making you food operation legal is going to require some work and legal paperwork before you start cooking. Coozyn may choose to give you some guidance and point you toward the right information resources if you need it (but will never give you legal advice), but the job of getting and staying legal is nonetheless 100% yours.
In addition to all laws and safety regulations, Coozyn requires that you go further in your commitment to food safety whenever you’re making food that could ever be consumed by a Community Member. We take food safety profoundly seriously, and are working to build the safest food system in the world. You must:
a. Never serve anything that poses any known risk to a Community Member.
b. Use the utmost caution in observing proper serving temperatures and expiration dates. When in doubt, throw it out.
c. Take care to work with the Community Members who purchase your food and ensure that no allergic reactions result from improperly produced, stored, or communicated foods or food ingredients.
d. Never allow contaminants near your food, including pets, pests, kids, smoke, hazardous cleaning chemicals, etc. If you’re not sure that something hasn’t been contaminated, throw it out.
e. If you hire someone to help you in your food business, you must take it upon yourself to see that prior to starting work they are just as informed and safe as you, and have all proper licenses and certification required for their work.
f. Immediately report any suspected food safety issues to Coozyn, even if they’re minor and even if they are the doing of a third party entirely out of your control.
g. Take on food safety and the safety and integrity of our community as a personal mission.
h. Never sell food you wouldn’t eat yourself, or feed to your kids.
You agree that you will never identify yourself as an employee, contractor, joint venturer, franchisee, or agent of Coozyn, and will always make clear that your food business utilizing the Platform is your own independent operation. Your branding is your own affair, and you should seek to differentiate yourself and protect your own intellectual property. While an approved Seller utilizing the Platform, you may use the Coozyn trademark and logo under license from Coozyn as long as it’s made clear that your use of that intellectual property does not denote that your product is produced or approved by Coozyn, and is merely advertised and sold through the Platform. For example, you may use the term "Powered by Coozyn" in reference to your sales through the Platform. This license may be cancelled at any time and for any reason by the Company, and is automatically cancelled when you quit or are terminated/blocked from the Platform.
You agree that we may require you to maintain with a sound and reputable insurer, and at your own cost, certain insurance coverage. It is recommended that you acquire insurance for professional and other liability, in the amounts that are prudent or usual for a person conducting a similar business and taking into account the nature of the food industry and the risks applicable to all relevant parties.
You agree to abide by all of the rules of the community, homeowners’ association (or similar), lease, and zoning of where you operate your food business, and to be a good neighbor.
You understand that Coozyn may utilize third party payment processors, and that payments to you and your operation may be delayed through no fault of Coozyn. If your customer(s) don’t pay, Coozyn may elect to make you whole at its own expense, but makes no warranties or promises in any way and reserves all rights. Ultimately, the risk of not receiving payments in a timely manner and/or at all is entirely yours to bear.
If a food order is defective, bad, undelivered, unable to be picked up, or otherwise unpalatable or undesirable due to the actions of the Seller or a third party other than the Community Member who placed the food order, you agree and understand that you may wish to choose not to receive full payment, if any, for that order. Coozyn reserves the right to refund the Community Member their full purchase price for an order without notice or specific or proven cause, in which case you shall receive no compensation for the order, but Coozyn will only do so in cases where it is reasonable to do so. Coozyn shall be the sole determiner of reasonability of such a refund.
4. PAYMENT METHODS AND RESPONSIBILITY
Users agree that Coozyn shall have the right to immediately authorize any credit card or other payment device or credential provided to Coozyn by the User up to the full anticipated amount of any good or services ordered through the Platform by that User, including any agreed to fees, gratuities, taxes, and others amounts. If payment is rejected, or a payment method becomes unusable, the User shall immediately provide Coozyn with an alternative source of payment.
All Users are liable and fully responsible for the purchases and other activity made by their Coozyn account, and agree to remain responsible for any charges incurred even if their account is terminated.
Coozyn accepts only credit cards at this time. No food stamps, checks or other payment methods are accepted.
When a user accepts a charge as displayed in the Coozyn App or larger Platform, that acceptance of the charge as presented, even if such a charge is incorrect or calculated improperly, waives all right of the User to object to, contest, collect, or bring suit over the charged amount, including improperly calculated or levied tax(es). The accepted amount shown on the Platform may be charged to your credit card immediately.
In some situations, it may be necessary to modify the charge after the amount is agreed to, and you agree to pay any difference due even if the charge is adjusted after the order has been completed. This sort of modification can happen when, for example, an item’s tax has been calculated improperly, or in some instances when a tax rate is not immediately known and a (potentially higher) default or improper tax rate is subsequently charged.
5. USER RESPONSIBILITIES
Coozyn is a technology services company that’s trying to give a truly great community the tools it needs to thrive. Specifically, we’ve built a revolutionary on-demand digital marketplace for food. Our platform isn’t a restaurant, and we don’t make or sell any food.
Sellers are solely responsible for producing, storing, advertising and packaging all products ordered through Coozyn. The Sellers design their own menus, decide what their hours will be, and set their own prices. Each Seller assumes full and sole responsibility for the food they offer. Coozyn has not necessarily tested any food offered for sale on the Platform, has not necessarily verified a seller’s credentials, has not necessarily conducted a background check on a Seller, and does not guarantee the quality nor safety of the food offered for sale by any Seller. Coozyn requires that all Sellers follow (and in some cases go above and beyond) the strict and robust food safety requirements of the location where the Seller has offered their food for sale, but makes no guarantee that they are actually doing so. Coozyn is not a government agency and is not in a position to investigate and/or regulate every use of the Platform.
The use of the Platform and consumption and/or production and sale of any food item is at the User’s risk and responsibility. It is the decision of each User as to whether or not to purchase food offered by a Seller using the Coozyn Platform, and it is up to the Seller to decide whether or not to accept an order from any User through the Coozyn Platform.
When food is ordered through the Platform, that is a transaction between a Seller and a Community Member. Coozyn’s technology services (i.e. the Platform) merely help facilitate and streamline this commerce. Coozyn does not guarantee and is in no way responsible for the accuracy, legality, funds, safety, or deliciousness of any food or other thing, including information, conveyed, displayed, or sold/purchased on the platform by any person (e.g. Seller, Community Member, etc.). Like with any powerful tool, you should recognize that you use the Platform at your own risk and that you should do so with care.
All food-related transactions between parties who have previously made a similar transaction through the Platform must be made through the Platform. Making or receiving any direct payment for goods otherwise sold through the Platform to any previously engaged with party shall result in immediate cancellation of Platform access.
6. ORDER DELIVERY AND PICKUP
If a User’s delivery or pickup location is inaccessible or unsafe for any reason, nobody should feel compelled to take any risk for the sake of food. Safety is always of the utmost importance, and an order can always be refunded, cancelled, or replaced if necessary. This is especially true in the case of inclement weather, and Coozyn reserves the right to shut down the Platform anywhere, at any time, and for any reason, including for safety in the case of inclement weather or other unfortunate occurrence.
When a Community Member indicates that they would like their food order to be delivered to a specific address, any person at that address who receives the delivery is conclusively presumed to be authorized to accept that delivery. All Platform Users are encouraged to be specific and thoughtful when arranging food pickup and delivery.
While transactions are between Seller and the Community Member who has ordered food through the Platform, Coozyn reserves the right to cancel, amend, modify, refund, redirect, or pay for any order made through the Platform, at any time, for any reason, and without notice. You agree to hold the Company blameless for any such decision and resultant action, charge, or other result.
7. LOCATION DATA
Coozyn may provide certain features or services through the Platform that rely upon device-based location information. To provide such features or services, where available, Coozyn and its partners and licensors may collect, use, transmit, process and maintain your location data, including the real-time geographic location of your device, and you hereby agree and consent to Coozyn\'s and its partners\' and licensors\' collection, use, transmission, processing and maintenance of such location data to provide such services.
By enabling and/or using any location-based services or features within the Platform, you agree and consent to Coozyn collecting, using, processing and maintaining information related to your location Coozyn account, and any devices registered or used thereunder, for purposes of providing such location-based service or other features or services to you. Such information may include, but is not limited to, your device ID and name, device type and real-time geographic location of your device at time of your request. You may withdraw this consent at any time by deactivating and closing your Coozyn account, but Coozyn shall retain the data provided to Coozyn up to your deactivation.
Any location data provided by the Service is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate, time-delayed or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Coozyn nor any of its content providers guarantees the availability, accuracy, completeness, reliability, or timeliness of location data or any other data displayed by the Service.
Coozyn may need to share your location to enable use of the Platform (e.g. to provide delivery of food to your location, or to let a Community Member know where to go to pick up the food they’ve purchased), and you agree that it may do so as otherwise consistent with these terms and conditions. This data may also be used for analytical and/or research purposes, for location-based advertisements and/or services, and for the betterment of the Platform. Coozyn may also be required, in certain circumstances, to turn over certain location data as required by law enforcement, court order, or the law. You agree to hold the Company blameless for any use or misuse of the location data as long as it’s shared, used, and divulged in compliance with this Agreement.
8. USER ACCOUNTS
You may terminate your account and/or stop using the Platform at any time. To terminate your account see your account settings. Any fees paid by you prior to your termination are nonrefundable (except as expressly permitted otherwise by these Terms and Conditions). Termination of your account shall not relieve you of any obligation to pay any accrued fees or charges, including for any food ordered but not delivered prior to termination.
Coozyn may at any time, under any circumstances, and without prior notice, immediately terminate or suspend all or a portion of your account and/or access to the Platform. Cause for such termination shall include, but not be limited to: (a) violations of this Agreement or any other policies or guidelines that are referenced herein; (b) a request by you to cancel or terminate your account; (c) discontinuance or material modification to the Platform or any part thereof; (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) provision of the Platform to you becoming unlawful; (f) unexpected technical or security issues or problems; (g) your participation in fraudulent or illegal activities; or (h) failure to pay any fees owed by you in relation to the Platform.
Any such or suspension shall be made by Coozyn in its sole discretion. You shall not be refunded any prepaid fees or amounts, including for any food ordered but not yet delivered, and we will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account and/or access to the Platform.
Upon termination, Coozyn may delete all information and data stored in or as a part of your account(s) including, but not limited to, data files, email, preferences and product submissions or reviews.
You understand and agree that your Coozyn account is non-transferable and non-assignable. Any and all rights to your account and the content within your account shall immediately terminate upon Coozyn’s deactivation of your account.
If you encourage any Seller or Community Member with whom you have previously done business through the Platform to conduct subsequent transactions with you outside of the Platform,your permission to access and/or use the Platform and/or your account and the contents thereof shall immediately be terminated.
If you violate any part of this Agreement, your permission to access and/or use the Platform and/or your account and the contents thereof automatically and immediately terminates.
Unless explicitly agreed otherwise in writing, all account names shall reflect real User names, and/or, in the case of Sellers, the name of the food business utilizing the Platform. No two entities may share precisely the same account name or other identifier on the Platform.
You must supply Coozyn with true, accurate, full, and up to date information regarding their account, and must keep that information current.
It is your responsibility to keep your password and/or other confidential account credentials secret. You will immediately inform the Company of any need to change, modify, delete, or limit your account or account credentials.
You are solely liable for any losses or damages incurred as a result of third parties getting your account password or other credentials or property and accessing the Platform as a result.
9. INTELLECTUAL PROPERTY
The Platform contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Coozyn (collectively referred to as the "Content"). The Content may be owned by us or other third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, other than your own User Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any authorized copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose.
If you violate any part of this Agreement, your permission to access and/or use the Content, the Platform, and the Services automatically terminates, and you must immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of Coozyn (the "Coozyn Trademarks") used and displayed on the Platform are registered and unregistered trademarks or service marks of Coozyn. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the "Third-Party Trademarks", and, collectively with Coozyn’s Trademarks, the "Trademarks"). Nothing in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use.
Coozyn is a registered trademark of Coozyn, Inc. and/or related parties. All rights reserved.
All goodwill generated from the use of Coozyn Trademark(s) inures to Coozyn’s benefit.
Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state, federal, and national laws and may not be copied or imitated, in whole or in part, by any means, including but not limited to the use of framing or mirrors.
The Platform may display, include, or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third Party Materials"). You acknowledge and agree that Coozyn is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Coozyn does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. You use and access Third Party Materials entirely at your own risk and subject to such third parties’ terms and conditions.
Subject to the terms of these Terms and Conditions, Coozyn grants you a limited, non-exclusive and nontransferable license to:
(a) download, install and use the Platform’s mobile applications ("App") for your personal, non-commercial use on a phone or other device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with these Terms and Conditions
(b) access and use on such Mobile Device the Platform made available in or otherwise accessible through the App, strictly in accordance with these Terms and Conditions.
In connection with the License Grant you shall not:
(c) copy the App or any part of the Platform, except as expressly permitted by this license;
(d) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Platform or any part thereof, including but not limited to the App;
(e) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the App or Platform or any part thereof;
(f) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Platform as placed by Coozyn, including any copy thereof;
(g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the App or any features or functionality of the App or Platform, to any third party for any reason (downloading from the appropriate app store as encouraged by Coozyn excluded), including by making the Application available on a network where it is capable of being accessed by more than one device at any time, except as expressly allowed by Coozyn herein; or
(h) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the App and/or Platform.
11. USER CONTENT AND COMMUNICATIONS MADE TO COMPANY
We value andappreciate your communications to us, but we do not want you to e-mail us anything that contains confidential information. If you email us information, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation to you.
As noted above, the Services provide Subscribers the ability to post and upload User Content to the Platform. You expressly acknowledge and agree that once you submit your User Content, unless you designate it as "private," it will be accessible by others, and that there is no confidentiality or privacy with respect to such User Content, including, without limitation, any personally identifying information that you may make publicly available.
YOU, AND NOT COOZYN, ARE ENTIRELY RESPONSIBLE FOR ALL THE USER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE PLATFORM.
You retain all copyrights and other intellectual property rights in and to your own User Content. You do, however, hereby irrevocably grant us and our sublicensees and assignees a non-exclusive, transferable, perpetual, royalty-free, freely sublicensable (through multiple tiers) license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) any and all of your User Content that you have not designated as "private," your username, the picture associated with your username, and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised. Without limiting the foregoing, you acknowledge and agree that uses of your User Content, username, and associated picture permitted by the foregoing rights and licenses may include the display of such User Content, username, and associated picture adjacent to advertising and other material or content, including for profit.
By utilizing the Platform in connection with your own brand, likeness, or other related intellectual property, you grant to Coozyn a non-exclusive license to use your likeness, brand, and other related intellectual property for marketing and Platform administration purposes. You may cancel this license at any time upon ten days notice, but must give notice in a writing received by Coozyn.
If you submit User Content to us, each such submission constitutes a representation and warranty to Coozyn that such User Content is your original creation (or that you otherwise have the right to provide the User Content to us), that you have the rights necessary to grant the license to the User Content under this Section, and that it and its use by Coozyn and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property, privacy, publicity, or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our community guidelines set forth above.
You understand and agree that Coozyn may modify, hide, display, or remove, in any way it so chooses, and for any reason and at any time, any and all content on the Platform, including all User uploaded and generated content, including on Coozyn social media websites under the control of a Third Party, and shall suffer no liability in doing so.
12. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY
THE PLATFORM IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COOZYN, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, 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, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM 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.
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.
YOU ARE SOLELY RESPONSIBLE FOR THE SAFE HANDLING AND STORAGE OF FOOD IN YOUR POSSESSION. COOZYN IS NOT RESPONSIBLE.
IN NO EVENT SHALL COOZYN BE LIABLE FOR ANY INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM USE OR INABILITY TO USE THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF COOZYNHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN ALL CASES, OUR MAXIMUM LIABILITY TO YOU (AND ANYONE CLAIMING RIGHTS THROUGH YOU) SHALL BE CAPPED AT THE GREATER OF: ALL MONIES PAID BY YOU TO (OR THROUGH)COOZYN, OR BY COOZYN TO YOU (IF A SELLER) IN THE ONE (1) MONTH PERIOD PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE,OR $100.
You understand and agree that Coozyn is a technology service that allows independent third parties to engage in mutually beneficial transactions, not a provider of food services.
You agree to indemnify, defend and hold harmless Coozyn and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal and accounting fees, arising from or relating to your use or misuse of the Platform or your breach of these Terms and Conditions.
Coozyn shall notify you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
Furthermore, you agree that Coozyn assumes no responsibility for the content you submit, order, purchase, receive, consume, advertise, or make available through this Application.
14. EXTERNAL SITES
The Platform may contain links to third-party content and websites ("External Sites"), including but not limited to Seller webpages and the sites of various advertisers and partners. These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
16. SOFTWARE UPDATES
The Coozyn software associated with mobile and website applications and hardware products is part of the Platform. Among other things, the software enables you to access and use the Platform. You must install any and all software updates to continue to use the Platform. Certain versions of software and/or the technology you are using to access the Platform may be denied access to the Platform at any time and without prior notice.
Coozyn’s failure to act on or enforce any provision of the Terms of Service shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.
The section headings of these Terms and Conditions are provided merely for convenience and shall not be given any legal import.
This Agreement between you and the Company will inure to the benefit of our successors, assigns, licensees, and sublicensees.
You may only use and/or access the Platform in a location where such use and/or access is legal, and then only in legal manners. All other access is forbidden. You understand and agree that it is entirely your responsibility to determine what constitutes legal access and use in your jurisdiction.
The App and other portions of the Platform 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 the Application to, or make the Application 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 the Application available outside the US.
The App (and potentially other parts of the Platform) 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.
If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
19. GOVERNING LAW
This Agreement is 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. Any legal suit, action or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in Sacramento, CA. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
20. ARBITRATION, DISPUTE RESOLUTION, WAIVER OF CLASS ACTION
ANY DISPUTES RELATING TO THESE TERMS AND CONDITIONS OR THE PLATFORM OR USE OF THE PLATFORM SHOULD BE BROUGHT TO THE ATTENTION OF COOZYN PRIOR TO THE FILING OF ANY CAUSE OF ACTION ANYWHERE IN ANY WAY. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
All claims and disputes arising under or relating to this Agreement are to be settled by individual and binding arbitration in the state of California or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys\' and accountants’ fees. Any such arbitration shall be conducted by an arbitrator experienced in technology law and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.
UNLESS EXPLICITLY AGREED TO OTHERWISE BY COOZYN, YOU WAIVE ANY AND ALL RIGHTS TO BRING OR BE PART OF A CLASS ACTION SUIT AGAINST THE COMPANY ARISING OUT OF ANY USE OF THE PLATFORM BY ANY PERSON OR ENTITY, AND MUST SETTLE ALL CLAIMS VIA INDIVIDUAL ARBITRATION PROCEEDING AS DESCRIBED ABOVE.
21. ENTIRE AGREEMENT